Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 2.05(b)(i). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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. (iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 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) 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 any Loan Party or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Sections 7.05(a), 7.05(b) or 7.05(c)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiv) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months 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 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(ii).
(iii) Upon any Debt Issuance, 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 such Loan Party or such Subsidiary (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) or (iv) 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 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 Borrower (pursuant to a notice in writing 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, 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).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied in the following order, first, to the Term 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 among 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 2.05(b), and third, to Cash Collateralize outstanding Letters of Credit.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments 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.
(iiivii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings 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 and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), or (iv) of this Section 2.05(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 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 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) 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 any Loan Party or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Sections 7.05(a), 7.05(b) or 7.05(c)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiv) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months 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 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(ii).
(iii) Upon any Debt Issuance, 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 such Loan Party or such Subsidiary (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) or (iv) 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 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 Borrower (pursuant to a notice in writing 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, 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).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied in the following order, first, to the Term 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 among 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 2.05(b), and third, to Cash Collateralize outstanding Letters of Credit.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments 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.
(iiivii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings 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 and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), or (iv) of this Section 2.05(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 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 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 any Loan Party or any Prior to the consummation of its Subsidiaries a Qualified MLP IPO, within five Business Days after the delivery of financial statements pursuant to Sections 8.03(b) and (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereofc), commencing with the Company financial statements for the Fiscal Quarter ending March 31, 2014, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company pay to the Administrative Agent on or prior without duplication and for application in accordance with Section 2.04(b)(viii), an aggregate amount equal to (x) 75.0% of the Excess Cash Flow for the applicable Fiscal Quarter minus (y) the amount of voluntary prepayments of Term Advances under Section 2.04(a) during such Fiscal Quarter paid from Internally Generated Cash and (z) the amount of mandatory prepayments of Term Loans under this Section 2.04(b) during such Fiscal Quarter (other than subclause (i)(x) of this clause (b)) to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such extent made from amounts that increased Net Cash Proceeds in operating assets so long as within 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 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 Income. No mandatory prepayments shall be immediately applied to required from Excess Cash Flow following the prepayment (with consummation of a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i)Qualified MLP IPO.
(ii) 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 Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line 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.
(iiiiv) Prepayments made (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 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 2.05(bparagraph), first, then the Borrower shall be applied ratably pay to the L/C Borrowings Administrative Agent without duplication and the Swing Line Loans, second, shall be applied ratably for application in accordance with Section 2.04(b)(viii) an aggregate amount equal to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Insurance Proceeds or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the 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 any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such timethen in effect, the Company Borrower shall immediately prepay 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 2.06(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 Subsidiaries Disposes of any property under Section 7.05(g) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall use the Net Cash Proceeds to eliminate any Borrowing Base Deficiency resulting from such sale; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or 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 further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor 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.
(iii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03, 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 such Subsidiary (such prepayments to be applied as set forth in clause (iv) below).
(iv) Prepayments of the Total Outstandings made pursuant to this Section 2.05(b2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansBorrowings, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc)
Mandatory. (i) [Reserved].
(ii) If any Loan Party (1) the Borrower or any Subsidiary of its Subsidiaries (x) the Borrower Disposes of any property in a or assets (other than any Disposition constituting an Asset Sale of any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (g), (h), (i), (k), (l), (m), (n), (p), (q), (s) or (t)) or (2) any Casualty Event occurs, which results in the realization or receipt by such Person the Borrower or a Subsidiary of the Borrower of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments cause to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent 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 Disposition)Net Proceeds, and so long as no Default subject 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 Proceeds received.
(iii) If the Borrower or any Subsidiary of the Borrower incurs or issues any Indebtedness after the Closing Date not permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall have occurred and cause to be continuing, such Loan Party prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such Subsidiary may reinvest all or any portion of the Borrower of such Net Cash Proceeds in operating assets so long as within 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 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 2.05(b)(i).
(iiiv) [Reserved].
(v) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay aggregate Outstanding Amount of Revolving Credit Loans, Swing Line Loans and L/C Borrowings Obligations at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay 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.
(iii) Prepayments made ; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, 2.05(b)(v) unless after the prepayment in full of all L/C Borrowings the Revolving Credit Loans and Swing Line Loans outstanding 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 businessapplicable 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 Proceeds is permitted under the Aggregate Commitments shall applicable local law, such repatriation will be automatically promptly effected and permanently reduced 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 determined 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 Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash CollateralizedBorrower) 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 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. Without limiting anything contained herein, the Borrower agrees to the following:
(i) If if at any time any Loan Party remains outstanding for five (5) or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in more Business Days after such Loan was advanced by the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Lenders, the Company 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 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) the full amount of such Reserve Loan and (B) the amount of excess cash that is permitted to be withdrawn from the Reserve Account;
(iv) the Borrower shall, on each date the Commitments are reduced pursuant to Section 1.10 hereof, prepay the Revolving Loans and Swing Loans, by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans equal and Swing Loans then outstanding to 100% the amount to which the Commitments have been so reduced; and
(v) Without limiting the Borrower’s obligation to repay the Loans pursuant to any other provision of this Section 1.7(b), on any Business Day in a calendar month (other than the last Business Day in a calendar month), if (A) the sum of (x) the number of Business Days remaining in such calendar month (not including such Business Day) plus (y) the 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 Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company Loan to the Administrative Agent on or prior to for the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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) account of the Loans Lenders as set forth in this Section 2.05(b)(i)and for a mandatory prepayment on such Obligations.
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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.
(iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (StoneX Group Inc.), Credit Agreement (StoneX Group 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 any Loan Party or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Sections 7.05(a), 7.05(b) or 7.05(c)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiv) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months 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 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(ii).
(iii) Upon any Debt Issuance, 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 such Loan Party or such Subsidiary (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) or (iv) 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 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 Borrower (pursuant to a notice in writing 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, 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).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied in the following order, first, to the Term 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 among 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 2.05(b), and third, to Cash Collateralize outstanding Letters of Credit.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments 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.
(iiivii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings 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 and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), or (iv) of this Section 2.05(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 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 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. Subject to Section 2.07(f), (i) If if any Loan Party or any of its Subsidiaries disposes of any property (other than (x) Disposes any Disposition 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 a Disposition constituting an Asset Sale which respect of related claims against Parent or any of its Subsidiaries and defense costs related thereto) that results in the realization by such Person the Loan Parties and their respective Subsidiaries of Net Cash Proceeds or in the aggregate for all such dispositions in excess of $50,000,000 in any Fiscal Year (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereofexcluding any portion thereof that is reinvested as provided below), the Company Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds immediately upon (to the 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 (iivi) below); provided, however, that, with respect to any such Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date of such Dispositiondisposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as as, within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) 12 months after the receipt of such Net Cash Proceeds, such 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 (with a corresponding commitment reduction) of the Term Loans as set forth in this Section 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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.
(iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Lenders, as applicable.
Appears in 2 contracts
Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such timethen in effect, the Company Borrower shall immediately (x) prepay Loans, Swing Line 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.
(ii) Upon any determination of or adjustment to the amount of the 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 2.06(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) Prepayments Upon any adjustment to the amount of the Borrowing Base pursuant to Section 2.05(c), 2.05(d) or 2.05(e), 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 Issuers and the Lenders, an aggregate amount equal to such excess in order to Cash Collateralize such outstanding L/C Obligations; provided that, notwithstanding anything herein to the contrary, all payments required to be made pursuant to this Section 2.05(b)2.06(b)(iii) must, firstin any event, shall be applied ratably made on or prior to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Lenders, as applicableMaturity Date.
Appears in 2 contracts
Sources: Refinancing Amendment (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc)
Mandatory. (i) If any Loan Party Dispositions or any Events of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, Loss with respect to any Net Cash Proceeds realized under a Disposition described Property that includes any Pre-Petition BMO Primary Collateral, Pre-Petition CoBank Primary Collateral or Collateral (in this Section 2.05(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 date Termination Date and outside the ordinary course of business (no such Disposition 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, such Loan Party or such Subsidiary may reinvest all 100% of the 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 270 days orfollows:
(A) First, if to the Consolidated Leverage Ratio is less than 3.50costs, eighteen fees and expenses of the DIP Agent and the Lenders (18) months after including without limitation the receipt reasonable fees and expenses of such Net Cash Proceedstheir counsel and other professionals, such purchase 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 (with a corresponding commitment reductionbut without any reduction in the 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 Loans 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 2.05(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) If for any reason Prior to the Total Outstandings at any time exceed Termination Date, all Available Unrestricted Cash (including without limitation all Available Unrestricted Cash consisting of proceeds of the Aggregate Commitments at such 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 Business Day (other than amounts subject to Section 1.8(b)(i) hereof) in excess of $15,000,000 shall be deposited in the Company 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 immediately be fully paid (but without any reduction in the DIP Commitments resulting from such prepayments); and
(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.
(iii) The Borrower shall, on each date the DIP Commitments are reduced pursuant to Section 1.11 hereof, prepay the DIP Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize Loans, and, if necessary, prefund the L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of DIP Loans, Swing Loans, and L/C Obligations then outstanding to the amount to which the DIP Commitments have been so reduced.
(other than iv) If at any time the sum of the unpaid principal balance of the DIP Loans, Swing Loans, and the L/C Borrowings) Obligations then outstanding shall be in an aggregate 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 equal of the excess to the DIP Agent for the account of the Lenders as and for a mandatory prepayment on such excessPost-Petition Obligations, with each such prepayment first to be applied to the DIP Loans and Swing Loans until paid in full with any remaining balance to be held by the DIP Agent in the Cash Collateral Account as security for the Post-Petition Obligations owing with respect to outstanding Letters of Credit.
(iiiv) Prepayments made pursuant to Each prepayment of Loans under this Section 2.05(b), first, 1.8(b) shall be applied ratably to made by the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization payment of the remaining principal amount to be prepaid. Each prefunding of 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 made in accordance with 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 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 At any time in which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any of its Subsidiaries (xother than Agway Subsidiaries or Inactive Subsidiaries) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(a), (b), (c), (d), (e) or (h) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiiii) and (v) below); 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 2.05(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 date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) 12 months after the receipt of such Net Cash Proceeds, such purchase 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 2.05(b)(i), and (with B) if a corresponding commitment reduction) 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) If for any reason the Total Outstandings at At any time exceed in which any Incremental Term Loan remains outstanding, upon any Extraordinary Receipt received by or paid to or for the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations account of any Loan Party or any of its Subsidiaries (other than the L/C BorrowingsAgway Subsidiaries or Inactive Subsidiaries), and not otherwise included in clause (i) in an aggregate amount equal to such excess.
(iii) Prepayments made pursuant to of this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 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 any Loan Party or any of its Subsidiaries (x) Borrower Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Vessel, the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received 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 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 proceeds 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) Each prepayment of Loans pursuant to this Section 2.05(b) shall be applied, first, to the Term 2 Facility to the principal installments thereof in the inverse order of maturity and, second, to the Term 1 Facility to the principal installments thereof in the 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 (iii) above).
(v) If any Loan Party receives Net Cash Proceeds from the Disposition of any asset constituting Collateral in accordance with Section 7.05(g), the Borrowers shall prepay an aggregate principal amount of the Loans equal to 100% of the Net Cash Proceeds of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iiiii) belowabove); provided, however, that, with respect to ;
(vi) If any Loan Party receives Net Cash Proceeds realized under a from the Disposition described of any asset not constituting Collateral in this accordance with Section 2.05(b)(i7.05(h), at the election Borrowers shall prepay an aggregate principal amount of the Company (as notified by the Company Loans equal to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion Lender’s Allocated Percentage of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the repayment of any Indebtedness that is secured by such asset that is required to be repaid in connection with such transaction, other than Indebtedness under the Loan Documents) immediately upon receipt of thereof by such Net Cash Proceeds, Person (such purchase shall have been consummated (as certified by the Company in writing prepayments 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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.
clause (iii) Prepayments made pursuant to this Section 2.05(babove), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (TBS International PLC), Credit Agreement (TBS International PLC)
Mandatory. (i) [Reserved].
(ii) If any Loan Party of the Borrowers or any of its Subsidiaries Non-Borrower Subsidiary (xother than the Insurance Subsidiary) Disposes of any property (other than sales of inventory in a the ordinary course of business, and other than any Excluded Asset Disposition constituting an Asset Sale which and other than the Permitted ▇▇▇▇▇▇▇▇▇ Disposition) which, in any such case, results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such the Net Cash Proceeds received therefrom in excess of $30,000,000 in the aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately upon receipt thereof by 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 Person Disposition occurred (such prepayments to be applied as set forth in clause clauses (iiv) and (viii) below, as applicable); provided, however, provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date end of the fiscal quarter during which such DispositionDisposition occurred), and so long as no Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary the Borrowers may reinvest all or any portion of such Net Cash Proceeds in operating assets of the Borrowers so long as (A) within 270 330 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase 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 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at date such time, the Company shall immediately prepay 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 excessdefinitive agreement was executed.
(iii) Prepayments made Upon the occurrence of a Recovery Event with respect to the Borrowers 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); provided that, with respect to any Net Cash Proceeds realized under a Recovery Event described in this Section 2.05(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.
(iv) Upon the incurrence or issuance by the Borrowers of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), 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 the Borrowers (such prepayments to be applied as set forth in clauses (v) and (viii) below, as applicable).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility and to the principal repayment installments thereof 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 (viii) of this Section 2.05(b). Subject to Section 2.18 and clause (vi) below, first, such prepayments shall be applied ratably paid to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment Lenders in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization accordance with their respective Applicable Percentages in respect 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 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 any Loan Party the Borrower or any of its Restricted Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(a) – (h), (j), (k) or (l)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon within three Business Days after receipt thereof by such Person (such prepayments to be applied as set forth in clause (iiiii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date of such Disposition), and so long as no Default shall have occurred and be continuingcontinuing or would result therefrom, such Loan Party the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(ii).
(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), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within 3 Business Days after receipt thereof by the Borrower or such Restricted Subsidiary (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) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility, to the next four scheduled principal repayment installments thereof in order of maturity, and, second, pro rata, to the remaining amortization installments pursuant to Section 2.07(a).
(iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments 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.
(iiiv) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings 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 and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii),of this Section 2.05(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 Aggregate Commitments Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b2.06(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 Borrower shall, on the third Business Day following the receipt by the Borrower after the Effective Date of (A) Net Cash Proceeds from any Loan Party Asset Sales or any of its Subsidiaries (xB) Disposes Net Cash Proceeds from the incurrence of any property Bridge Debt, offer to prepay, on a pro rata basis, an aggregate principal amount of the Term Loans in a Disposition constituting an Asset Sale which results amount equal to the Banks’ Ratable Share of such Net Cash Proceeds and the Term Loan Banks shall have the option to accept or refuse such prepayment in accordance with the realization by provisions set forth in Section 2.10(c). Upon the payment in full of the Term Loans, the Borrower shall apply such Person Net Cash Proceeds to prepay the 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 (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereofa Subsidiary Guarantor), the Company shall offer to prepay an aggregate principal amount of the Term Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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 the Banks’ Ratable Share of such excess.
Net Cash Proceeds (iii) Prepayments made 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 2.05(b2.10(b)(ii) in accordance with the provisions set forth in Section 2.10(c). So long as Net Cash Proceeds referred to in this Section 2.10(b)(ii) are received by the Borrower, first, shall the Borrower agrees to use all reasonable efforts to cause all such Net Cash Proceeds permitted to be applied ratably distributed to be so distributed. Upon the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment payment in full of all L/C Borrowings and the Term Loans, the Borrower shall apply such Net Cash Proceeds to prepay the 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 reduction of Revolving Credit Loan Party) to reimburse the L/C Issuer or the Lenders, as applicableCommitments).
Appears in 2 contracts
Sources: Credit and Reimbursement Agreement (Aes Corp), Credit and Reimbursement Agreement (Aes Corp)
Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 2.05(b)(i).
(ii) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Commitments Revolving Facility at such time, the Company Borrowers shall immediately prepay Loans, Swing Line Revolving 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.
(iiiii) Prepayments of the Revolving Facility made pursuant to this Section 2.05(b2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansBorrowings, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 any Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving 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 Loan Party time, the 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 its Subsidiaries (x) Disposes a Liquidity Period, within five Business Days following the receipt of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds in respect of any Disposition of Collateral or any Net Insurance/Condemnation Proceeds (other than any Disposition (A) permitted by Section 7.05(a), (b), (c), (d), (h) or (yi), or (B) receives proceeds in the ordinary course of casualty insurance or condemnation awards (or payments in lieu thereofbusiness of the Borrowers and their respective Subsidiaries), the Company Borrowers shall prepay apply an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied or Net Insurance/Condemnation Proceeds, as set forth in clause (ii) below); providedapplicable, however, that, received with respect thereto to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at prepay 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 or prior to the date of any such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party Disposition or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Insurance/Condemnation Proceeds, such 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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.
(iii) Prepayments of the Facilities made pursuant to this Section 2.05(b2.06(b), shall be applied, first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansBorrowings, Swingline Loans or Protective Advances, second, shall be applied ratably to the outstanding Loans, and, Loans and third, shall be used to Cash Collateralize the remaining L/C Obligations; and .
(iv) In the case of prepayments of the Facilities required pursuant to clause (i) or (ii) of this Section 2.06(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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, 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 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 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 Revolving Facility shall be automatically and permanently reduced by an amount equal to $50,000,000 (provided, that, in no event shall the Revolving Facility be reduced to less than $150,000,000) (such reduction of the Revolving Facility, to the extent it occurs, a “Revolving Facility Reduction Event”) on the earliest to occur of (A) the date of the Disposition of the Corporate Headquarters, (B) the date of receipt by any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds from an Involuntary Disposition of casualty insurance or condemnation awards (or payments the Corporate Headquarters in lieu thereof), the Company shall prepay an aggregate principal amount in excess of Loans equal $5,000,000 to 100% of the extent such Net Cash Proceeds immediately upon receipt thereof are not reinvested in assets (excluding current assets as classified by such Person (such prepayments to be applied as set forth GAAP) that are useful in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election business of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), Borrower and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as its Subsidiaries within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after of the receipt date of such Net Cash Proceeds, such purchase 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 (with a corresponding commitment reductionsubject 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 2.05(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) If for after giving effect to any reason reduction or termination of the Total Outstandings at any time exceed Revolving Facility under this Section 2.05, the Aggregate Commitments Letter of Credit Sublimit exceeds the Revolving Facility at such time, the Company Letter of Credit Sublimit, as the case may be, shall immediately prepay Loans, Swing Line 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.
(iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Zynga Inc), Credit Agreement (Zynga Inc)
Mandatory. (i) If any Loan Party the Company or any of its Restricted Subsidiaries (xA) Disposes of any property (other than any deemed Disposition referred to in a Disposition constituting Section 7.08(c)) or (B) suffers an Asset Sale Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds or Proceeds, the Borrower shall prepay (y) receives proceeds or, in the case of casualty insurance or condemnation awards (or payments in lieu thereofthe Incremental Term Facility, if any, offer to purchase at par), 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 immediately upon receipt thereof by such Person (such prepayments which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to be applied as prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth in clause (ii) below), exceeds $150,000,000; 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 realized under a Disposition described in this Section 2.05(b)(i2.04(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date receipt of such DispositionNet Cash Proceeds), and so long as no Default shall have occurred and be continuing, such Loan Party the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.04(b)(i).
(ii) Upon the incurrence or issuance by the Company or any of the Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.15), the 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) Each prepayment of Loans pursuant to Section 2.04(b)(i) shall be applied, first, ratably to the Term 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 (vi) 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) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line 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.
(iiivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line 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 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, 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 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 any Loan Relevant Party or makes any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately promptly after receipt (or if the Borrower in good faith intends to 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 any line of business not prohibited by Section 7.07 or for other uses reasonably acceptable to the Administrative Agent, then on or before the 360th day after such Asset Sale to the extent that, within such 360 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose; provided, that prepayment shall be 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 as set forth in clause (v) below).
(ii) Upon the issuance or incurrence by the Borrower or any Restricted Subsidiary of any Indebtedness (other than Indebtedness permitted under Section 7.02), and upon receipt thereof by of the Net Cash Proceeds thereof, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Person Net Cash Proceeds (such prepayments to be applied as set forth in clause (iiv) below); provided.
(iii) Upon any Extraordinary Receipt received by or paid to or for the account of any Relevant Party, howeverand not otherwise included in clause (i) or (ii) of this Section 2.04(b), that, with respect the Borrower shall prepay an aggregate principal amount of Loans equal to any 100% of all Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company received therefrom promptly upon receipt thereof by such Relevant Party (as notified by the Company such prepayments to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 2.05(b)(iclause (v) below).
(iiiv) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such timeCommitments, the Company Borrower shall immediately prepay 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 2.04(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect.
(iiiv) Prepayments of the Loans made pursuant to this Section 2.05(b2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansBorrowings, second, shall be applied ratably to the outstanding 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 Loans required pursuant to clause (i), (ii), or (iii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)Borrower. 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 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 any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the The Company shall 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 immediately upon receipt thereof by with respect to such Person (such prepayments to be applied as set forth in clause (ii) below)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 realized under a Disposition described in this Section 2.05(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 or prior Agent) to the date of such Disposition), and so long as no Default shall have occurred and be continuing, extent such Loan Party reinvests such Net Cash Proceeds in restoration or repair of the applicable loss, destruction or damage of such Subsidiary may reinvest all or any portion Collateral within 180 days after the receipt of such Net Cash Proceeds in operating assets so long as within 270 days (or, if the Consolidated Leverage Ratio is less than 3.50a commitment for such reinvestment has been made within such 180 day period, eighteen (18) months within 360 days after the receipt of such Net Cash Proceeds, such purchase 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i)Committed Loans.
(ii) The Company shall prepay the Committed Loans in connection with a Property Substitution or Prepayment Release in the amounts, and to the extent required, pursuant to Section 2.19.
(iii) If for any reason the Total Outstandings Outstanding Amount of all Revolving Loans at any time exceed exceeds the Aggregate Revolving Commitments at such timethen in effect, the Company shall immediately prepay Loans, Swing Line Revolving 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.
(iiiiv) Prepayments made 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, shall be applied ratably to the L/C Borrowings 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 the Swing Line Loans, second, shall be applied ratably to outstanding Revolving Loans (with a corresponding reduction of the outstanding LoansRevolving Commitments in such amount, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and regardless of the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Loans outstanding at such time and time). Each prepayment of Loans pursuant to clause (ii) of this Section 2.05(b) shall be applied, first, ratably to the Cash Collateralization remaining principal repayment installments of the remaining L/C Obligations in full (the sum of such prepayment amountsTerm Loans and, cash collateralization amounts and remaining amount being, collectivelyif applicable, the “Reduction Amount”Incremental Term Loan (in each case, including any payment due on the Maturity Date) may be retained by the Company for use in the ordinary course of its businesson a pro rata basis, and second, to outstanding Revolving Loans (with a corresponding reduction of the Aggregate Revolving Commitments shall be automatically and permanently reduced by in such amount, regardless of the Reduction Amount as set forth in Section 2.06(bamount of Revolving Loans outstanding at such time). Upon the drawing Each prepayment of any Letter Loans pursuant to clause (iii) of Credit that has been Cash Collateralized, the funds held as Cash Collateral this Section 2.05(b) 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 Lenders, as applicabledate of prepayment.
Appears in 2 contracts
Sources: Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc)
Mandatory. (i) If At any time in which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any of its Subsidiaries (xother than Agway Subsidiaries, Inactive Subsidiaries or Excluded Subsidiaries) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(a), (b), (c), (d), (e) or (h) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiiii) and (v) below); 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 2.05(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 date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) 12 months after the receipt of such Net Cash Proceeds, such purchase 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 2.05(b)(i), and (with B) if a corresponding commitment reduction) 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) If for any reason the Total Outstandings at At any time exceed in which any Incremental Term Loan remains outstanding, upon any Extraordinary Receipt received by or paid to or for the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations account of any Loan Party or any of its Subsidiaries (other than the L/C BorrowingsAgway Subsidiaries, Excluded Subsidiaries, or Inactive Subsidiaries), and not otherwise included in clause (i) in an aggregate amount equal to such excess.
(iii) Prepayments made pursuant to of this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 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 any Loan Party (A) the Company or any of its Subsidiaries Disposes of any Collateral other than (x) Disposes Dispositions under Section 7.24(i) or Section 7.24(ii); (y) any Disposition of any property Equity Interests in a Disposition constituting 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 suffers an Asset Sale Event of Loss, which results in each case, 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 Proceeds or from Mandatory Prepayment Dispositions and Events of Loss in an aggregate amount in excess of $75,000,000 (y) receives proceeds for the avoidance of casualty insurance or condemnation awards doubt, excluding any Net Cash Proceeds excluded under the preceding subclause (or payments in lieu thereofi)(A)(x)), the Company shall prepay in each case prepay, within three Business Days after receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof Proceeds; provided that if the Company’s Total Leverage Ratio, as determined by the 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 Person percentage shall be reduced to 75% of such Net Cash Proceeds, or (y) less than 2.00:1.00, such prepayments percentage shall be reduced to be applied as set forth in clause (ii) below)50% of such Net Cash Proceeds; provided, howeverfurther, that, that (x) with respect to all or a portion of any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date such third Business Day following receipt of such DispositionNet Cash Proceeds of Dispositions of Collateral), and so long as no Default shall have occurred and be continuing, such Loan Party the Company or such 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 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months 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 purchase 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i)Loans.
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness permitted under Section 7.14), 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) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments 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.
(iiiiv) Prepayments made pursuant to this Section 2.05(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 Borrowings 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 LoansLoans under the Initial Revolving Credit Facility and each Incremental Revolving Credit Facility, if any, and, thirdfourth, shall be used to Cash Collateralize the remaining L/C Obligations; and and, in the case of prepayments required pursuant to clause (i) through (iii) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and 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 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(b2.06(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 any Loan Party Borrower or any of its their Subsidiaries (x) Disposes of any property or assets (other than inventory in a Disposition constituting an Asset Sale the ordinary course of business) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds in excess of casualty insurance or condemnation awards (or payments $500,000 in lieu thereof)the aggregate for any Fiscal Year, the Company Borrowers shall prepay on or prior to the date which is five (5) Business Days after the date of such receipt, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiv) and (vi) below); provided, however, thatthat 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 not be included (and shall not count against the $500,000 threshold set forth above) to the extent the applicable Loan Party (or applicable Loan Party’s Subsidiary) intends to use such Net Cash Proceeds to acquire like assets useful to its business within ninety (90) days after the receipt of such Net Cash Proceeds or to reimburse itself for such a purchase occurring before receipt of such Net Cash Proceeds.
(ii) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 (including, without limitation, Section 7.02(h)), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is three (3) Business Days after the receipt thereof by any Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vi) below).
(iii) Upon 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 realization by such Person or Persons of Net Cash Proceeds in excess of $500,000 in the aggregate for any Fiscal Year, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all 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 Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vi) below); provided that with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)of an Extraordinary Receipt, at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition)Borrowers, and so long as no Event of Default shall have occurred and be continuing, such Loan Party Borrower or such Subsidiary may (A) utilize any Net Cash Proceeds constituting proceeds of casualty insurance to promptly repair or rebuild, as applicable, any property damaged to 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 assets, in each case of clause (A) or (B) so long as (x) within 270 180 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase repair, rebuilding or reinvestment shall have been consummated (as certified by or a definitive agreement to 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 Company in writing to the Administrative Agent)entering into of such definitive agreement; and provided further, however, further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(iv).
(iiiv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrowers shall immediately prepay Loans, Swing Line 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).
(iiiv) 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 2.05(b)) shall be applied, first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansBorrowings, second, shall be applied 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 outstanding LoansRevolving Credit Commitments, in each case) and, third, shall be used to Cash Collateralize the remaining L/C Obligations; 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 its 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 Aggregate Commitments shall be automatically 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 permanently reduced by third, to Cash Collateralize the Reduction Amount as set forth in Section 2.06(b)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 any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in To the realization by such Person of extent that the Net Cash Proceeds of any Asset Sale or (y) receives proceeds Extraordinary Receipt exceeds $15,000,000 per Asset Sale or receipt of casualty insurance or condemnation awards (or payments in lieu thereof)Extraordinary Receipts, the Company Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds immediately upon promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Person Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of 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 as set forth in clause (iiiii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such timeCommitments, the Company Borrower shall immediately prepay 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 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect.
(iii) Prepayments of the Facility made pursuant to this Section 2.05(b)2.4(b) shall be applied, first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansBorrowings, second, shall be applied ratably to the outstanding 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 and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)Borrower. 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 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 any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 2.05(b)(i).
(ii) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Commitments Revolving Facility at such time, the Company Borrowers shall immediately prepay Loans, Swing Line Revolving 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.
(iiiii) Prepayments of the Revolving Facility made pursuant to this Section 2.05(b2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansBorrowings, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 any Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving 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. If, prior to the Conversion Date:
(i) If any Loan Party the Borrower or any of its Subsidiaries shall (x1) Disposes of incur any property in a Disposition constituting an Asset Sale Indebtedness, Disqualified Stock or Preferred Stock which results in the realization by such Person of Net Cash Proceeds 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 (y14) receives proceeds of casualty insurance (as it relates to Section 6.03(2) and (14) only) or condemnation awards 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 (or payments in lieu thereofincluding reasonable tender premiums), the Company shall prepay defeasance costs and fees in connection therewith or (2) issue any debt securities (including any Securities issued pursuant to a Securities Demand), then an aggregate principal amount of Loans equal to 100% of such the Net Cash Proceeds immediately upon thereof shall be applied promptly (but in no event later than three Business Days) after the receipt thereof by such Person (such prepayments to be applied as set forth in clause toward the prepayment of the Initial Loans;
(ii) belowthe 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 shall receive Net Proceeds in respect of any Prepayment Asset Sale or Property Loss Event, then an amount equal to 100% of the Net Proceeds thereof, (subject to the restrictions set forth herein) shall be applied promptly (but not in no event later than ten Business Days) after the receipt thereof toward the prepayment of the 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 assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries (including any Related Business Assets) and (B) no Event of Default shall have occurred and be continuing at the time of such proposed reinvestment, and no Event of Default under clause (a) or (f) of Section 7.01 (each, a “Specified Default”) shall have occurred and shall be continuing at the time of proposed reinvestment (unless, in the case of 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, with respect to that if any Net Cash Proceeds realized under are not reinvested or applied as a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent repayment on or prior to the date last day of such Disposition), and so long as no Default shall have occurred and be continuingthe applicable application period, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 within five Business Days to the prepayment (with a corresponding commitment reduction) of the Initial Loans as set forth in this Section 2.05(b)(i).
above (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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.
(iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably without regard to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligationsimmediately preceding proviso); and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Lenders, as applicable.or
Appears in 2 contracts
Sources: Senior Bridge Loan Agreement (CDW Finance Corp), Senior Subordinated Bridge Loan Agreement (CDW Finance Corp)
Mandatory. (i) (A) If (1) any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person any Restricted Company of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments cause to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent prepaid on or prior to the date which is ten Business Days after the date of the realization or receipt of such DispositionNet 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 the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, and so long as no Default on or prior to such date, the Borrower shall have occurred and be continuing, such Loan Party or such Subsidiary may given written notice to the Administrative Agent of its intention to 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 270 days orrepurchased, “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 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 the Consolidated Leverage Ratio is less than 3.50any, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase 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 (with a corresponding commitment reduction) of the Initial Term Loans as set forth in this Section 2.05(b)(i).
(ii) If for any reason and the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 2022 Incremental Term B-2 Loans, Swing Line as applicable, and the amount of prepayment of the Initial Term 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.
(iii) Prepayments made 2022 Incremental Term B-2 Loans that would have otherwise been required pursuant to this Section 2.05(b), first, 2.06(b)(i) shall be applied ratably reduced accordingly and (y) to the L/C Borrowings extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Initial Term Loans and the Swing Line Loans, second, shall be applied ratably to 2022 Incremental Term B-2 Loans on a pro rata basis in accordance with the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligationsterms hereof; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Lenders, as applicable.91
Appears in 2 contracts
Sources: Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.)
Mandatory. (i) If any Loan Party the Borrower or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.5(a), (b), (c), (d), (f), (g) or (h)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds in excess of casualty insurance or condemnation awards $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 (or payments in lieu thereofi)), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon within 10 Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (iivi) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date of such Disposition)Borrower, and so long as no Default shall have occurred and be continuing, such Loan Party the Borrower or such 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 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such 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 subject to such binding contract or so reinvested shall be immediately applied within 10 Business Days after such period to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.6(b)(i).
(ii) If for Upon the sale or issuance by the Borrower or any reason the Total Outstandings of its Subsidiaries of any of its Capital Stock (other than Excluded Issuances and any sales or issuances of Capital Stock to another Group Member) at any time exceed the Aggregate Commitments at such timewhile an Event of Default shall have occurred and be continuing, the Company Borrower shall immediately prepay Loansan 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).
(iii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.2), Swing Line 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).
(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 L/C Borrowings and/or 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 (other than the L/C Borrowings) in an aggregate amount equal to such excess105% of the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit.
(iiivi) Prepayments made Each prepayment of Loans pursuant to this the provisions of Section 2.05(b), 2.6(b)(i) through (iv) above shall be applied ratably to the Term Loan Facility and to the principal repayment installments thereof on a pro-rata 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 as follows: first, shall be applied ratably to the L/C Borrowings Reimbursement Obligations and the Swing Line LoansSwingline Obligations, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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, collectivelyand, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)to -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 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) any Loan Party or any of its Subsidiaries (x) Disposes of any property (other than pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in a Disposition constituting an Asset Sale which the aggregate results in the realization or receipt by such Person any Loan Party of Net Cash Proceeds or (y) receives proceeds in excess of casualty insurance or condemnation awards (or payments in lieu thereof)U.S.$20,000,000, the Company Borrower shall prepay make a prepayment in an aggregate principal amount of Loans Advances equal to the product of (I) 100% of such Net Cash Proceeds immediately upon receipt thereof by less the percentage of such Person Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such prepayments to be applied as set forth in clause net percentage, the “Asset Percentage”) and (iiII) below); provided, however, that, with respect to any the Net Cash Proceeds realized under or received with respect to (y) a Disposition described Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.05(b)(i)2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, at the election of the Company (as notified by the Company on or prior to such date, given written notice to the Administrative Agent on of its (or prior such Loan Party’s) reinvestment of, or written intent to the date reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such DispositionNet Cash Proceeds (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 requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period), and ); provided that (1) so long as no an Event of Default shall have occurred and be continuing, no 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 Subsidiary may reinvest all proceeds are no longer intended to be or cannot be so reinvested at any portion time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds in operating assets so long as within 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 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 2.05(b)(i)Advances.
(ii) If for any reason The Borrower shall be required to prepay all Advances upon the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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 excessoccurrence of a Change of Control.
(iii) Prepayments made pursuant If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to this Section 2.05(b)expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, first(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 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 foregoing, then, in each case, the Borrower shall be applied ratably required to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, prepay all Advances within 45 days after the prepayment in full of all L/C Borrowings and 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 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 any Loan Party or any of its Subsidiaries (x) Disposes of any property in a or assets (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(a) through Section 7.05(i)) which results in the realization by such Person of Net Cash Proceeds or (y) such Loan Party receives proceeds of casualty Net Cash Proceeds from insurance or condemnation awards (or payments in lieu thereof)proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds 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) 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)(i), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition or receipt of insurance or condemnation 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)(i).
(ii) Upon the incurrence or issuance by any Loan Party of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), 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 such Loan 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 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 clause clauses (iiv) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.05(b)(iii), 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 DispositionNet Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets used or useful in the business so long as within 270 180 days or, (or within 365 days if the Consolidated Leverage Ratio is less than 3.50, eighteen (18applicable Loan Party has entered into a binding contract for reinvestment within 180 days of receipt of such proceeds) months after the receipt of such Net Cash Proceeds, such 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(iii).
(iiiv) [Intentionally omitted].
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility (and the principal 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 2.05(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.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments 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.
(iiivii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings 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 the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 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 any Loan Party or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(b), (c), (d), (e), (f) and (g) (other than Section 7.05(g)(iii))) which results in the realization by such Person of Net Cash Proceeds or (ywhen aggregated with the Net Cash Proceeds received by all Loan Parties during such year) receives proceeds in excess of casualty insurance or condemnation awards (or payments $250,000 in lieu thereof)any year, 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 such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (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 any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), 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).
(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 Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that, that with respect to (A) any Net Cash Proceeds realized under a Disposition described proceeds of insurance, condemnation awards (or payments in this Section 2.05(b)(i)lieu thereof) or indemnity payments, 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 Dispositioninsurance 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 reinvest all 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 portion 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 Net Cash Proceeds in operating assets other Extraordinary Receipt), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may, within 270 150 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt thereof, utilize an amount not exceeding 66 2/3% of such Net Cash ProceedsExtraordinary Receipt to (x) acquire, such purchase shall have been consummated repair or maintain fixed or capital assets or (as certified by the Company in writing y) acquire inventory (and, to the Administrative Agentextent so utilized, shall not be required to prepay Loans as set forth in this Section 2.05(b)(iv)); and provided provided, further, however, that any Net Cash Proceeds cash proceeds not so reinvested applied as provided in clauses (A) and (B) above shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(iv).
(iiv) Each prepayment made or Cash Collateral furnished pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility and to the principal repayment installments thereof in inverse order of maturity and, second, to the Revolving Credit Facility and the DPLC Obligations in the manner set forth in clause (viii) of this Section 2.05(b).
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Loans, Swing Line 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.
(iiivii) 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 and/or the DPLC Obligations, first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansBorrowings, 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/Cash Collateralization of the Revolving Credit Facility and DPLC Obligations, as applicable, required pursuant to clause (i), (ii), (iii) or (iv) of this Section 2.05(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, 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 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 Issuer, (y) the Revolving Credit Lenders or (z) Bank of America (in its capacity as the Lendersissuer 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. The Borrower shall prepay the Loans in accordance with the following:
(i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a 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 Disposition constituting an Asset Sale of any inventory permitted by Section 6.06(a)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds in excess of casualty insurance or condemnation awards (or payments $1,000,000 in lieu thereof)the aggregate during the term of this Agreement, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon no later than two Business Days following receipt thereof by such Person (such prepayments to be applied as set forth in clause (iiiv) below); provided, however, that, that with respect to any such Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 DispositionNet Cash Proceeds), and so long as no Default or Event of Default shall have occurred and be continuing, such Loan Party or such 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 so long as within 270 days (or, if within such 180-day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, within 360 days following the Consolidated Leverage Ratio is less than 3.50date of receipt of such Net Cash Proceeds); provided, eighteen further, that if within such 180-day (18or, to the extent applicable, 360-day) months period after the date of receipt by such Loan Party or such Subsidiary of such Net Cash Proceeds, such purchase 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 (with a corresponding commitment reductionextent applicable, 360-day) of the Loans as set forth in this Section 2.05(b)(i)period.
(ii) If Within two Business Days following any Extraordinary Receipt received by or paid to or for the account of any reason Loan Party or any of its Subsidiaries in excess of $1,000,000 in the Total Outstandings at any time exceed aggregate during the Aggregate Commitments at such timeterm of this Agreement, and not otherwise included in this Section 2.05(b), the Company Borrower shall immediately prepay 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 principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom by such excessLoan 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 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 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) Prepayments made Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to this Section 2.05(bSection 6.01), first, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom no later than two Business Days following receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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(bclauses (iv) and (v) below). Upon .
(iv) Each prepayment of Loans pursuant to the drawing foregoing provisions of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral this Section 2.05(b) shall be applied (without any further action by or notice to or from shared among the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicableLenders ratably.
Appears in 2 contracts
Sources: Credit Agreement (Retrophin, Inc.), Credit Agreement (Retrophin, Inc.)
Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 2.05(b)(i).
(ii) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Commitments Revolving 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 Loans, Swing Line 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.
(iiiii) Prepayments Except as otherwise provided in Section 2.15, prepayments of the Revolving Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Swingline Loans, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 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 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 any Loan Party the US Borrower or any of its Subsidiaries (x) Restricted Subsidiary Disposes of any property pursuant to Section 7.05(f), 7.05(g) or 7.05(h) or any property that is not permitted to be Disposed of by the Loan Documents, in a each case, which Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds (or if less, the Outstanding Amount of the Term Loans) immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party the 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 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 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 (with a corresponding commitment reduction) of the Term Loans as set forth in this Section 2.05(b)(i).
(ii) Each prepayment of Term Loans pursuant to Section 2.05(b)(i) shall be applied ratably to the Term Aggregate Commitments.
(iii) If for any reason the Total Revolving Credit Outstandings at any time exceed the lesser of (A) the Revolving Credit 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.
(iii) Prepayments made pursuant . The Administrative Agent may, at any time and from time to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, time after the prepayment in full of all L/C Borrowings and 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, 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 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 Lenders, as applicableresults of exchange rate fluctuations.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (USD Partners LP)
Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such timethen in effect, the Company Borrower shall immediately prepay 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 2.06(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 Disposes of any property under Section 7.05(g) or suffers a Casualty Event which results in the realization by such Person of Net Cash Proceeds, the Borrower shall use the Net Cash Proceeds to eliminate any Borrowing Base Deficiency resulting from such sale; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or 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 further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor 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.
(iv) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), 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 such Restricted Subsidiary (such prepayments to be applied as set forth in clause (v) below).
(v) Prepayments of the Total Outstandings made pursuant to this Section 2.05(b2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansBorrowings, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc)
Mandatory. (i) If 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) Disposes any sale, lease transfer or other disposition of any property in a Disposition constituting an Asset Sale which results in assets the realization by such Person of 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 any Loan Party or any of its Subsidiaries of any Debt (other than Debt permitted to be incurred or issued pursuant to Section 5.02(b), but including the 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 (yB) receives proceeds above (other than any Extraordinary Receipts which are reinvested in assets used in the operation of casualty insurance or condemnation awards (or payments in lieu thereofthe business within 18 months of receipt of such proceeds), the Company shall prepay an aggregate principal amount of Loans equal to 100% the Term Loan Advances comprising part of such Net Cash Proceeds immediately upon receipt thereof by such Person the same Term Loan (such prepayments with application to be applied as set forth made in accordance with clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company an aggregate amount equal to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt amount of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided furtherprovided, however, that with respect to any payment referred to in clause (A) above, the Net Cash Proceeds not so reinvested shall be immediately applied to from the prepayment sale of Collateral (with a corresponding commitment reduction) of the Loans other than as set forth in this Section 2.05(b)(iclauses (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) If for 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 reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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.
(iii) Prepayments made amounts owing pursuant to this Section 2.05(b), first, 8.04 and shall be applied ratably to each remaining scheduled repayment of the L/C Borrowings Term 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, each Borrower may direct the Administrative Agent to (and if so directed, the Swing Line Loans, second, 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 Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amountsTerm Loan Advances; provided, cash collateralization amounts and remaining amount beinghowever, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments that such Term Loan Advances shall be automatically and permanently reduced by the Reduction Amount continue to bear interest as set forth in Section 2.06(b). Upon 2.06 until the drawing last day 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 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. (i) If In the event and on such occasion that any Net Cash Proceeds are received by or on behalf of any Loan Party or any Subsidiary of its Subsidiaries (x) Disposes a Loan Party in respect of any property in a Disposition constituting an Asset Sale which results Reduction Event, the Borrower shall prepay Loans no later than the fifth Business Day following the occurrence of such Reduction Event (or in the realization case of a Reduction Event described in clause (a) of the 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 Person 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 or received with respect to such Reduction Event and (yB) receives proceeds if such Reduction Event is an event described in clause (d) of casualty insurance or condemnation awards (or payments in lieu thereof)the definition of the term “Reduction Event”, the Company shall prepay an aggregate principal amount of Loans equal to 10050% of such the Net Cash Proceeds immediately upon receipt thereof by received with respect to such Person Reduction Event (with such prepayments to be applied as set forth in clause Section 2.04(b)(iii) and Section 2.04(b)(iv) below), provided that any Net Cash Proceeds from an Asset Sale that is a Reduction Event shall not be applied to prepay Loans, in accordance with this Section 2.04(b)(i) until the aggregate amount of Net Cash Proceeds not yet applied in accordance with this Section 2.04(b)(i) exceeds $1,000,000, at which time all such Net Cash Proceeds shall be so applied. Notwithstanding the foregoing to the contrary:
(iiA) (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 Parent and its Subsidiaries, results in aggregate Net Cash Proceeds of not more than $20,000,000 for such fiscal year, to the extent that the Borrower applies the Net Cash Proceeds from such event (or a portion thereof) within the Reinvestment Period to acquire Reinvestment Assets, then no prepayment of Loans shall be required pursuant to Section 2.04(b)(i) in respect of such amount except to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of such Reinvestment Period, at which time a prepayment of Loans shall be required in an amount equal to such Net Cash Proceeds that have not been so applied (with such prepayment to be applied as set forth in Section 2.04(b)(iii) and Section 2.04(b)(iv) below); provided, however, that, with respect 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 month following the month in which such Net Cash Proceeds were received) following receipt of any Net Cash Proceeds realized under of an Asset Sale relating to Restaurant Businesses (including any Refranchising Asset Sale) for which a Disposition described in this prepayment of Loans, may be required pursuant to Section 2.05(b)(i), at the election 2.04(b)(i) setting forth a reasonably detailed calculation of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt amount of such Net Cash Proceeds, such 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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.
(iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Dennys Corp), Credit Agreement (Dennys Corp)
Mandatory. (i) (A) If (1) any Loan Party or any of its Subsidiaries (x) Disposes of any property in Restricted Company consummates a Disposition constituting an Prepayment Asset Sale or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person any Restricted Company of Net Cash Proceeds or 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 (ythe “De Minimis Proceeds Threshold”) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)any Fiscal Year, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments cause to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent prepaid on or prior to the date which is ten Business Days after the date of the realization or receipt of such DispositionNet 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 Required Net Proceed Percentage of all Net Cash Proceeds received in excess of the De Minimis Proceeds Threshold (collectively, the “Subject Proceeds”); provided, that no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the 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 Prepayment Asset Sale or any Casualty Event required to be applied in ▇▇▇▇:\98106221\28\78831.0005 accordance with Section 2.06(b)(i)(A), at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary the Borrower may reinvest all or any portion of such Subject Proceeds in the business of the Restricted Companies within (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; provided, 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 applied to the prepayment of the Term Loans as set forth in operating assets this Section 2.06.
(B) [Reserved].
(C) If, at the time that any such prepayment would be required hereunder, the 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 long as within 270 days orprepaid 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 Consolidated Leverage Ratio 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 not expressly permitted to be incurred or issued pursuant to Section 7.03 (other than Refinancing Indebtedness which shall be treated in accordance with Section 2.19), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is less than 3.50, eighteen (18) months five Business Days after the receipt of such Net Cash Proceeds, such 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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.
(iii) Prepayments made Within ten Business Days after financial statements have been or are required to be delivered pursuant to this Section 2.05(b6.01(a) and the related Compliance Certificate has been or is required to be delivered pursuant to Section 6.02(a), first, shall be applied ratably to commencing with the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, first full Fiscal Year ending after the prepayment Closing Date, the Borrower shall cause the Subject Loans to be prepaid in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full an aggregate principal amount (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, 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 Lenders, as applicable.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (System1, Inc.), Credit and Guaranty Agreement (System1, Inc.)
Mandatory. (i) If any Loan Party the Borrower or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(g)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company shall Borrower shall, subject to the prior application of such Net 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below)Person; provided, however, provided that, with respect to the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds realized under to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Disposition described Subsidiary of a kind then used or usable in this Section 2.05(b)(i), at the election business of the Company (as notified by the Company to the Administrative Agent on or prior to 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 Disposition)proceeds as part of a like-kind exchange under Section 1031 of the Code, and so long as no Default shall have occurred and be continuing, the potential replacement properties or assets are identified by such Loan Party Borrower or such Subsidiary may reinvest all or any portion 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 further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in operating assets so long as within 270 days orreplacement properties or assets, if the Consolidated Leverage Ratio is less than 3.50or other productive properties or assets, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified acquired by the Company Borrower or a Guarantor of a kind then used or usable 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) business of the Loans as set forth in this Section 2.05(b)(i)applicable Person within 180 days from the date of receipt thereof.; and
(ii) If for Upon the incurrence or issuance subsequent to the Closing Date by the Borrower or any reason the Total Outstandings at of its Subsidiaries of any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03 (b)-(k)) or the L/C Borrowingsissuance 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) in of any Equity Interests (other than any such issuance to the Borrower or a wholly owned Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to such excess.
(iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full 100% of all L/C Borrowings and 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”) may be retained Proceeds received therefrom immediately upon receipt thereof 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 Borrower or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicablesuch Subsidiary.
Appears in 2 contracts
Sources: Bridge Loan Agreement (Sandridge Energy Inc), Bridge Loan Agreement (Sandridge Energy Inc)
Mandatory. (i) If for any reason the Total Revolving Outstandings at any 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 such excess; provided that the Company shall not 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, then, within two Business Days after receipt 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 or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization permitted by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereofSection 7.05(f), Consolidated Leverage Ratio, after giving pro forma effect to such Disposition, is greater than 4.00 to 1.00, the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 10075% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iiiv) below); provided, however, provided that, with respect to any so long as no Specified Event of Default shall have occurred and be continuing, such Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 or prior Agent) to the date extent the Company or any of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest the Subsidiaries reinvests all or any portion of such Net Cash Proceeds in operating assets so long as within 270 three hundred sixty four (364) days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash ProceedsProceeds (or, such purchase 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 (with a corresponding commitment reduction) of prepay the Loans as set forth in this Section 2.05(b)(i)clause (iv) below.
(iiiv) If for any reason All prepayments of the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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.
(iii) Prepayments made pursuant to contemplated by this Section 2.05(b), first, ) shall be applied ratably to the L/C Borrowings and principal repayment installments of the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the Term Loans in direct order of maturity. The amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations Term 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 Loan Parties for use in the ordinary course of its their business.
(v) Notwithstanding any of the other provisions of clause (iii) of this Section 2.05(b), so long as no 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 (iii) of this Section 2.05(b), the Aggregate Commitments shall aggregate amount of Net Cash Proceeds required by such clause to be automatically applied to prepay Loans on such date is less than or equal to $10,000,000, 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 (iii) of this Section 2.05(b) to be applied to prepay Loans exceeds $10,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Loans and permanently reduced by may, subject to the Reduction Amount as fulfillment of the applicable conditions set forth in Section 2.06(b). Upon Article IV, reborrow such amounts (which amounts, to the drawing of any Letter of Credit that has been extent originally constituting Net Cash CollateralizedProceeds, the funds held as Cash Collateral shall be applied (without any further action deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.this Section 2.05
Appears in 2 contracts
Sources: Credit Agreement (Hain Celestial Group Inc), Credit Agreement (Hain Celestial Group Inc)
Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in To the realization by such Person of extent that the Net Cash Proceeds of any Asset Sale or (y) receives proceeds Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of casualty insurance or condemnation awards (or payments in lieu thereof)Extraordinary Receipts, the Company Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds immediately upon promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Person Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of 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 as set forth in clause (iiiii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such timeCommitments, the Company Borrower shall immediately prepay 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 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect.
(iii) Prepayments of the Facility made pursuant to this Section 2.05(b)2.4(b) shall be applied, first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansBorrowings, second, shall be applied ratably to the outstanding 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 and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)Borrower. 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 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 any Loan Party (1) the Borrower or any of its Subsidiaries (x) Disposes of any property pursuant to Section 7.05(g) or (2) any Casualty Event occurs, in a Disposition constituting an Asset Sale either case, which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds in excess of casualty insurance or condemnation awards (or payments in lieu thereof)$35,000,000, the Company Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below)Person; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 DispositionDisposition or Casualty Event), and so long as no Default shall have occurred and be continuingcontinuing at the time of such Disposition or Casualty Event, such Loan Party the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long (i) as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen twelve (1812) months after the receipt of such Net Cash Proceeds, such purchase 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 (with a corresponding commitment reduction) of the Term A Loans as set forth in this Section 2.05(b)(i).
(ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the 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 Borrower or such Subsidiary.
(iii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied to the Term A Loan to the principal repayment installments thereof in direct order of maturity to the next four principal repayment installments thereof and, thereafter, to the remaining principal repayment installments (including any installment on the Maturity Date) thereof in direct order of maturity.
(iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments 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.
(iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Halozyme Therapeutics, Inc.), Credit Agreement (Halozyme Therapeutics, Inc.)
Mandatory. (i) If any Loan Party the Borrower or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (l)) or any Casualty Event occurs, which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of such Net Cash Proceeds immediately upon (or, if the 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 such Disposition or Casualty Event, then such lesser percentage of such Net Cash Proceeds 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 any event within five Business Days, after the later of (A) receipt thereof by such Person and (B) the expiration of the 5-day period provided below (such prepayments to be applied as set forth in clause (iiiii) and subject to clauses (iv) and (v) below); provided, however, that, that with respect to any such Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date of such DispositionNet Cash Proceeds therefrom), and so long as no Default shall have occurred and be continuing, such Loan Party the Borrower or such 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 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) 12 months after the receipt of such Net Cash Proceeds, Proceeds such purchase 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 (with a corresponding commitment reduction) of the Term A Loans as set forth in this Section 2.05(b)(i).
(ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (x) not expressly permitted to be incurred or issued pursuant to Section 7.02 or (y) that constitutes Refinancing Commitments, Refinancing Loans or Refinancing Equivalent Debt, the Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom promptly, but in any event within five Business Days, after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (iii) below and subject to clause (iv) below).
(iii) Each prepayment of Term A Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied ratably to the Term A Loans then outstanding and to the principal repayment installments thereof as directed by the Borrower.
(iv) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or any 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 2.05(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 $1,000,000, the 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 2.05(b) to be applied to prepay Term A Loans exceeds $1,000,000, in which case the prepayment amount shall be such excess over $1,000,000. During such deferral period the 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 IV, 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 2.05(b). Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default, during any such deferral period, the Borrower shall immediately prepay the Term A Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Term A Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (iv)) 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 Aggregate Commitments Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and 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.
(iiivii) Prepayments of the Revolving Credit Facility made pursuant to clause (vi) of this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings 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 the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 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 Upon any Loan Party Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subject Subsidiaries (x) Disposes in respect of any its property in a Disposition constituting an Asset Sale which results in or assets, after the realization by such Person first $20,000,000 of Net Cash Proceeds relating to any Extraordinary Receipt and thereafter any amount in excess of $3,000,000 for any one event or (y) receives proceeds series of casualty insurance or condemnation awards (or payments in lieu thereof)related events, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such all Net Cash Proceeds immediately upon received therefrom within three Business Days after the date of receipt thereof by the Borrower or such Person (such prepayments Subsidiary subject to be applied as set forth in clause (ii) belowthe provisions of Section 2.05(b)(iv); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and 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 Loan Party intention to the Administrative Agent on or such Subsidiary may reinvest all or any portion of 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 in operating assets thereof may be reinvested so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) 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 purchase restoration, repair or replacement or purchase, 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 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); and provided further, however, further that any Net Cash Proceeds not so reinvested at the end of such period shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i)2.05.
(ii) If for any reason Each prepayment of Loans pursuant to this Section 2.05(b) shall be applied, first, ratably to the Total Outstandings at any time exceed the Aggregate Commitments at such timeTerm A Facility and, if applicable, the Company shall immediately prepay LoansIncremental Term Facilities and to the principal repayment installments thereof on a pro rata basis and, Swing Line Loans and L/C Borrowings and/or Cash Collateralize thereafter, to the L/C Obligations Revolving Credit Facility in the manner set forth in clause (other than the L/C Borrowingsiii) in an aggregate amount equal to such excessof this Section 2.05(b).
(iii) Prepayments of the Revolving Credit Facility made pursuant to clause (i) of this Section 2.05(b), first, shall be applied ratably to the prepay L/C Borrowings and the Swing Line Loansoutstanding 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 Loansat such time until all such Swing Line Loans are paid in full, and, third, shall be used applied to Cash Collateralize prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full; and, in the remaining L/C Obligations; and case of prepayments of the Revolving Credit Facility required pursuant to clause (i) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all Loans and L/C Borrowings and 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, 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 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. If (iA) If any Loan Party the Company or any of its Subsidiaries Disposes of any Collateral other than (x) Disposes Dispositions under Section 7.24(i) or Section 7.24(ii); (y) any Disposition of any property Equity Interests in a Disposition constituting 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 suffers an Asset Sale Event of Loss, which results in each case, 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 Proceeds or from Mandatory Prepayment Dispositions and Events of Loss in an aggregate amount in excess of $75,000,000 (y) receives proceeds for the avoidance of casualty insurance or condemnation awards doubt, excluding any Net Cash Proceeds excluded under the preceding subclause (or payments in lieu thereofi)(A)(x)), the Company shall prepay in each case prepay, within three Business Days after receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof Proceeds; provided that if the Company’s Total Leverage Ratio, as determined by the 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 Person percentage shall be reduced to 75% of such Net Cash Proceeds, or (y) less than 2.00:1.00, such prepayments percentage shall be reduced to be applied as set forth in clause (ii) below)50% of such Net Cash Proceeds; provided, howeverfurther, that, that (x) with respect to all or a portion of any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date such third Business Day following receipt of such DispositionNet Cash Proceeds of Dispositions of Collateral), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen MSGN – A&R Credit Agreement (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent2019); 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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.
(iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If any Loan Party the Borrower or any of its Restricted Subsidiaries (xA) Disposes of any property (other than any deemed Disposition referred to in a Disposition constituting Section 7.08(c)) or (B) suffers an Asset Sale Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds Proceeds, the Borrower shall prepay (or, in the case of the Term B Loan or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereofIncremental Term Facility, if any, offer to purchase at par), 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 immediately upon receipt thereof by such Person (such prepayments which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to be applied as prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth in clause (ii) 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 realized under a Disposition described in this Section 2.05(b)(i2.04(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date receipt of such DispositionNet Cash Proceeds), and so long as no Default shall have occurred and be continuing, such Loan Party the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.04(b)(i).
(ii) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.15), the 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 Borrower or such Restricted Subsidiary.
(iii) Each prepayment of Loans pursuant to Section 2.04(b)(i) shall be applied, first, ratably to the Term 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 (vi) 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) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line 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.
(iiivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line 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 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, 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 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) [Reserved].
(ii) If any Loan Party following the Closing Date the Reporting Company or any of its Subsidiaries (x) Disposes makes a Disposition of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Sections 7.05(a)-7.05(m) or (p) or (q)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Reporting Company shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iiv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.05(b)(ii), at the election of the Reporting Company (as notified by the Reporting Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party the Reporting Company or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets the business of the Consolidated Group so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Reporting Company 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(ii).
(iii) Upon the incurrence or issuance by the Reporting Company or any of its Subsidiaries of any Indebtedness after the Closing Date (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Reporting Company 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 Reporting Company or such Subsidiary (such prepayments to be applied as set forth in clause (v) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of the Reporting Company or any of its Subsidiaries after the Closing Date, and not otherwise included in clause (ii) or (iii) of this Section 2.05(b), the Reporting Company 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 Reporting Company 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 Reporting Company (as notified by the Reporting Company 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 Reporting Company 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; 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).
(v) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied ratably to each of the Term A Facility, the Term B Facility, other than during the Capital Funds Period, and the Term A-1 Facility and to the principal repayment installments thereof on a pro-rata basis.
(vi) Notwithstanding any of the other provisions of clause (ii), (iii) or (iv) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(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 (ii), (iii) or (iv) of this Section 2.05(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 $5,000,000, 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 (ii), (iii) or (iv) of this Section 2.05(b) to be applied to prepay Term Loans exceeds $5,000,000. 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 IV, 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 2.05(b). Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Company shall immediately prepay the Term 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 Term Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vi)) but which have not previously been so applied.
(vii) If for any reason the Total U.S. Revolving Credit Outstandings at any time exceed the Aggregate Commitments U.S. Revolving Credit Facility at such time, the Company Borrowers shall immediately prepay U.S. Revolving Credit Loans in an aggregate amount equal to such excess.
(A) If for any reason the Total Multicurrency Revolving Credit Outstandings at any time exceed the Multicurrency Revolving Credit Facility at such time, the Borrowers shall immediately prepay Multicurrency 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 excessexcess and (B) if the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Credit Loans denominated in Alternative Currencies at such time exceeds an amount equal to 103% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Revolving Credit 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 Alternative Currency Sublimit then in effect.
(iiiix) Prepayments made Notwithstanding any other provisions of this Section 2.05 mandatory prepayments arising from the receipt of Net Cash Proceeds from any Disposition or Extraordinary Receipts by any Foreign Subsidiary pursuant to Section 2.05(b)(ii) or (iv) (each, a “Foreign Disposition”) shall not be required (1) to the extent the making of any such mandatory prepayment from the Net Cash Proceeds of such Foreign Disposition or Extraordinary Receipts (or the repatriation of funds to effect such payment) would give rise to a material adverse tax consequence (as reasonably determined by the Reporting Company), (2) without duplication (including with respect to any reduction set forth in the definitions of Net Cash Proceeds, Extraordinary Receipts or Excess Cash Flow), to the extent such amounts have been applied to voluntarily prepay any Indebtedness of any Foreign Subsidiary or to the extent such Foreign Subsidiary has reinvested such amounts in its business or the business of the Reporting Company or its Subsidiaries, provided that no such prepayments and no such reinvestments shall be permitted at the time a Default or Event of Default shall then be continuing or (3) so long as the applicable local Laws will not permit repatriation thereof to the United States (the Reporting Company hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly file any required forms, obtain any necessary consents and take all similar actions reasonably required by the applicable local Laws to permit such repatriation); provided that if such repatriation of any such affected Net Cash Proceeds or Foreign Excess Cash Flow is later permitted under applicable Laws, unless such amounts have previously been applied to prepayments or reinvestments to the extent permitted by clause (2) above, such repatriation will, subject to clause (1) above, be effected as promptly as practicable and such repatriated Net Cash Proceeds or Foreign Excess Cash Flow, as applicable, will be promptly after such repatriation applied to the repayment of the Term Loans pursuant to this Section 2.05(b), first, shall be applied ratably ) to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Lenders, as applicableextent provided herein.
Appears in 1 contract
Sources: Credit Agreement (Arris Group Inc)
Mandatory. (i) If any Loan Party the Borrower or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.04(a), (b), (c), (d), (e), (f), (h), (i) and (j) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereofProceeds), the Company Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds immediately upon within three Business Days after receipt thereof by such Person (such prepayments to be applied as set forth in clause (iiiv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on within 90 days after or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary the Borrower and its Subsidiaries may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 180 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated, or the Borrowers or such Subsidiary shall have committed to such reinvestment in writing (and the resulting reinvestment is consummated within 270 days after receipt of such Net Cash Proceeds) (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 written agreement or so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans within 30 days of receipt thereof (or termination of such written agreement without consummation of purchase) as set forth in this Section 2.05(b)(i).
(ii) Upon the sale or issuance by the Borrower of any of its Equity Interests (other than Excluded Equity Issuances), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days after receipt thereof by the Borrower (such prepayments to be applied as set forth in clause (iv) below).
(iii) Upon the incurrence or issuance by the Borrower of any Indebtedness (other than Excluded Debt Issuances), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days after receipt thereof by the Borrower (such prepayments to be applied as set forth in clause (iv) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party, and not otherwise included 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 immediately upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vi) below); provided, however, that with respect to any proceeds of insurance or condemnation awards (or payments in lieu thereof), at the election of the Loan Party (as notified by the Loan Party to the Administrative Agent on or prior to the date of receipt of such insurance proceeds or condemnation awards), and so long as no Default shall have occurred and be continuing, such Loan Party may apply within 90 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 2.05(b)(iv).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied to the Term Loans of the Lenders in accordance with their respective Applicable Percentages. Each mandatory prepayment of Loans in the foregoing provisions shall be applied to the remaining Scheduled Term Loan Installments on a pro rata basis.
(vi) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such timethen in effect, the Company Borrower shall immediately prepay 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.
(iii) Prepayments made ; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, ) unless after the prepayment in full of the Revolving Credit Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect.
(vii) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Borrowings Obligations to the extent, and only to the extent, such outstanding 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 are not authorized by the Company for use in the ordinary course of its businessthen effective necessary or required approvals, consents 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 authorizations from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicablesuch Governmental Authorities.
Appears in 1 contract
Mandatory. (i) If at any Loan Party time the 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 of its Subsidiaries (x) Disposes of Subsidiary shall at any property in time or from time to time make or agree to make a Disposition constituting or shall suffer an Asset Sale which results in Event of Loss with respect to any Property, then the realization by Borrower shall promptly notify the Administrative Agent of such Person proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or (ysuch Subsidiary in respect thereof) receives proceeds and, promptly upon receipt by the Borrower or such Subsidiary of casualty insurance the Net Cash Proceeds of such Disposition or condemnation awards (or payments in lieu thereof)Event of Loss, the Company Borrower shall prepay the Obligations in 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 immediately are 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 so long as no Default then exists, and (z) in the case of any 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 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 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 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 thereof by such Person 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 prepayments issuance to be applied as set forth received by or for the account of such Loan Party in clause 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.
(iiv) belowWithin 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 31, 2020), 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 Section 2.8(a) hereof; provided, however, that, that the Prepayment Percentage shall be reduced to 25% for any Fiscal Year of the Borrower with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at which the election Total 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 to for the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds relevant Fiscal Year in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio accordance with Section 8.5 hereof) is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing 2.0 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 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 (Administrative Agent for the relevant Fiscal Year in accordance with a corresponding commitment reductionSection 8.5 hereof) of the Loans as set forth in this Section 2.05(b)(i)is less than 1.0 to 1.0.
(vi) If after the Closing Date, (A) the Borrower or any other Loan Party shall receive any payment in connection with a claim under the ▇▇▇▇ R&W Insurance Policy or any similar 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) If for covering any reason out-of-pocket expenses (including out-of-pocket legal expenses and any taxes) incurred by the Total 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 Aggregate Commitments at such timeBorrower shall, within three (3) Business Days after receipt thereof, prepay the Company shall immediately prepay 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 100% of the amount of such excessR&W Insurance Policy Payment.
(vii) The amount of each such prepayment under clauses (ii), (iii), (iv), (v) Prepayments made pursuant to and (vi) of this Section 2.05(b), first, 2.8(b) shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably (A) first to the outstanding Term Loans (to be applied on a ratable basis among the Term A Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; Delayed Draw Term Loans and the amount remaining, Incremental Term Loans (if any, after ) based on the prepayment outstanding principal amounts thereof) until paid in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization (B) then, without a reduction of the Revolving Credit Commitments, 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 in full (accordance with Section 9.4. Unless the sum Borrower otherwise directs, prepayments of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”Loans under this Section 2.8(b) 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 first to Borrowings of Base Rate Loans until payment in full thereof with any further action balance applied to Borrowings of Eurodollar Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.8(b) shall be made by the payment of the principal amount to be prepaid and, in the case of any Term Loans or notice Eurodollar Loans or Swingline Loans, accrued interest thereon to or from the Company or date of prepayment together with any other Loan Party) to reimburse amounts due the L/C Issuer or the Lenders, as applicableLenders under Section 4.5.
Appears in 1 contract
Mandatory. (iIn addition to the principal payments required under Section 2.05(d) If any Loan Party or any above, Borrower shall pay to Administrative Agent, for the ratable benefit of its Subsidiaries Lenders, as a prepayment of outstanding principal on the Loans and Notes, the lesser of (x) Disposes of any property in a Disposition constituting an Asset Sale which results in all outstanding principal, interest, Fees, expenses, Additional Costs and other fees and costs on the realization by such Person of Net Cash Proceeds Loan and Note, or (y) receives proceeds of casualty insurance or condemnation awards one hundred percent (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 2.05(b)(i).following amounts:
(iii) If for In the event any reason of the Total Outstandings at compressor units of Borrower which are part of the Inventory are sold, all net Sales Proceeds of any time exceed such compressor unit sale or sales in excess of $1,000,000 in the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations aggregate (other than the L/C Borrowingsincluding any prior sales permitted hereunder) during any consecutive twelve (12) month period (provided that sales in excess of an aggregate amount equal to such excess.
(iiiof $250,000 may not be made in any fiscal quarter) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably in reduction of the principal balance of the Loans; PROVIDED, HOWEVER, if a Borrowing Base deficiency pursuant to Section 3.02(b)(iv) hereof results from or is caused by any sale of a compressor unit, such portion of the L/C Borrowings and net Sales Proceeds of any compressor unit in Inventory as is necessary to satisfy the Swing Line Loans, second, Section 3.02(b)(iv) deficiency shall be applied ratably on the Loans prior to aggregation of the outstanding Loans, and, third, shall be used to Cash Collateralize remainder of such net Sales Proceeds as a principal prepayment on the remaining L/C ObligationsNotes; and PROVIDED, HOWEVER, no such sale or sales in excess of $1,000,000 in the amount remainingaggregate during any consecutive twelve (12) month time period (or $250,000 in any one fiscal quarter) shall occur without the prior written consent of Administrative Agent. For purposes of this section, if any, "Sales Proceeds" shall mean the net sales price of such compressor units (after the prepayment in full deduction of all L/C Borrowings and Loans outstanding at such time and direct costs of sale). Such sale(s) of compressor unit(s) in excess of $1,000,000 singularly or in the Cash Collateralization aggregate (or $250,000 in any one fiscal quarter) shall effect an automatic reduction of the remaining L/C Obligations Borrowing Base and shall also permit Administrative Agent, at its option, to effect a redetermination thereof in full (accordance with the sum provisions of such prepayment amountsSection 3.06 hereof, cash collateralization amounts and remaining amount being, collectively, excluding the “Reduction Amount”unit(s) 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 Lenders, as applicablebeing sold.
Appears in 1 contract
Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed prior to the Revolver Maturity Date exceeds the Aggregate Commitments at such timethen in effect, the Company Borrowers shall immediately prepay Loans, Swing Line Revolving 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.
(iiiii) Prepayments made pursuant Upon the issuance and sale by the REIT of any of its Equity Interests, the REIT shall prepay the Loans in an amount equal to this Section 2.05(b100% of the Net Cash Proceeds received by the REIT in respect thereof; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the REIT may use all or a portion of such Net Cash Proceeds to (A) pay operating expenses of the Loan Parties due and payable at the time of, or anticipated to become due and payable within sixty (60) days of, such sale or issuance of its Equity Interests and/or (B) make dividends or other distributions in an amount not to exceed the amount required for the REIT to eliminate 110% of its taxable income at the time of such sale or issuance of its Equity Interests or otherwise required for the REIT to maintain its tax status as a real estate investment trust, in the case of each of clauses (A) and (B), first, shall be applied ratably so long as (x) the REIT delivers to the L/C Borrowings and Administrative Agent a certificate signed by a Responsible Officer of the Swing Line Loans, second, shall be applied ratably REIT certifying the amount of such Net Cash Proceeds permitted to the outstanding Loans, and, third, shall be used to Cash Collateralize for the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 purposes set forth in Section 2.06(bclauses (A) and (B). , together with a detailed calculation thereof and (y) such Net Cash Proceeds are used for such purposes within sixty (60) days after the date of such sale or issuance of its Equity Interests.
(iii) Upon the drawing receipt by any Loan Party of any Letter of Credit that has been Net Cash CollateralizedProceeds from an Investment Asset Payment, the funds held Borrowers shall prepay the Loans in an amount equal to 100% of such Net Cash Proceeds; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the REIT may use all or a portion of such Net Cash Collateral shall Proceeds to (A) pay operating expenses of the Loan Parties due and payable at the time of, or anticipated to become due and payable within one hundred-twenty (120) days of, such Investment Asset Payment and/or (B) make dividends or other distributions in an amount not to exceed the amount required for the REIT to eliminate 110% of its taxable income at the time of such Investment Asset Payment or otherwise required for the REIT to maintain its tax status as a real estate investment trust, in the case of each of clauses (A) and (B), so long as (x) the REIT delivers to the Administrative Agent a certificate signed by a Responsible Officer of the REIT certifying the amount of such Net Cash Proceeds permitted to be applied used for the purposes set forth in clauses (without any further action by or notice to or from A) and (B) together with a detailed calculation thereof and (y) such Net Cash Proceeds are used for such purposes within one hundred-twenty (120) days after the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicabledate of such Investment Asset Payment.
Appears in 1 contract
Mandatory. (i) If any Loan Party (1) the Borrower or any Restricted Subsidiary of its Subsidiaries (x) the Borrower Disposes of any property in a or assets (other than any Disposition constituting an Asset Sale of 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 (2) any Casualty Event occurs, which results in the realization receipt by such Person the Borrower or Restricted Subsidiary of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereofProceeds, subject to Section 2.05(b)(iv), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments cause to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent prepaid on or prior to the date which is five Business Days after the date of the receipt by the Borrower or any Restricted Subsidiary of such DispositionNet 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 on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and so long as no Default shall have occurred and be continuingOther Applicable Indebtedness at such time; provided, such Loan Party or such Subsidiary may reinvest all or any further, that the portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if allocated to the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after Other Applicable Indebtedness shall not exceed the receipt amount of such Net Cash Proceeds, such purchase 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 (with a corresponding commitment reduction) 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 2.05(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) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Funding Date (A) not permitted to be incurred or issued pursuant to 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 Borrower shall 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 on or prior to the date which is five Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Cash Proceeds.
(iii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay aggregate Outstanding Amount of Revolving Credit Loans, 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.
(iii) Prepayments made pursuant ; provided that the Borrower shall not be required to this Section 2.05(b), first, shall be applied ratably to Cash Collateralize the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably Obligations pursuant to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if anythis Section 2.05(b)(iii) unless, after the prepayment in full of the Revolving Credit Loans 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 L/C Borrowings 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 Loans outstanding 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, 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 Lenders, as applicableBorrower.
Appears in 1 contract
Sources: Credit Agreement (OTG EXP, Inc.)
Mandatory. (i) If any Loan Party or any of its Domestic Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale pursuant to Section 7.05(l) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiv) and (viii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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), and so long as no Default shall have occurred and be continuing, such Loan Party or such 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 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, either (x) such 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i).
(ii) [Intentionally Omitted].
(iii) Upon the incurrence or issuance by Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), 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 Holdings 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 Domestic Subsidiaries, and not otherwise included in clause (i) 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 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 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, 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).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility and to the principal repayment installments thereof (including, for the avoidance of doubt, the payment on 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 (viii) of this Section 2.05(b).
(vi) Notwithstanding any of the other provisions of clause (i), (iii) or (iv) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(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 (iv) of this Section 2.05(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 $1,000,000, the 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 (iv) of this Section 2.05(b) to be applied to prepay Loans exceeds $1,000,000. During such deferral period the 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 IV, 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 2.05(b). Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vi)) but which have not previously been so applied.
(vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments 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.
(iiiviii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings 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 and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (iii) or (iv) of this Section 2.05(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 Aggregate Commitments Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b2.06(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 any Loan Party the Borrower or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(a), (b), (c), (d), (e) or (f)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiv) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date of such Disposition), and so long as no Default or Event of Default shall have occurred and be continuing, such Loan Party the Borrower or such Subsidiary may reinvest or commit to reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 360 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds (and in the case of any such commitment to reinvest Net Cash Proceeds, such purchase 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(ii).
(ii) If for . Upon the incurrence or issuance by the Borrower or any reason the Total Outstandings at of its Subsidiaries of any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the L/C Borrowings) in 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 such excess.
Subsidiary (iii) Prepayments made pursuant such prepayments to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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(bclauses (v) and (vii) below). Upon any Extraordinary Receipt received by or paid to or for the drawing account of the Borrower or any 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 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 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 or Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply or commit to apply within 360 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 in the case of any Letter of Credit that has been such commitment to apply such Net Cash CollateralizedProceeds, the funds held as Cash Collateral such application shall be consummated within 180 days after the end of such 360-day period); and provided, further, however, that any cash proceeds not so applied (without any further action by or notice shall be immediately applied to or from the Company or any other Loan Party) to reimburse prepayment of the L/C Issuer or the Lenders, Loans as applicableset forth in this Section 2.05(b)(iv).
Appears in 1 contract
Mandatory. (i) (A) If (1) any Loan Party or any of its Subsidiaries (x) Restricted Company Disposes of any property or assets pursuant to Section 7.05(l)(ii), 7.05(q), 7.05(s), 7.05(t) or 7.05(u) or (2) any Casualty Event occurs, which in a Disposition constituting an Asset Sale which the aggregate results in the realization or receipt by such Person any Restricted Company of Net Cash Proceeds or (y) receives proceeds in excess of casualty insurance or condemnation awards (or payments $5,000,000 in lieu thereof)any fiscal year, the Company Borrower shall prepay cause to be prepaid on or prior to the date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds immediately upon receipt thereof by such Person in accordance with Section 2.06(b)(i)(B) (such prepayments to which election may only be applied as set forth in clause (ii) belowmade if no Event of Default has occurred and is then continuing); provided, however, that, with (B) With respect to any Net Cash Proceeds realized under a or received with respect to any Disposition described or any Casualty Event required to be applied in this accordance with Section 2.05(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 date of such Disposition)Borrower, and so long as no Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary the Borrower may reinvest all or any portion of such Net Cash Proceeds in operating the acquisition, improvement or maintenance of assets so long as useful in the operations of the Restricted Companies within 270 days or, (x) 12 months following receipt of such Net Cash Proceeds or (y) if the Consolidated Leverage Ratio Borrower enters into a contract to reinvest such Net Cash Proceeds within such 12 month period following receipt thereof, 18 months following receipt of such Net Cash Proceeds; provided 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 43 such 12 month period or 18 month period, as applicable, an amount equal to any such Net Cash Proceeds shall within ten Business Days be applied to the prepayment of the Term Loans as set forth in this Section 2.06. (ii)If any Restricted Company incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03 (other than Refinancing Indebtedness which shall be treated in accordance with Section 2.19), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is less than 3.50, eighteen (18) months five Business Days after the receipt of such Net Cash Proceeds, such 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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.
(iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Lenders, as applicable.
Appears in 1 contract
Sources: Credit and Guaranty Agreement
Mandatory. (i) If any Loan Party the Borrower or any of its Subsidiaries (x) Disposes of any property in a (including any Disposition constituting an Asset Sale made under Section 7.05(f) but excluding any other Disposition permitted under Section 7.05) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds in excess of casualty insurance or condemnation awards (or payments $10,000,000 in lieu thereof)the aggregate for all such Dispositions in any Fiscal Year, the Company Borrower shall prepay an aggregate principal amount of Term Loans equal to the lesser of (A) 100% of such Net Cash Proceeds and (B) the aggregate outstanding amount of all Term Loans immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iiiii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date within five Business Days of receipt of such DispositionNet Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, such Loan Party the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating useful assets in the business so long as within 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 purchase 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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.
(iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Integra Lifesciences Holdings Corp)
Mandatory. (i) If The Borrower shall (A) on the date of receipt of the Net Cash Proceeds by the Borrower or any Loan Party of its Subsidiaries from the sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries (x) Disposes of other than any property or assets expressly permitted to be sold, leased, transferred or otherwise disposed of pursuant to clause (i), (ii), (iii), (iv), (ix), (x), (xii), (xiii) or (xiv) of Section 5.02(e) and property or assets to the extent that the aggregate value of such property and assets disposed of in a Disposition constituting an Asset Sale which results in any single transaction or related series of transactions does not exceed $500,000), (B) no later than five days following the realization by such Person receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries from any Equipment Financing Transaction, Permitted Foreign Receivables Transaction, or Real Estate Financing Transaction, (yC) receives proceeds on the date of casualty insurance receipt of the Net Cash Proceeds by the Borrower or condemnation awards any of its Subsidiaries from any Permitted Domestic Receivables Transaction, and (D) on the date of receipt of the Net Cash Proceeds by the Borrower or payments in lieu thereofany of its Subsidiaries from any Insurance Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries (other than the Net Cash Proceeds of any Insurance Receipt with respect to property subject to an Equipment Financing Transaction, a Real Estate Financing Transaction or a Lien permitted under Section 5.02(a)(iv)), the Company shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt amount of such Net Cash Proceeds. Each prepayment of Advances pursuant to this clause (i) shall be applied to prepay the Tranche A Term Advances and the Tranche B Term Advances and reduce the Revolving Credit Facility on a pro rata basis; PROVIDED, such purchase HOWEVER, that notwithstanding the foregoing provisions of this clause (i) and Section 2.06(b)(vi), in no event shall the Revolving Credit Facility be reduced pursuant to this clause (i), to less than $500,000,000, and any amounts that otherwise would have been consummated (as certified by applied to reduce the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested Revolving Credit Facility shall be immediately applied to the further prepayment (with a corresponding commitment reduction) of the Tranche A Term Loans as set forth and the Tranche B Term Loans on a pro rata basis. Each prepayment of Tranche A Term Advances and Tranche B Term Advances pursuant to this clause (i) shall be applied to reduce the principal repayment installments thereof in this Section 2.05(b)(i)inverse order of maturity.
(ii) If for The Borrower shall, no later than three Business Days following the receipt of the Net Cash Proceeds by the Borrower or any reason of its Subsidiaries from (A) the Total Outstandings at incurrence or issuance by the Borrower or any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations of its Subsidiaries of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to Section 5.02(b) (other than Section 5.02(b)(i)(C)) and (B) the L/C Borrowings) in issuance or sale by the Borrower or any of its Subsidiaries of any Equity Interests therein, prepay an aggregate principal amount of the Tranche A Term Advances and Tranche B Term Advances comprising part of the same Borrowings equal to 100% of the amount of such excessNet Cash Proceeds. Each prepayment of Tranche A Term Advances and Tranche B Term Advances pursuant to this clause (ii) shall be applied to prepay the Tranche A Term Advances and Tranche B Term Advances on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and to reduce the principal repayment installments thereof in inverse order of maturity. In the event that there are no outstanding Tranche A Term Advances or Tranche B Term Advances on the date of receipt of any such Net Cash Proceeds, no prepayment shall be required.
(iii) The Borrower shall, on the tenth day following the date on which the Borrower delivers to the Administrative Agent the Required Financial Information for any Fiscal Year pursuant to Section 5.03(b), commencing with the Fiscal Year ending November 25, 2001, prepay an aggregate principal amount of Tranche A Term Advances and Tranche B Term Advances equal to 50% of the amount of Consolidated Excess Cash Flow for such Fiscal Year; PROVIDED, HOWEVER, that the sum of (A) the mandatory prepayments required to be made under this Section 2.06(b)(iii) for Fiscal Years 2001 and 2002, (B) the repayments required to be made under Sections 2.04(a) and (b) during such Fiscal Years, and (C) any payments made under Sections 2.06(a) and 2.06(b)(v) during such Fiscal Years shall not exceed $200,000,000 during any such Fiscal Year. Each prepayment of Tranche A Term Advances and Tranche B Term Advances pursuant to this clause (iii) shall be applied to prepay the Tranche A Term Advances and Tranche B Term Advances on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and to reduce the principal repayment installments thereof in inverse order of maturity. In the event that there are no outstanding Tranche A Term Advances or Tranche B Term Advances on the date of receipt of any such Net Cash Proceeds, no prepayment shall be required.
(iv) Notwithstanding the foregoing, in the case of any mandatory prepayment of the Tranche B Term Advances pursuant to clause (i)(B), clause (i)(C) or clause (ii) of this Section 2.06(b), the Tranche B Term Lenders shall, so long as there are outstanding Tranche A Term Advances, have the option to waive the right to receive the amount of such mandatory prepayment of the Tranche B Term Advances. In the event that there are no outstanding Tranche A Term Advances on the date of any mandatory prepayment, the Tranche B Term Lenders shall have no option to waive the right to receive such prepayment. Upon the receipt of any such mandatory prepayment, the Administrative Agent shall notify each Tranche B Term Lender of such receipt. In the event any Tranche B Term Lender desires to waive such Tranche B Term Lender's right to receive such mandatory prepayment, such Tranche B Term Lender shall so advise the Administrative Agent in writing no later than the close of business on the third Business Day following receipt of such notice from the Administrative Agent and, within five Business Days of the receipt by Administrative Agent of such mandatory prepayment, the Administrative Agent shall apply the amount that otherwise would have been applied to mandatorily prepay the Tranche B Term Advances of all Tranche B Term Lenders waiving their right to receive such mandatory prepayment to the further prepayment of the Tranche A Term Advances to the extent any are then outstanding.
(v) The Borrower 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, and, if applicable, deposit an amount into the L/C Cash Collateral Account equal to the amount by which (A) the sum of (1) the aggregate principal amount of all Revolving Credit Advances, Letter of Credit Advances and Swing Line Advances outstanding on such Business Day and (2) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Revolving Credit Facility on such Business Day (after giving effect to any permanent reduction thereof pursuant to Section 2.05 on such Business Day) on such Business Day.
(vi) Prepayments of the Revolving Credit Facility made pursuant to clause (i) or (v) of this Section 2.05(b2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loansprepay Letter of Credit Advances outstanding at such time until all such Letter of Credit Advances are paid in full, second, shall be applied ratably to the prepay Swing Line Advances outstanding Loans, andat such time until all such Swing Line Advances are paid in full, third, shall be used applied to Cash Collateralize prepay Revolving Credit Advances comprising part of the remaining same Borrowings and outstanding at such time until all such Revolving Credit Advances are paid in full and, fourth shall be deposited into the L/C ObligationsCash Collateral Account to cash collateralize 100% of the Available Amount of all Letters of Credit outstanding at such time; and and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) of this Section 2.06(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans Advances outstanding at such time and the Cash Collateralization 100% cash collateralization of the remaining L/C Obligations in full aggregate Available Amount of all Letters of Credit outstanding at such time (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 Aggregate Commitments Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b2.05(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, for which funds are on deposit in the funds held as L/C Cash Collateral Account, such funds 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 applicable Issuing Bank or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Levi Strauss & Co)
Mandatory. (i) If any Loan Party the U.S. Borrower or any of its Subsidiaries (x) Disposes of Domestic Subsidiary shall at any property in time or from time to time make or agree to make a Disposition constituting or shall suffer an Asset Sale which results Event of Loss resulting in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days orexcess of $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers, if then (x) the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after U.S. Borrower shall promptly notify the receipt Administrative Agent of such Net Cash Proceeds, such purchase shall have been consummated proposed Disposition or Event of Loss (as certified by including the Company in writing to amount of the Administrative Agent); and provided further, however, that any estimated Net Cash Proceeds not so reinvested shall to be immediately applied to received by the prepayment U.S. Borrower or such Subsidiary in respect thereof) and (with a corresponding commitment reductiony) promptly upon receipt by the U.S. Borrower or such Subsidiary of the Loans as set forth in this Section 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at Net Cash Proceeds of such timeDisposition or Event of Loss, the Company U.S. Borrower shall immediately prepay Loans, Swing Line the U.S. Term Loans (or all outstanding Loans and L/C Borrowings and/or Cash Collateralize the U.S. L/C Obligations (other than the L/C Borrowingsif an Event of Default exists) in an aggregate amount equal to such excess.
(iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and 100% of the amount remainingof all such Net Cash Proceeds; provided that in the case of each Disposition and Event of Loss, if anythe U.S. Borrower states in its notice of such event that the U.S. Borrower or the applicable Subsidiary intends to reinvest, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization within 180 days of the remaining L/C Obligations in full (the sum applicable Disposition or receipt of such prepayment amounts, cash collateralization amounts and remaining amount being, collectivelyNet Cash Proceeds from an Event of Loss, the “Reduction Amount”) may be retained by the Company Net Cash Proceeds thereof in assets for use in the ordinary course of its businessthe U.S. Borrower's or the applicable Subsidiary's business as then conducted, then so long as no Default or Event of Default then exists, the U.S. Borrower shall not be required to make a mandatory prepayment under this Section 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 U.S. Borrower shall notify the Administrative Agent whether the U.S. Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such assets, and to 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 extent such Net Cash Proceeds have not been Cash Collateralizedso reinvested, the funds held as U.S. Borrower shall promptly prepay the U.S. Term Loans (or all outstanding Loans and U.S. L/C Obligations if an Event of Default exists) in the amount of such Net Cash Collateral Proceeds not so reinvested. The amount of each such prepayment shall be applied on a ratable basis among the relevant outstanding Obligations based on the principal amounts thereof. 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 and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the U.S. Borrower's direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property.
(without ii) If the Australian Borrower or any further Subsidiary thereof shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (x) the Australian Borrower shall promptly notify the Administrative Agent and the Australian Lender of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Australian Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Australian Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, Penford Holdings shall prepay the Australian Term Loans (or all outstanding indebtedness, liabilities and obligations of the Australian Borrowers under the Australian Credit Agreements if an Event of Default exists) in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that in the case of each Disposition and Event of Loss, if the Australian Borrower states in its notice of such event that the Australian Borrower or the applicable Subsidiary intends to reinvest, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets for use in the ordinary course of the Australian Borrower's or the applicable Subsidiary's business as then conducted, then so long as no Default or Event of Default then exists, Penford Holdings shall not be required to make a mandatory prepayment under this Section 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 Australian Borrower shall notify the Administrative Agent and the Australian Lender whether the Australian Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such assets, and to the extent such Net Cash Proceeds have not been so reinvested, Penford Holdings shall promptly prepay the Australian Term Loans (or all outstanding indebtedness, liabilities and obligations of the Australian Borrowers under the Australian Credit Agreements if an Event of Default exists) in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied on a ratable basis among the relevant outstanding Obligations based on the principal amounts thereof. If the Administrative Agent, the Australian Lender or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Australian Lender or another bank or financial institution nominated by the Australian Lender and held by it in an account of the Australian Borrower subject to a charge of, the Australian Lender (the "Australian Collateral Account"). The Australian Borrower must take all action and execute all documents reasonably required by the Australian Lender for the purpose of taking and perfecting such security over the Australian Collateral Account, and grant to the Australian Lender the right to operate the Australian Collateral Account for the following purpose. So long as no Default or Event of Default exists, the Australian Lender is authorized to operate the Australian Collateral Account by withdrawing and disbursing amounts representing such proceeds from the Australian Collateral Account to or at the Australian Borrower's direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property.
(iii) If after the Closing Date the U.S. Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than equity securities issued in connection with the exercise of employee stock options and capital stock issued to the seller of an Acquired Business in connection with an Acquisition permitted hereby, the U.S. Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or notice for the account of the U.S. Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the U.S. Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the U.S. Borrower shall prepay the U.S. Term Loans and, on behalf of Penford Holdings, the Australian Term Loan in an aggregate amount equal to 100% (or from 50% if the Company U.S. Borrower's Total Senior Funded Debt/EBITDA Ratio was less than 2.0 to 1.0 for two consecutive quarters immediately preceding the date of such required payment) of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied on a ratable basis among the relevant outstanding Obligations based on the principal amounts thereof. The U.S. Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 7.11 (Maintenance of Subsidiaries) or Section 8.1(i) (Change of Control) hereof or any other terms of the Loan PartyDocuments.
(iv) If after the Closing Date any Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 7.7(a)-(d) hereof, the U.S. Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to reimburse be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the U.S. Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the U.S. Borrower shall prepay the U.S. Term Loans and, on behalf of Penford Holdings, the Australian Term Loan in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied on a ratable basis among the relevant outstanding Obligations based on the principal amounts thereof. Each of the Borrowers acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 7.7 hereof or any other terms of the Loan Documents.
(v) Within 90 days after the close of each year, beginning August 31, 2004, the U.S. Borrower shall prepay the U.S. Term Loans and, on behalf of Penford Holdings, Australian Term Loan by an amount equal to 50% (the "Excess Cash Flow Percentage") of Excess Cash Flow of the U.S. Borrower and its Subsidiaries for the most recently completed fiscal year of the U.S. Borrower; provided, however, if the U.S. Borrower's Total Senior Funded Debt/EBITDA Ratio is less than 2.0 to 1.0 for two consecutive quarters, then the Excess Cash Flow Percentage shall be deemed to be 0% until such time as the U.S. Borrower's Total Senior Funded Debt/EBITDA Ratio equals or exceeds 2.0 to 1.0. The amount of each such prepayment shall be applied on a ratable basis among the relevant outstanding Obligations based on the principal amounts thereof.
(vi) The U.S. Borrower shall, on each date the U.S. Revolving Credit Commitments are reduced pursuant to Section 2.3 hereof, prepay the U.S. Revolving Loans, U.S. Swing Loans, and, if necessary, prefund the U.S. L/C Issuer or Obligations by the Lendersamount, as applicableif any, necessary to reduce the sum of the aggregate principal amount of U.S. Revolving Loans, U.S. Swing Loans, and U.S. L/C Obligations then outstanding to the amount to which the U.S. Revolving Credit Commitments have been so reduced.
Appears in 1 contract
Sources: Credit Agreement (Penford Corp)
Mandatory. (i) If at any Loan Party time the 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 of its Subsidiaries (x) Disposes of Subsidiary shall at any property in time or from time to time make or agree to make a Disposition constituting or shall suffer an Asset Sale which results in Event of Loss with respect to any Property, then the realization by Borrower shall promptly notify the Administrative Agent of such Person proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or (ysuch Subsidiary in respect thereof) receives proceeds and, promptly upon receipt by the Borrower or such Subsidiary of casualty insurance the Net Cash Proceeds of such Disposition or condemnation awards (or payments in lieu thereof)Event of Loss, the Company Borrower shall prepay the Obligations in 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 immediately are 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 so long as no Default then exists, and (z) in the case of any 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 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 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 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 thereof by such Person 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 prepayments issuance to be applied as set forth received by or for the account of such Loan Party in clause 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.
(iiv) belowWithin 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 31, 2020), 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 Section 2.8(a) hereof; provided, however, that, that the Prepayment Percentage shall be reduced to 25% for any Fiscal Year of the Borrower with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at which the election Total 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 to for the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds relevant Fiscal Year in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio accordance with Section 8.5 hereof) is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing 2.0 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 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 (Administrative Agent for the relevant Fiscal Year in accordance with a corresponding commitment reductionSection 8.5 hereof) of the Loans as set forth in this Section 2.05(b)(i)is less than 1.0 to 1.0.
(vi) If after the Closing Date, (A) the Borrower or any other Loan Party shall receive any payment in connection with a claim under the ▇▇▇▇ R&W Insurance Policy or any similar 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) If for covering any reason out-of-pocket expenses (including out-of-pocket legal expenses and any taxes) incurred by the Total 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 Aggregate Commitments at such timeBorrower shall, within three (3) Business Days after receipt thereof, prepay the Company shall immediately prepay 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 100% of the amount of such excessR&W Insurance Policy Payment.
(vii) The amount of each such prepayment under clauses (ii), (iii), (iv), (v) Prepayments made pursuant to and (vi) of this Section 2.05(b), first, 2.8(b) shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably (A) first to the outstanding Term Loans (to be applied on a ratable basis among the Term A Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; Delayed Draw Term Loans and the amount remaining, Incremental Term Loans (if any, after ) based on the prepayment outstanding principal amounts thereof) until paid in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization (B) then, without a reduction of the Revolving Credit Commitments, 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 in full (accordance with Section 9.4. Unless the sum Borrower otherwise directs, prepayments of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”Loans under this Section 2.8(b) 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 first to Borrowings of Base Rate Loans until payment in full thereof with any further action balance applied to Borrowings of Eurodollar Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.8(b) shall be made by the payment of the principal amount to be prepaid and, in the case of any Term Loans or notice Eurodollar Loans or Swingline Loans, accrued interest thereon to or from the Company or date of prepayment together with any other Loan Party) to reimburse amounts due the L/C Issuer or the Lenders, as applicableLenders under Section 4.5.
Appears in 1 contract
Mandatory. (ia) If any Loan Party or any of its Subsidiaries Within five (x5) Disposes of any property in a Disposition constituting an Asset Sale which results in Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereofrelated Compliance Certificate has been delivered pursuant to Section 6.02(b), the Company shall prepay cause to be prepaid an aggregate principal Dollar Amount of Term Loans in an amount of Loans equal to 100(A) 50% of such Net Excess Cash Proceeds immediately upon receipt thereof Flow, if any, for the fiscal year covered by such Person financial statements (commencing with the fiscal year ended December 31, 2006) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such prepayments to be applied as set forth in clause fiscal year and (ii) belowall 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 (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided, however, that, with respect to provided that no payment of any Net Cash Proceeds realized Loans shall be required under a Disposition described in this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than 5.00:1.
(b) (i) If (x) Holdings, the Company or any of Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), at (b), (c), (d) (to the election of extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f), (g), (h), (i) or (j)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Company (as notified by or such Restricted Subsidiary of Net Cash Proceeds, the Company shall cause to the Administrative Agent be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Disposition), and so long as Net Cash Proceeds an aggregate Dollar Amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that no Default such prepayment shall have occurred and be continuing, required pursuant to this Section 2.05(b)(ii)(A) with respect to such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 purchase shall have been consummated (as certified by that the Company in writing shall have, on or prior to such date, given written notice 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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.
(iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Agent of its business, 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 the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(bis then continuing). 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 Lenders, as applicable.;
Appears in 1 contract
Sources: Second Refinancing and Incremental Amendment (Sungard Capital Corp Ii)
Mandatory. The Borrower shall make a prepayment of the Term Loans until paid in full upon the occurrence of any of the following events at the following times and in the following amounts:
(i) If Concurrently with the receipt by any Loan Party or any of its Subsidiaries (x) Disposes Subsidiary of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds from any Asset Sale or (y) receives proceeds of casualty insurance or condemnation awards (or payments Extraordinary Receipt, in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below)Proceeds; provided, however, provided that, notwithstanding the foregoing, no such prepayment shall be required with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as (x) no Event of Default shall have occurred and be continuingcontinuing and (y) the Borrower provides written notice to the Administrative Agent of its intent to invest, directly or through one or more of its Subsidiaries, such Loan Party Net Cash Proceeds within 365 days of receipt thereof in assets of the general type used in the business of the Borrower and its Subsidiaries; provided that, if, prior to the expiration of such 365-day period, the Borrower, directly or through its Subsidiaries, shall have entered into a binding agreement providing for such Subsidiary may reinvest investment on or prior to the expiration of an additional 180-day period, such 365-day period shall be extended to the date provided for such investment in such binding agreement; and provided further that, if at the conclusion of such period, all or any portion of such Net Cash Proceeds have not been so invested, the Borrower shall make a prepayment of the Term Loans at such time in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen amount of such unutilized Net Cash Proceeds.
(18ii) months after Concurrently with the receipt by any Loan Party or any Subsidiary of any Net Cash Proceeds from any issuance of any Indebtedness of any Loan Party or any Subsidiary (excluding Indebtedness permitted by Section 6.2), in an amount equal to 100% of such Net Cash Proceeds, such 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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.
(iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Lenders, as applicable.
Appears in 1 contract
Mandatory. Subject to the Intercreditor Agreement:
(i) Commencing with the fiscal year ending December 31, 2011, 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 (if any) of the ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements.
(ii) If any Loan Party the Borrower or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (m)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon within three Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (iiv) below); provided, however, that, that (x) any such prepayment shall only be required with the aggregate amount of Net Cash Proceeds from all Dispositions of properties and Extraordinary Receipts received in any fiscal year of the Borrower or such Subsidiary in excess of $5,000,000 and (y) with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.03(b)(ii), 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), and so long as no Default shall have occurred and be continuing, such Loan Party the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) 12 months after the receipt of such Net Cash ProceedsProceeds (or 15 months if a commitment to reinvest is entered into within 12 months after such receipt), such 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.03(b)(ii).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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.
(iii) Prepayments made Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below).
(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 (ii) or (iii) of this Section 2.05(b2.03(b), firstthe Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that (x) any such prepayment shall only be required with the aggregate amount of Net Cash Proceeds from all Dispositions of properties and Extraordinary Receipts received in any fiscal year of the Borrower or such Borrower in excess of $5,000,000 and (y) 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 12 months after the receipt of such cash proceeds (or 15 months if a commitment to reinvest is entered into within 12 months after such receipt) 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 2.03(b)(iv).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.03(b) shall be applied ratably to the L/C Borrowings Facilities and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used next four (4) succeeding scheduled quarterly repayment installments thereof in direct order of maturity and then applied to Cash Collateralize prepay the remaining L/C Obligations; and installments of principal on the amount remaining, if any, after Loans (including the prepayment in full of all L/C Borrowings and 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”final installment) 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 Lenders, as applicableon a pro rata basis.
Appears in 1 contract
Sources: Term B Loan Credit Agreement (Remy International, Inc.)
Mandatory. (i1) If any Loan Party or any The Issuer shall redeem the outstanding principal amount of its Subsidiaries the Tranche of the Global Note related to the affected Aircraft in full (together with accrued and unpaid interest thereon, and in the case of clause (x) Disposes below, the Make-Whole Amount calculated on the principal amount payable to the Holders for a Fixed Rate Global Note (if any) or the Prepayment Premium for a Floating Rate Global Note (if any), as applicable, and all other amounts then owing by the Issuer hereunder and under the other Operative Documents with respect to such Aircraft): (x) prior to or contemporaneously with the early termination of any property in a Disposition constituting an Asset Sale which results in the realization by Lease with respect to such Person of Net Cash Proceeds Aircraft, or (y) receives proceeds on the Settlement Date relating to an Event of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, Loss with respect to such Aircraft unless a Replacement Aircraft is substituted for such Aircraft in accordance with the terms of the Lease, and the Indenture Trustee hereby acknowledges that the Security Trustee may require that any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), funds held by the Security Trustee be applied to any redemption of such Tranche or such Global Note. The Issuer (acting solely at the election direction of the Company (as notified by Lessee) shall give the Company to the Administrative Agent on or prior to the date of such Disposition), Indenture Trustee and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is Ex-Im Bank not less than 3.50, eighteen ten (1810) months after the receipt Business Days notice of any such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent)redemption; and provided further, however, that any Net Cash Proceeds failure to give such notice shall not so reinvested shall be immediately applied affect the obligation of the Issuer to make such redemption payment.
(2) In the prepayment (with a corresponding commitment reductionevent the Lessee becomes obliged pursuant to Section 3(i) of the Loans as set forth in this Section 2.05(b)(i).
(ii) If Lease to pay the Issuer the Termination Value for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such timean Aircraft, the Company Issuer shall immediately prepay Loansredeem the Global Note, 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 or Tranche thereof, relating to such excess.
(iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations Aircraft in full (together with accrued and unpaid interest thereon, Make-Whole Amount or Prepayment Premium (if applicable) and all other amounts then owing by Issuer hereunder and under the sum other Operative Documents) on the ACMI Termination Date for such Aircraft. The Issuer (acting solely at the direction of such prepayment amounts, cash collateralization amounts the Lessee) shall give the Indenture Trustee 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 Lenders, as applicable.Ex-Im Bank not less than ten
Appears in 1 contract
Mandatory. (i) [Reserved];
(ii) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in pursuant to Section 7.05(f) or (p) or pursuant to a Disposition constituting an Asset Sale transaction not otherwise permitted by Section 7.05 which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds in excess of casualty insurance or condemnation awards (or payments $1,000,000 in lieu thereof)any fiscal year, the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon within five (5) Business Days receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iivi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 two hundred seventy (270) days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months 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), 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(ii).
(iii) [Intentionally Omitted].
(iv) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), 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 Loan Party or such Subsidiary (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) or (iv) of this Section 2.05(b), the Borrowers shall prepay an 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 Borrowers (as notified by the Borrowers 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 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).
(vi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the next four (4) principal repayment installments 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 rata basis and, third, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.05(b).
(vii) 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 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 clause (ii) on or before that date on which any such Net Cash Proceed so retained would otherwise have been required to be applied to 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 2.05(b)(vii) shall require the Borrowers to cause any amounts to be actually repatriated to the United States (whether or not such amounts are used in or excluded from the determination of the amount of any mandatory prepayment hereunder).
(viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments 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.
(iiiix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding LoansRevolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitments), and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 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 Loan Party time the 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 of its Subsidiaries (x) Disposes of Subsidiary shall at any property in time or from time to time make or agree to make a Disposition constituting or shall suffer an Asset Sale which results in Event of Loss with respect to any Property, then the realization by Borrower shall promptly notify the Administrative Agent of such Person proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or (ysuch Subsidiary in respect thereof) receives proceeds and, promptly upon receipt by the Borrower or such Subsidiary of casualty insurance the Net Cash Proceeds of such Disposition or condemnation awards (or payments in lieu thereof)Event of Loss, the Company Borrower shall prepay the Obligations in 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 immediately are 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 so long as no Default then exists, and (z) in the case of any 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 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 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 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 thereof by such Person 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 prepayments issuance to be applied as set forth received by or for the account of such Loan Party in clause 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.
(iiv) belowWithin 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 Section 2.8(a) hereof; 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 realized under a Disposition described in this Section 2.05(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 to for the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds relevant Fiscal Year in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio accordance with Section 8.5 hereof) is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing 2.00 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 (Administrative Agent for the relevant Fiscal Year in accordance with a corresponding commitment reductionSection 8.5 hereof) of the Loans as set forth in this Section 2.05(b)(i)is less than 1.00 to 1.0.
(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) If for covering any reason out-of-pocket expenses (including out-of-pocket legal expenses and any taxes) incurred by the Total 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 Aggregate Commitments at such timeBorrower shall, within three (3) Business Days after receipt thereof, prepay the Company shall immediately prepay 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 100% of the amount of such excessR&W Insurance Policy Payment.
(vii) The amount of each such prepayment under clauses (ii), (iii), (iv), (v) Prepayments made pursuant to and (vi) of this Section 2.05(b), first, 2.8(b) shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably (A) first to the outstanding Loans, and, third, shall Term Loans (to be used to Cash Collateralize applied on a ratable basis among the remaining L/C Obligations; Term A Loans and the amount remaining, Incremental Term Loans (if any, after ) based on the prepayment outstanding principal amounts thereof) until paid in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization (B) then, without a reduction of the Revolving Credit Commitments, 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 in full (accordance with Section 9.4. Unless the sum Borrower otherwise directs, prepayments of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”Loans under this Section 2.8(b) 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 first to Borrowings of Base Rate Loans until payment in full thereof with any further action balance applied to Borrowings of SOFR Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.8(b) shall be made by the payment of the principal amount to be prepaid and, in the case of any Term Loans or notice SOFR Loans or Swingline Loans, accrued interest thereon to or from the Company or date of prepayment together with any other Loan Party) to reimburse amounts due the L/C Issuer or the Lenders, as applicableLenders under Section 4.5.
Appears in 1 contract
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), 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 no prepayments shall be required under this Section 2.05(b)(i) if the Consolidated Leverage Ratio is equal to or less than 2.50:1 as of the last day of such fiscal year.
(ii) If any Loan Party the Borrower or any of its Subject Subsidiaries (x) Disposes of any property or assets in connection with a Subject Disposition constituting an Asset Sale which in the aggregate results in the realization by the Borrower or such Person Subject Subsidiary of Net Cash Proceeds (determined as of the date of such Disposition, whether or (y) receives proceeds of casualty insurance not such Net Cash Proceeds are then received by the Borrower or condemnation awards (or payments in lieu thereofsuch Subject Subsidiary), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess of the first $20,000,000 of such Net Cash Proceeds immediately upon received in each fiscal year from Subject Dispositions (to the extent not previously applied in such fiscal year to make mandatory prepayments of Term Loans under this Section 2.05(b)(ii)), it being understood that Net Cash Proceeds subject to this Section 2.05(b)(ii) applied in such fiscal year to make prepayments of Term Loans prior to receipt of such Net Cash Proceeds in excess of the $20,000,000 threshold described above shall be deemed to have been made as a mandatory prepayment under this Section 2.05(b)(ii)), within three Business Days after the date of receipt thereof by the Borrower or such Person Subsidiary subject to the provisions of Section 2.05(b)(ix) and (such prepayments to be applied as set forth in clause (ii) belowxi)); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and that so long as no Default shall have occurred and be continuing, (A) if the Borrower intends to reinvest the Net Cash Proceeds of such Loan Party Subject Disposition 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 the Net Cash Proceeds of such Subsidiary Subject Disposition, (B) if the Borrower shall have delivered such notice, it may reinvest all or any portion of such Net Cash Proceeds in operating assets or Acquisitions permitted under Section 7.03(f) so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, the purchase of such purchase assets shall have been consummated consummated, and (as certified by C) on the Company in writing date the Borrower consummates such purchase of assets, it shall 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 Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.05(b)(ii) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(ii); and provided further, however, further 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 2.05(b)(i2.05.
(iii) Upon the sale or issuance by the Borrower or any of its Subject Subsidiaries of any of its Equity Interests, the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom within three Business Days of the date after receipt thereof by the Borrower or such Subject Subsidiary subject to the provisions of Section 2.05(b)(xi), provided that no prepayment shall be required under this Section 2.05(b)(iii) if the Consolidated Leverage Ratio after giving pro forma effect to the application of the proceeds of such sale or issuance is equal to or less than 2.50:1.
(iv) Upon the incurrence or issuance by the Borrower or any of its Subject Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days after the date of receipt thereof by the Borrower or such Subject Subsidiary subject to the provisions of Section 2.05(b)(xi).
(v) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subject Subsidiaries in respect of its property or assets, and not otherwise included in clause (ii), (iii) or (iv) 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 within three Business Days after the date of receipt thereof by the Borrower or such Subject Subsidiary subject to the provisions of Section 2.05(b)(xi); provided that, with respect to proceeds of insurance and condemnation awards (or payments in lieu thereof), (A) if the Borrower intends to reinvest the Net Cash 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 Cash Proceeds, (B) if the Borrower shall have delivered such notice, the Net Cash Proceeds thereof may be reinvested in the manner set forth in the first proviso of Section 2.05(b)(ii) 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 Cash Proceeds were received, 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)(v) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(v); provided further that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05.
(vi) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such timethen in effect, the Company Borrower shall immediately prepay 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)(vi) unless after the prepayment in full of the Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(iiivii) Each prepayment of Loans pursuant to this Section 2.05(b) shall be applied, first, ratably to the Term B Facility and, if applicable, the Incremental Term Facilities and to the principal repayment installments thereof on a pro rata basis and, thereafter, 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 clause (i), (ii), (iii), (iv), (v) or (vi) of this Section 2.05(b), first, shall be applied ratably to the prepay L/C Borrowings and the Swing Line Loansoutstanding 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 Loansat such time until all such Swing Line Loans are paid in full, third, shall be applied to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full and, thirdfourth, shall be used to Cash Collateralize the remaining L/C Obligations; and and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all Loans and L/C Borrowings and 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 Aggregate Commitments Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b2.06(b)(ii). 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.
(ix) Notwithstanding any of the provisions of Section 2.05(b)(ii), so long as no Default shall have occurred and be continuing, if, on any date, the aggregate amount of Net Cash Proceeds required by Section 2.05(b)(ii) to be applied to prepay Loans is less than $1,000,000, then the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds required under Section 2.05(b)(ii) to be applied to prepay Loans equals or exceeds $1,000,000. During such deferral period the 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 Section 4.02, 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 2.05(b). Upon the occurrence of an Event Default, upon the request of the Required Lenders, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower that are required to be applied to prepay Loans under Section 2.05(b)(ii) (without giving effect to the first and second sentences of this clause (ix)) but which have not previously been so applied.
(x) Anything contained in this Section 2.05(b) to the contrary notwithstanding, (A) if, following the occurrence of any “Asset Disposition” (as such term is defined in the Senior Subordinated Notes Indenture or any analogous term (such as “Asset Sale”) is defined in any Material Debt Document) by any Loan Party or any of its Subsidiaries, the Borrower is required to commit by a particular date (a “Commitment Date”) to apply or cause its Subsidiaries to apply an amount equal to any of the “Net Available Cash” (as such term is defined in the Senior Subordinated Notes Indenture or any analogous term (such as “Net Proceed”) as defined in any Material Debt Document) thereof in a particular manner, or to apply by a particular date (an “Application Date”) an amount equal to any such “Net Available Cash” in a particular manner, in either case in order to excuse the Borrower from being required to make an “Offer” (as such term is defined in the Senior Subordinated Notes Indenture or any analogous term (such as “Asset Sale Offer”) as defined in any Material Debt Document) in connection with such “Asset Disposition”, and the Borrower shall have failed to so commit or to so apply an amount equal to such “Net Available Cash” at least 60 days before the applicable Commitment Date or Application Date, as the case may be, or (B) if the Borrower at any other time shall have failed to apply or commit or cause to be applied an amount equal to any such “Net Available Cash”, and, within 60 days thereafter assuming no further application or commitment of an amount equal to such “Net Available Cash” the Borrower would otherwise be required to make an “Offer” in respect thereof, then in either such case the Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to such “Net Available Cash” to be applied to the payment of the Loans and L/C Borrowings and to Cash Collateralize the L/C Obligations in the manner set forth in Section 2.05(b) in such amounts as shall excuse the Borrower from making any such “Offer”.
(xi) Notwithstanding the provisions of Sections 2.05(b)(i), (ii), (iii), (iv) and (v), if any mandatory prepayments under any such clause of this Section 2.05(b) 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 1 contract
Mandatory. Subject, so long as the Takeback Indebtedness is outstanding (or to the extent it, or any successor facility, has been Refinanced), to the terms of the Intercreditor Agreement:
(i) Commencing with the fiscal year ending December 31, 2019, 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 (such prepayments to be applied as set forth in clause (vii) 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) during such period.
(ii) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale pursuant to Section 7.05(g), which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon no later than the second Business Day following the receipt thereof by such Person (such prepayments to be applied as set forth in clause (iivii) (A) below); provided, however, provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date of such Disposition)Borrower, and so long as no Default or Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets (including, without limitation, Monitoring Contracts) so long as within 270 180 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent)consummated; and provided furtherprovided, however, further 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 2.05(b)(i2.04(b)(ii); provided, further, however, that such Net Cash Proceeds may not be so reinvested in excess of an aggregate amount equal to $50,000,000 in any fiscal year and $100,000,000 in the aggregate over the term of this Agreement; provided, further, however, that each such prepayment shall be accompanied by any applicable Prepayment Premium.
(iii) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), 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 such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (vii)(A) below); provided that each such prepayment shall be accompanied by any applicable Prepayment Premium.
(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 clauses (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 clause (vii)(A) below); provided that, at the election of the Borrower, and so long as no Default or Event of 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; provided, further, 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) If for any reason the Total Outstandings at any time exceed exceeds the Aggregate Commitments Line Cap at such time, the Company Borrower shall immediately prepay Loans, Swing Line the Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) (and, as applicable, prepay the Term Loans) in an aggregate amount equal to such excessexcess (such prepayments to be applied as set forth in clause (vii)(B) below).
(iiivi) Prepayments made pursuant to this To the extent the Term Loans are prepaid in full or Refinanced in their entirety, at the time of such prepayment or Refinancing, the Revolving Credit Commitments shall terminate in accordance with Section 2.05(b2.05(b)(v), first, and the Borrower shall be applied ratably to immediately prepay all outstanding Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Borrowings Obligations (other than the L/C Borrowings) and such prepayments (A) shall be accompanied by any applicable Prepayment Premium and (B) shall be applied as set forth in clause (vii)(A) below (except that termination of commitments shall be pursuant to Section 2.05(b)(v)).
(A) Each prepayment of Loans pursuant to clauses (i), (ii), (iii), (iv), and (vi) of this Section 2.04(b) shall be applied, first, to the Swing Line LoansTerm Facility until it is paid in full, second, shall be applied ratably to the outstanding Loans, Revolving Credit Loans until the prepayment in full of such Revolving Credit Loans (but without a permanent reduction in the Revolving Credit Commitments) and, third, shall be used following the occurrence and during the continuation of an Event of Default, to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 provided that 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.
(B) Each prepayment of Loans pursuant to clause (v) of this Section 2.04(b) shall be applied, first, ratably to the outstanding Revolving Credit Loans until the prepayment in full of such Revolving Credit Loans (but without a permanent reduction in the Revolving Credit Commitments), second, to the extent of the excess described in such clause, to Cash Collateralize the outstanding L/C Obligations (provided that 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 Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable) and, third, to the Term Facility.
(viii) Notwithstanding any of the other provisions of clauses (ii), (iii) or (iv) of this Section 2.04(b), so long as no Default 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 clauses (ii), (iii) or (iv) 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 $1,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clauses (ii), (iii) or (iv) of this Section 2.04(b) to be applied to prepay Loans exceeds $3,000,000. During such deferral period the 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 IV, 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 during any such deferral period, following delivery of a written request by the Administrative Agent, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the 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 (viii)) but which have not previously been so applied.
(ix) Each Lender may reject all of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Loans required to be made pursuant to this Section 2.04(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00 p.m. one (1) Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. Any Declined Proceeds shall be used to prepay, on a pro rata basis, the Loans extended by Lenders who have not declined such mandatory prepayment and, to the extent there is any excess remaining after such application, retained by the Borrower and used to prepay the Takeback Indebtedness to the extent such declined mandatory prepayment hereunder requires a mandatory prepayment thereunder. Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), shall be applied to the Obligations as directed by the Borrower without a corresponding reduction in Revolving Credit Commitments.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Monitronics International Inc)
Mandatory. (i) [Reserved].
(ii) If any Loan Party or any of its Subsidiaries Disposes of any Motor Vehicle (xother than in connection with a Motor Vehicle Financing (including in connection with the repayment or other discharge of any Motor Vehicle Financing with or in anticipation of the receipt of proceeds from any sale or other disposition of any Motor Vehicles securing or the subject of such Motor Vehicle Financing) or a Newly Acquired Motor Vehicle Financing), Disposes of any property in pursuant to Section 7.11(c) or Section 7.11(p) or suffers a Disposition constituting an Asset Sale Casualty Event which results in the realization by such Person in such transaction (or series of related transactions) of Net Cash Proceeds or (y) receives proceeds in excess of casualty insurance or condemnation awards (or payments in lieu thereof)$50,000,000, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon within five (5) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiv) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or Casualty Event described in this Section 2.05(b)(i2.05(b)(ii), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition)Borrower, and so long as no Default or Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets (including Permitted Acquisitions) so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); provided further, that acquisitions of assets (including pursuant to Permitted Acquisitions) that occurred within 90 days prior to receipt of such Net Cash Proceeds shall be treated as a permitted application pursuant to this clause; 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(ii); provided further that no prepayment shall be required pursuant to this Section 2.05(b)(ii) if at the time of such Disposition or Casualty Event, the Consolidated Leverage Ratio is less than or equal to 2.50:1.00.
(iii) If any Loan Party Disposes of any property in connection with a sale and leaseback pursuant to Section 7.15(c)(ii) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within five (5) Business Days of 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 realized under a Disposition described in this Section 2.05(b)(iii), at the election of the Borrower, and so long as no Default or Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets (including Permitted Acquisitions) so long 509265-1512-15059-Active.17708695.1 49 as within 365 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); provided further, that acquisitions of assets (including pursuant to Permitted Acquisitions) that occurred within 90 days prior to receipt of such Net Cash Proceeds shall be treated as a permitted application pursuant to this clause; 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 2.05(b)(iii); provided further that no prepayment shall be required pursuant to this Section 2.05(b)(iii) if at the time of such Disposition, the Consolidated Leverage Ratio is less than or equal to 2.50:1.00.
(iv) If any Loan Party receives any Net Cash Proceeds from any Motor Vehicle Financing, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds, to be applied as set forth in clauses (v) and (vii) below; provided that no prepayment shall be required pursuant to this Section 2.05(b)(iv) if at the time of, and after giving effect to, the consummation of such Motor Vehicle Financing, the Consolidated Leverage Ratio on a pro forma basis is less than or equal to 2.50:1.00.
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Tranche A Term Facility, to the principal repayment installments thereof occurring within the next 24 months in direct order of maturity, second, to the Tranche A Term Facility, to the remaining principal repayment installments thereof on a pro-rata basis, and third, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b).
(iivi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments 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.
(iiivii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings 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 and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (ii), (iii), (iv) or (v) of this Section 2.05(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 Aggregate Commitments Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b2.06(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.. Notwithstanding the foregoing, if a mandatory prepayment of Eurodollar Rate Loans is required pursuant to clause (b) of this Section 2.05 to be made on a date that is not an Interest Payment Date, the Borrower may delay such mandatory prepayment until the next succeeding Interest Payment Date so long as (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Borrower deposits an amount equal to such mandatory prepayment for the period of such delay in a cash collateral account maintained with (or, at the Administrative Agent’s discretion, on behalf of) (and subject to documentation
Appears in 1 contract
Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such timethen in effect, the Company Borrower shall immediately prepay 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.
(iii) Prepayments made ; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, 2.06(b) unless after the prepayment in full of all L/C Borrowings and the 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 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 automatically and permanently reduced by the Reduction Amount 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 Disposes of any property under Section 7.05(g) or suffers a Casualty Event which results in the realization by such Person of Net Cash Proceeds, the Borrower shall use the Net Cash Proceeds to eliminate any Borrowing Base Deficiency resulting from such sale; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or 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 further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor (other than Lariat, except that any proceeds of any Casualty Event suffered by Lariat shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by Lariat, the Borrower or a Guarantor) 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.
(iv) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), 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 such Restricted Subsidiary (such prepayments to be applied as set forth in Section 2.06(bclause (v) below). 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 Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such timethen in effect, the Company Borrower shall immediately prepay 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 2.06(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 7.5% 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 Subsidiaries Disposes of any property under Section 7.05(g) or suffers a Casualty Event which results in the realization by such Person of Net Cash Proceeds, the Borrower shall use the Net Cash Proceeds to eliminate any Borrowing Base Deficiency resulting from such sale; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or 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 further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor 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.
(iv) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), 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 such Subsidiary (such prepayments to be applied as set forth in clause (v) below).
(v) Prepayments of the Total Outstandings made pursuant to this Section 2.05(b2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansBorrowings, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.
Appears in 1 contract
Mandatory. (a) The Company shall, upon receipt by the Parent or the Company of any Net Cash Proceeds from the incurrence, sale or issuance of the Take-Out Securities, deposit or cause to be deposited the amount of such Net Cash Proceeds (in an amount not to exceed the amount necessary to pay the Obligations due to the Holders in full) with the Indenture Trustee or any Paying Agent for prepayment of Securities in accordance with Section 902(d).
(b) The Company shall, upon receipt by the Parent or any Subsidiary of the Parent of the Net Cash Proceeds from any Asset Sale, deposit or cause to be deposited the amount of such Net Cash Proceeds with the Indenture Trustee or any Paying Agent for prepayment of Securities in accordance with Section 902(d) to the extent any such Net Cash Proceeds are not used to (i) If prepay Senior Outstandings or to cash collateralize letters of credit outstanding under the Senior Credit Agreement (and, in the case of any Loan Party revolving credit Indebtedness under the Senior Credit Agreement, with corresponding commitment reductions thereunder) or (ii) in the case where there are no Senior Outstandings, to permanently reduce Senior Commitments, provided that (1) during any Fiscal Year, no such deposit or prepayment shall be required with respect to the first $5,000,000 in Net Cash Proceeds received in connection with any Asset Sale, (2) no such deposit or prepayment shall be required from Net Cash Proceeds until such Net Cash Proceeds aggregate $1,000,000 or more and (3) the Company shall not be required to so apply such Net Cash Proceeds in the case where such Net Cash Proceeds (in a total amount of up to $50,000,000 in the aggregate since the Effective Date) are used to make a Permitted Acquisition or acquire replacement or fixed assets useful in the business of the Company or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance to effect repairs or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election replacements of the Company (as notified by the Company to the Administrative Agent on or prior to the date assets disposed of, in each case within 180 days of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds.
(c) The Company shall, such purchase shall have been consummated (as certified upon receipt by the Company in writing to Parent or any Subsidiary of the Administrative Agent); and provided further, however, that any Parent of the Net Cash Proceeds from any Debt Issuance, deposit or cause to be deposited the amount of such Net Cash Proceeds with the Indenture Trustee or any Paying Agent for prepayment of Securities in accordance with Section 902(d), to the extent any such Net Cash Proceeds are not so reinvested used to (i) prepay Senior Outstandings or to cash collateralize letters of credit outstanding under the Senior Credit Agreement (and, in the case of any revolving credit Indebtedness under the Senior Credit Agreement, with corresponding commitment reductions thereunder) or (ii) in the case where there are no Senior Outstandings, to permanently reduce Senior Commitments, provided that no such deposit or prepayment under this Section 902(c) shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i)required from Net Cash Proceeds until such Net Cash Proceeds aggregate $1,000,000 or more.
(iid) If for any reason On the Total Outstandings at any time exceed the Aggregate Commitments at such timePrepayment Date, the Company Indenture Trustee or any Paying Agent shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or use such Net Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(iii) Prepayments made Proceeds deposited with it pursuant to this Section 2.05(b902(a), first, (b) and (c) to prepay Outstanding Securities at the Prepayment Price. Each such prepayment shall be applied ratably to the L/C Borrowings Securities, and to the Swing Line Loans, second, remaining installments thereof pro rata. Amounts deposited with the Indenture Trustee or any Paying Agent under this Section 902 may not be withdrawn except to effect such prepayment as provided herein.
(e) All prepayments under this Section 902 shall be applied ratably made together with accrued interest to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum date of such prepayment amounts, cash collateralization amounts and remaining on the principal 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 Lenders, as applicableprepaid.
Appears in 1 contract
Sources: Indenture (Warnaco Group Inc /De/)
Mandatory. Subject, so long as the Exit Indebtedness is outstanding (or to the extent it, or any successor facility, has been Refinanced), to the terms of the Intercreditor Agreement:
(i) Commencing with the fiscal year ending December 31, 2020, 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 (such prepayments to be applied as set forth in clause (vi) 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 Loans prepaid pursuant to Section 2.04(a) during such period.
(ii) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale pursuant to Section 7.05(g), which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon no later than the second Business Day following the receipt thereof by such Person (such prepayments to be applied as set forth in clause (iivi) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date of such Disposition)Borrower, and so long as no Default or Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets (including, without limitation, Monitoring Contracts) so long as within 270 180 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent)consummated; and provided furtherprovided, however, further 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 2.05(b)(i2.04(b)(ii).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at ); provided, further, however, that such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Net Cash Collateralize the L/C Obligations (other than the L/C Borrowings) Proceeds may not be so reinvested in excess of an aggregate amount equal to such excess$50,000,000 in any fiscal year and $100,000,000 in the aggregate over the term of this Agreement.
(iii) Prepayments made Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to this Section 2.05(b7.02), first, 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 such Loan Party or such Subsidiary (such prepayments to be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 clause (vi) 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 clauses (ii) and (iii) of this Section 2.06(b2.04(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 clause (vi) below); provided, that, at the election of the Borrower, and so long as no Default or Event of 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; provided, further 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) At least one (1) Business Day prior to the prepayment of the Loans under this Section 2.04(b), the Borrower shall deliver to the Administrative Agent a written notice specifying the date of such prepayment and the amount thereof.
(vi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) shall be applied to the principal repayment installments thereof in the direct order of maturity. Notwithstanding any of the other provisions of clauses (ii), (iii) or (iv) of this Section 2.04(b), so long as no Default 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 clauses (ii), (iii) or (iv) 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 $1,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clauses (ii), (iii) or (iv) of this Section 2.04(b) to be applied to prepay Loans exceeds $3,000,000. Upon the drawing occurrence of a Default during any Letter such deferral period, following delivery of Credit that has been Cash Collateralizeda written request by the Administrative Agent, the funds held as Borrower shall immediately prepay the Loans in the amount of all Net Cash Collateral shall be applied (without any further action Proceeds received by or notice to or from the Company or any Borrower and other Loan Party) to reimburse the L/C Issuer or the Lendersamounts, 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 (vi)) but which have not previously been so applied.
(vii) Notwithstanding anything in this Section 2.04(b) to the contrary, until the Discharge of First Lien Obligations that are Exit Agreement Obligations (each as defined in the Intercreditor Agreement), no mandatory prepayment of outstanding Loans that would otherwise be required to be made under this Section 2.04(b) shall be required to be made, except with respect to the portion (if any) of the proceeds of any event giving rise to any mandatory prepayment under Section 2.04(b) of the Exit Facilities Credit Agreement that have been rejected by the lenders thereunder in accordance with Section 2.04(b)(ix) of the Exit Facilities Credit Agreement.
Appears in 1 contract
Mandatory. (i) If any Loan Party the Borrower or any of its Restricted Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(a) – (h), (j), (k), (l) or (n) which results in the realization by such Person of aggregate Net Cash Proceeds or (y) receives proceeds in excess of casualty insurance or condemnation awards (or payments $15,000,000 in lieu thereof)any fiscal year, the Company Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds immediately upon in excess of $15,000,000 within three Business Days after receipt thereof by such Person (such prepayments to be applied as set forth in clause (iiiii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date of such Disposition), and so long as no Default shall have occurred and be continuingcontinuing or would result therefrom, such Loan Party the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase 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 an amount equal to any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) 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 in excess of $15,000,000 in any Fiscal Year, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days after receipt thereof by the Borrower or such Restricted Subsidiary (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 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 Restricted Subsidiary may have 365 days after the receipt of such cash proceeds, to apply such proceeds to replace, rebuild, restore or repair the property in respect of which such Net Cash Proceeds were received; and provided, further, however, that an amount equal to any cash proceeds not so applied within such 365 day period shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii).
(iii) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the next four scheduled principal repayment installments thereof in order of maturity, and, second, pro rata, to the remaining amortization installments pursuant to Section 2.07(a).
(iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments 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.
(iiiv) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b2.05(b)(iv), first, shall be applied ratably to the L/C Borrowings 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 the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 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 any Loan Party the US Borrower or any of its Subsidiaries (x) Restricted Subsidiary Disposes of any property pursuant to Section 7.05(f),7.05(g) or 7.05(h) or any property that is not permitted to be Disposed of by the Loan Documents, in a each case, which Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds (or if less, the Outstanding Amount of the Term Loans) immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party the 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 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 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 (with a corresponding commitment reduction) of the Term Loans as set forth in this Section 2.05(b)(i).
(ii) Each prepayment of Term Loans pursuant to Section 2.05(b)(i) shall be applied ratably to the Term Aggregate Commitments.
(iii) If for any reason the Total Revolving Credit Outstandings at any time exceed the lesser of (A) the Revolving Credit 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.
(iii) Prepayments made pursuant . The Administrative Agent may, at any time and from time to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, time after the prepayment in full of all L/C Borrowings and 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, 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 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 Lenders, as applicableresults of exchange rate fluctuations.
Appears in 1 contract
Sources: Credit Agreement (USD Partners LP)
Mandatory. (i) In the event and on each date that the aggregate amount of the Revolving Exposures exceeds an amount equal to (A) the lesser of (1) the aggregate Commitments at such time, (2) the Borrowing Base at such time and (3) the Facilities Reduction Amount at such time, minus (B) the Availability Block, minus (C) the Specified Reserves, plus (D) the Overadvance Maximum Amount at such time, plus (E) the Special Agent Loan Maximum Amount at such time, the Borrower shall: first, repay or prepay Revolving Borrowings or Swingline Loans (or a combination thereof) and second, after all Revolving Borrowings and Swingline Loans have been repaid in full, deposit cash collateral in an account with the Collateral Agent pursuant to Section 2.03(l), in an aggregate amount equal to such excess. Notwithstanding the foregoing, in the case of any repayment or prepayment required to be made pursuant to this paragraph due to (x) a reduction by the Administrative Agent of the Overadvance Maximum Amount or the Special Agent Loan Maximum Amount or (y) the Borrowing Base in effect at any time, as determined by the Administrative Agent, being less than the amount set forth as the “Borrowing Base” in the Borrowing Base Certificate most recently delivered by the Borrower prior to such time pursuant to Section 2.15(a), 4.01(a)(xi) or 6.17(a) (other than, in the case of clause (y), as a result of any Designated Subsidiary ceasing to be such pursuant to Section 2.15(b) or the consummation of any Disposition), the Borrower shall not be required to make any repayment or prepayment pursuant to this paragraph until the fifth Business Day after the date of notice of such reduction, or of such deficiency, to the Borrower by the Administrative Agent. Any repayment or prepayment made pursuant to this paragraph shall not, in itself, result in a reduction of any Commitment.
(ii) If any Loan Party the Borrower or any of its Subsidiaries (x) Disposes of any property ABL Collateral in a Disposition constituting referred to in Section 7.05(g), 7.05(h) or 7.05(i), the Borrower shall repay the Loans in an Asset Sale which results in amount equal to the realization by such Person lesser of (A) the unpaid principal amount of all outstanding Loans and all interest accrued and unpaid thereon and (B) the sum of (1) the Net Cash Proceeds or received with respect to ABL Collateral as a result of any such Disposition and (y2) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal any non-cash proceeds received with respect to 100% ABL Collateral as a result of any such Net Cash Proceeds immediately upon receipt thereof Disposition valued, in the case of Indebtedness, at par. Any repayment or prepayment under this paragraph shall be made at such time as shall be determined by such Person (such prepayments to be applied as set forth in clause (ii) below)the Borrower; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)required to be applied to any such repayment or prepayment, at the election of the Company (as notified by the Company to the Administrative Agent on such repayment or prepayment shall be made prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of time when such Net Cash Proceeds would otherwise become “Excess Proceeds” under and as defined in operating assets so long as within 270 days orthe New Indenture (or any other indenture governing any Indebtedness of the Borrower), if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing or would otherwise become subject to the Administrative Agent); and provided further, however, requirement that any Net Cash Proceeds not so reinvested shall they be immediately applied to make an offer to purchase the prepayment New Subordinated Notes (with a corresponding commitment reduction) of the Loans as set forth or any refinancing Indebtedness in this Section 2.05(b)(irespect thereof).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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.
(iii) Prepayments made pursuant to Notwithstanding any of the foregoing provisions of this Section 2.05(b), first, shall be applied ratably 2.06(b) (but subject to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 proviso set forth in Section 2.06(bparagraph (b)(ii) above), with respect to any prepayment of Eurodollar Rate Loans required to be made hereunder, the Borrower in its sole discretion may, in lieu of prepaying such Loans on the date due, deposit, no later than such date due, into a Cash Collateral Account an amount in cash equal to the amount of such required prepayment (including any accrued interest). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied The Administrative Agent is hereby authorized and directed (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse apply the L/C Issuer or amounts so deposited to the Lendersprepayment of such Loans and accrued interest thereon in accordance with this Section 2.06(b) on the last day of the applicable Interest Period (or, as applicableif earlier, the date on which an Event of Default shall have occurred and is continuing).
Appears in 1 contract
Mandatory. (i) If any Loan Party (1) the Borrower or any of its Subsidiaries (x) Disposes of any property (other than the sale of inventory in the ordinary course of business, the Disposition of Cash Equivalents, or the Disposition of any assets by the Borrower or a Disposition constituting an Asset Sale Subsidiary to the Borrower or a Subsidiary) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower or such Subsidiary shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iivi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default or Event of Default shall have occurred and be continuing, such Loan Party the Borrower, at its election, or such Subsidiary Subsidiary, may reinvest all or any portion of such Net Cash Proceeds from (i) sales of obsolete or worn out equipment no longer used or useful in the operation of the business of the Borrower and its Subsidiaries, or (ii) sales of assets with a fair market value not in excess of $2,000,000, in the aggregate, in any calendar year, provided that the Borrower may retain up to $750,000 of such annual aggregate amount and all amounts between $750,001 and $2,000,000 may be reinvested in operating assets so long as within 270 180 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated or which reinvestment is subject to a binding written agreement with a third party which is not an Affiliate of Borrower which agreement was entered into during such 180-day time period and which reinvestment is consummated within 60 days after such 180-day period expires (as certified by the Company Borrower in writing to the Administrative AgentAgent upon request); 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 2.05(b)(i2.05(b)(iv); or (2) the Borrower or any of its Subsidiaries are required to make a prepayment of the Loans from the proceeds of insurance as provided in Section 3(d) of the Security Agreements.
(ii) Upon the sale or issuance by the Borrower of any of its Equity Interests, the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) below).
(iiiii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), 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 such Subsidiary (such prepayments to be applied as set forth in clauses (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility and to the respective principal repayment installments thereof in inverse order of maturity second, after the Term Facility had been paid in full, to the Accordion Facility and to the respective principal repayment installments thereof in inverse order of maturity and, after the Accordion Facility has been paid in full, third, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b).
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments 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.
(iiivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, if a Default or Event of Default has occurred shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 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 The Borrower shall, within five Business Days of the receipt by any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, prepay the Company shall prepay an aggregate outstanding principal amount of Loans the Advances in an aggregate amount equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below)Proceeds; provided, however, that, that (x) with respect to any such Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)Proceeds, at the election of the Company Borrower (as notified by the Company Borrower in writing to the Administrative Agent on or prior to the date of such DispositionAsset Sale), and so long as no Default shall have occurred and be continuing, such Loan Party the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 180 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative AgentAgent and each Lender); and provided further, however, that (y) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans Advances as set forth in this Section 2.05(b)(i2.08(b).
; provided, however, that (iiA) If for the Borrower shall deliver irrevocable written notice to the Administrative Agent of any reason such prepayment at least five (5) Business Days prior to any such prepayment; (B) each prepayment of the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) Advances made in an aggregate amount equal to such excess.
(iii) Prepayments made pursuant to accordance with this Section 2.05(b), first, 2.08(b)(i) shall be applied in inverse order of maturity ratably to the L/C Borrowings and the Swing Line Loansremaining scheduled installments of principal, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 each case as set forth in such irrevocable written notice of delivered by the Borrower to the Administrative Agent in accordance with this Section 2.06(b). Upon 2.08(b) and (C) the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral Borrower shall be applied (without any further action by or notice to or from the Company or any other Loan Party) obligated to reimburse the L/C Issuer or the Lenders, as applicableLenders in respect thereof pursuant to Section 8.04(d).
Appears in 1 contract
Mandatory. (i) If Upon any Loan Party Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries (xother than any Excluded Joint Venture) in respect of its property or assets, after the first $50,000,000 of Net Cash Proceeds relating to any Extraordinary Receipts in the aggregate since the Closing Date, and thereafter any amount in excess of $5,000,000 for any one event or series of related events, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash 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 2.05(b)(v) (such prepayments to be applied as set forth in clause (iii) below); 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 the 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 12 months after the date of receipt of such Net Cash Proceeds (provided that if the relevant project is not substantially completed within 12 months after such date of receipt, the Borrower shall have up to an additional 12 months to complete such project so long as it certifies in a written notice to the Administrative Agent delivered prior to the expiration of such 12-month period that it reasonably expects completion to occur within such additional 12-month period) and (C) within 10 days of 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.
(ii) If the Borrower or any of its Subsidiaries (other than any Excluded Joint Venture) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (k)) which results in the realization by such Person of Net Cash Proceeds, after the first $10,000,000 of Net Cash Proceeds or (y) receives proceeds relating to any such Dispositions in the aggregate since the Closing Date, and thereafter any amount in excess of casualty insurance or condemnation awards (or payments in lieu thereof)$2,500,000 for any one event of series of related events, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon received therefrom within three Business Days after the date of receipt thereof by the Borrower or such Person Subsidiary subject to the provisions of Section 2.05(b)(v) (such prepayments to be applied as set forth in clause (iiiii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and 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, it shall deliver written notice of such Loan Party intention to the Administrative Agent on or such Subsidiary may reinvest all or any portion of prior to the fifth Business Day immediately following the date on which the Borrower receives such Net Cash Proceeds, (B) if the Borrower shall have delivered such notice, the Net Cash Proceeds in operating assets thereof may be reinvested so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) 12 months after the receipt of such Net Cash Proceeds, Proceeds such purchase reinvestment shall have begun and so long as such reinvestment has not been consummated terminated, abandoned or unreasonably delayed, and is substantially completed within 12 months after the date of receipt of such Net Cash Proceeds (provided that if the relevant project is not substantially completed within 12 months after such date of receipt, the Borrower shall have up to an additional 12 months to complete such project so long as certified by the Company it certifies in writing a written notice to the Administrative AgentAgent delivered prior to the expiration of such 12-month period that it reasonably expects completion to occur within such additional 12-month period) and (C) within 10 days of the date the Borrower consummates such reinvestment, 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)(ii) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(ii); and provided further, however, further that any Net Cash Proceeds not so reinvested at the end of such period shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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 excess2.05.
(iii) Each prepayment of Loans pursuant to this Section 2.05(b) shall be applied, first, ratably to the Term A Facility and, if applicable, the Incremental Term Facilities and to the principal repayment installments thereof in direct order of maturity and, thereafter, to the Revolving Credit Facility in the manner set forth in clause (iv) of this Section 2.05(b).
(iv) Prepayments of the Revolving Credit Facility made pursuant to clause (i) or (ii) of this Section 2.05(b), first, shall be applied ratably to the prepay L/C Borrowings and the Swing Line Loansoutstanding 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 Loansat such time until all such Swing Line Loans are paid in full, and, third, shall be used applied to Cash Collateralize prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full; and, in the remaining L/C Obligations; and case of prepayments of the Revolving Credit Facility required pursuant to clauses (i) or (ii) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all Loans and L/C Borrowings and 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, 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 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.
(v) Notwithstanding the provisions of Section 2.05(b)(i) or (b)(ii), if any mandatory prepayments under Section 2.05(b)(i) or (b)(ii) 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 Event of 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 1 contract
Mandatory. (i) If any Loan Party or any of its Domestic Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale pursuant to Section 7.05(l) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon within three (3) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiv) and (viii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such 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 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, either (x) such 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i).
(ii) [Intentionally Omitted].
(iii) Upon the incurrence or issuance by Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within three (3) Business Days of receipt thereof by Holdings 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 Domestic Subsidiaries, and not otherwise included in clause (i) of this Section 2.05(b), the Borrowers shall prepay an 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 Borrowers (as notified by the Lead Borrower to the Administrative Agent on or prior to the date of receipt of such insurance 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).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility and any applicable Incremental Tranche and, in each case, to the principal repayment installments thereof first, 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 (viii) of this Section 2.05(b).
(vi) Notwithstanding any of the other provisions of clause (i), (iii) or (iv) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(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 (iv) of this Section 2.05(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 $1,000,000, the Borrowers shall not be obligated to make such prepayment.
(vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments 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.
(iiiviii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings 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 and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (iii) or (iv) of this Section 2.05(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 Aggregate Commitments Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b2.06(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. 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, then to Term SOFR Loans and then to Alternative Currency Loans. All prepayments under this Section 2.05(b) shall be subject to Section 3.07, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.
Appears in 1 contract
Sources: Credit Agreement (Novanta Inc)
Mandatory. (i) If any Loan Party the Borrower or any of its Subsidiaries (x) Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e), (f) or (h) and other Dispositions resulting in a Disposition constituting an Asset Sale the realization by the Borrower and its Subsidiaries (including ELLC) of Net Cash Proceeds not in excess of $2,500,000 in the aggregate over the term of this Agreement for all such Dispositions) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon within five Business Days after receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiiv) and (vi) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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), and so long as no Event of Default shall have occurred and be continuing, such Loan Party the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 180 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such 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 Section 2.05(b)(i).
(ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within five Business Days after receipt thereof by the Borrower or such Subsidiary (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 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 within five Business Days after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below); provided, however, that with a corresponding commitment reduction) respect to such proceeds, 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 Event of 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 Loans as set forth in this Section 2.05(b)(i2.05(b)(iii).
(iiiv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility and to the principal repayment installments thereof in inverse order of maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b).
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments 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.
(iiivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings 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 and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii) or (iii) of this Section 2.05(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 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 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 (NGA Holdco, LLC)
Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c) (to the extent such proceeds are applied pursuant to clause (ii) thereof), (d), (e), (f), (g), (h) and (i) (to the extent the proceeds have been paid to any insurer or other similar entity) which in a Disposition constituting an Asset Sale which the aggregate for all Dispositions since the Closing Date results in the realization by such Person Loan Party or such Subsidiary of Net Cash Proceeds (determined as of the date of such Disposition, whether or (ynot such Net Cash Proceeds are then received by such Loan Party or such Subsidiary) receives proceeds in excess of casualty insurance or condemnation awards (or payments in lieu thereof)$25,000,000, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Person (Loan Party or such prepayments to be applied as set forth in clause (ii) below)Subsidiary; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), 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), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the following receipt of such Net Cash Proceeds, the purchase of such purchase assets with such proceeds 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 shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i)2.05.
(ii) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), 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 such Loan Party or such Subsidiary.
(iii) Upon any proceeds of casualty insurance, condemnation awards, indemnity payments or similar proceeds received by or paid to or for the account of any Loan Party or any of its Subsidiaries in excess of $25,000,000 and not otherwise included in clause (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 such Loan Party or such Subsidiary; provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the option of the Borrower (as elected by the Borrower in writing 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, 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; 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.
(iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Loans, Revolving Credit Loans and Swing Line Loans and L/C Borrowings 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)(iv) 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.
(iiiv) Each prepayment of Loans pursuant to this Section 2.05(b) shall be applied, first, to the Term A 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 (vi) of this Section 2.05(b).
(vi) Prepayments of the Revolving Credit Facility made pursuant to clause (i), (ii), (iii), or (iv) of this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings Unreimbursed Obligations 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 and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Unreimbursed Obligations, 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 Aggregate Commitments Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b2.06(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
Sources: Credit Agreement (Genpact LTD)
Mandatory. (i) If any Loan Credit Party or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale expressly permitted by Subsections 7.05(a) through (i) and (k)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiiv) and (vi) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company Borrowers (as notified by the Company Borrowers to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Credit Party or such 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 270 180 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, (A) such 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i).
(ii) Upon the sale or issuance by the Partnership or any of its Subsidiaries of any of its Equity Interests (other than any sales or issuances of Equity Interests (A) to 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 the Partnership’s Long Term Incentive Plan), 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 the Partnership or such Subsidiary (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 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 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)(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 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 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 2.05(b)(iii).
(iv) Each prepayment of Loans pursuant to Section 2.05(b)(i), (ii) or (iii) shall be applied to the outstanding Revolving Loans.
(v) If for any reason the Total Outstandings at any time exceed the Aggregate 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) and Swing Line Loans in an aggregate amount equal to such excess.
(iiivi) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings 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 and, in the case of prepayments required pursuant to this Section 2.05(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, 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 any Borrower or any other Loan Credit Party) to reimburse the L/C Issuer or the 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 any Loan Party the Borrower or any Subsidiary receives Debt Incurrence Proceeds, then not later than two Business Days following the receipt of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)proceeds, the Company Borrower shall prepay the Term Loans in an aggregate principal amount of Loans equal to 100% of such Debt Incurrence Proceeds. The Borrower shall pay the Make-Whole Payment (to the extent such Make-Whole Payment is required to be made pursuant to the terms of this Agreement) in connection with such prepayment.
(ii) If any Credit Party completes a Disposition permitted under Section 6.8(a)(vi), then the Borrower shall, no later than three Business Days following the completion of such Disposition and in an amount equal to 100% of the Net Cash Proceeds immediately upon receipt thereof by received from such Person (Disposition to prepay the outstanding principal amount of the Term Loans until such prepayments to be applied time as set forth the Term Loans are repaid in clause (ii) below)full; provided, however, provided that, with respect to any (A) if no Default exists or would arise therefrom, then such Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at shall not be required to be so applied on such date to the election of the Company (as notified by the Company extent that Borrower shall have delivered written notice to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are reasonably expected to be reinvested in fixed or capital assets of any Credit Party within 270 days following the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party the Borrower or such Subsidiary may received such Net Cash Proceeds (which notice shall set forth the estimates of the amounts to be so expended) (for the avoidance of doubt, if the Disposition involves Collateral and the Borrower will reinvest the Net Cash Proceeds from such Disposition, the Borrower shall be required to reinvest such Net Cash Proceeds in Collateral); (B) if all or any portion of such Net Cash Proceeds are not reinvested within such 270-day period as provided in operating assets so long clause (A) above, then 100% of such unused portion shall be applied to the Term Loan on the last day of such period as within 270 days or, provided above; and (C) if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt an Event of Default exists and such Net Cash ProceedsProceeds are insurance proceeds, the Borrower shall turn such purchase shall have been consummated (as certified by the Company in writing proceeds over to the Administrative Agent)Agent for application to the Term Loan; and provided further, however, that any such 270-day period shall be extended by up to an additional 90 days in the event that a Credit Party has entered into a bona fide binding contract committing to acquire or construct such fixed or capital assets with a Person other than an Affiliate of the Borrower within such 270-day period and such Net Cash Proceeds not so reinvested shall be immediately are subsequently applied to the prepayment (in accordance with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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 excesscontract.
(iii) Prepayments made pursuant If the Borrower or any Subsidiary receives any Extraordinary Receipts (whether from a single Casualty Event or related series of Casualty Events and whether as one payment or a series of payments) in excess of $250,000 in the aggregate since the Effective Date, then the Borrower shall, no later than five Business Days following the receipt of such excess Extraordinary Receipts and in an amount equal to this Section 2.05(b100% of the amount of such excess Extraordinary Receipts, prepay the outstanding principal amount of the Term Loans until such time as the Term Loans are repaid in full; provided that, (A) if no Default exists or would arise therefrom, then such excess Extraordinary Receipts shall not be required to be so applied on such date to the extent that Borrower shall have delivered written notice to the Administrative Agent on or prior to such date stating that such Extraordinary Receipts are reasonably expected to be reinvested in fixed or capital assets of any Credit Party within 270 days following the date the Borrower or such Subsidiary received such Extraordinary Receipts (which notice shall set forth the estimates of the amounts to be so expended) (for the avoidance of doubt, if the Casualty Event involves Collateral and the Borrower will reinvest the Extraordinary Receipts from such Casualty Event, the Borrower shall be required to reinvest such Extraordinary Receipts in Collateral); (B) if all or any portion of such Extraordinary Receipts are not reinvested within such 270-day period as provided in clause (A) above, first, then 100% of such unused portion shall be applied ratably to the L/C Borrowings Term Loan on the last day of such period as provided above; and (C) if an Event of Default exists and such Extraordinary Receipts are insurance proceeds, the Swing Line LoansBorrower shall turn such proceeds over to the Administrative Agent for application to the Term Loan; provided further, second, that such 270-day period shall be applied ratably extended by up to an additional 90 days in the outstanding Loans, and, third, shall be used event that a Credit Party has entered into a bona fide binding contract committing to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at acquire or construct such time and the Cash Collateralization fixed or capital assets with a Person other than an Affiliate of the remaining L/C Obligations Borrower within such 270-day period and such excess Extraordinary Receipts are subsequently applied in full (the sum of accordance with 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 Lenders, as applicablecontract.
Appears in 1 contract
Mandatory. (i) [Reserved].
(ii) If any Loan Party (1) the Lead Borrower or any Restricted Subsidiary of its Subsidiaries (x) the Lead Borrower Disposes of any property in a Disposition constituting an Asset Sale (other than pursuant to Sections 7.05(a), (b), (l) and (bb)), or (2) any Casualty Event occurs, which results in the realization or receipt by such Person the Lead Borrower or any Restricted Subsidiary of the Lead Borrower of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereofProceeds, subject to this Section 2.05(b), the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments cause to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent prepaid on or prior to the date which is ten (10) Business Days after the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party the realization or such Subsidiary may reinvest all receipt by the Lead Borrower or any portion Restricted Subsidiary of the Lead Borrower of such Net Cash Proceeds Proceeds, an aggregate principal amount of Term Loans in operating assets so long as within 270 days an amount equal to the Applicable Asset Sale Percentage of all such Net Proceeds.
(iii) If the Lead Borrower or any Restricted Subsidiary of the Lead Borrower incurs or issues any Indebtedness after the Restatement Effective Date (A) not permitted to be incurred or issued pursuant to Section 7.03 or (B) that is intended to constitute Credit Agreement Refinancing Indebtedness in respect of any Class of Term Loans, the Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans (or, in the case of Indebtedness constituting Credit Agreement Refinancing Indebtedness, the applicable Class of Term Loans) in an amount equal to 100% of all Net Proceeds, if any, received therefrom on or prior to the Consolidated Leverage Ratio date which is less than 3.50, eighteen three (183) months Business Days after the receipt by the Lead Borrower or such Restricted Subsidiary of such Net Cash Proceeds, such 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 2.05(b)(i).
(iiiv) If for any reason the Total Outstandings aggregate Outstanding Amount of Revolving Credit Exposure at any time exceed exceeds the Aggregate aggregate Revolving Credit Commitments at such timethen in effect, the Company Borrowers shall immediately promptly, following the earlier of written notice from the Administrative Agent and knowledge of the Lead Borrower, prepay Loans, Swing Line Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) Swingline Loans in an aggregate amount equal to such excess and/or cash collateralize the LC Exposure under such the Revolving Credit Facility in an amount equal to such excess. 100
(v) [Reserved].
(iiivi) Prepayments 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 Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”) or the Net Proceeds of any Casualty Event incurred by a Foreign Subsidiary (“Foreign Casualty Event”) would be (x) prohibited or delayed by applicable Law or (y) restricted, prohibited or delayed by applicable material agreements (including material documents) so long as such restrictions described in this clause (y) are not created in contemplation of such prepayments, an amount equal to the Net Proceeds that would be so affected were the Borrowers 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 documents would not otherwise permit repatriation to the United States (the Lead Borrower hereby agrees to use all commercially reasonable efforts during the year following the date such prepayment would otherwise have been required to be made to overcome or eliminate any such restrictions on repatriation even if the Borrowers do not intend to actually repatriate such cash, so that an amount equal to the full amount of such Net 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 Proceeds is permissible under the applicable Law or applicable material documents, even if such cash is not actually repatriated at such time, an amount equal to the amount of the Net 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 each Borrower, its Subsidiaries and the direct and indirect holders of Equity Interests in such 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 Borrowers to the repayment of the Term Loans pursuant to this Section 2.05 and (ii) to the extent that the Lead Borrower has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or Foreign Casualty Event could reasonably be expected to have adverse tax, regulatory or accounting consequences (other than de minimis tax consequences) with respect to such Net Proceeds, an amount equal to such Net Proceeds that would be so affected will not be subject to repayment under this Section 2.05; provided that in the case of each of clauses (i) and (ii), such nonpayment prior to the time such amounts must be prepaid, if at all, shall not constitute an Event of Default (and such amounts shall be available to repay local foreign indebtedness, if any, for working capital purposes of the Borrowers and the Restricted Subsidiaries of the Borrower, in each case, subject to the prepayment provisions in this Section 2.05(b)(vi)). For the avoidance of doubt, nothing in this Section 2.05 shall require any Person 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).
(vii) Except as otherwise provided in any Refinancing Amendment or as otherwise provided herein, (A) each prepayment of Term Loans pursuant to this Section 2.05(b), first, ) shall be applied ratably to each Class of Term Loans then outstanding (provided that any prepayment of Term Loans with the L/C Borrowings and the Swing Line Loans, second, Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied ratably solely to each applicable Class of Refinanced Debt); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i), (ii) and (iii) of this Section 2.05(b) shall be applied to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization installments of the remaining L/C Obligations in full (principal of such Class of Term Loans then payable following the sum date of such prepayment in direct order of maturity; and (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(viii) The Lead Borrower shall use commercially reasonable efforts to notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrowers pursuant to clauses (i), (ii) and (iii) of this Section 2.05(b) not later than 3:00 p.m. at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed estimated calculation of the aggregate amount of such prepayment to be made by the Borrowers. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Lead Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion 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), (ii) and (iii)(A) 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 prior to the date of such prepayment; provided, however, in no event 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 proceeds of any Letter Credit 101 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 such failure will be deemed an acceptance of Credit that has been Cash Collateralized, the funds held as Cash Collateral total amount of such mandatory prepayment of Term Loans. The Borrower 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 Lenders, as applicableretain all Declined Proceeds.
Appears in 1 contract
Sources: Credit Agreement (Redwire Corp)
Mandatory. (i) [Intentionally omitted].
(ii) If any Loan Party or any of its Subsidiaries (x) Disposes of any property or assets (including proceeds from the sale of Equity Interests in a any Subsidiary of the Borrower and insurance and condemnation proceeds) (other than any Disposition constituting an Asset Sale which results in of any property or assets permitted by S▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (k)) and the realization by such Person of aggregate Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments received by the Loan Parties and such Subsidiaries in lieu thereof)any fiscal year exceeds $2,000,000, the Company Borrower shall immediately (subject to Sections 2.03(b) and 2.03(c)) prepay an aggregate principal amount (as may be increased as the result of any PIK Interest) of Term Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below)Proceeds; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.03(b)(ii), (A) 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), and so long as no Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary the Borrower may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 240 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the following receipt of such Net Cash Proceeds, a definitive agreement for the purchase of such assets with such proceeds shall have been entered into and such 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 (with a corresponding commitment reduction) of the Term Loans as set forth in this Section 2.05(b)(i2.03; and (B) any amount reinvested under clause (A) shall not be included in determining the amount of any required prepayment of the Term Loans under this Section 2.03(b)(ii).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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.
(iii) Prepayments Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness of the type referred to in clause (a) of the definition of “Indebtedness” (other than Indebtedness permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount (as may be increased as the result of any PIK Interest) of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately (subject to Section 2.03(c)) upon receipt thereof by any Loan Party or such Subsidiary.
(iv) Mandatory prepayments of outstanding Loans pursuant to Section 2.03(b)(ii)-(iii) shall be applied as provided in Section 2.03(c).
(v) No mandatory prepayment of Term Loans under this Section 2.03(b) shall be required with respect to the Facility until all mandatory prepayment obligations under the First Lien Credit Agreement (and any refinancing thereof consisting of Permitted Refinancing Indebtedness) have been satisfied or waived pursuant to the terms of the First Lien Credit Agreement, and the amount of any mandatory prepayment obligation under this Section 2.03(b) shall be reduced by the amount of any mandatory prepayment required to be made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization corresponding provisions 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 First Lien 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 Lenders, as applicableAgreement.
Appears in 1 contract
Sources: Second Lien Senior Secured Credit Agreement (Terremark Worldwide Inc)
Mandatory. (iA) If At any time in which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any of its Subsidiaries (xother than Agway Subsidiaries, Inactive Subsidiaries or Excluded Subsidiaries) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(a), (b), (c), (d), (e) or (h)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiiii) and (v) below); 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 realized under received in respect of a Disposition described in this Section 2.05(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 date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) 12 months after the receipt of such Net Cash Proceeds, such purchase 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(i)(A), and (y) 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)(A).
(B) [Reserved].
(ii) At any time in which any Incremental Term Loan remains outstanding, upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries (other than Agway Subsidiaries, Excluded Subsidiaries, or Inactive Subsidiaries), and not otherwise included in clause (i) 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 such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (iii) and (v) below); provided, however, that (A) the first $50,000,000 of such Extraordinary Receipts received in any fiscal year (the “Exempt Receipts”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.05(b)(ii), and (B) with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments in excess of the Exempt Receipts, 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, such Loan Party or such Subsidiary may apply within 12 months 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 (A) any cash proceeds not so applied within such 12 month period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii), and (B) if a Default has occurred and is continuing at any time that a Loan Party or Subsidiary receives or is holding any Net Cash Proceeds which have not yet been applied to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received, such cash proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied ratably to the Revolving Credit Facility (in the manner set forth in clause (v) of this Section 2.05(b)) and the Incremental Term Facilities unless expressly stated otherwise.
(iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility Amount 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.
(iiiv) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings 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 and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.05(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 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 Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
(vi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b) shall not reduce the Revolving Credit Commitments.
Appears in 1 contract
Mandatory. (i) If All amounts outstanding with respect to the Notes will be due and payable on the Maturity Date.
(ii) Subject to the provisions of the Intercreditor Agreement and subject to the prior payment (and/or cash collateralization, as applicable) of the First Lien Obligations in accordance with the terms of the First Lien Facilities:
(A) The Co-Issuers shall, on the 120th day following the end of each Fiscal Year, apply an amount equal to 75% of the amount of Excess Cash Flow for such Fiscal Year to the prepayment of Notes.
(B) The Co-Issuers shall, on the date of receipt of any Loan Net Cash Proceeds by any Note Party or any of its Subsidiaries from (xI) Disposes the sale, lease, transfer or other disposition of any property assets of any Note Party or any of its Subsidiaries, (II) the incurrence or issuance by any Note Party or any of its Subsidiaries of any Debt, (III) the sale or issuance of any Equity Interests (including, without limitation, the receipt of any capital contribution) by any Note Party or any of its Subsidiaries and (IV) any Extraordinary Receipts received by or paid to or for the account of any Note Party or any of its Subsidiaries and not otherwise included in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds clause (I), (II) or (yIII) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)above, the Company shall prepay apply an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion amount of such Net Cash Proceeds in operating assets so long as within 270 days orthe case of clauses (I), if the Consolidated Leverage Ratio is less than 3.50(II), eighteen (18III) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated 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 IV) to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i)Notes.
(iiC) If for In connection with any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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.
(iii) Prepayments made prepayment of Notes pursuant to this Section 2.05(bsubsection (a)(ii), first, the Co-Issuers shall be applied ratably to the L/C Borrowings pay accrued and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remainingunpaid interest, if any, after to the prepayment in full of all L/C Borrowings and Loans outstanding at such time and applicable Prepayment Date on the Cash Collateralization aggregate principal amount 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 Lenders, as applicableNotes prepaid.
Appears in 1 contract
Sources: Second Lien Senior Secured Note Agreement (Triple Crown Media, Inc.)
Mandatory. (i) If the Administrative Agent notifies the Borrower at any Loan Party or any time that the Total Outstandings at such time exceed the Aggregate Commitments then in effect, then, within two Business Days after receipt of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)notice, the Company Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate principal amount sufficient to reduce such Outstanding Amount as of Loans equal such date of payment to 100an amount not to exceed 105% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth the Aggregate Commitments then in clause (ii) below)effect; provided, however, that, with respect subject to any Net Cash Proceeds realized under a Disposition described in this the provisions of Section 2.05(b)(i2.03(g)(ii), at the election of the Company (as notified by the Company Borrower shall not be required to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than pursuant to this Section 2.05(b) unless after the L/C Borrowings) prepayment in an aggregate amount equal to such excessfull of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(iiiii) Prepayments of the Revolving Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, but only in the case of prepayments under clause (i) above, shall be used to Cash Collateralize the remaining L/C Obligations; and and, in the case of prepayments of the Revolving Facility required pursuant to clause (i) or (ii) of this Section 2.05(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 and, in the case of clause (i) above, 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 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 in the Cash Collateral Account 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 Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If any Loan Party or any of its Subsidiaries (xother than an Unrestricted MSB Subsidiary) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 8.05) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds in excess of casualty insurance or condemnation awards (or payments $250,000 in lieu thereof)the aggregate, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iiv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.03(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent Lender on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 90 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative AgentLender); 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.03(b)(i).
(ii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries (other than an Unrestricted MSB Subsidiary) 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 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 (v) below).
(iii) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries (other than an Unrestricted MSB Subsidiary) of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 8.02), 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 such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (v) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries (other than an Unrestricted MSB Subsidiary), and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.03(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 such Loan Party 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 Lender 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, such Loan Party or such Subsidiary may apply within 90 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 2.03(b)(iv).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.03(b) shall be applied, first, ratably to each Acquisition Loan and to the principal repayment installments thereof in inverse order of maturity and, second, to the outstanding principal balance of the Revolving Credit Commitment.
(vi) If for any reason (A) the Total Outstandings aggregate face amount of all Letters of Credit issued and outstanding shall exceed the Letter of Credit Sublimit or (B) the aggregate outstanding amount of all Revolving Loans plus any outstanding Letters of Credit (whether or not drawn) at any time exceed the Aggregate Commitments Revolving Credit Commitment at such time, the Company Borrower shall immediately prepay Loans, Swing Line Revolving Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations cash collateralize any outstanding Letters of Credit (other than the L/C Borrowingswhether or not draw) in an aggregate amount equal to such excess.
(iiivii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to If for any reason during the L/C Borrowings and Availability Period the Swing Line Loans, second, shall be applied ratably to the aggregate outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Acquisition Loans outstanding at any time exceed the Acquisition Facility Commitment 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, collectivelytime, the “Reduction Amount”) may be retained by the Company for use Borrower shall immediately prepay Acquisition Loans 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 an aggregate amount equal to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicablesuch excess.
Appears in 1 contract
Mandatory. (i) If any Loan Party the Parent or any of its Restricted Subsidiaries (x) Disposes receive Net Proceeds in respect of any property Prepayment Event (including by the Administrative Agent as loss payee in a Disposition constituting an Asset Sale which results respect of any Prepayment Event described in clause (b) of the realization by such Person definition of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereofthe term “Prepayment Event”), the Company shall prepay an aggregate principal amount of Loans equal to 100% of Borrower shall, on the day such Net Cash Proceeds immediately upon receipt thereof by such Person are received (such prepayments to be applied as set forth or, in the case of a Prepayment Event described in clause (iia) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company or (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 reductionb) of the Loans as set forth in this Section 2.05(b)(idefinition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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 (x) with respect to any Prepayment Event described in clause (a) or clause (b) of the definition of the term “Prepayment Event,” the Specified Asset Sale Percentage of the amount of such excessNet Proceeds (or, if the Parent or any of its Restricted Subsidiaries has incurred Indebtedness (A) that is permitted under Section 6.01 that is secured, on an equal and ratable basis with the Term Loans, by a Lien on the Collateral permitted under Section 6.02 or (B) with respect to the ChampionX Corp Credit Facilities, and, in each case, such Indebtedness is required to be prepaid or redeemed with the net proceeds of any event described in clause (a) or (b) of the definition of the term “Prepayment Event,” then by such lesser percentage of such Net Proceeds such that such Indebtedness receives no greater than a ratable percentage of such Net Proceeds based upon the aggregate principal amount of the Term Loans and such Indebtedness then outstanding) or (y) with respect to any Prepayment Event described in clause (c) of the definition of the term “Prepayment Event,” 100% of an amount equal to such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, five (5) Business Days prior to the date of the required prepayment, deliver to the Administrative Agent written notice that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 360 days after receipt of such Net Proceeds to acquire, restore, replace, rebuild, develop, maintain or upgrade real property, equipment or other assets to be used in the business of the Parent or its Restricted Subsidiaries or to enter into an acquisition permitted by this Agreement and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 360-day period (or within a period of 180 days thereafter if by the end of such initial 360-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other assets or to make an acquisition permitted by this Agreement), at which time a prepayment shall be required in an amount equal to such Net Proceeds in accordance with clause (x) above; provided that, notwithstanding anything to the contrary herein, prior to the second anniversary of the Effective Date, no prepayment with respect to the Net Proceeds of any Prepayment Event described in clause (a) or clause (b) of the definition of the term “Prepayment Event” shall be required so long as such Net Proceeds are used to permanently prepay or redeem Indebtedness of Parent and its Restricted Subsidiaries (A) that was incurred pursuant to Section 6.01 and that is secured, on an equal and ratable basis with the Term Loans, by a Lien on the Collateral permitted under Section 6.02 or (B) incurred under the ChampionX Corp Credit Facilities and secured by a Lien on the Collateral on an equal and ratable basis with the Term Loans, in each case, as required thereunder.
(ii) Following the end of each fiscal year of the Parent, commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay Borrowings in an aggregate amount equal to the Specified ECF Percentage of Excess Cash Flow for such fiscal year covered by such financial statements; provided that, at the option of the Borrower, such amount shall be reduced by the aggregate amount of voluntary prepayments (other than prepayments made with the proceeds of Indebtedness) of (i) Borrowings made pursuant to paragraph (a) of this Section 2.11, (ii) term loans outstanding under the ChampionX Corp Credit Agreement that are secured on a pari passu basis with the Loan Document Obligations and (iii) Prepayments made Refinancing Term Loans that are secured on a pari passu basis with the Loan Document Obligations, in each case, during such fiscal year (and, at the Borrower’s option (and without deducting such amounts against the subsequent fiscal year’s prepayment computation pursuant to this paragraph (b)(ii)), after the end of such fiscal year but prior to the date on which the prepayment pursuant to this Section 2.05(b2.11(b)(ii) for such fiscal year is required to have been made); provided, firstfurther, that, in the case of any Term Loan, or Refinancing Term Loan prepaid in connection with the purchase thereof by a Purchasing Borrower Party pursuant to Section 9.04(f) (or other corresponding provisions in the document governing such Indebtedness) at a discount to par, the prepayment required pursuant to this Section 2.11(b)(ii) shall be applied ratably reduced, with respect to the L/C Borrowings and prepayment of such Term Loan, only by the Swing Line Loansactual amount of cash paid to the applicable Lender or Lenders in connection with such purchase; provided, secondfurther, that Borrower shall only be required to make a prepayment pursuant to this Section 2.11(b)(ii) to the extent that such amount is in excess of $10,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any term loans under the ChampionX Corp Credit Facilities with any portion of the Excess Cash Flow, then the Borrower may apply such portion of the Excess Cash Flow on a pro rata basis. Each prepayment pursuant to this paragraph shall be applied ratably made within ten (10) Business Days after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) with respect to the outstanding Loans, and, third, shall be used to fiscal year for which Excess Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Lenders, as applicableFlow is being calculated.
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Sources: Credit Agreement (ChampionX Corp)
Mandatory. (i) If any Loan Party the Borrower or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such received Net Cash Proceeds in operating assets so long as within 270 days orexcess of $50,000,000 from (A) the issuance in the capital markets by the Borrower or any of its Subsidiaries of any Debt (other than Debt of the nature described in clauses (i) and (iii) of Section 5.02(e) and other than commercial paper issued by Oracle or New Oracle), if or (B) the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after sale or issuance in the receipt capital markets by the Borrower or any of such its Subsidiaries of equity interests for Net Cash Proceeds, such purchase shall have been consummated in the case of each of clauses (as certified by the Company in writing A) and (B), 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (party other than the L/C Borrowings) Borrower or any of its Subsidiaries, the Borrower shall be required to make a mandatory prepayment of Advances in an aggregate amount equal to such excessNet Cash Proceeds in accordance with this Section 2.08(b); provided, that, if the Borrower has previously made a mandatory prepayment of Advances in accordance with this Section 2.08(b), no further mandatory prepayment shall be required until the amount of Net Cash Proceeds of the nature described in clauses (A) and (B) again exceed $50,000,000. Any mandatory prepayment of Advances required to be made pursuant to this Section 2.08(b) shall be made on the earlier of (1) the last day of the Interest Period for any Advance ending after the date of receipt of such Net Cash Proceeds (until all such Net Cash Proceeds have been prepaid) and (2) the 30th calendar day after the receipt thereof and shall be applied to the Advances comprising a Borrowing ratably; provided, that, all such Net Cash Proceeds shall have been applied to prepay Advances not later than the 30th calendar day after the date that such Net Cash Proceeds exceed $50,000,000.
(ii) If by the fifth Business Day after the date of Borrowing hereunder the Acquisition and the Mergers shall not have been consummated, then, unless such prepayment under this clause (ii) is waived by the Required Lenders, the Borrower shall within three Business Days thereafter prepay the Loans in full.
(iii) Prepayments made pursuant to All prepayments under this Section 2.05(b), first, subsection (b) shall be applied ratably made together with accrued interest to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum date of such prepayment amounts, cash collateralization amounts and remaining on the principal 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 Lenders, as applicableprepaid.
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Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause [Reserved].
(ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of (A) If the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Restricted Subsidiary receives Net Cash Proceeds in operating assets so long as from an Asset Sale, then, within 270 450 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately or such Restricted Subsidiary, at its option, may apply or cause to be applied the Net Proceeds from such Asset Sale:
(1) to permanently reduce (I) Obligations under the Senior Secured Credit Facilities and, in the case of Obligations under revolving credit facilities or other similar Indebtedness, to correspondingly reduce commitments with respect thereto; (II) Obligations under unsubordinated indebtedness that is secured by a Lien permitted under Section 6.06 hereof and, in the case of Obligations under revolving credit facilities or other similar Indebtedness, to correspondingly reduce commitments with respect thereto; (III) Obligations under other unsubordinated indebtedness (in the case of Obligations under revolving credit facilities or other similar Indebtedness, to correspondingly reduce commitments with respect thereto); provided that the Company offers to prepay Loansthe Loans equally and ratably with such unsubordinated indebtedness; or (IV) Indebtedness of a Restricted Subsidiary that is not a Guarantor, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than Indebtedness owed to the L/C Borrowings) in an aggregate amount equal to such excess.Company or another Restricted Subsidiary;
(iii2) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to make (I) Investments in any one or more businesses; provided that such Investment in any business is in the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization form of the remaining L/C Obligations acquisition of Capital Stock and results 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 Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (II) acquisitions of properties, (III) capital expenditures or (IV) acquisitions of other Loan Partyassets, that, in each of (I), (II), (III) and (IV), are used or useful in a Similar Business or replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that a binding commitment shall be treated as a permitted application of the Net Proceeds in accordance with the requirements of this clause (2) from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good-faith expectation that such Net Proceeds will be applied to reimburse satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the L/C Issuer event that any Acceptable Commitment is later cancelled or terminated for any reason before the LendersNet Proceeds are applied in connection therewith, as applicablethe Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days following such cancellation or termination; provided, further, that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.
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Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such timeElected Commitment Amount then in effect, the Company Borrower shall immediately (x) prepay Loans, Swing Line 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.
(ii) Upon any determination of or adjustment to the amount of the 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 2.06(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) Prepayments Upon any adjustment to the amount of the Borrowing Base pursuant to Section 2.05(c), 2.05(d) or 2.05(e), 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 Issuers and the Lenders, an aggregate amount equal to such excess in order to Cash Collateralize such outstanding L/C Obligations; provided that, notwithstanding anything herein to the contrary, all payments required to be made pursuant to this Section 2.05(b)2.06(b)(iii) must, firstin any event, shall be applied ratably made on or prior to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Lenders, as applicableMaturity Date.
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Mandatory. (i) If any Loan Party or any of its Domestic Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale pursuant to Section 7.05(l) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiv) and (viii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(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 date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such 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 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, either (x) such 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i).
(ii) [Intentionally Omitted].
(iii) Upon the incurrence or issuance by Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), 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 Holdings 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 Domestic Subsidiaries, and not otherwise included in clause (i) 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 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 Borrowers (as notified by the Lead Borrower to the Administrative Agent on or prior to the date of receipt of such insurance 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).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility and to the principal repayment installments thereof (including, for the avoidance of doubt, the payment on the Maturity Date with respect to the Term Facility) pro rata in order of maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b).
(vi) Notwithstanding any of the other provisions of clause (i), (iii) or (iv) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(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 (iv) of this Section 2.05(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 $1,000,000, the Borrowers 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 (iv) of this Section 2.05(b) to be applied to prepay Loans exceeds $1,000,000. During such deferral period the Borrowers 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 IV, 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 2.05(b). Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Borrowers shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrowers and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vi)) but which have not previously been so applied.
(vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments 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.
(iiiviii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings 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 and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (iii) or (iv) of this Section 2.05(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 Aggregate Commitments Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b2.06(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 the Borrowers, 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 the Borrowers.
Appears in 1 contract
Sources: Credit Agreement (Novanta Inc)
Mandatory. (i) If The Borrower shall, on the third Business Day following the receipt by the Borrower after the Effective Date of (A) Net Cash Proceeds from any Loan Party Asset Sales in the case of sales of assets or Equity Interests of, or other Investments in, IPALCO or any of its Subsidiaries pursuant to clause (iv) of Section 5.18 or (xB) Disposes Net Cash Proceeds from the incurrence of any property Bridge Debt, offer to prepay, on a pro rata basis, an aggregate principal amount of the Term Loans in a Disposition constituting an Asset Sale which results amount equal to the Banks’ Ratable Share of such Net Cash Proceeds and the Term Loan Banks shall have the option to accept or refuse such prepayment in accordance with the realization by provisions set forth in Section 2.10(c). Upon the payment in full of the Term Loans, the Borrower shall apply such Person Net Cash Proceeds to ratably prepay the Revolving Credit Loans and the Green Revolving Credit Loans outstanding at such time (without any reduction of Revolving Credit Loan Commitments).
(i) The Borrower shall, on the third Business Day following the date of receipt of Net Cash Proceeds or from the issuance of Debt by any Subsidiary of the Borrower permitted pursuant to Section 5.07(b)(ii) (ybut only to the extent applicable pursuant to the proviso thereof) receives proceeds of casualty insurance or condemnation awards and Section 5.07(b)(vi) (or payments in lieu thereof)but only to the extent the Debt was incurred by IPALCO, the Company shall offer to prepay an aggregate principal amount of the Term Loans in an aggregate amount equal to 100the Banks’ Ratable Share of such Net Cash Proceeds (other than $200,000,000 of additional Debt of IPALCO 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 Proceeds referred to in this Section 2.10(b)(ii) are received by the Borrower, the Borrower agrees to use all reasonable efforts to cause all such Net Cash Proceeds permitted to be distributed to be so distributed. Upon the payment in full of the Term Loans, the Borrower shall apply such Net Cash Proceeds to ratably prepay the Revolving Credit Loans and the Green Revolving Credit Loans outstanding at such time (without any reduction of Revolving Credit Loan Commitments). provided that with respect to Asset Sales described in clause (y) (and not in clause (x)) in the parenthetical appearing in the definition of Asset Sale (or any Bridge Debt in respect thereof), only 50% of such Net Cash Proceeds immediately upon receipt thereof actually received by such Person (such prepayments the Borrower shall be subject to be applied as set forth in clause (ii) belowthis Section 2.10(b); provided, howeverfurther, thatthat so long as no Event of Default shall then exist or would arise therefrom, with respect to any such Net Cash Proceeds realized under a Disposition from an Asset Sale described in such clause (y) (and not in clause (x)) (or any Bridge Debt in respect thereof) shall not be required to be applied pursuant to this Section 2.05(b)(i), at the election of the Company (as notified by the Company Section 2.10(b) to the Administrative extent that the Borrower shall have delivered a certificate of a Responsible Officer to the Agent on or prior to the offer commencement or prepayment date specified in this Section 2.10(b) stating that such Net Cash Proceeds are expected to be used to purchase replacement assets or repair such assets, or to purchase assets used or useful in the business of the Borrower and its Subsidiaries, or to acquire more than 50% of the Equity Interests of any person that owns such assets or engages in a business of the type that the Borrower and Subsidiaries are permitted to be engaged in and, in each case, otherwise in compliance with the terms of this Agreement, no later than 365 days following the date of such DispositionAsset Sale (or any Bridge Debt in respect thereof); provided that such time may be extended by an additional 90 days if, on or prior to the 365th day following the date of receipt of such Net Cash Proceeds, the Borrower delivers a certificate of a Responsible Officer to the Agent detailing the intended use of such Net Cash Proceeds and so long as no Default shall have occurred and certifying that the Net Cash Proceeds will be continuing, such Loan Party or such Subsidiary may reinvest used in accordance with this proviso; provided that if all or any portion of such Net Cash Proceeds in operating assets so long as within 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 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 within such 365-day period (or such longer period to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i).
(ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 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.
(iii) Prepayments made pursuant to this Section 2.05(bextent extended), first, such unused portion shall be applied ratably to on the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum last day of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use period as provided 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(bthis Section 2.10(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 Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If the Borrower or any Loan Party 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 (determined as of 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 Excluded Proceeds, in each case, 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 date of receipt thereof by the Borrower or such Restricted 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 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 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 event any such Net Asset Sale Proceeds described in the foregoing clauses (b)(i)(A), (B) 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 accepted by such holder, or (y) the OPH Note Agreement to 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 terms of any Parity Secured Debt Agreement to be and are 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 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 (x) Disposes of any property in a Disposition constituting an Asset Sale which results in secured Senior Debt (other than Excepted Debt) and any Permitted Refinancing Indebtedness of any of the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)foregoing, the Company 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 such all Net Cash Financing Proceeds immediately upon received therefrom within three Business Days after the date of receipt thereof by the Borrower or such Person Subsidiary subject to the provisions of Section 2.4(b)(ix).
(such prepayments 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 be applied refund the Pre-Funded L/C Deposits and reduce the Pre-Funded L/C Commitments (in each case, determined as set forth provided in clause Section 2.4(b)(vii) and (iiviii) 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 to 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 realized under a Disposition described in accordance with this Section 2.05(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 third Business Day immediately following the date of on which Borrower receives such Disposition), and so long as no Default Net Financing Proceeds,
(B) if the Borrower shall have occurred and be continuingdelivered such notice, such Loan Party or such 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 270 days orCollateral for the Credit Agreement Obligations, if and
(C) on the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after date the receipt of such Net Cash Proceeds, Borrower consummates such purchase of Permitted ERCOT Assets, 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i)Section.
(iv) Upon the incurrence or issuance by the Borrower of any Junior Securities (other than Excepted Debt and other than in connection with the exercise of employee options or the RRI Warrants), the 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) If 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 Casualty 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, that with respect to proceeds of insurance and Condemnation awards (or payments in lieu thereof),
(A) 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 reason 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 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, and, if applicable, to the Pre-Funded L/C Deposits, in accordance with the 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 Pre-Funded L/C Deposits, in accordance with the foregoing. Notwithstanding the foregoing, that if an Event of Default shall have occurred and be continuing, all Net Casualty Proceeds which would otherwise be payable to the Borrower pursuant to this clause (b)(v) shall be paid to the Collateral Trustee and applied pursuant to the Collateral Trust Agreement; provided, that with respect to tangible property subject to any Permitted Encumbrance, no such prepayment shall be required to the extent that this clause (b)(v) would require an application of Net Casualty Proceeds that would violate or breach any of the provisions of the instruments or documents under which such Permitted Encumbrance arises or which governs the application of proceeds.
(vi) If, as a result of the Borrower reducing the Aggregate Revolving Credit Commitments, the Total Revolving Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such timethen in effect, the Company Borrower shall immediately prepay Loans, Swing Line 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.
(iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and 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 Lenders, as applicable.Collater
Appears in 1 contract
Mandatory. (i) If any Loan Party the Company or any of its Subsidiaries (x) Disposes of any property (including any Equity Interest in a Disposition constituting an Asset Sale any Person) in accordance with and permitted by Section 7.02(b), (d) or (f) which results in the realization by such Person of Net Cash Proceeds or (yincluding, for the avoidance of doubt, any Net Cash Proceeds realized from the Technology Disposition but excluding any Net Cash Proceeds realized from a Permitted Sale and Leaseback Transaction under clause (a)(i) receives proceeds of casualty insurance or condemnation awards (or payments in lieu the definition thereof), 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 such 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).
(ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any unsecured Indebtedness and/or Indebtedness that is junior to the Indebtedness incurred hereunder, in each case pursuant to a capital markets transaction or any substitutions thereof, in each case after the Amendment No. 3 Closing Date, the 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 by the Company or such Subsidiary (such prepayments to be made and applied as set forth in clause (b)(iv) below).
(iii) Upon the issuance by the Company or any of its Subsidiaries of any of its Capital Stock after the Amendment No. 3 Closing Date (other than any issuance of Capital Stock in connection with employee benefit arrangements), the 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 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, required to be applied in prepayment of the Loans and other Indebtedness 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 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, 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, 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 (iib)(iv) belowabove); provided, however, provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)if, at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date any such prepayment is required to be made, the Company notifies the Administrative Agent of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may its intention to 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 Cash Insurance/Condemnation Proceeds in operating assets 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 clause (b)(v) in respect of such Eligible Reinvestment Proceeds to the extent such Eligible Reinvestment Proceeds are so reinvested within 270 180 days orfollowing 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 the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall any Eligible Reinvestment Proceeds have not been consummated (as certified by the Company in writing so reinvested prior to the Administrative Agent); expiration of the applicable period, the Borrowers shall promptly prepay the outstanding principal amount of the Loans and provided further, however, that any Net Cash other Indebtedness with the Eligible Reinvestment 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 2.05(b)(i).
clause (iib)(v) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations above (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably without regard to the L/C Borrowings and the Swing Line Loans, second, immediately preceding proviso). The Collateral Agent shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment promptly release any such Eligible Reinvestment Proceeds on deposit in full of all L/C Borrowings and 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 blocked account upon request by the Company for use in the ordinary course purpose of its business, and the Aggregate Commitments shall be automatically and permanently reduced making such reinvestments as contemplated herein; provided that any such request by the Reduction Amount as set forth Company is accompanied by a certificate, signed by a Responsible Officer, describing, in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralizedreasonable detail, 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 Lenders, as applicableproposed use of such Eligible Reinvestment Proceeds.
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Mandatory. (i) If (x) any Loan Credit Party or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale expressly permitted by Subsections 7.05(a) through (i) and (k)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds there is a disposition of casualty insurance real property which any Credit Party manages or condemnation awards (operates pursuant to an Exclusive Management Agreement but does not own, to the extent such disposition results in the realization by any Credit Party or payments any of its Subsidiaries of Net Cash Proceeds, from all such dispositions, in lieu thereof)excess of $10,000,000 in the immediately preceding 365 days, the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiiv) and (vi) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company Borrowers (as notified by the Company Borrowers to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Credit Party or such 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 270 180 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, (A) such 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 (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i).
(ii) Upon the sale or issuance by the Partnership or any of its Subsidiaries of any of its Equity Interests (other than any sales or issuances of Equity Interests (A) to 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 the Partnership’s Long Term Incentive Plan), 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 the Partnership or such Subsidiary (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 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 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)(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 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 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 2.05(b)(iii).
(iv) Each prepayment of Loans pursuant to Section 2.05(b)(i), (ii) or (iii) shall be applied, first, to the remaining Scheduled Repayments in respect of all Acquisition Draws in inverse order of maturity (and inverse order of the date of each draw to the extent any two or more Acquisition Draws have any identical maturity dates), second, to any Swing Line Loans and third, to outstanding Working Capital Draws.
(v) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such timetime or the Total Working Capital Outstandings at any time exceed the Borrowing Base, 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.
(iiivi) Prepayments Subject to clause (iv) above, prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings 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 and, in the case of prepayments required pursuant to this Section 2.05(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, 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 any Borrower or any other Loan Credit Party) to reimburse the L/C Issuer or the 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.
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