Mandatory. (i) If Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e) or (g)) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); 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)(ii). (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 7.03), 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 (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default 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)(v).
Appears in 3 contracts
Sources: Credit Agreement, Credit Agreement (Gas Natural Inc.), Credit Agreement (Gas Natural Inc.)
Mandatory. (i) If Borrower the Company or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b)7.05(f) in excess of $500,000 in the aggregate during the term of this Agreement, (c), (d), (e) or (g)) which results in the realization by such Person of Net Cash Proceeds, the Borrower Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (viiv) and (ixvii) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); 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)(ii).
(ii) Upon the incurrence or issuance by the Borrower Company 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 Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon promptly after, and in no event later than five Business Days after, receipt thereof by the Borrower Company or such Subsidiary (such prepayments to be applied as set forth in clause clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Borrower Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon promptly after, and in no event later than five Business Days after, receipt thereof by such Loan Party the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (viiv) and (ixvi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans 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). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that with respect the Borrowers shall not be required to any proceeds of insuranceCash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as set forth otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b)(v2.05(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 in the Minimum Collateral Amount. 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 Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 3 contracts
Sources: Credit Agreement (Tile Shop Holdings, Inc.), Credit Agreement (Tile Shop Holdings, Inc.), Credit Agreement (Tile Shop Holdings, Inc.)
Mandatory. (i) If Borrower any Loan Party or any of its Subsidiaries (x) Disposes of any property (other than any in a Disposition of any property permitted by Section 7.05(b), (c), (d), (e) or (g)) constituting an Asset Sale which results in the realization by such Person of Net Cash ProceedsProceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Borrower 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 clauses clause (vi) and (ixii) 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 Borrower Company (as notified by the Borrower 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long asas within 270 days or, in each caseif the Consolidated Leverage Ratio is less than 3.50, within 180 days eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower 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)(ii2.05(b)(i).
(ii) Upon If for any reason the incurrence or issuance by Total Outstandings at any time exceed the Borrower or any of its Subsidiaries of any Indebtedness 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 Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrower shall prepay L/C Borrowings) in 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 (vi) below)excess.
(iii) Upon any Extraordinary Receipt received by or paid Prepayments made pursuant 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), 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 an aggregate principal 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 in excess of $3,000,000 during the term of this Agreementbeing, collectively, the Borrower “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof be automatically and permanently reduced by such Loan Party or such Subsidiary (such prepayments to be applied the Reduction Amount as set forth in clauses (vi) and (ix) belowSection 2.06(b); provided, however, . Upon the drawing of any Letter of Credit 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 continuinghas been Cash Collateralized, 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 funds held as Cash Collateral shall be immediately applied (without any further action by or notice to or from the prepayment of Company or any other Loan Party) to reimburse the Loans L/C Issuer or the Lenders, as set forth in this Section 2.05(b)(v)applicable.
Appears in 3 contracts
Sources: Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc)
Mandatory. (i) If The Borrower or shall from time to time prepay the Revolving Loans to the extent necessary so that the Total Utilization of Commitments shall not at any time exceed the Commitments then in effect; provided that, to the extent such excess amount is greater than the aggregate principal amount of its Subsidiaries Disposes Revolving Loans outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Usage, as more particularly described in Section 2.04(l), and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Usage by an equivalent amount.
(ii) To the extent the Financial Covenants set forth in Section 8.01(b) and/or Section 8.01(c) are not satisfied as of any property (other than Measurement Date as set forth in any Disposition of any property permitted by Compliance Certificate delivered in accordance with Section 7.05(b6.02(a), (c), (d), (e) or (g)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount the Revolving Loans in accordance with clause (iii) below within ten (10) Business Days of Loans equal to 100% the date of delivery of such Net Cash Proceeds immediately upon receipt thereof by Compliance Certificate to the extent necessary such Person (such prepayments to be applied as that the Financial Covenants set forth in clauses Section 8.01(b) and/or Section 8.01(c) would, if recalculated to give Pro Forma Effect to such repayment, be satisfied as of such Measurement Date (vi) and (ix) below); providedor, howeverif less, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election remaining outstanding principal balance of the Facility) and, as long as such payment is made as of such date, no Default or Event of Default shall occur in respect of such breach.
(iii) The Borrower (as notified by the Borrower shall give notice to the Administrative Agent on of any mandatory prepayment of the Loans pursuant to Section 2.07(b)(i) or Section 2.07(b)(ii) by 11:00 a.m. at least three Business Days prior to the date of on which such Disposition), and so long as no Default payment is due. Such notice shall have occurred and be continuing, state that the Borrower is offering to make or will make such Subsidiary mandatory prepayment on or before the date specified in Section 2.07(b)(i) or Section 2.07(b)(ii) (a “Prepayment Date”). Once given, such notice shall be irrevocable (provided that the Borrower may retain and reinvest rescind any notice of prepayment if such prepayment would have resulted from a refinancing of all or any portion of the Facility or been made in connection with a Disposition, which refinancing or Disposition shall not be consummated or shall otherwise be delayed) and all amounts subject to such Net Cash Proceeds notice shall be due and payable on the Prepayment Date (except as otherwise provided in an aggregate amount not to exceed $3,000,000 during the term last sentence of this Agreement in operating assets so long as, in each case, within 180 days after Section 2.07(b)(iii)). Upon receipt by the receipt Administrative Agent of such Net Cash Proceedsnotice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such purchase shall have been consummated ▇▇▇▇▇▇’s Pro Rata Share of the prepayment. Each Lender may elect (as certified in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment by the Borrower giving notice of such election in writing to the Administrative Agent); and provided furtherAgent by 11:00 a.m., however, on the date that any Net Cash Proceeds not subject is one Business Day prior to such definitive agreement or prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such ▇▇▇▇▇▇’s Pro Rata Share of the total amount of such mandatory prepayment of Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so reinvested declined by any Lender shall be immediately retained by the Borrower and the Restricted Subsidiaries and/or applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(ii) Upon the incurrence or issuance by the Borrower or any of its the Restricted Subsidiaries of in any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), manner not inconsistent with 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 (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), in an aggregate principal amount in excess of $3,000,000 during the term terms of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default 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)(v).
Appears in 3 contracts
Sources: First Incremental Facility Amendment (Hornbeck Offshore Services, Inc.), Credit Agreement (Hornbeck Offshore Services Inc /La), Credit Agreement (Hornbeck Offshore Services Inc /La)
Mandatory. (i) If Borrower any Loan Party or any of its Domestic Subsidiaries Disposes of any property (other than any Disposition of any property permitted by pursuant to Section 7.05(b), (c), (d), (e) or (g)7.05(l) which results in the realization by such Person of Net Cash Proceeds, the Borrower 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 clauses (viv) and (ixviii) 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 Borrower Borrowers (as notified by the 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during assets used or useful in the term business of this Agreement in operating assets the Loan Parties so long as, in each case, as within 180 365 days 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 Lead Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii2.05(b)(i).
(ii) [Intentionally Omitted].
(iii) Upon the incurrence or issuance by the Borrower Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrower Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within three (3) Business Days of receipt thereof by the Borrower Holdings or such Subsidiary (such prepayments to be applied as set forth in clause clauses (viv) and (viii) below).
(iiiiv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower any Loan Party or any of its Domestic Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon 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 (viv) and (ixviii) below); provided, however, that with respect to any proceeds of insurance, insurance or condemnation awards (or payments in lieu thereof) or indemnity payments), at the election of the Borrower Borrowers (as notified by the Lead Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, proceeds or condemnation awards or indemnity paymentsawards), and so long as no Default shall have occurred and be continuing, the Borrower such Loan Party or such Subsidiary may apply within 180 365 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 receivedreceived 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)(v2.05(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 Revolving Credit Facility at such time, in either such case, the 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.
(viii) 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, 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, 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 Borrowers for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(ii) and Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(ix) Notwithstanding any other provisions of this Section 2.05(b), to the extent that the repatriation of an amount of such Net Cash Proceeds would result in material adverse tax consequences to Holdings and its Subsidiaries on a consolidated basis, an amount equal to the portion of such Net Cash Proceeds so affected will not be required to be applied to repay the Loans but only so long as the repatriation of such amount of Net Cash Proceeds would result in material adverse tax consequences to Holdings and its Subsidiaries on a consolidated basis.
Appears in 3 contracts
Sources: Credit Agreement (Novanta Inc), Credit Agreement (Novanta Inc), Credit Agreement (Novanta Inc)
Mandatory. (i) If The Borrower shall, not later than three Business Days after the date of receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries Disposes from:
(A) the sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries (other than any Disposition property or assets expressly permitted to be sold, leased, transferred or otherwise disposed of any property permitted by Section 7.05(bpursuant to clause (i), (cii), (diii), (eiv) or (gv) of Section 5.02(e)) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); 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)(ii).;
(iiB) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness Debt (other than Indebtedness Debt expressly permitted to be incurred or issued pursuant to Section 7.03clause (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) or (xiii) of Section 5.02(b)); and
(C) the issuance or sale by the Borrower or any Subsidiary thereof (which is or will be as a result thereof subject to the Securities Exchange Act of 1934, as amended) of any Equity Interests therein (other than (i) the issuance by the Borrower of (a) its common stock pursuant to equity incentive or benefit plans of the Borrower, (b) Equity Interests to effect any acquisition permitted under Section 5.02(f) hereof, provided that in the case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof are used within 180 days of such issuance to effect such acquisition, and any such proceeds not so used by such 180th day shall be applied as a prepayment as provided herein, (c) Debt or Redeemable Preferred Interests permitted under Section 5.02(b)(viii) or Section 5.02(b)(xii) hereof, or (d) Equity Interests in connection with a redemption of Subordinated Debt to the extent contemplated in Section 5.02(i) and, (ii) the issuance by any Subsidiary of the Borrower of any Equity Interests therein (a) to the Borrower or to another Subsidiary thereof, or (b) to any other Person or Persons in an aggregate amount in any one transaction or series of related transactions not in excess of $10,000,000), prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings equal to (x) 100% of all the amount of the Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower in respect of any sale, lease, transfer or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below).
(iii) Upon other disposition of any Extraordinary Receipt received by property or paid to or for the account assets of the Borrower or any of its SubsidiariesSubsidiaries referred to in subclause (b)(i)(A) above to the extent such Net Cash Proceeds have not been reinvested within the applicable reinvestment period as provided in Section 5.02(e)(vi); (y) the first $200,000,000 of Net Cash Proceeds from the incurrence or issuance by the Borrower or any of its Subsidiaries of all Debt referred to in subclause (b)(i)(B) above plus 50% of any such Net Cash Proceeds in excess of $200,000,000; and (z) 50% of the amount of the Net Cash Proceeds of the issuance or sale by the Borrower of any Equity Interests referred to in subclause (b)(i)(C), and in the case of Net Cash Proceeds from the issuance or sale by any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above, 50% of an amount equal to the Borrower’s Percentage of such Net Cash Proceeds; provided, however, that prepayments of Net Cash Proceeds from the issuance or sale by the Borrower or any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above shall not otherwise included be required if, after giving pro forma effect to such issuance or sale, the Borrower has a Leverage Ratio of less than 2.75:1.00. Each prepayment of advances required to be made pursuant to this subclause (i) shall first be applied on a pro rata basis between the Term Facilities, and with respect to each Term Facility, applied on a pro rata basis against the respective principal repayment installments thereof, and thereafter applied to the Revolving Credit Facility in the manner set forth in this Section 2.06(b).
(ii) 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).
(iii) The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit into the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account on such Business Day to equal the amount by which (A) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Letter of Credit Facility on such Business Day (after giving effect to any permanent reduction thereof pursuant to Section 2.05 on such Business Day).
(iv) Prepayments of the Revolving Credit Facility made pursuant to clause (i), (ii) or (iii) of this Section 2.06(b), first, shall be applied to prepay Letter of Credit Advances outstanding at such time until all such Letter of Credit Advances are paid in full, second, shall be applied to prepay Swing Line Advances outstanding at such time until all such Swing Line Advances are paid in full, third, shall be applied to prepay Revolving Credit Advances comprising part of the 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 Cash Collateral Account to cash collateralize 100% of the Available Amount of all Letters of Credit outstanding at such time; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.05(b2.06(b), the amount remaining, if any, after the prepayment in an full of all Advances outstanding at such time and the 100% cash collateralization of the aggregate principal Available Amount of all Letters of Credit outstanding at such time (the sum of such prepayment amounts, cash collateralization amounts and remaining amount in excess of $3,000,000 during the term of this Agreementbeing, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Letter of Credit Facility shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied automatically and permanently reduced as set forth in clauses Section 2.05(b)(iii). Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied (vi) and (ix) below); provided, however, that with respect without any further action by or notice 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, from the Borrower or such Subsidiary may apply within 180 days after any other Loan Party) to reimburse the receipt of such cash proceeds to replace Issuing Bank or repair the equipmentRevolving Credit Lenders, 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)(v)applicable.
Appears in 2 contracts
Sources: Credit Agreement (Davita Inc), Credit Agreement (Davita Inc)
Mandatory. (i) If Borrower At any time in which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any of its Subsidiaries (other than Agway Subsidiaries, Inactive Subsidiaries or Excluded Subsidiaries) Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b7.05(a), (b), (c), (d), (e) or (g)h) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (viiii) and (ixv) 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 Borrower (as notified by the 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 days 12 months after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that (A) any Net Cash Proceeds not subject to such definitive agreement or 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)(ii2.05(b)(i).
, and (iiB) Upon the incurrence or issuance by if a Default has occurred and is continuing at any time that the Borrower or a Subsidiary Guarantor receives or is holding 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 (vi) below).
(iii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiarieswhich have not yet been reinvested, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default 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)(v2.05(b)(i).
(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
Appears in 2 contracts
Sources: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)
Mandatory. (i) If Borrower or any The Net Cash Proceeds from the sale of its Subsidiaries Disposes of any property Collateral (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e) or (g)) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vii) and or (ixii) 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 Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date definition of such Disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested Certain Permitted Dispositions) shall be immediately applied to repay the prepayment of Revolving Credit Advances (but not reduce the Loans as set forth in this Section 2.05(b)(iiRevolving Credit Commitment).
(ii) Upon In each case the Net Cash Proceeds referred to in this subsection are not applied to repay advances under the Term Loan Facility, the Borrowers shall, on the applicable Prepayment Date with respect to Net Cash Proceeds received by any Loan Party from (A) the sale, lease, transfer or other disposition including any and all involuntary dispositions, whether by condemnation, casualty loss or otherwise, of any assets of any Loan Party or any of its Subsidiaries (other than (w) any sale, lease, transfer or other disposition of assets referred to in clause (i), (ii), (iii) or (iv) of the definition of Certain Permitted Dispositions and (x) and sale, lease transfer or other disposition of assets the Net Cash Proceeds of which are reinvested in assets used in the operation of the business within 18 months of receipt of such proceeds), (B) the incurrence or issuance by the Borrower any Loan Party or any of its Subsidiaries of any Indebtedness Debt (other than Indebtedness expressly Debt permitted to be incurred or issued pursuant to Section 7.035.02(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary ) and (such prepayments to be applied as set forth in clause (viC) below).
(iii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower any Loan Party or any of its Subsidiaries, Subsidiaries and not otherwise included in clause (iA) or (iiB) above (other than any Extraordinary Receipts which are reinvested in assets used in the operation of this Section 2.05(bthe business within 18 months of receipt of such proceeds), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings (with application to be made in accordance with clause (v) of this Section 2.06(b)), in an aggregate amount equal to 100% the amount of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by Proceeds. Each such Loan Party or such Subsidiary (such prepayments to prepayment shall be applied to the Revolving Credit Facility as set forth in clauses clause (v) below. For the avoidance of doubt, mandatory prepayments shall not permanently reduce the Commitments.
(iii) The Borrowers shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances (with application to be made in accordance with clause (v) of this Section 2.06(b)) in an amount equal to the amount by which (A) the sum of (I) the aggregate principal amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus (II) the aggregate Available Amount of all Letters of Credit then outstanding, exceeds (B) the lesser of the Revolving Credit Facility and the Loan Value on such Business Day.
(iv) The Borrowers, jointly and severally, agree to, on each Business Day, pay to the Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day.
(v) Prepayments of the Revolving Credit Facility made pursuant to clause (i), (ii), (iii) or (iv) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, and third applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (ii) or (iii) above, the amount remaining (if any) after the prepayment in full of the Advances then outstanding (the sum of such prepayment amounts in respect of Revolving Credit Advances, Letter of Credit Advances and Swing Line Advances, and remaining amount being referred to herein as the “Reduction Amount”) may be retained by the Borrowers. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Collateral Account, such funds shall be applied to reimburse the Issuing Bank or Lenders, as applicable.
(vi) All prepayments under this subsection (b) shall be made together with accrued interest thereof to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 8.04. If any payment of Eurodollar Rate Advances otherwise required to be made under this Section 2.06(b) would be made on a day other than the last day of the applicable Interest Period thereon, each Borrower may direct the Administrative Agent to (and (ixif so directed, the Administrative Agent shall) below)deposit such payment in an account maintained with the Administrative Agent until the last day of the applicable Interest Period at which time the Administrative Agent shall apply the amount of such payment to the prepayment of such Advances; provided, however, that with respect such Advances shall continue to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans bear interest as set forth in this Section 2.05(b)(v)2.07 until the last day of the applicable Interest Period therefor.
Appears in 2 contracts
Sources: Revolving Credit Agreement (BMCA Acquisition Sub Inc.), Revolving Credit Agreement (Building Materials Manufacturing Corp)
Mandatory. (i) If Borrower Upon any Extraordinary Receipt received by or any paid to or for the account of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e) or (g)) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); 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)(ii).
(ii) Upon the incurrence or issuance by the Borrower or any of its Subject Subsidiaries in respect of its property or assets, after the first $20,000,000 of Net Cash Proceeds relating to any Indebtedness (other than Indebtedness expressly permitted to be incurred Extraordinary Receipt and thereafter any amount in excess of $3,000,000 for any one event or issued pursuant to Section 7.03)series of related events, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within three Business Days after the date of receipt thereof by the Borrower or such Subsidiary (such prepayments subject to be applied as set forth in clause (vi) below).
(iii) Upon any Extraordinary Receipt received by or paid to or for the account provisions of the Borrower or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below2.05(b)(iv); provided, however, provided 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, (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 Subsidiary intention to the Administrative Agent on or prior to the fifth Business Day immediately following the date on which Borrower receives such Net Cash Proceeds, (B) if the Borrower shall have delivered such notice, the Net Cash Proceeds thereof may apply be reinvested so long as within 180 days 12 months after the receipt of such cash proceeds Net Cash Proceeds such reinvestment shall have begun and so long as such reinvestment has not been terminated, abandoned or unreasonably delayed, and is substantially completed within 24 months after the date of receipt of such Net Cash Proceeds, and (C) on the date the Borrower consummates such restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to replace or repair the equipmentAdministrative Agent certifying that all, fixed assets or real property or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in respect accordance with the proviso of which such cash proceeds were receivedthis 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, provided further that any cash proceeds Net Cash Proceeds not so applied 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(b)(v2.05.
(ii) 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 on a pro rata basis and, thereafter, to the Revolving Credit Facility in the manner set forth in clause (iii) of 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 to prepay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid in full, second, shall be applied to prepay Swing Line Loans outstanding at such time until all such Swing Line Loans are paid in full, and, third, shall be applied to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all Loans and L/C Borrowings outstanding at such time, may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit, which has been Cash Collateralized, such funds shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
(iv) Notwithstanding the provisions of Section 2.05(b)(i), if any mandatory prepayments under Section 2.05(b)(i) would result in the Borrower incurring any obligation (as determined in the reasonable judgment of the Borrower) under Section 3.05 as a result of any such mandatory prepayment of Eurodollar Loans prior to the last day of an Interest Period, so long as no Default has occurred and is continuing, the Borrower may defer the making of such mandatory prepayment until the earlier of (A) the last day of such Interest Period and (B) the date thirty days after the date on which such mandatory prepayment would otherwise have been required to be made.
Appears in 2 contracts
Sources: Credit Agreement (Alliant Techsystems Inc), Credit Agreement (Alliant Techsystems Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay an aggregate principal amount of Loans equal to the Excess Cash Flow Percentage of Excess Cash Flow for the applicable Excess Cash Flow Period less the aggregate principal amount of all Loans prepaid pursuant to Section 2.05(a)(i) (provided that any such payment of the Revolving Credit Loans was accompanied by a permanent reduction in the Revolving Credit Commitment), such prepayments to be applied as set forth in clauses (v) and (vii) below.
(ii) If Borrower any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(bSections 7.05(a), (c), (d), (e7.05(b) or (g7.05(c)) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (viv) and (ixvii) 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 Borrower (as notified pursuant to a notice in writing by the 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 365 days after the receipt of such Net Cash ProceedsProceeds (or within 545 days if the applicable Loan Party has entered into a binding contract for reinvestment of such Net Cash Proceeds within 365 days of such Disposition), such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested in each case as set forth herein above, shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iiiii) Upon the incurrence or issuance by 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 Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to this Section 7.032.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (viv) and (ixvii) 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 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, the Borrower such Loan Party or such Subsidiary may apply within 180 365 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 receivedreceived (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)(v2.05(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 Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(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, 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, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the 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 Borrower if any Loan Party or any of its Subsidiaries Disposes disposes of any property (other than (x) any Disposition of any property permitted by Section 7.05(b), 7.05 (c), other than clause (d), ) and (ef) thereof) and (y) any Asbestos Insurance Settlement so long as such proceeds are used or (g)committed to be used to reimburse Parent or any of its Subsidiaries or make payments in respect of related claims against Parent or any of its Subsidiaries and defense costs related thereto) which that results in the realization by such Person the Loan Parties and their respective Subsidiaries of Net Cash ProceedsProceeds in the aggregate for all such dispositions in excess of $50,000,000 in any Fiscal Year (excluding any portion thereof that is reinvested as provided below), the Borrower 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 clauses clause (vi) and (ix) 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 US Borrower or the European Borrower (as notified by the 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 days 12 months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by or, if the Borrower 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 subject to such definitive agreement or so reinvested shall be immediately applied subject to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii2.05(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 7.03), 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 (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default 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)(v).
Appears in 2 contracts
Mandatory. (i) If the US Borrower or any of its Subsidiaries Restricted Subsidiary Disposes of any property (other than any Disposition of 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 Section 7.05(b)the Loan Documents, (c)in each case, (d), (e) or (g)) which Disposition results in the realization by such Person of Net Cash Proceeds, the Borrower 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 clauses clause (vi) and (ixii) 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 US Borrower (as notified by the 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, the US Borrower or such Restricted Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during operating assets, useful in the term business of this Agreement in operating assets the US Borrower and its Restricted Subsidiaries so long as, in each case, as within 180 270 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the 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 subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii2.05(b)(i).
(ii) Upon the incurrence or issuance by the Borrower or any Each prepayment of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued Term Loans pursuant to Section 7.03), the Borrower 2.05(b)(i) 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 (vi) below)ratably to the Term Aggregate Commitments.
(iii) Upon If for any Extraordinary Receipt received by or paid to or for reason the account Total Revolving Credit Outstandings exceed the lesser of (A) the Borrower or any of its SubsidiariesRevolving Credit Aggregate Commitments and (B) the Revolving Credit Availability Amount at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and not otherwise included in clause L/C Borrowings and/or Cash Collateralize the L/C Obligations (iother than the L/C Borrowings) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity paymentsexcess. The Administrative Agent may, at any time and from time to time after the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt initial deposit of such insurance proceedsCash Collateral, condemnation awards or indemnity payments), and so long as no Default shall have occurred and request that additional Cash Collateral be continuing, provided in order to protect against the Borrower or such Subsidiary may apply within 180 days after the receipt results 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)(v)exchange rate fluctuations.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (USD Partners LP)
Mandatory. (i) [reserved].
(ii) If (x) the Borrower or any Subsidiary of its Subsidiaries the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(bSections 7.05(a), (cb), (d), (e), (g), (h), (i), (k), (l) or (gp)), or (y) any Casualty Event occurs, which results in the realization or receipt by such Person the Borrower or Subsidiary of Net Cash Proceeds, 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 cause to be applied as set forth offered to be prepaid in clauses accordance with clause (vi) and (ixb)(x) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 days which is ten (10) Business 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); 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 date of the Loans as set forth in this Section 2.05(b)(ii).
(ii) Upon the incurrence realization or issuance receipt by the Borrower or any Subsidiary of its Subsidiaries of any Indebtedness such Net Proceeds, subject to clause (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03)b)(xi) below, 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 the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received.
(iii) [reserved].
(iv) If the Borrower or any Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of which is five (5) Business Days after the receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, by the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds Net Proceeds.
(v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to replace be promptly prepaid Revolving Credit Loans in an aggregate amount equal to such excess.
(vi) Except with respect to Loans incurred in connection with any Term Loan Extension Request, Revolver Extension Request or repair the equipmentany Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), fixed assets or real property in respect (A) each prepayment of which such cash proceeds were received; and provided, further, however, Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that any cash proceeds not so applied Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be immediately applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) 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.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of the Term Loans as set forth in required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b)(v)2.05(b) at least four (4) 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 amount of such prepayment. 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.
Appears in 2 contracts
Sources: Credit Agreement (Red Lion Hotels CORP), Credit Agreement (Red Lion Hotels CORP)
Mandatory. (i) If Borrower the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition of any property permitted by referred to in Section 7.05(b7.08(c), (c), (d), (e) or (g)B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay (or, in the case of the Incremental Term Facility, if any, offer to purchase at par), immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds 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 clauses (vi) and (ix) 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 Borrower (as notified by the 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, the Borrower Company or such Restricted Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 365 days after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (as certified by the Borrower Company in writing to the Administrative Agent); and provided furtherprovided, 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)(ii2.04(b)(i).
(ii) Upon the incurrence or issuance by the Borrower Company or any of its the Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.15), 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 Company or such Subsidiary 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 prepayments prepayment is to be applied as 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) belowof this Section 2.04(b).
(iiiiv) Upon 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 Extraordinary Receipt received by reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swingline Loans or paid L/C Borrowings or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to or for the account such excess.
(vi) Prepayments of the Borrower or any Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swingline Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of its Subsidiaries, and not otherwise included in prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.05(b2.04(b), the amount remaining, if any, after the prepayment in full of all L/C 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 Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the 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 aggregate principal amount in excess of $3,000,000 during offer to purchase at par the term of this Agreementoutstanding 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 prepay an aggregate principal 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 equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower 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 notified by of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent on or prior 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 date scheduled installments of receipt principal of such insurance proceeds, condemnation awards or indemnity paymentsthe Incremental Term Loans as specified by the Incremental Term Supplement), and so long as no Default shall (ii) in an amount equal to that portion of the Waivable Prepayment that otherwise would have occurred been payable to those Incremental Term Lenders that have elected to exercise such option, to prepay the Term A Loans and be continuingRevolving Credit Loans, 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 prepayment shall be immediately further applied to the prepayment scheduled installments of principal of the Term A Loans as set forth and Revolving Credit Loans in this accordance with Section 2.05(b)(v2.04(b)(iv).
Appears in 2 contracts
Sources: Credit Agreement (AMC Networks Inc.), Credit Agreement (AMC Networks Inc.)
Mandatory. (i) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an 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 (other than any Disposition of any property permitted by under Section 7.05(b), (c), (d), (e) or (g)7.05(g) 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 use the Net Cash Proceeds immediately upon receipt thereof by to eliminate any Borrowing Base Deficiency resulting from such Person (such prepayments to be applied as set forth in clauses (vi) and (ix) below)sale; 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 a Disposition described to the extent that (A) such proceeds are reinvested in this Section 2.05(b)(i)replacement properties or assets, at the election of the Borrower (as notified or other productive properties or assets, acquired by the Borrower to or a Subsidiary of a kind then used or usable in the Administrative Agent on business of the applicable Person (with equal or prior to 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 Disposition)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 so long as no Default 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 have occurred and be continuingnot 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 such Subsidiary may retain and reinvest all a Guarantor of a kind then used or any portion usable in the business of such Net Cash Proceeds in an the applicable Person (with equal or greater aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, Attributed Value) within 180 days after from the date of receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii)thereof.
(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 7.03), 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 (viiv) below).
(iiiiv) Prepayments of the Total Outstandings made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Extraordinary Receipt received Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or paid notice to or for the account of from the Borrower or any of its Subsidiariesother Loan Party) to reimburse the L/C Issuer or the Lenders, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default 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)(v)applicable.
Appears in 2 contracts
Sources: Credit Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc)
Mandatory. (i) [Reserved].
(ii) If (1) the Borrower or any Subsidiary of its Subsidiaries the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(b7.05(a), (b), (c), (d), (e), (g), (h), (i), (k), (l), (m), (n), (p), (q), (s) or (gt)) 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, 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 cause to be applied as set forth in clauses (vi) 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 Borrower (as notified by the Borrower to the Administrative Agent prepaid on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 days which is ten (10) Business 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); 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 date of the Loans as set forth in this Section 2.05(b)(ii).
(ii) Upon the incurrence realization or issuance receipt by the Borrower or any Subsidiary of its Subsidiaries the Borrower of such Net Proceeds, 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 (other than Indebtedness expressly after the Closing Date not permitted to be incurred or issued pursuant to Section 7.03), the Borrower shall prepay cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon on or prior to the date which is five (5) Business Days after the receipt thereof by the Borrower or such Subsidiary of the Borrower of such Net Proceeds.
(iv) [Reserved].
(v) If for any reason the aggregate Outstanding Amount of Revolving Credit Loans, Swing Line Loans and L/C 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 in an aggregate amount equal to such prepayments excess; provided that the Borrower shall not be required to be applied as set forth Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in clause full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) below).
Each prepayment of Term Loans pursuant to this Section 2.05(b) (iiiA) Upon any Extraordinary Receipt received by or 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 for the account other applicable share provided by this Agreement) of the Borrower or any each such Class of its SubsidiariesTerm Loans, and not otherwise included in subject to clause (i) or (iivii) of this Section 2.05(b). Notwithstanding clause (A) above, in any Incremental Amendment or Extension Amendment may provide (including on an aggregate principal amount in excess optional basis as elected by the Borrower) for a less than ratable application of $3,000,000 during the term prepayments to any Class of this Agreement, the Term Loans established thereunder.
(vii) The Borrower shall prepay an aggregate principal amount notify the Administrative Agent in writing of any mandatory prepayment of Term Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments required to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified made by the Borrower pursuant to the Administrative Agent on or clauses (i) through (iv) of this Section 2.05(b) at least two (2) Business Days prior to the date of receipt such prepayment (unless otherwise agreed by the Administrative Agent). Each such notice shall specify the date of such insurance proceedsprepayment 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, condemnation awards (i) to the extent that any of or indemnity paymentsall the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”), the Net 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 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 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 commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and so long once such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, such repatriation will be promptly effected and an amount equal to such repatriated Net Proceeds will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as no Default shall have occurred a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05(b) to the extent provided herein and be continuing, (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 Borrower) with respect to such Subsidiary may apply within 180 days after the receipt of Net Proceeds, such cash proceeds Net Proceeds so affected will not be required 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 repay Term Loans at the prepayment of the Loans as set forth times provided in this Section 2.05(b)(v)2.05(b) but may be retained by the applicable Foreign Subsidiary.
Appears in 2 contracts
Sources: First Amendment to Credit Agreement (Portillo's Inc.), First Amendment to Credit Agreement (Portillo's Inc.)
Mandatory. (i) If The Borrower shall, not later than three Business Days after the date of receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries Disposes from:
(A) the sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries (other than any Disposition property or assets expressly permitted to be sold, leased, transferred or otherwise disposed of any property permitted by Section 7.05(bpursuant to clause (i), (cii), (diii), (eiv) or (gv) of Section 5.02(e)) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); 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)(ii).;
(iiB) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness Debt (other than Indebtedness Debt expressly permitted to be incurred or issued pursuant to Section 7.03clause (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) or (xiii) of Section 5.02(b)); and
(C) the issuance or sale by the Borrower or any Subsidiary thereof (which is or will be as a result thereof subject to the Securities Exchange Act of 1934, as amended) of any Equity Interests therein (other than (i) the issuance by the Borrower of (a) its common stock pursuant to equity incentive or benefit plans of the Borrower, (b) Equity Interests to effect any acquisition permitted under Section 5.02(f) hereof, provided that in the case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof are used within 180 days of such issuance to effect such acquisition, and any such proceeds not so used by such 180th day shall be applied
as a prepayment as provided herein, or (c) Equity Interests in connection with a redemption of Subordinated Debt to the extent contemplated in Section 5.02(i) and, (ii) the issuance by any Subsidiary of the Borrower of any Equity Interests therein (a) to the Borrower or to another Subsidiary thereof, or (b) to any other Person or Persons in an aggregate amount in any one transaction or series of related transactions not in excess of $10,000,000), prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings equal to (x) 100% of all the amount of the Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower in respect of any sale, lease, transfer or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below).
(iii) Upon other disposition of any Extraordinary Receipt received by property or paid to or for the account assets of the Borrower or any of its Subsidiaries, and Subsidiaries referred to in subclause (b)(i)(A) above to the extent such Net Cash Proceeds have not otherwise included been reinvested within the applicable reinvestment period as provided in clause Section 5.02(e)(vi); (iy) the first $200,000,000 of Net Cash Proceeds from the incurrence or issuance by the Borrower or any of its Subsidiaries of all Debt referred to in subclause (iib)(i)(B) above plus 50% of this Section 2.05(b), in an aggregate principal amount any such Net Cash Proceeds in excess of $3,000,000 during 200,000,000; and (z) 50% of the term amount of this Agreementthe Net Cash Proceeds of the issuance or sale by the Borrower of any Equity Interests referred to in subclause (b)(i)(C), and in the case of Net Cash Proceeds from the issuance or sale by any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above, 50% of an amount equal to the Borrower's Percentage of such Net Cash Proceeds; provided however, that prepayments of Net Cash Proceeds from the issuance or sale by the Borrower or any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above shall not be required if, after giving pro forma effect to such issuance or sale, the Borrower has a Leverage Ratio of less than 2.75:1.00. Each prepayment of advances required to be made pursuant to this subclause (i) shall first be applied on a pro rata basis between the Term Facilities, and with respect to each Term Facility, applied on a pro rata basis against the respective principal repayment installments thereof, and thereafter applied to the Revolving Credit Facility in the manner set forth in this Section 2.06(b).
(ii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of Loans 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 100% 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 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) Business Day and (ix2) below); provided, however, that with respect 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 proceeds of insurancepermanent reduction thereof pursuant to Section 2.05 on such Business Day).
(iii) The Borrower shall, condemnation awards (or payments in lieu thereof) or indemnity paymentson each Business Day, at the election of the Borrower (as notified by the Borrower pay to the Administrative Agent for deposit into the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on or prior deposit in the L/C Cash Collateral Account on such Business Day to equal the date amount by which (A) the aggregate Available Amount of receipt all Letters of Credit outstanding on such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, Business Day exceeds (B) the Borrower or Letter of Credit Facility on such Subsidiary may apply within 180 days Business Day (after the receipt of giving effect to any permanent reduction thereof pursuant to Section 2.05 on 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)(vBusiness Day).
Appears in 2 contracts
Sources: Credit Agreement (Davita Inc), Credit Agreement (Davita Inc)
Mandatory. (i) If Borrower or after the Closing Date (x) any of its Subsidiaries Loan Party Disposes of any property (other than any Disposition or assets outside of any property permitted by the ordinary course of business or pursuant to Section 7.05(b7.05(f)(xxi), (c)y) Holdings or any Borrower issues any Equity Interests to any Person that is not a Loan Party, (d), (e) or (g)z) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that, any Casualty Event occurs with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)property or assets of any Loan Party, at then the election of the Borrower (as notified by the Borrower Borrowers shall cause to the Administrative Agent be prepaid on or prior to the date which is five (5) Business Days after the date of such Disposition), and so long as no Default shall have occurred and be continuing, the Borrower realization or such Subsidiary may retain and reinvest all or any portion receipt thereby of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); 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)(ii).
(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 7.03), the Borrower shall prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds realized or received therefrom immediately upon receipt thereof by (minus the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) interest due and (ix) belowowing thereon); provided, however, that with respect to any proceeds of insuranceNet Proceeds received or realized from any Casualty Event, condemnation awards (or payments in lieu thereofthe Borrowers shall not be required to prepay the Term Loans pursuant to this Section 2.05(b)(i) or indemnity payments, at with such Net Proceeds to the election of extent that the Lead Borrower (as notified by the Borrower shall have delivered to the Administrative Agent written notice (email being sufficient) on or prior to such prepayment date stating that such Net Proceeds (or a portion thereof) shall be reinvested in assets useful in the business of the Loan Parties (or any of their respective Subsidiaries) within one hundred eighty (180) days following the receipt of such Net Proceeds, and if at the end of such reinvestment period any such Net Proceeds have not been so reinvested, the Borrowers shall cause to be prepaid on or prior to the date of receipt which is five (5) Business Days after the expiration of such insurance proceeds, condemnation awards or indemnity payments), reinvestment period an aggregate principal amount of Term Loans (minus the amount of interest due and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt owing thereon) in an amount equal to 100% 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, Net Proceeds that any cash proceeds have not been so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v)reinvested.
(ii) [Reserved].
(iii) [Reserved].
(iv) [Reserved].
(v) [Reserved].
Appears in 2 contracts
Sources: Senior Secured Super Priority Debtor in Possession Credit Agreement (Trinseo PLC), Senior Secured Super Priority Debtor in Possession Credit Agreement (Trinseo PLC)
Mandatory. (i) If The Borrower or shall from time to time prepay the Revolving Loans to the extent necessary so that the Total Utilization of Commitments shall not at any time exceed the Commitments then in effect; provided that, to the extent such excess amount is greater than the aggregate principal amount of its Subsidiaries Disposes Revolving Loans outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Usage, as more particularly described in Section 2.04(l), and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Usage by an equivalent amount.
(ii) To the extent the Financial Covenants set forth in Section 8.01(b) and/or Section 8.01(c) are not satisfied as of any property (other than Measurement Date as set forth in any Disposition of any property permitted by Compliance Certificate delivered in accordance with Section 7.05(b6.02(a), (c), (d), (e) or (g)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount the Revolving Loans in accordance with clause (iii) below within ten (10) Business Days of Loans equal to 100% the date of delivery of such Net Cash Proceeds immediately upon receipt thereof by Compliance Certificate to the extent necessary such Person (such prepayments to be applied as that the Financial Covenants set forth in clauses Section 8.01(b) and/or Section 8.01(c) would, if recalculated to give Pro Forma Effect to such repayment, be satisfied as of such Measurement Date (vi) and (ix) below); providedor, howeverif less, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election remaining outstanding principal balance of the Facility) and, as long as such payment is made as of such date, no Default or Event of Default shall occur in respect of such breach.
(iii) The Borrower (as notified by the Borrower shall give notice to the Administrative Agent on of any mandatory prepayment of the Loans pursuant to Section 2.07(b)(i) or Section 2.07(b)(ii) by 11:00 a.m. at least three Business Days prior to the date of on which such Disposition), and so long as no Default payment is due. Such notice shall have occurred and be continuing, state that the Borrower is offering to make or will make such Subsidiary mandatory prepayment on or before the date specified in Section 2.07(b)(i) or Section 2.07(b)(ii) (a “Prepayment Date”). Once given, such notice shall be irrevocable (provided that the Borrower may retain and reinvest rescind any notice of prepayment if such prepayment would have resulted from a refinancing of all or any portion of the Facility or been made in connection with a Disposition, which refinancing or Disposition shall not be consummated or shall otherwise be delayed) and all amounts subject to such Net Cash Proceeds notice shall be due and payable on the Prepayment Date (except as otherwise provided in an aggregate amount not to exceed $3,000,000 during the term last sentence of this Agreement in operating assets so long as, in each case, within 180 days after Section 2.07(b)(iii)). Upon receipt by the receipt Administrative Agent of such Net Cash Proceedsnotice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such purchase shall have been consummated L▇▇▇▇▇’s Pro Rata Share of the prepayment. Each Lender may elect (as certified in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment by the Borrower giving notice of such election in writing to the Administrative Agent); and provided furtherAgent by 11:00 a.m., however, on the date that any Net Cash Proceeds not subject is one Business Day prior to such definitive agreement or prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such L▇▇▇▇▇’s Pro Rata Share of the total amount of such mandatory prepayment of Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so reinvested declined by any Lender shall be immediately retained by the Borrower and the Restricted Subsidiaries and/or applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(ii) Upon the incurrence or issuance by the Borrower or any of its the Restricted Subsidiaries of in any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), manner not inconsistent with 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 (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), in an aggregate principal amount in excess of $3,000,000 during the term terms of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default 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)(v).
Appears in 2 contracts
Sources: Credit Agreement (Helix Energy Solutions Group Inc), Credit Agreement (Helix Energy Solutions Group Inc)
Mandatory. (i) If (1) the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by pursuant to Section 7.05(b), (c), (d), (e7.05(g) or (g)2) any Casualty Event occurs, in either case, which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $35,000,000, the 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 clauses (vi) and (ix) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, (i) as within 180 days twelve (12) 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 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 Term A Loans as set forth in this Section 2.05(b)(ii2.05(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 7.037.02), 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 (such prepayments to be applied as set forth in clause (vi) below)Subsidiary.
(iii) Upon any Extraordinary Receipt received by or paid Each prepayment of Loans pursuant to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) 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 an aggregate principal amount in excess direct order of $3,000,000 during maturity.
(iv) If for any reason the term of this AgreementTotal Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the 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 principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default 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)(v)excess.
Appears in 2 contracts
Sources: Credit Agreement (Halozyme Therapeutics, Inc.), Credit Agreement (Halozyme Therapeutics, Inc.)
Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b▇▇▇▇▇▇▇ ▇.▇▇(▇), (c▇), (d▇), (e▇), (▇), (▇), (▇), (▇), (▇), (▇) or (gl)) or any Casualty Event occurs, which results in the realization by such Person of Net Cash Proceeds, the 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 (iii) and subject to clauses (viiv) and (ixv) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary (x) may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during assets that are used or useful in the term business of this Agreement in operating assets the Borrower and its Subsidiaries so long as, in each case, as within 180 days 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 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 next 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 writing to accordance with the Administrative Agentimmediately preceding clause (x) or (y); and provided provided, further, however, that any Net Cash Proceeds not subject to such definitive agreement so applied in accordance with clause (x) or so reinvested (y) of the immediately preceding proviso shall be immediately promptly, but in any event within five Business Days after the end of the applicable reinvestment period, applied to the prepayment of the Term A Loans as set forth in this Section 2.05(b)(ii2.05(b)(i).
(ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness x) not expressly permitted to be incurred or issued pursuant to Section 7.03)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 immediately upon 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 (viiii) below and subject to clause (iv) below).
(iii) Upon 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 Extraordinary Receipt received by or paid to or for the account of the Borrower or any other provisions of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default under Section 8.01(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 Subsidiary excess over $1,000,000. During such deferral period the Borrower may apply within 180 days after the receipt all or any part of such cash proceeds aggregate amount to replace 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 repair Section 8.01(f), or an Event of Default, during any such deferral period, the equipmentBorrower shall immediately prepay the Term A Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, howeveras 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 cash proceeds 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 shall be immediately applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Term A Loans as set forth in pursuant to this Section 2.05(b)(v2.05(b) to the extent otherwise provided herein and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event would have a material adverse tax consequence with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, L/C Borrowings and Swing Line Loans and/or Cash Collateralize such L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to clause (vi) of this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. 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) 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) Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b) (such payment date, the “Excess Cash Flow Payment Date”), the Borrowers shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) the Applicable Prepayment Percentage of Excess Cash Flow for the Fiscal Year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a) during such Fiscal Year (such prepayments to be applied as set forth in clause (iv) below).
(ii) If Borrower any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b7.05(a), (b), (c), (d), (e), (f), (i) or (gj)) which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $5,000,000, individually or in the aggregate during any Fiscal Year, the Borrower Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds that are in excess of $5,000,000 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses clause (vi) and (ixiv) 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 Borrower Borrowers (as notified by the Borrower 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated or a definitive agreement with respect to such purchase shall have been entered into by the Borrowers (as certified by the Borrower Borrowers in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii); provided further that Net Cash Proceeds received in connection with any Disposition of ABL Priority Collateral (as such term is defined in the Intercreditor Agreement) shall not be required to be used to prepay outstanding Term Loans to the extent that such Net Cash Proceeds are used to prepay the revolving loans under the Revolving Credit Agreement.
(iiiii) Upon the incurrence or issuance by the Borrower any Loan Party or any of its their Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Sections 7.02(a) - (m), Section 7.037.02(n)(ii) and Sections 7.02 (o) – (v)), the Borrower 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 Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses clause (vi) and (ixiv) below); provided, however, provided that with respect any prepayment of Loans pursuant to any proceeds of insurance, condemnation awards (or payments in lieu thereofthis Section 2.05(b)(iii) or indemnity payments, shall be made at the election of the Borrower (as notified by the Borrower a premium if and to the Administrative Agent on or prior extent required by Section 2.05(e).
(iv) Each prepayment of Loans pursuant to the date foregoing provisions of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied this Section 2.05(b) shall be immediately applied ratably to each Series of Term Loans and shall be applied to the Term B Repayment Amounts and New Term Loan Repayment Amounts, as the case may be, on a pro rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages of the Loans as set forth in this Section 2.05(b)(v)such Series.
Appears in 2 contracts
Sources: Credit Agreement (Exopack Holding Corp), Credit Agreement (Exopack Holding Corp)
Mandatory. (i) If the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b7.05(a) – (h), (cj), (d), (ek) or (gl)) 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 immediately upon within three Business Days after receipt thereof by such Person (such prepayments to be applied as set forth in clauses clause (vi) and (ixiii) 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 Borrower (as notified by the 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, the Borrower or such Restricted Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 365 days 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 Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(ii) Upon any Extraordinary Receipt received by or paid to or for the incurrence or issuance by account of the Borrower or any of its Subsidiaries Restricted Subsidiaries, and not otherwise included in clause (i) of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to this Section 7.032.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within 3 Business Days after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Restricted Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to within 3 Business Days after the date of receipt of such insurance proceeds, condemnation awards or indemnity paymentsNet Cash Proceeds), and so long as no Default shall have occurred and be continuingcontinuing or would result therefrom, the Borrower or such Restricted Subsidiary may apply within 180 365 days after the receipt of such cash proceeds to replace replace, rebuild, restore or repair the equipment, fixed assets or real property in respect of which such cash proceeds 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 Revolving Credit Facility at such time, the 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.
(v) 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, 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, 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 Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the 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 for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrowers shall immediately prepay 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 excess or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer.
(ii) Prepayments of the Revolving Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from 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 its Subsidiaries Disposes of any property the Borrower Group conveys, sells, leases (other than any Disposition of any property permitted by Section 7.05(bincluding via sublease), transfers or otherwise disposes of (c)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 (d)any such conveyance, sale, lease, transfer or other disposition described in clause (e1) or (g2), a “Specified Disposition”), then within ten (10) which results 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 realization by such Person case of Net Cash Proceedsa Specified Disposition described in clause (1) above, the Borrower Revolving Commitments shall prepay be permanently reduced in an aggregate principal amount of (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 Net Cash Proceeds immediately upon receipt thereof Specified Disposition received by such Person (such prepayments to be applied as set forth in clauses (vi) the Borrower Group and (ixy) below)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, however, provided that, solely with respect to any Net Cash Proceeds realized under a Specified Disposition described in this Section 2.05(b)(i)clause (2) above, at the election of the Borrower Borrowers (as notified by the Borrower Borrowers to the Administrative Agent on or prior to within ten Business Days following the date of receipt of such Net Available Proceeds of such Specified Disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary Group may retain and reinvest all or any portion of such Net Cash Available Proceeds in an aggregate amount not 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 exceed $3,000,000 during use such Net Available Proceeds before the term expiration of this Agreement the 365-day period referred to in operating assets so long as, in each casepreceding clause (i), within 180 days after the receipt end of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent)365-day period; and provided further, however, that any Net Cash Available Proceeds not subject to such definitive agreement 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 2.05(b)(ii2.04(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.
(iiiv) Upon Within ten days after the incurrence or issuance receipt by the any Borrower or any of its Subsidiaries Restricted Subsidiary of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03)Net Available Proceeds from any Debt Issuance, the Borrower Revolving Commitments shall prepay be permanently reduced in an aggregate principal amount of (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 Net Cash Proceeds received therefrom immediately upon receipt thereof by of its pro rata share of any mandatory prepayment of Revolving Loans (and, in the Borrower or such Subsidiary 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 prepayments to be applied as set forth in clause (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreementdeclined amounts, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof “Declined Proceeds”) by such Loan Party or such Subsidiary providing written notice (such prepayments to be applied as set forth in clauses (vieach, a “Rejection Notice”) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent and the Company no later than 5:00 p.m. (New York City time) on or prior to the Business Day after the date of such ▇▇▇▇▇▇’s receipt of notice from the Administrative Agent regarding such insurance proceedsmandatory 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, condemnation awards or indemnity paymentsany 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), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt a permanent reduction of such cash proceeds its Revolving Commitment) 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 Lender is otherwise entitled. Any Declined Proceeds remaining thereafter shall be immediately applied to retained by the prepayment of the Loans as set forth in this Section 2.05(b)(v)Company.
Appears in 2 contracts
Sources: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Mandatory. (i) If Borrower If, at any 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 a Liquidity Period, within five Business Days following the receipt of any Net Cash Proceeds in respect of any Disposition of Collateral or any of its Subsidiaries Disposes of any property Net Insurance/Condemnation Proceeds (other than any Disposition of any property (A) permitted by Section 7.05(b7.05(a), (b), (c), (d), (eh) or (gi), or (B) which results in the realization by such Person ordinary course of Net Cash Proceedsbusiness of the Borrowers and their respective Subsidiaries), the Borrower 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 clauses (vi) and (ix) 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 Borrower (as notified by Loans and/or Cash Collateralize the Borrower 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, the Borrower Disposition or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 days after the receipt of such Net Cash Insurance/Condemnation Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(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 7.03), 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 (vi) below).
(iii) Upon any Extraordinary Receipt received by or paid to or for the account Prepayments of the Borrower Facilities made pursuant to this Section 2.06(b), shall be applied, first, to the L/C Borrowings, Swingline Loans or any Protective Advances, second, ratably to the outstanding Loans and third, to Cash Collateralize the remaining L/C Obligations.
(iv) In the case of its Subsidiaries, and not otherwise included in prepayments of the Facilities required pursuant to clause (i) or (ii) of this Section 2.05(b2.06(b), the amount remaining, if any, after the prepayment in an aggregate principal amount full of all L/C Borrowings and Loans, outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in excess full may be retained by the Borrowers for use in the ordinary course of $3,000,000 during their business. Upon the term drawing of this Agreementany Letter of Credit that has been Cash Collateralized, the Borrower funds held in the L/C Cash Collateral Account shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default 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)(v)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 for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an 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 (other than any Disposition of any property permitted by under Section 7.05(b), (c), (d), (e7.05(g) or (g)) suffers a Casualty Event 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 use the Net Cash Proceeds immediately upon receipt thereof by to eliminate any Borrowing Base Deficiency resulting from such Person (such prepayments to be applied as set forth in clauses (vi) and (ix) below)sale; 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 a Disposition described to the extent that (A) such proceeds are reinvested in this Section 2.05(b)(i)replacement properties or assets, at the election of the Borrower (as notified or other productive properties or assets, acquired by the Borrower to or a Restricted Subsidiary of a kind then used or usable in the Administrative Agent on business of the applicable Person (with equal or prior to 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 Disposition)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 so long as no Default 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 have occurred and be continuingnot 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 such Subsidiary may retain and reinvest all a Guarantor of a kind then used or any portion usable in the business of such Net Cash Proceeds in an the applicable Person (with equal or greater aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, Attributed Value) within 180 days after from the date of receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii)thereof.
(iiiv) 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 (viv) below).
(iiiv) Prepayments of the Total Outstandings made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Extraordinary Receipt received Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or paid notice to or for the account of from the Borrower or any of its Subsidiariesother Loan Party) to reimburse the L/C Issuer or the Lenders, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default 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)(v)applicable.
Appears in 2 contracts
Sources: Credit Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy 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 Borrower any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(bSections 7.05(a), (c), (d), (e7.05(b) or (g7.05(c)) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (viv) and (ixvii) 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 Borrower (as notified pursuant to a notice in writing by the 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 365 days after the receipt of such Net Cash ProceedsProceeds (or within 545 days if the applicable Loan Party has entered into a binding contract for reinvestment of such Net Cash Proceeds within 365 days of such Disposition), such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested in each case as set forth herein above, shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iiiii) Upon the incurrence or issuance by 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 Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to this Section 7.032.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (viv) and (ixvii) 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 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, the Borrower such Loan Party or such Subsidiary may apply within 180 365 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 receivedreceived (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)(v2.05(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 Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(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, 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, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Bojangles', Inc.), Credit Agreement (Bojangles', Inc.)
Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b7.5(a), (b), (c), (d), (ef), (g) or (gh)) which results in the realization by such Person of Net Cash ProceedsProceeds (in excess of $20,000,000 in the aggregate in any fiscal year unless an Event of Default has occurred and is continuing at the time of such Disposition in which case no Net Cash Proceeds shall be excluded from the mandatory prepayment requirements of this clause (i)), the 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 clauses clause (vi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.6(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)Borrower, and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not property useful to exceed $3,000,000 during the term of this Agreement in operating assets its business so long as, in each case, as the Borrower or such Subsidiary has consummated such purchase or entered into a binding contract with respect to such purchase within 180 365 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); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement binding contract or so reinvested shall be immediately applied within 10 Business Days after such period to the prepayment of the Loans as set forth in this Section 2.05(b)(ii2.6(b)(i).
(ii) Upon the sale or issuance by the Borrower or any 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 while an Event of Default shall have occurred and be continuing, 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).
(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 7.037.2), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within 10 Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below).
(iiiiv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its SubsidiariesSubsidiaries 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 (iiiii) of this Section 2.05(b2.6(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon within 10 Business Days of receipt thereof by such Loan Party the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses clause (vi) and (ix) below); provided, however, that with respect to .
(v) Upon the occurrence of 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 continuing2007 Convertible Notes Maturity Condition, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipmenton November 21, fixed assets or real property 2011 shall prepay 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 full all of the Loans and all other amounts owing under this Agreement and under any of the other Loan Documents and the Borrower shall Cash Collateralize the L/C Obligations in an amount equal to 105% of the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit.
(vi) Each prepayment of Loans pursuant to the provisions of Section 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 set forth follows: first, shall be applied ratably to the Reimbursement Obligations and the Swingline 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 Revolving Credit Facility shall be automatically and permanently reduced 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 Borrower or any other Loan Party) to reimburse the 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 this Section 2.05(b)(v)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 Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e) or (g)) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that, with With respect to any Net Cash Proceeds realized under a Disposition 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), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); 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)(ii).
(ii) Upon the incurrence non-ordinary course sale or issuance by the Borrower Company or any of its Subsidiaries of any Indebtedness of its Equity Interests (other than Indebtedness expressly permitted to be incurred or issued it being understood that the issuance of stock-based compensation, stock options and equity issuances pursuant to Section 7.03)stock plans shall be excluded) after October 31, 2007, (x) if such sale or issuance is consummated prior to the funding of the Term Loan, the Borrower Aggregate Commitments shall be permanently reduced and (y) if such sale or issuance is consummated after the funding of the Term Loan, the Company shall prepay the Loans, in each case, in an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower Company or such Subsidiary (such prepayments to be applied as set forth in clause (viiii) below).
(iiiii) Upon With respect to any Extraordinary Receipt received incurrence or issuance by or paid to or for the account of the Borrower Company or any of its SubsidiariesSubsidiaries of any Indebtedness pursuant to Section 7.03(i) after October 31, 2007, (x) if such incurrence or issuance is consummated prior to the funding of the Term Loan, the Aggregate Commitments shall be permanently reduced and not otherwise included (y) if such incurrence or issuance is consummated after the funding of the Term Loan, the Company shall prepay the Loans, in clause (i) or (ii) of this Section 2.05(b)each case, in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party the Company or such Subsidiary (such prepayments to be applied as set forth in clauses clause (vi) and (ixiii) below); provided, however, that with respect .
(iii) Each prepayment of Loans pursuant to any proceeds the foregoing provisions of insurance, condemnation awards (or payments in lieu thereofthis Section 2.05(b) or indemnity payments, at shall be applied to the election outstanding principal amount of the Borrower Term Loan (as notified by the Borrower and to the Administrative Agent on or extent received prior to the date funding of receipt of such insurance proceedsthe Term Loan, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment permanent reduction of the Loans as set forth Aggregate Commitments) in accordance with the terms of this Section 2.05(b)(v)Agreement.
Appears in 1 contract
Sources: Credit Agreement (Perkinelmer Inc)
Mandatory. (i) If No later than 15 days after any other date on which the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted the Seller becomes aware or is informed by Section 7.05(b), (c), (d), (e) or (g)) which results in the realization by Administrative Agent that a Borrowing Base Deficit exists on such Person of Net Cash Proceedsdate, the Borrower shall either, in Borrower’s option, (A) prepay without premium or penalty (except as set forth in Section 8.1 below) the Obligations in an aggregate principal amount of Loans equal to 100% the Mandatory Payment Amount or (B) take such other corrective actions as may be necessary to cure the Borrowing Base Deficit.
(ii) If after the Closing Date the Borrower shall (x) issue any new equity securities or (y) incur or assume any Permitted Subordinated Debt at a time when an Early Amortization Event is continuing, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of the Borrower. Promptly upon receipt by the Borrower of Net Cash Proceeds of such issuance, incurrence or assumption (other than the Net Cash Proceeds from the incurrence of Permitted Subordinated Debt while an Early Amortization Event is not occurring, the proceeds of which the Borrower may put to any purpose, including, without limitation the payment of distributions, dividends, or payments to the Seller or any other Person) the Borrower shall prepay without premium or penalty (except as set forth in Section 8.1 below) the Obligations in the amount of such Net Cash Proceeds.
(iii) To the extent no Replacement Units are either (a) purchased with the Net Cash Proceeds immediately upon receipt thereof by such Person from the sale or other voluntary Disposition of any Unit or with the Event of Loss Proceeds from an Event of Loss during the 365 or 30 day period (such prepayments as applicable) provided for in Section 6.13(d), or (b) contractually committed to be applied purchased with the Net Cash Proceeds from the sale or other voluntary Disposition of any Unit or with the Event of Loss Proceeds from an Event of Loss during the 365 or 30 day period (as applicable) provided for in Section 6.13(d), the Borrower shall, immediately after such 365 or 30 day period, as applicable, prepay without premium or penalty (except as set forth in clauses (viSection 8.1 below) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described the Obligations 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), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 days after the receipt of such Net Cash Proceeds, such purchase Event of Loss Proceeds or excess proceeds, as applicable.
(iv) Each prepayment of Loans under this Section 2.6(b) shall have been consummated (as certified be made by the Borrower in writing payment of the principal amount to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested be prepaid (which shall be immediately applied to the prepayment of the outstanding Term ‑42‑ Loans as set forth until paid in this Section 2.05(b)(ii).
(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 7.03), 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 (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vifull) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior accrued interest thereon 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, prepayment together with any amounts due 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 Lenders under Section 2.05(b)(v)8.1.
Appears in 1 contract
Sources: Credit Agreement
Mandatory. (i) If Upon any sale, transfer or other disposition of any assets or property by the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e) or (g)) which results in the realization by such Person of Net Cash ProceedsRegulated Subsidiary, the Borrower shall prepay an aggregate principal amount of Loans the Advances 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 (vi) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); 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)(ii).
(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 7.03), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately promptly upon receipt thereof by the Borrower or such Subsidiary Regulated Subsidiary; provided that the foregoing shall not apply to (such prepayments to be applied as set forth in clause (vii) below).
(iii) Upon any Extraordinary Receipt received by sale, transfer or paid to other disposition of any asset or for the account property of the Borrower or any of its SubsidiariesRegulated Subsidiary permitted under Sections 5.02(e)(i) through 5.02(e)(v), and not otherwise included in clause (i5.02(e)(vii) or 5.02(e)(viii) or (ii) of this Section 2.05(b)any Equity Interests in, in an aggregate principal amount in excess of $3,000,000 during or assets or property of, Mountaineer Gas; provided further notwithstanding the term of this Agreementforegoing, the Borrower and its Regulated Subsidiaries shall prepay an aggregate principal amount be entitled to retain the first $100,000,000 of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party from any other sale, transfer or such Subsidiary (such prepayments to be applied as set forth other disposition in clauses (vi) and (ix) below); provided, however, that with respect to of any proceeds of insurance, condemnation awards (the assets or payments in lieu thereof) or indemnity payments, at the election property of the Borrower (as notified or its Regulated Subsidiaries received by the Borrower and its Regulated Subsidiaries in the aggregate and shall not be required to repay Term Advances, L/C Borrowings or Revolving Advances or Cash Collateralize L/C Obligations pursuant to this Section 2.06(b) with such proceeds. Prepayments pursuant to this Section 2.06(b) shall be applied first, to repay Term Advances outstanding at such time until all such Term Advances are paid in full, second, to repay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid in full, third, to repay Revolving Advances outstanding at such time until all such Revolving Advances are paid in full, fourth, to Cash Collateralize the Administrative Agent on or prior to L/C Obligations (the date of receipt sum of such insurance proceeds, condemnation awards or indemnity payments), prepayment amounts and so long as no Default shall have occurred and be continuing, Cash Collateralization amounts being 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)(v“Reduction Amount”).
Appears in 1 contract
Mandatory. (i) If Borrower (x) the Company or any of its Subsidiaries Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(b7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Subsidiary to a Loan Party), (e), (g), (h) or (gk)) or (y) any Casualty Event occurs, which results in the realization or receipt by the Company or such Person Restricted Subsidiary of Net Cash Asset Sale Proceeds or Casualty Event Proceeds:
(A) for a period of 350 days after the date on which it receives such proceeds (such period, the Borrower shall prepay “Proceeds Utilization Period”), the Company may, at the Company’s option, either (x) cause to be prepaid or repaid any senior Indebtedness of the Company, including the Indebtedness arising under the Loans, the First Lien Notes and/or the Second Lien Indebtedness and/or (y) reinvest such Asset Sale Proceeds or Casualty Event Proceeds in assets useful for its business, in an aggregate principal amount of Loans equal to 100% of such Net Cash all Asset Sale Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that, with respect to any Net Cash or Casualty Event Proceeds realized under or received up to a Disposition described in this Section 2.05(b)(i), at the election maximum of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and $75,000,000; provided that so long as no an Event of Default shall have occurred and be continuing, the Borrower Company shall not be permitted to make any such repayments, prepayments or reinvestments (other than pursuant to a legally binding commitment that the Company entered into at a time when no Event of Default is continuing); and
(B) on the first date following the end of the Proceeds Utilization Period, the Company shall apply any Asset Sale Proceeds or Casualty Event Proceeds not used in accordance with Section 2.04(b)(i)(A) (such Subsidiary may retain proceeds, the “Remaining Proceeds”) to prepay or repay the Indebtedness arising under the Loans and reinvest all or any portion of such Net Cash Proceeds in Collateralize the L/C Obligations, and shall permanently reduce the Commitments by an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing equal to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii)Remaining Proceeds.
(ii) Upon If the incurrence or issuance by the Borrower Borrowers or any of its Subsidiaries of Restricted Subsidiary incur or issue any Indebtedness (other than Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrower Borrowers shall prepay cause to be prepaid or repaid the Indebtedness arising under the the Loans and Cash Collateralize the L/C Obligations in an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon and permanently reduce the Commitments by an amount equal to the 100% of all Net Cash Proceeds received, on or prior to the date which is five (5) Business Days after the receipt thereof by the Borrower or of such Subsidiary (such prepayments to be applied as set forth in clause (vi) below)Net Cash Proceeds.
(iii) Upon If for any Extraordinary Receipt received by reason the aggregate Revolving Credit Exposures exceeds the aggregate Commitments then in effect for a period of three (3) consecutive Business Days, the Borrowers shall promptly prepay or cause to be promptly prepaid Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b)(iii) unless after the prepayment in full of the Loans such aggregate Outstanding Amount exceeds the aggregate Commitments then in effect.
(iv) Each prepayment of Loans pursuant to this Section 2.04(b) shall be paid to or for the account Lenders in accordance with their respective Pro Rata Shares subject to clause (v) of this Section 2.04(b).
(v) The Borrowers shall notify the Borrower or Administrative Agent at the Administrative Agent’s Office in writing of any mandatory prepayment of its Subsidiaries, and not otherwise included in clause Loans required to be made pursuant to clauses (i) or and (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary 2.04(b) at least three (such prepayments to be applied as set forth in clauses (vi3) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or 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 amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrowers’ prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Appropriate Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.04(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent at the Administrative Agent’s Office and the Borrowers no later than 5:00 p.m. (New York time) one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such insurance proceedsprepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Loans to be rejected, condemnation awards or indemnity paymentsany such failure will be deemed an acceptance of the total amount of such mandatory repayment of Loans. Any Declined Proceeds shall be offered to the Appropriate Lenders not so declining such prepayment (with such non-declining Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such non-declining Lenders elect to decline their Pro Rata Share of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be applied in prepayment of the First Lien Notes and the Second Lien Indebtedness in accordance with, and so long as no Default shall have occurred and be continuingto the extent required by, the Borrower or such Subsidiary may apply within 180 days after terms thereof and any surplus thereafter shall be retained by the receipt Company.
(vi) Upon a Change of such cash proceeds Control, the Borrowers shall immediately cause to replace or repair be prepaid all outstanding Revolving Credit Loans and cause all L/C Obligations to be Cash Collateralized and 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 Commitments shall be immediately applied cancelled, provided that for the purpose of determining whether a Change of Control has occurred for the purpose of this paragraph, the Management Stockholders shall be deemed to the prepayment beneficially own no more than 5% of the Loans as set forth Equity Interests in this Section 2.05(b)(v)the Company.
Appears in 1 contract
Mandatory. (i) If Borrower any Loan Party or any of its Domestic Subsidiaries Disposes of any property (other than any Disposition of any property permitted by pursuant to Section 7.05(b), (c), (d), (e) or (g)7.05(l) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (viv) and (ixviii) 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 Borrower (as notified by the 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during assets used or useful in the term business of this Agreement in operating assets the Loan Parties so long as, in each case, as within 180 365 days 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 Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii2.05(b)(i).
(ii) [Intentionally Omitted].
(iii) Upon the incurrence or issuance by the Borrower Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), 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 Holdings or such Subsidiary (such prepayments to be applied as set forth in clause clauses (viv) and (viii) below).
(iiiiv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower any Loan Party or any of its Domestic Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (viv) and (ixviii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower such Loan Party or such Subsidiary may apply within 180 365 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 receivedreceived 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)(v2.05(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 (x) prior to the satisfaction of the Burnoff Condition, the Total Revolving Credit Outstandings at any time exceed the lesser of the sum of the Loan Values of the Eligible Collateral at such time and the Revolving Credit Facility at such time and (y) thereafter, the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, in either such case, the 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.
(viii) 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, 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, 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 Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the 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. (i) If Borrower any Loan Party or any of its Domestic Subsidiaries Disposes of any property (other than any Disposition of any property permitted by pursuant to Section 7.05(b), (c), (d), (e) or (g)7.05(l) which results in the realization by such Person of Net Cash Proceeds, the Borrower 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 clauses (viv) and (ixviii) 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 Borrower Borrowers (as notified by the 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during assets used or useful in the term business of this Agreement in operating assets the Loan Parties so long as, in each case, as within 180 365 days 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 Lead Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii2.05(b)(i).
(ii) [Intentionally Omitted].
(iii) Upon the incurrence or issuance by the Borrower Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrower 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 Borrower Holdings or such Subsidiary (such prepayments to be applied as set forth in clause clauses (viv) and (viii) below).
(iiiiv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower any Loan Party or any of its Domestic Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (viv) and (ixviii) 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 Borrowers (as notified by the Lead 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 such Loan Party or such Subsidiary may apply within 180 365 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 receivedreceived 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)(v2.05(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 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 Revolving Credit Facility at such time, in either such case, the 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.
(viii) 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, 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, 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 Borrowers for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(ii) and Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Amendment Agreement (Gsi Group Inc)
Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e7.05(g) or (g)and 7.05(k) which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $1,000,000 in any fiscal year or realizes any Net Cash Proceeds in excess of $1,000,000 in any fiscal year in connection with a Casualty Event, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon within one Business Day after receipt thereof by such Person (such prepayments to be applied as set forth in clauses clause (vi) and (ixiii) below), unless no Event of Default has occurred and is continuing and such Person receives such Net Cash Proceeds during a fiscal quarter in which (i) sales from the Kalydeco Product for the most recently ended fiscal quarter equal or exceed $100,000,000 and (ii) the Borrower is in compliance with Section 7.12; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or Casualty Event described in this Section 2.05(b)(i2.03(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 DispositionDisposition or on or prior to the date Net Cash Proceeds are realized in connection with a Casualty Event, as the case may be), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 365 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); 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 of the Loans as set forth in this Section 2.05(b)(ii2.03(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 7.03), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within one Business Day after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (viiii) below).
(iii) Upon any Extraordinary Receipt received by or paid Each prepayment of Loans pursuant 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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower 2.03(b) shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof be (A) accompanied by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower prior written notice to the Administrative Agent on or of the same, provided by 11 a.m. one Business Day prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments)prepayment, and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately (B) applied to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be applied to the Loans of the Loans as set forth Lenders in this Section 2.05(b)(v)accordance with their respective Applicable Percentages.
Appears in 1 contract
Mandatory. (i) If Borrower the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition of any property permitted by referred to in Section 7.05(b7.08(c), (c), (d), (e) or (g)B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay (or, in the case of the Incremental Term Facility, if any, offer to purchase at par), immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds 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 clauses (vi) and (ix) below), exceeds $75,000,000; 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 Borrower (as notified by the 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, the Borrower Company or such Restricted Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 365 days after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (as certified by the Borrower Company in writing to the Administrative Agent); and provided furtherprovided, 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)(ii2.04(b)(i).
(ii) Upon the incurrence or issuance by the Borrower Company or any of its the Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.15), 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 Company or such Subsidiary 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 prepayments prepayment is to be applied as 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) belowof this Section 2.04(b).
(iiiiv) Upon 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 Extraordinary Receipt received by reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swingline Loans or paid L/C Borrowings or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to or for the account such excess.
(vi) Prepayments of the Borrower or any Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swingline Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of its Subsidiaries, and not otherwise included in prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.05(b2.04(b), the amount remaining, if any, after the prepayment in full of all L/C 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 Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the 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 aggregate principal amount in excess of $3,000,000 during offer to purchase at par the term of this Agreementoutstanding 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 prepay an aggregate principal 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 equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower 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 notified by of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent on or prior 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 date scheduled installments of receipt principal of such insurance proceeds, condemnation awards or indemnity paymentsthe Incremental Term Loans as specified by the Incremental Term Supplement), and so long as no Default shall (ii) in an amount equal to that portion of the Waivable Prepayment that otherwise would have occurred been payable to those Incremental 56 Term Lenders that have elected to exercise such option, to prepay the Term A Loans and be continuingRevolving Credit Loans, 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 prepayment shall be immediately further applied to the prepayment scheduled installments of principal of the Term A Loans as set forth and Revolving Credit Loans in this accordance with Section 2.05(b)(v2.04(b)(iv).
Appears in 1 contract
Sources: Credit Agreement (AMC Networks Inc.)
Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b7.05(a), (b), (c), (d), (e), (f), (h), (i), (j), (k), (l), 7.05(m), 7.05(n) or (g7.05(p)) or any Casualty Event occurs, which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term 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 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 Loans and such Indebtedness then outstanding) promptly, but in any event within five Business Days, after actual receipt thereof by such Person (such prepayments to be applied as set forth in clause (iv) and subject to clauses (viv) and (ixvi) 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)actually received by or paid to or for the account of the Borrower or any of its Subsidiaries, at the election of the Borrower (as notified by the Borrower 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, the Borrower or such Subsidiary (x) may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during assets that are used or useful in the term business of this Agreement in operating assets the Borrower and its Subsidiaries so long as, in each case, as within 180 days 12 months after the actual 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 actual receipt of such Net Cash Proceeds and within 18 months after the actual receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the next 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 writing to accordance with the Administrative Agentimmediately preceding clause (x) or (y); and provided provided, further, however, that any Net Cash Proceeds not subject to such definitive agreement so applied in accordance with clause (x) or so reinvested (y) of the immediately preceding proviso shall be immediately promptly, but in any event within five Business Days after the end of the applicable reinvestment period, applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii2.05(b)(i).
(ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness x) not expressly permitted to be incurred or issued pursuant to Section 7.03)7.02 or (y) that constitutes Refinancing Commitments, Refinancing Loans or Refinancing Equivalent Debt, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon promptly, but in any event within five Business Days, after actual receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (viiv) below and subject to clause (v) below).
(iii) Upon Not later than ten Business Days after the date on which annual financial statements are required to be delivered pursuant to Section 6.01(a) with respect to each Excess Cash Flow Period, the Borrower shall calculate the Excess Cash Flow of the Borrower and its Subsidiaries for such Excess Cash Flow Period and the Borrower shall apply an amount to prepay Term B Loans equal to (A) the Required ECF Percentage of such Excess Cash Flow minus (B) in each case, without duplication of any Extraordinary Receipt received amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such Excess Cash Flow Period and to the extent not financed using the proceeds of funded Indebtedness (other than revolving indebtedness), the sum of (1) the amount of any voluntary payments of Term Loans and amounts used to repurchase outstanding principal of Term Loans during such Excess Cash Flow Period pursuant to Section 2.05(a)(i) or 10.06(h) (it being understood that the amount of any such payments pursuant to Section 10.06(h) shall be deemed to equal the amount of cash used to purchase Term Loans pursuant to Section 10.06(h)), plus (2) the amount of any voluntary payments of Revolving Credit Loans during such Excess Cash Flow Period to the extent the Revolving Credit Commitments are terminated or permanently reduced pursuant to Section 2.06 by the amount of such payments, plus (3) the amount used to fund voluntary prepayments, voluntary repurchases or voluntary redemptions during such Excess Cash Flow Period of any other Indebtedness that is secured on a pari passu basis with the Obligations under this Agreement (other than Indebtedness under any revolving credit facility except to the extent there is a corresponding termination or permanent reduction in the commitments thereunder), plus (4) the amount of Capital Expenditures made in cash by the Borrower and its Subsidiaries during such Excess Cash Flow Period, plus (5) the aggregate amount of cash consideration paid to by the Borrower and its Subsidiaries during such Excess Cash Flow Period in connection with Investments made in compliance with Section 7.03 (other than (x) Investments in cash or for the account of Cash Equivalents or (y) Investments in the Borrower or any Subsidiary) plus (6) the aggregate amount of its SubsidiariesRestricted Payments made by the Borrower and the Subsidiaries in cash in compliance with Section 7.06 during such Excess Cash Flow Period (other than Restricted Payments made to the Borrower or any Subsidiary). Such calculation will be set forth in a certificate signed by a Responsible Officer of the Borrower delivered to the Administrative Agent setting forth the amount, if any, of Excess Cash Flow for such fiscal year, the amount of any required prepayment in respect thereof and not otherwise included the calculation thereof in reasonable detail.
(iv) Each prepayment of Term Loans pursuant to Sections 2.05(b)(i) or 2.05(b)(ii) shall be applied ratably to the Term B Loans then outstanding. Each prepayment of (x) any Term Loans pursuant to Sections 2.05(b)(i) or 2.05(b)(ii) or (y) any Term B Loans pursuant to Section 2.05(b)(iii), shall be applied in each case to the principal repayment installments thereof as directed by the Borrower.
(v) Notwithstanding any of the other provisions of clause (i), (ii) or (iiiii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default under Section 8.01(a) or 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), (ii) or (iii) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds, Excess Cash Flow or other amounts otherwise required by such clause to be applied to prepay Term B 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, Excess Cash Flow or other amounts otherwise required under clause (i), (ii) or (iii) of this Section 2.05(b) to be applied to prepay Term B Loans exceeds $1,000,000, in which case the prepayment amount shall be such Subsidiary excess over $1,000,000. During such deferral period the Borrower may apply within 180 days after the receipt all or any part of such cash proceeds aggregate amount to replace prepay Revolving Credit Loans and may, subject to the fulfillment (or repair waiver in accordance with Section 10.01) of the equipmentapplicable conditions set forth in Article IV, fixed assets reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds or real property Excess Cash Flow, shall be deemed to retain their original character as Net Cash Proceeds or Excess Cash Flow, as applicable, when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of a Default under Section 8.01(a) or 8.01(f), or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Term B Loans in respect the amount of which such cash proceeds were received; all Net Cash Proceeds, Excess Cash Flow and providedother amounts, further, howeveras applicable, that are required to be applied to prepay Term B Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) Notwithstanding any cash proceeds 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”), the Net Cash Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) or the Excess Cash Flow that is attributable to a Foreign Subsidiary are prohibited or delayed by applicable local Law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay Term B 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 or Excess Cash Flow, as applicable, is permitted under the applicable local Law, such repatriation will be promptly effected and an amount equal to such repatriated Net Cash Proceeds or Excess Cash Flow, as applicable, will be promptly (and in event not later than two (2) Business Days after such repatriation) applied shall be immediately applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Term B Loans as set forth in pursuant to this Section 2.05(b)(v2.05(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 or any Excess Cash Flow that is attributable to a Foreign Subsidiary would have a material adverse tax consequence with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow, as applicable, so affected may be retained by the applicable Foreign Subsidiary.
(vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, L/C Borrowings and Swing Line Loans and/or Cash Collateralize such L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(viii) Prepayments of the Revolving Credit Facility made pursuant to clause (vii) of this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. 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) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Second Amended and Restated Credit Agreement (Valvoline Inc)
Mandatory. (i) [Reserved].
(ii) If (x) the Borrower or any Restricted Subsidiary of its Subsidiaries the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(bSections 7.05 (a), (b), (c), (d), (e) or ), (g), (h), (i), (k), (l), (m), (o), (p), (q), (s)), or (y) any Casualty Event occurs, which results in the realization or receipt by such Person the Borrower or Restricted Subsidiary of Net Cash Proceeds, 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 cause to be applied as set forth offered to be prepaid in clauses accordance with clause (vi) and (ixb)(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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 days which is ten (10) Business 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); 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 date of the Loans as set forth in this Section 2.05(b)(ii).
(ii) Upon the incurrence realization or issuance receipt by the Borrower or any Restricted Subsidiary of its Subsidiaries of any Indebtedness such Net Proceeds, subject to clause (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03)b)(xi) below, the Borrower shall prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by received; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Subsidiary Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such prepayments Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net 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); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans 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)(ii) shall be reduced accordingly and (B) to the 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 as set forth to prepay the Term Loans in clause (vi) below)accordance with the terms hereof.
(iii) Upon any Extraordinary Receipt received by or paid to or for the account of [Reserved.]
(iv) If the Borrower or any of its Subsidiaries, and Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not otherwise included in clause prohibited under Section 7.03 (i) or (ii) of this excluding Section 2.05(b7.03(t), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement), the Borrower shall prepay cause to be offered to be prepaid in accordance with clause (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of which is five (5) Business Days after the receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, by the Borrower or such Restricted Subsidiary may apply within 180 days of such Net Proceeds.
(v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the receipt prepayment in full of the Revolving Credit Loans and Swing Line Loans such cash proceeds aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
(vi) Except with respect to replace Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or repair the equipmentany Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), fixed assets or real property in respect (A) each prepayment of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied Term Loans pursuant to this Section 2.05(b) shall be immediately applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) 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.
(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of the Term Loans as set forth in required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b)(v)2.05(b) at least four (4) 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 amount of such prepayment. 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.
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 Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e) or (g)) which results in the realization by such Person of Net Cash Proceeds, prepay the Borrower 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 clauses (vi) and (ix) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 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 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 of the Loans Advances as set forth in this Section 2.05(b)(ii).
(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 7.03), 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 (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below2.08(b); provided, however, that with respect (A) the Borrower shall deliver irrevocable written notice to the Administrative Agent of any such prepayment at least five (5) Business Days prior to any proceeds of insurance, condemnation awards such prepayment; (or payments in lieu thereofB) or indemnity payments, at the election each prepayment of the Borrower (Advances made in accordance with this Section 2.08(b)(i) shall be applied in inverse order of maturity ratably to the remaining scheduled installments of principal, in each case as notified set forth in such irrevocable written notice of delivered by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), in accordance with this Section 2.08(b) and so long as no Default shall have occurred and be continuing, (C) the Borrower or such Subsidiary may apply within 180 days after shall be obligated to reimburse the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property Lenders in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied thereof pursuant to the prepayment of the Loans as set forth in this Section 2.05(b)(v8.04(d).
Appears in 1 contract
Mandatory. (i) If Borrower the Administrative Agent notifies the Borrowers at any time that the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two (2) Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Borrowers shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to the amount by which the Total Outstandings exceed the Aggregate Commitments; provided, however, that, subject to the provisions of Section 2.16(a), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations.
(ii) If the Company or any of its Subsidiaries Disposes of any property (other than including any Disposition of Equity Interest in any property Person) in accordance with and permitted by Section 7.05(b), (c7.02(b), (d), (e) or (g)f) which results in the realization by such Person of Net Cash Proceeds (including, for the avoidance of doubt, any Net Cash Proceeds realized from the Technology Disposition but excluding any Excluded Disposal Proceeds), the Borrower Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(v) 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)(v) below)..
(iii) 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 Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(v) 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)(v) below).
(iv) 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 Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(v) 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)(v) below).
(v) Any Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as the case may be, that are or may be required to be applied in prepayment of the Loans and other Indebtedness pursuant to clauses (b)(ii), (b)(iii) and (b)(iv) above and clause (b)(vi) below shall be deposited immediately upon receipt in a blocked account opened with the Collateral Agent (provided that no such requirement shall apply unless such Net Cash Proceeds and/or Net Insurance/Condemnation Proceeds, when aggregated with all other such Net Cash Proceeds and/or Net Insurance/Condemnation Proceeds that are or may be required to be applied in prepayment, exceed $250,000, in which case all such proceeds shall be deposited in a blocked account) and applied, within three (3) Business Days of receipt (or such later date with respect to the prepayment of the NPA Notes as set forth in the Note Purchase Agreements), in each case, to prepay and, as applicable, cash collateralize on a pro rata basis based on the Applicable Balances (a) Loans and Letters of Credit outstanding hereunder, (b) Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement, (c) Indebtedness and letters of credit outstanding under the Existing 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 and Letters of Credit outstanding under this Agreement, Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement and Indebtedness and letters of credit outstanding under the Existing 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 this Agreement or to lenders under the Existing Revolving Credit Agreement which exceeds the Applicable Outstandings under this Agreement or the Applicable Outstandings under and as defined in the Existing Revolving Credit Agreement, as applicable and 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”.
(vi) If the Company or any of its Subsidiaries receives any Net Insurance/Condemnation Proceeds (other than Excluded Insurance/Condemnation Proceeds), the Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness equal to 100% of such Net Insurance/Condemnation Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) made 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); 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)(ii).
(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 7.03), 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 (vib)(v) belowabove).
(iii) Upon ; provided that, if, prior to the date any Extraordinary Receipt received by such prepayment is required to be made, the Company notifies the Administrative Agent of its intention to reinvest all or paid to or for the account any portion of the Borrower 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 SubsidiariesSubsidiaries up to a maximum of $25,000,000 in respect of each individual event or claim giving rise to Net Insurance/Condemnation Proceeds (such Net Insurance/Condemnation Proceeds or portion thereof, the “Eligible Reinvestment Proceeds”), then so long as (a) no Default or Event of Default has occurred and is continuing and (b) such Eligible Reinvestment Proceeds are held in a blocked account opened with the Collateral Agent until such time as they are reinvested, the Borrowers shall not otherwise included in be required to make a mandatory prepayment under this clause (ib)(vi) in respect of such Eligible Reinvestment Proceeds to the extent such Eligible Reinvestment Proceeds are so reinvested within 180 days following receipt thereof, or (ii) if the Company or any of this Section 2.05(b)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, in an aggregate principal amount in excess if any Eligible Reinvestment Proceeds have not been so reinvested prior to the expiration of $3,000,000 during the term of this Agreementapplicable period, the Borrower Borrowers shall promptly prepay an aggregate the outstanding principal amount of the Loans equal to 100% of all such Net Cash and other Indebtedness with the Eligible Reinvestment Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied not so reinvested as set forth in clauses clause (vib)(v) and above (ixwithout regard to the immediately preceding proviso). The Collateral Agent shall promptly release any such Eligible Reinvestment Proceeds on deposit in such blocked account upon request by the Company for the purpose of making such reinvestments as contemplated herein; provided that any such request by the Company is accompanied by a certificate, signed by a Responsible Officer, describing, in reasonable detail, the proposed use of such Eligible Reinvestment Proceeds.
(vii) below); providedAny proceeds, howeverNet Cash Proceeds or Net Insurance/Condemnation Proceeds, that with respect as the case may be, available for prepayment and/or as Cash Collateral under this Agreement pursuant to clause (b)(v) above shall first be applied in prepayment of outstanding Loans hereunder and, to the extent the amount of such proceeds, Net Cash Proceeds or Net Insurance/Condemnation Proceeds exceeds the total outstanding principal amount of such Loans, the Borrowers shall use such remaining cash to collateralize any proceeds of insurance, condemnation awards outstanding L/C Obligations as provided in Section 2.16. Any such Cash Collateral shall be provided to the L/C Issuers on a pro rata basis by reference to the uncollateralized L/C Obligations held by each such L/C Issuer.
(or payments in lieu thereofviii) or indemnity payments, at the election Upon consummation of the Borrower Hydra Transaction, (as notified by A) the Borrower to unpaid principal amount of all outstanding Loans, all interest and other amounts owing or payable under the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments)Loan Documents and all other Obligations (other than contingent indemnification obligations for which no claim has been made) shall automatically become due and payable, and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied repaid in full in cash, (B) the commitment of each Lender to the prepayment make Loans and any obligation of the Loans as set forth in this Section 2.05(b)(v)L/C Issuers to make L/C Credit Extensions shall be automatically terminated, and (C) the Company shall immediately Cash Collateralize outstanding L/C Obligations.
Appears in 1 contract
Mandatory. (i) If the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e) or (g)) which results in the realization by such Person of receives Net Cash ProceedsProceeds in excess of $5,000,000 from any Asset Disposition or any Recovery Event (or series of related Asset Dispositions or Recovery Events), the Borrower shall shall, subject to clause (iii) below, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon within one (1) Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clauses (viiii) and (ixvii) below); provided, however, that, that with respect to any Net Cash Proceeds realized under a received from an Asset Disposition or Recovery Event 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)Borrower, and so long as no Default shall have occurred and be continuing, the Borrower or the applicable Restricted Subsidiary (or any combination of the foregoing) may reinvest all or any portion of such Net Cash Proceeds if such reinvestment complies with the following requirements: (w) the Borrower shall deliver to the Administrative Agent on or prior to the date of its receipt of Net Cash Proceeds from such Disposition a certificate of a Responsible Officer to the effect that the Borrower and/or any such Restricted Subsidiary may retain and intends to reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not accordance with this Section 2.05(b), (x) the Borrower or the applicable Restricted Subsidiary (or any combination of the foregoing) shall reinvest such Net Cash Proceeds to exceed $3,000,000 during the term of this Agreement in acquire operating assets so long as(including the construction of any such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing any such assets) or to improve, enlarge, develop, re-construct or repair the affected asset, or any combination of the foregoing, in each case, so long as within 180 365 days after the receipt of such Net Cash Proceeds, such purchase acquisition, construction, improvement or other reinvestment action shall have been consummated (as certified by consummated; provided, however, that in the case of any Asset Disposition of, or Recovery Event with respect to, any Collateral, in the event the Borrower or such Restricted Subsidiary chooses to reinvest such Net Cash Proceeds, the Borrower or such Restricted Subsidiary, as applicable, shall reinvest such Net Cash Proceeds in writing assets of the type described in clause (x) above (including the construction of such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing such assets) which will constitute Collateral and take all actions required by Section 6.13 with respect thereto (provided that any Equity Interests purchased with Net Cash Proceeds of Collateral pursuant to this Section 2.05(b) shall be issued by a Person organized under the Administrative Agentlaws of any political subdivision of the United States); 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)(ii). Pending the application of any such Net Cash Proceeds, the Borrower may reduce outstanding Indebtedness under the Revolving Credit Loans or invest such Net Cash Proceeds in Cash Equivalents in which the Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest, subject only to Permitted Collateral Liens. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.05. Notwithstanding anything contained herein to the contrary, so long as no Default under Section 8.01(a) or 8.01(f) or Event of Default shall have occurred and be continuing on the date of receipt of such proceeds, any Net Cash Proceeds received as a result of the Disposition of the Caesar, the Express or the Ingleside, Texas spoolbase located at 2▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (and ancillary equipment with respect thereto) shall not be required to be reinvested or applied as a prepayment as provided above, but may be used by the Loan Parties for general corporate purposes not in violation of any Law or breach of any Loan Document; if a Default under Section 8.01(a) or 8.01(f) or Event of Default shall have occurred and be continuing on the date of receipt of such proceeds, the Borrower must prepay an aggregate principal amount equal to 100% of such Net Cash Proceeds within one (1) Business Day of receipt thereof, to be applied pursuant to clauses (iii) and (vi) below. With respect to any Asset Disposition or Recovery Event which will result in Net Cash Proceeds in excess of $25,000,000, the Borrower shall notify the Administrative Agent thereof on or prior to the date of the applicable Asset Disposition or promptly following the date that the Borrower has actual knowledge that a Recovery Event has occurred.
(ii) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than excluding any Indebtedness expressly permitted to be incurred or issued pursuant to in accordance with Section 7.037.03(a) through (f) and (h) through (k)), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon on the next Business Day following receipt thereof by the Borrower or such any Restricted Subsidiary (such prepayments to be applied as set forth in clause clauses (iii) and (vi) below).
(iii) Upon . The provisions of this Section do not constitute a consent to the issuance or incurrence of any Extraordinary Receipt received Indebtedness by or paid to or for the account of the Borrower or any of its Subsidiaries, and Restricted Subsidiaries not otherwise included permitted hereunder.
(iii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, ratably to the Term 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).
(iv) Notwithstanding any of the other provisions of clause (i), (ii) or (iii) 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), (ii) or (iii) 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 $5,000,000, the Borrower may defer such prepayment until the first date thereafter on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i), (ii) or (iii) of this Section 2.05(b) to be applied to prepay Loans exceeds $5,000,000. 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 (iv)) but which have not previously been so applied.
(v) If, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.05(b), the Borrower may, upon prior written notice to the Administrative Agent, elect to defer such all or any portion of such required prepayment until the end of an Interest Period provided that (A) all of the applicable Net Cash Proceeds not previously applied to prepay the Loans shall be deposited in a blocked deposit account at Bank of America on or before the Business Day following receipt of such proceeds and (B) such proceeds are applied to prepay the Loans at the end of such Interest Period. The Borrower hereby grants to the Administrative Agent, for the benefit of the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. During the continuance of a Default under Section 8.01(a) or Section 8.01(f), or an aggregate principal Event of Default during any such deferral period, the Administrative Agent may, and at the direction of the Required Banks shall, prepay the Loans in the amount in excess of $3,000,000 during all Net Cash Proceeds and proceeds thereof on deposit in, or credited to, such deposit account.
(vi) If for any reason the term of this AgreementTotal Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the 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 principal amount of Loans equal to 100% such excess.
(vii) 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, Swing Line Loans and Revolving Credit Loans outstanding at such Net time and the Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election Collateralization of the Borrower (as notified remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to 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, from the Borrower or such Subsidiary may apply within 180 days after any other Loan Party) to reimburse the receipt of such cash proceeds to replace applicable L/C Issuer or repair the equipmentRevolving Credit Lenders, 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)(v)applicable.
Appears in 1 contract
Sources: Credit Agreement (Helix Energy Solutions Group Inc)
Mandatory. (i) If Borrower the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e) or (g)B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Borrower Company shall prepay 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 to be applied as set forth in clauses (vi) and (ix) below)Proceeds; provided, however, 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 Borrower Company (as notified by the Borrower Company 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, the Borrower Company or such Restricted Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 365 days after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (as certified by the Borrower 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 of the Loans as set forth in this Section 2.05(b)(ii2.04(b)(i).
(ii) Upon the incurrence or issuance by the Borrower Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.12), the Borrower Company shall prepay an aggregate principal amount of Loans equal to 100% of 45 all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower Company or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below)Restricted Subsidiary.
(iii) Upon the incurrence or issuance by Holdings of any Extraordinary Receipt received by Indebtedness (other than any Indebtedness expressly permitted to be incurred or paid issued pursuant to or for Section 7.12), Holdings shall deliver to the account of the Borrower or any of its SubsidiariesCompany, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower Company shall prepay an aggregate principal amount of Loans equal to 100to, 50% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary Holdings.
(such prepayments iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) shall be applied as applied, first, ratably 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 clauses clause (vi) of this Section 2.04(b).
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans, the Swing Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (ixother than the L/C Borrowings) belowin an aggregate amount equal to such excess.
(vi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swing 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; providedand, howeverin the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereofii) or indemnity payments(iii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Loans and Revolving Credit Loans outstanding at such time and the election Cash Collateralization of the Borrower (as notified remaining L/C Obligations in full, may be retained by the Borrower to Company for use in the Administrative Agent on or prior to ordinary course of its business. Upon the date drawing of receipt any Letter of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuingCredit that has been Cash Collateralized, 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 funds held as Cash Collateral shall be immediately applied (without any further action by or notice to or from the prepayment of Company or any other Loan Party) to reimburse the Loans L/C Issuer or the Revolving Credit Lenders, as set forth in this Section 2.05(b)(v)applicable.
Appears in 1 contract
Sources: Credit Agreement (CSC Holdings Inc)
Mandatory. (i) If Borrower the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition of any property permitted by referred to in Section 7.05(b7.08(c), (c), (d), (e) or (g)B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay (or, in the case of the Incremental Term Facility, if any, offer to purchase at par), immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds 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 clauses (vi) and (ix) below), exceeds $75,000,000; 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 Borrower (as notified by the 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, the Borrower Company or such Restricted Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 365 days after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (as certified by the Borrower Company in writing to the Administrative Agent); and provided furtherprovided, 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)(ii2.04(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 7.03), 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 (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default 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)(v).
Appears in 1 contract
Sources: Credit Agreement (AMC Networks Inc.)
Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b7.05(a), (b), (c), (d), (e) or (gf)) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 360 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); 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)(ii2.05(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 7.037.02 ), 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 clause clauses (viiv) and (vii) 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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (viiv) and (ixvii) 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 within 180 360 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property 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)(v2.05(b)(iii).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied to the Facility in the manner set forth in clause (vii) of this Section 2.05(b).
(v) [Reserved].
(vi) If for any reason the Total Outstandings at any time exceed the Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the 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 (with no corresponding reduction of the Commitments); and, in the case of prepayments of the 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, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If Borrower the Company or any of its Subsidiaries Disposes of any property (other than including any Disposition of Equity Interest in any property Person) in accordance with and permitted by Section 7.05(b), (c7.02(b), (d), (e) or (g)f) which results in the realization by such Person of Net Cash Proceeds (including, for the avoidance of doubt, any Net Cash Proceeds realized from the Technology Disposition but excluding any Excluded Disposal Proceeds), the 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, that are or 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 (provided that no such requirement shall apply unless such Net Cash Proceeds and/or Net Insurance/Condemnation Proceeds, when aggregated with all other such Net Cash Proceeds and/or Net Insurance/Condemnation Proceeds that are or may be required to be applied in prepayment, exceed $250,000, in which case all such proceeds shall be deposited in a blocked account) and applied within three (3) Business Days of receipt (or such later date with respect to the prepayment of the NPA Notes as set forth in the Note Purchase Agreements), in each case, to prepay or cash collateralize on a pro rata basis based on the Applicable Balances (a) Loans outstanding hereunder, (b) Indebtedness and letters of credit outstanding under the Existing 2013 Revolving Credit Agreement, (c) Indebtedness and letters of credit outstanding under the Existing 2015 Revolving Credit Agreement, and (d) certain outstanding amounts owing under the NPA Notes, it being agreed and understood that (x) any portion of such proceeds offered to, but declined by, the holders of the NPA Notes (after giving effect to all offers of such proceeds to the other holders of the NPA Notes) shall be used to prepay and, as applicable, cash collateralize Loans under this Agreement, Indebtedness and letters of credit outstanding under the Existing 2013 Revolving Loan Credit Agreement and Indebtedness and letters of credit outstanding under the Existing 2015 Revolving Credit Agreement on a pro rata basis based on the Applicable Balances thereof and (y) any portion of such proceeds allocated to lenders under the Existing 2013 Revolving Credit Agreement or to lenders under the Existing 2015 Revolving Credit Agreement which exceeds the Applicable Outstandings (under and as defined in the Existing 2013 Revolving Credit Agreement and the Existing 2015 Revolving Credit Agreement, respectively) as of the Relevant Completion Date, shall be used to prepay Indebtedness outstanding under the other Transaction Facilities on a pro rata basis based on the Applicable Balances thereof. The portion of any such Net Cash Proceeds allocated to a mandatory offer of prepayment to the holders of the NPA Notes and held in such blocked account with the Collateral Agent pending any such prepayment of the NPA Notes is referred to herein as the “Prepayment Proceeds (NPA Notes) Cash”.
(v) If the Company or any of its Subsidiaries receives any Net Insurance/Condemnation Proceeds (other than Excluded Insurance/Condemnation Proceeds), the Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness equal to 100% of such Net Insurance/Condemnation Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) made 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); 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)(ii).
(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 7.03), 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 (vib)(iv) belowabove).
(iii) Upon ; provided that, if, prior to the date any Extraordinary Receipt received by such prepayment is required to be made, the Company notifies the Administrative Agent of its intention to reinvest all or paid to or for the account any portion of the Borrower 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 SubsidiariesSubsidiaries up to a maximum of $25,000,000 in respect of each individual event or claim giving rise to Net Insurance/Condemnation Proceeds (such Net Insurance/Condemnation Proceeds or portion thereof, the “Eligible Reinvestment Proceeds”), then so long as (a) no Default or Event of Default has occurred and is continuing and (b) such Eligible Reinvestment Proceeds are held in a blocked account opened with the Collateral Agent until such time as they are reinvested, the Borrowers shall not otherwise included in be required to make a mandatory prepayment under this clause (ib)(v) in respect of such Eligible Reinvestment Proceeds to the extent such Eligible Reinvestment Proceeds are so reinvested within 180 days following receipt thereof, or (ii) if the Company or any of this Section 2.05(b)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, in an aggregate principal amount in excess if any Eligible Reinvestment Proceeds have not been so reinvested prior to the expiration of $3,000,000 during the term of this Agreementapplicable period, the Borrower Borrowers shall promptly prepay an aggregate the outstanding principal amount of the Loans equal to 100% of all such Net Cash and other Indebtedness with the Eligible Reinvestment Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied not so reinvested as set forth in clauses clause (b)(v) above (without regard to the immediately preceding proviso). The Collateral Agent shall promptly release any such Eligible Reinvestment Proceeds on deposit in such blocked account upon request by the Company for the purpose of making such reinvestments as contemplated herein; provided that any such request by the Company is accompanied by a certificate, signed by a Responsible Officer, describing, in reasonable detail, the proposed use of such Eligible Reinvestment Proceeds.
(vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election Upon consummation of the Borrower Hydra Transaction, (as notified by A) the Borrower to unpaid principal amount of all outstanding Loans, all interest and other amounts owing or payable under the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments)Loan Documents and all other Obligations (other than contingent indemnification obligations for which no claim has been made) shall automatically become due and payable, and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied repaid in full in cash and (B) the commitment of each Lender to the prepayment of the make Loans as set forth in this Section 2.05(b)(v)shall be automatically terminated.
Appears in 1 contract
Mandatory. (i) If Borrower Upon any sale, transfer or other disposition of any Assets by AYE, its Regulated Subsidiaries or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b)Buffalo Creek SPV, (c), (d), (e) or (g)) which results in the realization by such Person of Net Cash Proceeds, the Borrower AYE shall prepay an aggregate principal amount of Loans the Advances equal to 10075% of such the Net Cash Proceeds immediately received therefrom promptly upon receipt thereof by AYE, such Person Regulated Subsidiary or Buffalo Creek SPV, as applicable; provided that the foregoing shall not apply to (i) any sale, lease, transfer or other disposition of any Asset of AYE, any Regulated Subsidiary or Buffalo Creek SPV, as applicable, permitted under Sections 5.02(e)(i) through 5.02(e)(v), 5.02(e)(vii), 5.02(e)(viii) or 5.02(e)(xii), (ii) any issuance of any Equity Interest (including any capital contribution) by (A) AYE or any of its Regulated Subsidiaries or (B) any Buffalo Creek SPV to any direct or indirect wholly owned Subsidiary of AYE, and in the case of clauses (A) and (B) above, as permitted under Section 5.02(e)(x) or 5.02(e)(xi), (iii) any sale, transfer or other disposition of Assets of less than $2,000,000 individually or $10,000,000 in the aggregate in any fiscal year or (iv) any lease or other disposition of Assets of a Buffalo Creek SPV pursuant to which (x) title to such prepayments Assets remains with AYE or a Buffalo Creek SPV which is a direct or indirect wholly owned Subsidiary of AYE or (y) royalty payments are received in connection with the Buffalo Reserve Project; provided further notwithstanding anything to the contrary in this clause (b), (x) AYE, its Regulated Subsidiaries and any Buffalo Creek SPV shall be entitled to retain the first $100,000,000 of Net Cash Proceeds from any other sale, transfer or other disposition in respect of any of the Assets of AYE, its Regulated Subsidiaries or any Buffalo Creek SPV received by AYE, its Regulated Subsidiaries and any Buffalo Creek SPV in the aggregate plus an amount equal to (A) the aggregate principal amount of the Term Facility optionally prepaid by AYE pursuant to Section 2.06(a) and (B) the aggregate amount of any optional prepayment of the Revolving Facility pursuant to Section 2.06(a) (if and to the extent the Revolving Commitments are terminated by AYE concurrently with such prepayment by AYE pursuant to Section 2.05(a)), in the case of clauses (A) and (B) above, so long as such prepayment was funded with the proceeds of any sale, transfer or other disposition of any Asset by AYE, any Regulated Subsidiary or any Buffalo Creek SPV not otherwise required to be applied as set forth to mandatorily prepay the Advances in clauses (viaccordance with this Section 2.06(b), and shall not be required to repay Term Advances, L/C Borrowings or Revolving Advances or Cash Collateralize L/C Obligations pursuant to this Section 2.06(b) with such proceeds and (ixy) below); providedAYE, however, that, with respect its Regulated Subsidiaries and Buffalo Creek SPVs shall be entitled to any retain the first $10,000,000 of Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)from any sale, at the election transfer or other disposition (other than any lease or other disposition of the Borrower Assets of a Buffalo Creek SPV pursuant to which (as notified by A) title to such Assets remains with AYE or a Buffalo Creek SPV which is a direct or indirect wholly owned Subsidiary of AYE or (B) royalty payments are received in connection with the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long asBuffalo Reserve Project, in each case, within 180 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); 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)(ii).
(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 7.03), 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 (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereofwhich no prepayment shall be required) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; the Buffalo Creek Project or Assets of any Buffalo Creek SPV received by AYE, its Regulated Subsidiaries and provided, further, however, that any cash proceeds not so applied Buffalo Creek SPVs in the aggregate. Prepayments pursuant to this Section 2.06(b) shall be immediately applied first, to repay Term Advances outstanding at such time until all such Term Advances are paid in full, second, to repay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid in full, third, to repay Revolving Advances outstanding at such time until all such Revolving Advances are paid in full, and fourth, to Cash Collateralize the L/C Obligations (the sum of such prepayment amounts, cancellation of Term Commitments and Cash Collateralization amounts being the Loans as set forth in this Section 2.05(b)(v"Reduction Amount").
Appears in 1 contract
Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b), 7.05(a) through (c), (d), (e) or (gf)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 10075% of such Net Cash Proceeds immediately upon within one (1) Business Day after receipt thereof by such Person (such prepayments to be applied as set forth in clauses clause (vi) and (ixv) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 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, however, that if the Borrower shall notify the Administrative Agent on or prior to the date 180 days after receipt of such Net Cash Proceeds that the Borrower (directly or indirectly through one of its Subsidiaries) intends and provided expects to reinvest all or a specified portion of such Net Cash Proceeds in operating assets useful in its or one of its Subsidiaries’ businesses after such 180th day but within 360 days after receipt of such Net Cash Proceeds, then such period of time to consummate such purchase shall be extended to such 360th day; and provided, further, however, that any such Net Cash Proceeds not subject to such definitive agreement or so reinvested within any such designated time period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii2.05(b)(i).
(ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 50% of all Net Cash Proceeds received therefrom within one (1) Business Day after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided that for this clause (ii), no amounts received by the Borrower from (x) the issuance of stock to any employee stock purchase plan in effect on the date of this Agreement or (y) the exercise of stock options on the Borrower’s common stock, shall give rise to a mandatory prepayment obligation.
(iii) Upon the incurrence or issuance by the 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 Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within one (1) Business Day after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (viv) below).
(iiiiv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (i), (ii) or (iiiii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon within one (1) Business Day after receipt thereof by such Loan Party the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses clause (vi) and (ixv) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(v2.05(b)(iv).
(v) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied to the principal repayment installments thereof in inverse order of maturity.
(vi) Notwithstanding any of the other provisions of clause (i), (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), and no Event of Default, shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (ii), (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 $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), (ii), (iii) or (iv) of this Section 2.05(b) to be applied to prepay Term 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 any 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 Revolving Credit Facility at such time, the 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. 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.
Appears in 1 contract
Sources: Credit Agreement (Cnet Networks Inc)
Mandatory. (i) If Borrower after the Closing Date (x) the Parent or any of its Domestic Subsidiaries Disposes of any property (other than including any Disposition of any property permitted under Section 7.15 but excluding any Disposition of any property permitted by Section 7.05(a), 7.05(b), (c7.05(c), 7.05(d) (dbut only to the extent the applicable proceeds are applied as required by such 7.05(d)), 7.05(f), 7.05(g) (eto the extent constituting a Disposition to a Loan Party), 7.05(j), 7.05(k), 7.05(l) (to the extent permitted under clause (i) thereof), 7.05(m),7.05(o)or 7.05(p)) or (g)y) any Casualty Event occurs which results in the realization by such Person of Net Cash Proceeds, the Borrower Parent shall prepay on or prior to the date that is ten (10) Business Days after the date of realization or receipt of such Net Cash Proceeds, 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 clauses (vi) and (ix) below)Proceeds; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or Casualty Event described in this Section 2.05(b)(i), at the election of the Borrower Parent (as notified by the Borrower Parent to the Administrative Agent on or prior to within ten (10) Business Days after receipt of the date of such DispositionNet Cash Proceeds therefrom), and so long as no Default shall have occurred and be continuing, the Borrower Parent or such Domestic Subsidiary may retain and reinvest use all or any portion of such Net Cash Proceeds to (x) reinvest in an aggregate amount not assets (other than inventory and financial assets) to exceed $3,000,000 during be used in the term business of this Agreement in operating assets the Parent or any Domestic Subsidiary or (y) acquire the Equity Interests of any Person that, upon the acquisition thereof, will be a Domestic Subsidiary of the Parent (to the extent such acquisition is otherwise permitted pursuant to Section 7.03), so long as, in each case, as within 180 365 days after the receipt of such Net Cash Proceeds, Proceeds such purchase shall have been consummated (as certified by the Borrower Parent in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to so applied within such definitive agreement or so reinvested 365 day period after the receipt of such Net Cash Proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii)2.05(b)(i) and no prepayment shall be required with respect to any such Net Cash Proceeds so reinvested.
(ii) Upon the sale or issuance by the Parent or any of its Domestic Subsidiaries of any of its Equity Interests (other than (x) Excluded Issuances, (y) sales or issuances of Equity Interests to the Parent or another Domestic Subsidiary or (z) sales or issuances by the Parent of its Equity Interests (other than Disqualified Equity Interests) to the extent the net proceeds thereof are used by the later of (x) the date that is 5 Business Days after the closing of such sale or issuance or (y) the date of the closing of the announced transaction (to the extent such transaction has been announced) associated with such sale or issuance (which transaction shall be of the type described in the following clause (2)) to make (1) cash payments described in Section 7.06(b)(vi)) or (2) Investments permitted pursuant to Section 7.03(j), the Parent shall prepay an aggregate principal amount of Term A Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Parent or such Domestic Subsidiary.
(iii) Upon the incurrence or issuance by the Borrower Parent or any of its Domestic Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrower Parent 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 Parent or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below)Domestic Subsidiary.
(iiiiv) Upon any Extraordinary Receipt received Each prepayment of Term A Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be (x) applied to the principal repayment installments of the Term A Facility on a pro-rata basis or, if directed by or the Parent, first to the next four principal repayment installments thereof in forward order of maturity, and second, on a pro-rata basis to the remaining principal repayment installments thereof and (y) paid to or for the account Lenders in accordance with their respective Applicable Percentages in respect of the Borrower or Term A Facility.
(v) Notwithstanding any of its Subsidiaries, and not otherwise included in the other provisions of clause (i), (ii) or (iiiii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (ii) or (iii) of this Section 2.05(b), the Borrower 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 $5,000,000, the Parent may defer such Subsidiary prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i), (ii) or (iii) of this Section 2.05(b) to be applied to prepay Term A Loans exceeds $5,000,000. During such deferral period the Parent may apply within 180 days all or any part of such aggregate amount to prepay Revolving Credit Loans and the Co-Borrowers 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 and during the continuance of an Event of Default during any such deferral period, the Parent shall immediately prepay the Term A Loans in the amount of all Net Cash Proceeds received by the Parent (or its Domestic Subsidiary) 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.
(vi) The Parent shall notify the Administrative Agent in writing of any mandatory prepayment of Term A Loans required to be made pursuant to clauses (i) through (iii) of this Section 2.05(b), at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and the Co-Borrower making such prepayment and shall provide, a reasonably detailed calculation of the amount of the applicable Net Cash Proceeds or Excess Cash Flow, as the case may be. The Administrative Agent will promptly notify each Term A Lender of the contents of the Co-Borrowers’ prepayment notice and of such Term A Lender’s Applicable Percentage of the prepayment.
(vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Co-Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided that the Co-Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(vii) 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. If the Administrative Agent notifies the Parent at any time that the Total Multicurrency Revolving Credit Outstandings denominated in Alternative Currencies as of the applicable Revaluation Date exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such cash proceeds notice, the Co-Borrowers shall prepay Multicurrency Revolving Credit Loans in an aggregate amount sufficient to replace or repair reduce such Total Multicurrency Revolving Credit Outstandings denominated in Alternative Currencies as of such date of payment to an amount not to exceed 100% of the equipmentAlternative Currency Sublimit then in effect.
(viii) Prepayments of the Multicurrency Revolving Credit Facility made pursuant to this Section 2.05(b), fixed assets or real property in respect of which such cash proceeds were received; and providedfirst, further, however, that any cash proceeds not so applied shall be immediately applied ratably to the prepayment L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Multicurrency Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Co-Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of the Loans as set forth in US Dollar Revolving Credit Facility made pursuant to this Section 2.05(b)(v)2.05(b) shall be applied ratably to the outstanding US Dollar Revolving Credit Loans.
Appears in 1 contract
Mandatory. (i) [Reserved].
(ii) If Borrower following the Closing Date the Reporting Company or any of its Subsidiaries Disposes makes a Disposition of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (eSections 7.05(a)-7.05(m) or (gp) or (q)) which results in the realization by such Person of Net Cash Proceeds, the Borrower 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 clauses clause (vi) and (ixv) 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 Borrower Reporting Company (as notified by the Borrower 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, the Borrower Reporting Company or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term business of this Agreement in operating assets the Consolidated Group so long as, in each case, as within 180 365 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower 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 of the Loans as set forth in this Section 2.05(b)(ii).
(iiiii) Upon the incurrence or issuance by the Borrower 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 7.037.02), the Borrower 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 Borrower Reporting Company or such Subsidiary (such prepayments to be applied as set forth in clause (viv) below).
(iiiiv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower Reporting Company or any of its SubsidiariesSubsidiaries after the Closing Date, and not otherwise included in clause (iii) or (iiiii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower Reporting Company shall prepay an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party the Reporting Company or such Subsidiary (such prepayments to be applied as set forth in clauses clause (vi) and (ixv) 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 Reporting Company (as notified by the Borrower 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 Borrower Reporting Company or such Subsidiary may apply within 180 365 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)(v2.05(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 U.S. Revolving Credit Facility at such time, the 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 excess 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.
(ix) 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) to the extent provided herein.
Appears in 1 contract
Sources: Credit Agreement (Arris Group Inc)
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 the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b▇▇▇▇▇▇▇ ▇.▇▇(▇), (c▇), (d▇), (e▇), (▇), (▇), (▇), (▇), (▇), (▇) or (gm)) 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 immediately upon within three Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clauses clause (vi) and (ixv) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 days 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 Borrower in writing to the Administrative Agent); and , provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii2.03(b)(ii).
(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 7.037.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within three Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (viv) below).
(iiiiv) 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 (iii) or (iiiii) of this Section 2.05(b2.03(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon within three Business Days of receipt thereof by such Loan Party the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses clause (vi) and (ixv) 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 180 days 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 2.05(b)(v2.03(b)(iv).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.03(b) shall be applied ratably to the Facilities and to the next four (4) succeeding scheduled quarterly repayment installments thereof in direct order of maturity and then applied to prepay the remaining installments of principal on the Loans (including the final installment) on a pro rata basis.
Appears in 1 contract
Sources: Term B Loan Credit Agreement (Remy International, Inc.)
Mandatory. (i) [reserved].
(ii) If (1) the Lead Borrower or any Restricted Subsidiary of its Subsidiaries the Lead Borrower Disposes of any property or assets outside of the ordinary course of business (other than any Disposition of any property or assets permitted by Section 7.05(b7.05(a), (b), (c), (d), (e), (f), (g), (h), (i), (k), (l), (o), (p), (r) or (gs)) or (2) any Casualty Event occurs, which results in the realization or receipt by such Person the Lead Borrower or any Restricted Subsidiary of Net Cash Proceeds, the Borrower 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 clauses (vi) 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 Borrower (as notified by the Borrower to the Administrative Agent prepaid on or prior to the date which is five (5) Business Days after the date of such Disposition), and so long as no Default shall have occurred and be continuing, the realization or receipt by the Lead Borrower or such any Restricted Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); 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)(ii).
(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 7.03), the Borrower shall prepay an aggregate principal amount of Loans Term in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower realized or such Subsidiary (such prepayments to be applied as set forth in clause (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below)received; provided, however, that with respect to any proceeds of insuranceNet Proceeds received or realized from any Casualty Event, condemnation awards (or payments in lieu thereofthe Borrowers shall not be required to prepay the Term Loans pursuant to this Section 2.05(b)(ii) or indemnity payments, at with such Net Proceeds to the election of extent that the Lead Borrower (as notified by the Borrower shall have delivered to the Administrative Agent written notice (email being sufficient) on or prior to such prepayment date stating that such Net Proceeds (or a portion thereof) shall be reinvested in assets useful in the business of the Loan Parties (or any of their respective Subsidiaries) within one hundred eighty (180) days following the receipt of such Net Proceeds, and if at the end of such reinvestment period any such Net Proceeds have not been so reinvested, the Borrowers shall cause to be prepaid on or prior to the date of receipt which is five (5) Business Days after the expiration of such insurance proceeds, condemnation awards reinvestment period an aggregate principal amount of Term Loans (minus the amount of interest due and owing thereon) in an amount equal to 100% of such Net Proceeds that have not been so reinvested.
(iii) If either Borrower or indemnity paymentsany Restricted Subsidiary incurs or issues any other Indebtedness (other than Indebtedness not prohibited under Section 7.03), and so long as no Default the Borrowers shall have occurred and cause to be continuing, 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 such Net Proceeds are received by the Lead Borrower or such Subsidiary Restricted Subsidiary.
(iv) [Reserved].
(v) [Reserved].
(vi) Each prepayment of Term Loans pursuant to this Section 2.05(b) (A) shall be applied either (x) ratably to each Class of Term Loans then outstanding or (y) as requested by the Lead Borrower in the notice delivered pursuant to clause (vii) below, to any Class or Classes of Term Loans with a Maturity Date preceding the Maturity Date of the remaining Classes of Term Loans then outstanding, (B) shall be applied, with respect to future amortization applicable to each such Class for which prepayments will be made, in a manner determined at the discretion of the Lead Borrower in the applicable notice and, if not specified, in direct order of maturity to repayments thereof required pursuant to Section 2.07 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).
(vii) The Lead Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iii) of this Section 2.05(b) 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 calculation of the amount of such prepayment. 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 apply within 180 days reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (i), (ii) and (iii)(y) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Lead Borrower no later than 5:00 p.m. one Business Day after the date of such L▇▇▇▇▇’s receipt of notice from the Administrative Agent regarding such cash proceeds prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to replace be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or repair such Rejection Notice fails to specify the equipmentprincipal amount of the Term Loans to be rejected, fixed assets or real property in respect any such failure will be deemed an acceptance of which the total amount of such cash proceeds were received; and provided, further, however, that any cash proceeds mandatory prepayment of Term Loans. Any Declined Proceeds shall be offered to the Term Lenders not so applied declining such prepayment on a pro rata basis in accordance with the amounts of the Term Loans of such Lender (with such non-declining Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such non-declining Term Lenders elect to decline their Pro Rata Share of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be immediately applied to retained by the prepayment of Borrowers (such remaining Declined Proceeds, the Loans as set forth in this Section 2.05(b)(v“Borrower Retained Prepayment Amounts”).
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement (Trinseo PLC)
Mandatory. (i) If No later than 15 days after any other date on which the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted the Seller becomes aware or is informed by Section 7.05(b), (c), (d), (e) or (g)) which results in the realization by Administrative Agent that a Borrowing Base Deficit exists on such Person of Net Cash Proceedsdate, the Borrower shall either, in Borrower’s option, (A) prepay without premium or penalty (except as set forth in Section 8.1 below) the Obligations in an aggregate principal amount of Loans equal to 100% the Mandatory Payment Amount or (B) take such other corrective actions as may be necessary to cure the Borrowing Base Deficit.
(ii) If after the Closing Date the Borrower shall (x) issue any new equity securities or (y) incur or assume any Permitted Subordinated Debt at a time when an Early Amortization Event is continuing, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of the Borrower. Promptly upon receipt by the Borrower of Net Cash Proceeds of such issuance, incurrence or assumption (other than the Net Cash Proceeds from the incurrence of Permitted Subordinated Debt while an Early Amortization Event is not occurring, the proceeds of which the Borrower may put to any purpose, including, without limitation the payment of distributions, dividends, or payments to the Seller or any other Person) the Borrower shall prepay without premium or penalty (except as set forth in Section 8.1 below) the Obligations in the amount of such Net Cash Proceeds.
(iii) To the extent no Replacement Units are either (a) purchased with the Net Cash Proceeds immediately upon receipt thereof by such Person from the sale or other voluntary Disposition of any Unit or with the Event of Loss Proceeds from an Event of Loss during the 365 or 30 day period (such prepayments as applicable) provided for in Section 6.13(d), or (b) contractually committed to be applied purchased with the Net Cash Proceeds from the sale or other voluntary Disposition of any Unit or with the Event of Loss Proceeds from an Event of Loss during the 365 or 30 day period (as applicable) provided for in Section 6.13(d), the Borrower shall, immediately after such 365 or 30 day period, as applicable, prepay without premium or penalty (except as set forth in clauses (viSection 8.1 below) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described the Obligations 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), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 days after the receipt of such Net Cash Proceeds, such purchase Event of Loss Proceeds or excess proceeds, as applicable.
(iv) Each prepayment of Loans under this Section 2.6(b) shall have been consummated (as certified be made by the Borrower in writing payment of the principal amount to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested be prepaid (which shall be immediately applied to the prepayment of the outstanding Term Loans as set forth until paid in this Section 2.05(b)(ii).
(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 7.03), 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 (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vifull) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior accrued interest thereon 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, prepayment together with any amounts due 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 Lenders under Section 2.05(b)(v)8.1.
Appears in 1 contract
Sources: Credit Agreement (American Railcar Industries, Inc.)
Mandatory. (i) If Borrower any Loan Party or any of its Domestic Subsidiaries Disposes of any property (other than any Disposition of any property permitted by pursuant to Section 7.05(b), (c), (d), (e) or (g)7.05(l) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (viv) and (ixviii) 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 Borrower (as notified by the 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during assets used or useful in the term business of this Agreement in operating assets the Loan Parties so long as, in each case, as within 180 365 days 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 Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii2.05(b)(i).
(ii) [Intentionally Omitted].
(iii) Upon the incurrence or issuance by the Borrower Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), 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 Holdings or such Subsidiary (such prepayments to be applied as set forth in clause clauses (viv) and (viii) below).
(iiiiv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower any Loan Party or any of its Domestic Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (viv) and (ixviii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower such Loan Party or such Subsidiary may apply within 180 365 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 receivedreceived 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)(v2.05(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 Revolving Credit Facility at such time, in either such case, the 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.
(viii) 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, 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, 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 Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(ii) and Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the 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. (i) If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrowers shall immediately prepay 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 excess or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer.
(ii) Prepayments of the Revolving Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from 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 its Subsidiaries Disposes of any property the Borrower Group conveys, sells, leases (other than any Disposition of any property permitted by Section 7.05(bincluding via sublease), transfers or otherwise disposes of (c1)(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 (d)any such conveyance, sale, lease, transfer or other disposition described in clause (e1) or (g2), a “Specified Disposition”), then within ten (10) which results 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 realization by such Person case of Net Cash Proceedsa Specified Disposition described in clause (1) above, the Borrower Revolving Commitments shall prepay be permanently reduced in an aggregate principal amount of (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 Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Specified Disposition described in this Section 2.05(b)(i), at the election of the Borrower (as notified received by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); 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)(ii).
(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 7.03), 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 (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default 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)(v).Group and
Appears in 1 contract
Sources: Credit Agreement
Mandatory. (i) If Borrower any Loan Party or any of its Subsidiaries (other than an Excluded Subsidiary) Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b7.05(a), (b), (c), (d), (e) or (gd)) which results in the realization by such Person of Net Cash Proceeds, the Borrower 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 clauses (vi) and (ixx) 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 Borrower Company (as notified by the Borrower 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower 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 of the Loans as set forth in this Section 2.05(b)(ii2.05(b)(i).
(ii) Upon the incurrence sale or issuance by the Borrower any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly an Excluded Subsidiary) of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party or otherwise permitted to be incurred or issued pursuant to under Section 7.037.06(b), (d) and (e)), the Borrower 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 Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ixx) below).
(iii) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries (other than an Excluded Subsidiary) 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 such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (x) 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 Excluded Subsidiary), and not otherwise included in Sections 2.05(b)(i), (ii) or (iii), 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 (x) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower such Loan Party or such Subsidiary may apply within 180 270 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)(v2.05(b)(iv).
(v) Upon the failure of the Funding Release Date to occur on or prior to the Facility Termination Date, the Borrowers shall immediately prepay all of the Loans with proceeds on deposit in the Senior Loan Escrow Account in an aggregate principal amount equal to 100% of the proceeds on deposit in the Senior Loan Escrow Account (such prepayments to be applied as set forth in clause (vi) below).
(vi) Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(b) shall be applied first, to the Company Term Facility and/or the Amerigon Germany Term Facility, at the sole discretion of the Company, 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 Section 2.05(b)(ix) and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.
(vii) Upon the determination by the Company and the Administrative Agent, on or prior to the Funding Release Date, of the final amount of the consideration required to be paid to the Sellers in connection with the Acquisition, Amerigon Germany shall immediately prepay (or the Company shall prepay or cause to be prepaid on behalf of Amerigon Germany) with proceeds on deposit in the Senior Loan Escrow Account, an aggregate principal amount of Amerigon Germany Term Loans, equal to 100% of the difference between (A) the aggregate amount of proceeds of the Amerigon Germany Term Borrowing on deposit in the Senior Loan Escrow Account and (B) the final portion of the aggregate cash consideration of the Acquisition (the “Final Amerigon Germany Term Loan Amount”) to be provided by Amerigon Germany pursuant to the Acquisition Agreement to be paid in connection with the Acquisition, which prepayment of such excess shall be applied first to the Revolving Credit Facility in an amount not to exceed $9,010,524.16 and second, if any such excess remains, pro rata among the Amerigon Germany Term Facility to the principal repayment installments thereof in inverse order of maturity and the Revolving Credit Facility, in each case, prepayments of such excess shall be applied to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.
(viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(ix) 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, in the case of prepayments of the Revolving Credit Facility required pursuant to Section 2.05(b)(i), (ii), (iii) or (iv), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company 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 (Amerigon Inc)
Mandatory. (iA) If Borrower or any of its Subsidiaries Disposes Upon the occurrence of any property Casualty Events (other than any Disposition of any property permitted by Section 7.05(beach such Casualty Event, a “Relevant Transaction”), (c), (d), (e) or (g)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall (1) give written notice to the Lender thereof promptly after the date of receipt of any Net Cash Proceeds resulting from such Relevant Transaction and (2) except to the extent the Borrower elects in such notice (as determined by the Borrower in its sole discretion) to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.03(b)(i)(B), 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 Term
(such prepayments to be applied as set forth in clauses (viB) and (ix) below); provided, however, that, with With respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)or received with respect to any Relevant Transaction, at the election option of the Borrower (as notified by the 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 continuingBorrower, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds (i) in an aggregate amount assets that replace the assets subject to the Relevant Transaction, or (ii) in long-term assets that are not to exceed $3,000,000 during classified as current assets under GAAP and that are used or useful in the term business of this Agreement in operating assets so long as, in each case, the Borrower and its Subsidiaries within 180 one hundred thirty-five (135) days after the following receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided furtherprovided, however, that if any of such Net Cash Proceeds not subject are no longer intended to such definitive agreement or be so reinvested at any time after the occurrence of the Relevant Transaction, then an amount equal to any such Net Cash Proceeds shall be immediately promptly applied to the prepayment of the Term Loans as set forth in Section 2.03(b)(i)(A); provided, further, that, to the extent the assets subject to the Relevant Transaction were ▇▇▇▇▇▇ Priority Collateral, the Net Cash Proceeds thereof reinvested pursuant to this Section 2.05(b)(ii)clause (B) shall be invested in assets constituting Collateral that is ▇▇▇▇▇▇ Priority Collateral.
(ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries Subsidiary of any Indebtedness (other than Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrower shall prepay the Term Loans, in each case in 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 (vi) below)Subsidiary.
(iii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default 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)(v).
Appears in 1 contract
Mandatory. (i) If Borrower any Loan Party or any of its Subsidiaries (other than an Unrestricted MSB Subsidiary) Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e) or (g)8.05) which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $250,000 in the aggregate, 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 clauses clause (vi) and (ixv) 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 Borrower (as notified by the 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 90 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 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 of the Loans as set forth in this Section 2.05(b)(ii2.03(b)(i).
(ii) Upon the incurrence sale or issuance by the Borrower any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted an Unrestricted MSB Subsidiary) of any of its Equity Interests (other than any sales or issuances of Equity Interests to be incurred or issued pursuant to Section 7.03another 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 the Borrower such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (viv) below).
(iii) Upon the incurrence or issuance by any Extraordinary Receipt received by or paid to or for the account of the Borrower Loan Party or any of its Subsidiaries, and not otherwise included in clause Subsidiaries (i) or (iiother than an Unrestricted MSB Subsidiary) of this any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 2.05(b8.02), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses clause (viv) 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 (ixii), (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 Administrative Agent 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, the Borrower such Loan Party or such Subsidiary may apply within 180 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)(v2.03(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 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 Revolving Credit Commitment at such time, the Borrower shall immediately prepay Revolving Loans and/or cash collateralize any outstanding Letters of Credit (whether or not draw) in an aggregate amount equal to such excess.
(vii) If for any reason during the Availability Period the aggregate outstanding amount of all Acquisition Loans at any time exceed the Acquisition Facility Commitment at such time, the Borrower shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess.
Appears in 1 contract
Mandatory. (i) If Borrower the Administrative Agent notifies the Borrowers at any time that the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two (2) Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Borrowers shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to the amount by which the Total Outstandings exceed the Aggregate Commitments; provided, however, that, subject to the provisions of Section 2.16(a), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations.
(ii) If the Company or any of its Subsidiaries Disposes of any property (other than including any Disposition of Equity Interest in any property Person) in accordance with and permitted by Section 7.05(b), (c7.02(b), (d), (e) or (g)f) which results in the realization by such Person of Net Cash ProceedsProceeds (including, for the avoidance, 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) of the definition thereof), the Borrower Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(v) 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)(v) below)..
(iii) 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 Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(v) 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)(v) below).
(iv) 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 Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(v) 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)(v) below).
(v) 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)(ii), (b)(iii) and (b)(iv) above and clause (b)(vi) 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 and, as applicable, cash collateralize on a pro rata basis based on the Applicable Balances (a) Loans and Letters of Credit outstanding hereunder, (b) Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement, (c) Indebtedness and letters of credit outstanding under the Existing 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 and Letters of Credit outstanding under this Agreement, Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement and Indebtedness and letters of credit outstanding under the Existing 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 this Agreement or to lenders under the Existing Revolving Credit Agreement which exceeds the Applicable Outstandings under this Agreement or the Applicable Outstandings under and as defined in the Existing Revolving Credit Agreement, as applicable and 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”.
(vi) 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 applied as set forth in clauses (vi) made 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); 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)(ii).
(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 7.03), 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 (vib)(v) belowabove).
(iii) Upon ; provided that, if, prior to the date any Extraordinary Receipt received by such prepayment is required to be made, the Company notifies the Administrative Agent of its intention to reinvest all or paid to or for the account any portion of the Borrower 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 SubsidiariesSubsidiaries up to a maximum of $25,000,000 in respect of each individual event or claim giving rise to Net Insurance/Condemnation Proceeds (such Net Insurance/Condemnation Proceeds or portion thereof, the “Eligible Reinvestment Proceeds”), then so long as (a) no Default or Event of Default has occurred and is continuing and (b) such Eligible Reinvestment Proceeds are held in a blocked account opened with the Collateral Agent until such time as they are reinvested, the Borrowers shall not otherwise included in be required to make a mandatory prepayment under this clause (ib)(vi) in respect of such Eligible Reinvestment Proceeds to the extent such Eligible Reinvestment Proceeds are so reinvested within 180 days following receipt thereof, or (ii) if the Company or any of this Section 2.05(b)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, in an aggregate principal amount in excess if any Eligible Reinvestment Proceeds have not been so reinvested prior to the expiration of $3,000,000 during the term of this Agreementapplicable period, the Borrower Borrowers shall promptly prepay an aggregate the outstanding principal amount of the Loans equal to 100% of all such Net Cash and other Indebtedness with the Eligible Reinvestment Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied not so reinvested as set forth in clauses clause (vib)(v) and above (ix) belowwithout regard to the immediately preceding proviso); provided, however, that with respect to . The Collateral Agent shall promptly release any proceeds of insurance, condemnation awards (or payments such Eligible Reinvestment Proceeds on deposit in lieu thereof) or indemnity payments, at the election of the Borrower (as notified such blocked account upon request by the Borrower Company for the purpose of making such reinvestments as contemplated herein; provided that any such request by the Company is accompanied by a certificate, signed by a Responsible Officer, describing, in reasonable detail, the proposed use of such Eligible Reinvestment Proceeds.
(vii) Any proceeds, Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as the case may be, available for prepayment and/or as Cash Collateral under this Agreement pursuant to clause (b)(v) above shall first be applied in prepayment of outstanding Loans hereunder and, to the Administrative Agent on extent the amount of such proceeds, Net Cash Proceeds or prior Net Insurance/Condemnation Proceeds exceeds the total outstanding principal amount of such Loans, the Borrowers shall use such remaining cash to collateralize any outstanding L/C Obligations as provided in Section 2.16. Any such Cash Collateral shall be provided to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied L/C Issuers on a pro rata basis by reference to the prepayment of the Loans as set forth in this Section 2.05(b)(v)uncollateralized L/C Obligations held by each such L/C Issuer.
Appears in 1 contract
Sources: Revolving Credit Agreement (Chicago Bridge & Iron Co N V)
Mandatory. (i) If Borrower any Loan Party or any of its Subsidiaries (x) Disposes of any property (other than any in a Disposition of any property permitted by Section 7.05(b), (c), (d), (e) or (g)) constituting an Asset Sale which results in the realization by such Person of Net Cash ProceedsProceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Borrower 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 clauses clause (vi) and (ixii) 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 Borrower Company (as notified by the Borrower 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long asas within 270 days or, in each caseif the Consolidated Leverage Ratio is less than 3.50, within 180 days eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower Company in writing to the Administrative Agent); and provided furtherprovidedfurther, 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)(ii2.05(b)(i).
(ii) Upon If for any reason the incurrence or issuance by Total Outstandings at any time exceed the Borrower or any of its Subsidiaries of any Indebtedness 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 Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrower shall prepay L/C Borrowings) in 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 (vi) below)excess.
(iii) Upon any Extraordinary Receipt received by or paid Prepayments made pursuant 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), 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 an aggregate principal 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 in excess of $3,000,000 during the term of this Agreementbeing, collectively, the Borrower “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof be automatically and permanently reduced by such Loan Party or such Subsidiary (such prepayments to be applied the Reduction Amount as set forth in clauses (vi) and (ix) belowSection 2.06(b); provided, however, . Upon the drawing of any Letter of Credit 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 continuinghas been Cash Collateralized, 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 funds held as Cash Collateral shall be immediately applied (without any further action by or notice to or from the prepayment of Company or any other Loan Party) to reimburse the Loans L/C Issuer or the Lenders, as set forth in this Section 2.05(b)(v)applicable.
Appears in 1 contract
Mandatory. (i) If Borrower any Loan Party or any of its Subsidiaries Disposes disposes of any property (other than any in connection with an Asset Disposition of any property permitted by Section 7.05(b), (c), (d), (e) or (g)) which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $50,000,000 for such transaction (or series of related transactions), the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses clause (vi) and (ixiv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a an Asset Disposition 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 Asset Disposition), and so long as no Default shall have occurred and be continuing, the Borrower such Loan Party or such any Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets performing the same or a similar function or otherwise used in the business of such Loan Party or any Subsidiary so long as, in each case, as within 180 365 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); and provided further, however, that any Net Cash Proceeds not so reinvested (or subject to such a definitive agreement or so reinvested to be reinvested) shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii)2.05(b)(i) immediately upon the earlier of (x) the request of the Required Lenders following the occurrence of an Event of Default or (y) the expiration of such 365 day period.
(ii) [reserved];
(iii) Upon the incurrence or issuance by the Borrower any Loan Party or any of its Subsidiaries of any Indebtedness Debt (other than Indebtedness expressly Debt permitted to be incurred under Sections 7.01 (a) — (n)) resulting in receipt by such Loan Party or issued pursuant to Section 7.03Subsidiary, as applicable, of Net Cash Proceeds in excess of $5,000,000 for such incurrence or issuance (or series of related incurrences or issuances), the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses clause (iv) below).
(iv) All amounts required to be paid pursuant to Section 2.05(b)(i) and (iii) shall be applied pro rata to each Class of Term Loans (ratably to the remaining principal amortization payments of each such Loan).
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the 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.
(vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election Prepayments of the Borrower (as notified by the Borrower Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the Administrative Agent on or prior L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the date outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of receipt any Letter of such insurance proceedsCredit that has been Cash Collateralized, condemnation awards the funds held as Cash Collateral shall be applied (without any further action by or indemnity payments), and so long as no Default shall have occurred and be continuing, notice to or from the Borrower or such Subsidiary may apply within 180 days after any other Loan Party) to reimburse the receipt of such cash proceeds to replace L/C Issuer or repair the equipmentLenders, 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)(v)applicable.
Appears in 1 contract
Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b7.05 (a), (b), (c), (d), (e) or (gh)) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (ixv) below), without a corresponding permanent reduction in Commitments; 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets or to make any Permitted Acquisition so long as, in each case, as within 180 270 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); 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)(ii)2.05(b)(i) at the end of such 270 day period.
(ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any senior secured Indebtedness (other than senior secured Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02 or the creation of any Permitted Securitization Program with a principal balance in excess of $25,000,000), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom (in the case of a Permitted Securitization Program, only to the amount in excess of $25,000,000) immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (viv) below), with a corresponding permanent reduction in Commitments.
(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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses clause (vi) and (ixv) below), without a corresponding permanent reduction in Commitments; 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 cash proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 270 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, reinvest in other operating assets or make any Permitted Acquisition; 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)(iii) at the end of such 270 day period.
(iv) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations 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 Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(g)(ii), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(v) Prepayments of the 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 (ii) above, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the 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, Swing Line Loans and Revolving Credit Loans outstanding at such time and, in the case of clause (ii) above, the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held in the Cash Collateral Account 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 Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Patriot Coal CORP)
Mandatory. (i) If Upon the Disposition by the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e) or (gf)) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses clause (vi) and (ixvii) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 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); 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)(ii2.05(b)(i).
(ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than Excluded Issuances and any sales or issuances of Equity Interests to another Loan Party) and so long as the Consolidated Leverage Ratio of the Borrower and its Subsidiaries is 2.50 to 1.00 or greater as of the fiscal quarter most recently ended prior to the receipt of such Net Cash Proceeds from the issuance of such 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 clause (vii) 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 7.037.02), 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 clause (vivii) 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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default 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)(v).
Appears in 1 contract
Mandatory. (i) If Borrower any Loan Party or any of its Domestic Subsidiaries Disposes of any property (other than any Disposition of any property permitted by pursuant to Section 7.05(b), (c), (d), (e) or (g)7.05(l) which results in the realization by such Person of Net Cash Proceeds, the Borrower 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 clauses (viv) and (ixviii) 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 Borrower Borrowers (as notified by the 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during assets used or useful in the term business of this Agreement in operating assets the Loan Parties so long as, in each case, as within 180 365 days 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 Lead Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii2.05(b)(i).
(ii) [Intentionally Omitted].
(iii) Upon the incurrence or issuance by the Borrower Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrower 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 Borrower Holdings or such Subsidiary (such prepayments to be applied as set forth in clause clauses (viv) and (viii) below).
(iiiiv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower any Loan Party or any of its Domestic Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (viv) and (ixviii) below); provided, however, that with respect to any proceeds of insurance, insurance or condemnation awards (or payments in lieu thereof) or indemnity payments), at the election of the Borrower Borrowers (as notified by the Lead Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, proceeds or condemnation awards or indemnity paymentsawards), and so long as no Default shall have occurred and be continuing, the Borrower such Loan Party or such Subsidiary may apply within 180 365 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 receivedreceived 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)(v2.05(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 Revolving Credit Facility at such time, in either such case, the 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.
(viii) 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, 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, 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 Borrowers for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(ii) and Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the 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 Borrower or for any of its Subsidiaries Disposes of reason the Total Revolving Outstandings at any property time exceed the Revolving Facility at such time, the Borrowers shall immediately prepay Revolving Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (ethe L/C Borrowings) or (g)) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not equal to exceed $3,000,000 103% of such excess or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer.
(ii) Prepayments of the Revolving Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from 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 term of this Agreement in operating assets so long asCovenant Relief Period, 75% and (y) thereafter, 50%, in each case, within 180 days after of the receipt Net Available Proceeds of any such Specified Disposition received by the Borrower Group that represent (B) (x) the portion of such Net Cash ProceedsAvailable 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 purchase 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 consummated distributed to, or otherwise received by, the Borrower Group; and
(II) the Company shall use commercially reasonable efforts (as certified determined by the Borrower Company in writing 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); . Following the occurrence of a Collateral Trigger Event, allAll cash or Cash Equivalents received by the Company and provided furtherits Restricted Subsidiaries from dividends or other distributions from an Unrestricted Subsidiary (other than MGP and its Subsidiaries) or Designated Restricted Entity that holds, howeverdirectly or indirectly, that any Net Retained Proceeds (regardless of the source of such cash or Cash Proceeds not 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 such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as 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 2.05(b)(ii).
2.04(b)(iii) (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 7.03)such declined amounts, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof “Declined Proceeds”) by the Borrower or such Subsidiary providing written notice (such prepayments to be applied as set forth in clause (vieach, a “Rejection Notice”) 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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent and the Company no later than 5:00 p.m. (New York City time) on or prior to the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, Specified Disposition Prepayment/Reduction. If a Lender fails to deliver such Rejection Notice to the Borrower Administrative Agent within the time frame specified above or such Subsidiary may apply within 180 days after Rejection Notice fails to specify the receipt amount to be rejected, any such failure will be deemed an acceptance of the total amount of such cash proceeds Specified Disposition Prepayment/Reduction 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 Lender is otherwise entitled. Any Declined Proceeds remaining thereafter shall be immediately applied to retained by the prepayment of the Loans as set forth in this Section 2.05(b)(v)Company.
Appears in 1 contract
Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b7.05(a), (b), (c), (d), (e), (f), (h), (i), (j), (k), (l), 7.05(m), 7.05(n) or (g7.05(p)) or any Casualty Event occurs, which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term 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 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 Loans and such Indebtedness then outstanding) promptly, but in any event within five Business Days, after actual receipt thereof by such Person (such prepayments to be applied as set forth in clause (iv) and subject to clauses (viv) and (ixvi) 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)actually received by or paid to or for the account of the Borrower or any of its Subsidiaries, at the election of the Borrower (as notified by the Borrower 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, the Borrower or such Subsidiary (x) may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during assets that are used or useful in the term business of this Agreement in operating assets the Borrower and its Subsidiaries so long as, in each case, as within 180 days 12 months 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); 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)(ii).actual receipt
(ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness x) not expressly permitted to be incurred or issued pursuant to Section 7.03)7.02 or (y) that constitutes Refinancing Commitments, Refinancing Loans or Refinancing Equivalent Debt, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon promptly, but in any event within five Business Days, after actual receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (viiv) below and subject to clause (v) below).
(iii) Upon Not later than ten Business Days after the date on which annual financial statements are required to be delivered pursuant to Section 6.01(a) with respect to each Excess Cash Flow Period, the Borrower shall calculate the Excess Cash Flow of the Borrower and its Subsidiaries for such Excess Cash Flow Period and the Borrower shall apply an amount to prepay Term B Loans equal to (A) the Required ECF Percentage of such Excess Cash Flow minus (B) in each case, without duplication of any Extraordinary Receipt received amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such Excess Cash Flow Period and to the extent not financed using the proceeds of funded Indebtedness (other than revolving indebtedness), the sum of (1) the amount of any voluntary payments of Term Loans and amounts used to repurchase outstanding principal of Term Loans during such Excess Cash Flow Period pursuant to Section 2.05(a)(i) or 10.06(h) (it being understood that the amount of any such payments pursuant to Section 10.06(h) shall be deemed to equal the amount of cash used to purchase Term Loans pursuant to Section 10.06(h)), plus (2) the amount of any voluntary payments of Revolving Credit Loans during such Excess Cash Flow Period to the extent the Revolving Credit Commitments are terminated or permanently reduced pursuant to Section 2.06 by the amount of such payments, plus (3) the amount used to fund voluntary prepayments, voluntary repurchases or voluntary redemptions during such Excess Cash Flow Period of any other Indebtedness that is secured on a pari passu basis with the Obligations under this Agreement (other than Indebtedness under any revolving credit facility except to the extent there is a corresponding termination or permanent reduction in the commitments thereunder), plus (4) the amount of Capital Expenditures made in cash by the Borrower and its Subsidiaries during such Excess Cash Flow Period, plus (5) the aggregate amount of cash consideration paid to by the Borrower and its Subsidiaries during such Excess Cash Flow Period in connection with Investments made in compliance with Section 7.03 (other than (x) Investments in cash or for the account of Cash Equivalents or (y) Investments in the Borrower or any Subsidiary) plus (6) the aggregate amount of its SubsidiariesRestricted Payments made by the Borrower and the Subsidiaries in cash in compliance with Section 7.06 during such Excess Cash Flow Period (other than Restricted Payments made to the Borrower or any Subsidiary). Such calculation will be set forth in a certificate signed by a Responsible Officer of the Borrower delivered to the Administrative Agent setting forth the amount, if any, of Excess Cash Flow for such fiscal year, the amount of any required prepayment in respect thereof and not otherwise included the calculation thereof in reasonable detail.
(iv) Each prepayment of Term Loans pursuant to Sections 2.05(b)(i) or 2.05(b)(ii) shall be applied ratably to the Term A Loans and Term B Loans then outstanding. Each prepayment of (x) any Term Loans pursuant to Sections 2.05(b)(i) or 2.05(b)(ii) or (y) any Term B Loans pursuant to Section 2.05(b)(iii), shall be applied in each case to the principal repayment installments thereof as directed by the Borrower.
(v) Notwithstanding any of the other provisions of clause (i), (ii) or (iiiii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default under Section 8.01(a) or 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), (ii) or (iii) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds, Excess Cash Flow or other amounts otherwise required by such clause to be applied to prepay Term A Loans or Term B Loans, as applicable, on such date is less than or equal to $1,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds, Excess Cash Flow or other amounts otherwise required under clause (i), (ii) or (iii) of this Section 2.05(b) to be applied to prepay Term A Loans or Term B Loans, as applicable, exceeds $1,000,000, in which case the prepayment amount shall be such Subsidiary excess over $1,000,000. During such deferral period the Borrower may apply within 180 days after the receipt all or any part of such cash proceeds aggregate amount to replace or repair the equipmentprepay Revolving Credit Loans and may, 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 subject to the prepayment fulfillment (or waiver in accordance with Section 10.01) of the Loans as applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds or Excess Cash Flow, shall be deemed to retain their original character as Net Cash Proceeds or Excess Cash Flow, as applicable, when so reborrowed) for application as required by this Section 2.05(b)(v2.05(b). Upon the occurrence of a Default under Section 8.01(a) or 8.01(f), or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Term A Loans and Term B Loans, as applicable, in the amount of all Net Cash Proceeds, Excess Cash Flow and other amounts, as applicable, that are required to be applied to prepay Term A Loans and Term B Loans, as applicable, under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied.
(vi) 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”), the Net Cash Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) or the Excess Cash Flow that is attributable to a Foreign Subsidiary are prohibited or delayed by applicable local Law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay Term A Loans or Term B Loans, as applicable, at the time provided in this Section 2.05
Appears in 1 contract
Mandatory. (i) If Borrower any Credit Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property expressly permitted by Section 7.05(b), Subsections 7.05(a) through (c), i) and (d), (e) or (gk)) which results in the realization by such Person of Net Cash Proceeds, the Borrower 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 clauses (viiv) and (ixvi) 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 Borrower Borrowers (as notified by the Borrower 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, the Borrower such Credit Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets or to fund a Permitted Acquisition so long as, in each case, as within 180 days after the receipt of such Net Cash Proceeds, (A) such purchase shall have been consummated (as certified by the Borrower 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 subject (1) so reinvested or (2) reinvested pursuant to such definitive agreement or so reinvested shall within 180 days of the date of such agreement, shall, in each case, be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii2.05(b)(i).
(ii) Upon the incurrence sale or issuance by the Borrower Partnership or any of its Subsidiaries of any Indebtedness of its Equity Interests (other than Indebtedness expressly permitted any sales or issuances of Equity Interests (A) to be incurred the Partnership or any of its Subsidiaries, (B) to the extent required by the express terms of the Partnership Agreement, (C) for the purpose of financing all or a portion of any Permitted Acquisition completed within 180 days before or 365 days after receipt of such Net Cash Proceeds, (D) to the General Partner in order for the General Partner to continue to hold two percent (2%) of the issued Partnership Common Units, and (E) to directors, consultants and employees of the General Partner pursuant to Section 7.03the Partnership’s Long Term Incentive Plan), the Borrower 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 Borrower Partnership or such Subsidiary (such prepayments to be applied as set forth in clause clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower any Credit Party or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Credit Party or such Subsidiary (such prepayments to be applied as set forth in clauses (viiv) and (ixvi) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereofx) 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 continuingcontinuing 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 Borrower extent that a Responsible Officer of such Credit Party has delivered a certificate to the Administrative Agent on or prior to such Subsidiary may apply date stating that such proceeds shall be applied or shall be committed to be applied within 180 days after the receipt of such cash proceeds thereof to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; received (which certificate shall set forth the estimates of the proceeds to be so expended), and provided(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, howeverthat at any time while an Event of Default has occurred and is continuing, that 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 cash or all proceeds not so applied shall be immediately applied 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)(v2.05(b)(iii).
(iv) Each prepayment of Loans pursuant to Section 2.05(b)(i) shall be applied, first, to the extent the Administrative Agent, in its sole determination, determines that such amounts relate to assets acquired in a Permitted Acquisition or of a Borrower so acquired, such amounts shall be used to repay the amounts outstanding under any Acquisition Loan used to fund such Permitted Acquisition, second, to the extent any such Acquisition Loans are paid in full, any such amounts shall be applied pro rata among all other outstanding Acquisition Loans until paid in full, and, in either case, all such repayments applied to outstanding Acquisition Loans shall be applied to the principal repayment installments thereof in inverse order of maturity, and third, to the outstanding Revolving Loans. Each prepayment of Loans pursuant to Section 2.05(b)(ii) or (iii) shall be applied, first, to the extent the Administrative Agent, in its sole determination, determines that such amounts relate to assets acquired in a Permitted Acquisition or of a Borrower so acquired, such amounts shall be used to repay the amounts outstanding under any Acquisition Loan used to fund such Permitted Acquisition, and, second, to the extent any such Acquisition Loans are paid in full, any such amounts shall be applied pro rata among all outstanding Loans, and, in either case, all such repayments applied to outstanding Acquisition Loans shall be applied to the principal repayment installments thereof in inverse order of maturity.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the lesser of (A) the Borrowing Base at such time and (B) the Revolving Credit Facility at such time, the 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.
(vi) 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 Swing Line Loans; and, in the case of prepayments of the Revolving Credit Facility required pursuant to this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C 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 may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from any Borrower or any other Credit Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable 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 Borrower Paxar shall, on the date of receipt of the Net Cash Proceeds by Paxar or any of its Subsidiaries Disposes from (A) the sale, lease, transfer or other disposition of any property assets of Paxar or any of its Subsidiaries (other than any Disposition sale, lease, transfer or other disposition of any property permitted by assets pursuant to clause (i) or (ii) of Section 7.05(b5.02(f)), (c), (d), (eB) or (g)) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); 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)(ii).
(ii) Upon the incurrence or issuance by the Borrower Paxar or any of its Subsidiaries of any Indebtedness Debt (other than Indebtedness expressly permitted to be Debt 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 exceptions set forth in clause Section 5.02(d) on the date hereof), (viC) below).
the sale or issuance by Paxar or any of its Subsidiaries of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest and (iiiD) Upon any Extraordinary Receipt 37 31 received by or paid to or for the account of the Borrower Paxar or any of its Subsidiaries, Subsidiaries and not otherwise included in clause (iA), (B) or (iiC) of this Section 2.05(b)above, in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans the Term Advances comprising part of the same Borrowings equal to 100% (x) in the case of all clause (A) above, the amount of such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary in excess of the Permitted Asset Sale Amount and (such prepayments to be applied as set forth y) in the case of clauses (viB), (C) and (ixD) below); providedabove, however, that with respect to any proceeds the amount of insurance, condemnation awards such Net Cash Proceeds. Each such prepayment described in subclause (or payments in lieu thereofx) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied immediately preceding sentence shall be immediately applied to the Term Facility and to the installments thereof in reverse order of maturity. Each such prepayment described in subclause (y) of the Loans as set forth immediately preceding sentence shall be applied to the Term Facility and to the installments thereof on a pro rata basis.
(ii) Paxar 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 equal to the amount by which (A) the sum of the aggregate principal amount of (u) the Revolving Credit Advances denominated in this Section 2.05(b)(v)US Dollars, plus (v) the Equivalent on such day of the Revolving Credit Advances denominated in Primary Currencies, plus (w) the Letter of Credit Advances, plus (x) the aggregate Available Amount of all Letters of Credit then outstanding, plus (y) the Swing Line Advances plus (z) the Competitive Bid Advances then outstanding exceeds (B) the Revolving Credit Facility.
Appears in 1 contract
Sources: Credit Agreement (Paxar Corp)
Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b7.05(a), (b), (c), (d), (e), (f), (h), (i), (j), (k), (l), 7.05(m), 7.05(n) or (g7.05(p)) or any Casualty Event occurs, which results in the realization by such Person of Net Cash Proceeds, the 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 actual receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) and subject to clauses (viiv) and (ixv) 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)actually received by or paid to or for the account of the Borrower or any of its Subsidiaries, at the election of the Borrower (as notified by the Borrower 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, the Borrower or such Subsidiary (x) may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during assets that are used or useful in the term business of this Agreement in operating assets the Borrower and its Subsidiaries so long as, in each case, as within 180 days 12 months after the actual 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 actual receipt of such Net Cash Proceeds and within 18 months after the actual receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the next 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 writing to accordance with the Administrative Agentimmediately preceding clause (x) or (y); and provided provided, further, however, that any Net Cash Proceeds not subject to such definitive agreement so applied in accordance with clause (x) or so reinvested (y) of the immediately preceding proviso shall be immediately promptly, but in any event within five Business Days after the end of the applicable reinvestment period, applied to the prepayment of the Term A Loans as set forth in this Section 2.05(b)(ii2.05(b)(i).
(ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness x) not expressly permitted to be incurred or issued pursuant to Section 7.03)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 immediately upon promptly, but in any event within five Business Days, after actual receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (viiii) below and subject to clause (iv) below).
(iii) Upon 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 Extraordinary Receipt received by or paid to or for the account of the Borrower or any other provisions of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default under Section 8.01(a) or 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 Subsidiary excess over $1,000,000. During such deferral period the Borrower may apply within 180 days after the receipt all or any part of such cash proceeds aggregate amount to replace prepay Revolving Credit Loans and may, subject to the fulfillment (or repair waiver in accordance with Section 10.01) of the equipmentapplicable conditions set forth in Article IV, fixed assets 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 real property 8.01(f), or an Event of Default, during any such deferral period, the Borrower shall immediately prepay the Term A Loans in respect the amount of which such cash proceeds were received; all Net Cash Proceeds received by the Borrower and providedother amounts, further, howeveras 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 cash proceeds 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 shall be immediately applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Term A Loans as set forth in pursuant to this Section 2.05(b)(v2.05(b) to the extent otherwise provided herein and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event would have a material adverse tax consequence with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, L/C Borrowings and Swing Line Loans and/or Cash Collateralize such L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to clause (vi) of this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. 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) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Valvoline Inc)
Mandatory. (i) If The Borrower or any shall, on the earlier of (A) the third Business Day following each date on which the Parent Guarantor delivers the audited Consolidated financial statements of the Parent Guarantor and its Subsidiaries Disposes pursuant to Section 5.03(d) and (B) 96 days after the end of any property (other than any Disposition of any property permitted by Section 7.05(b)each Fiscal Year, (c)commencing with the Fiscal Year ended February 27, (d)1999, (e) or (g)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings equal to 10050% of the remainder of (1) Excess Cash Flow for such Net Cash Proceeds immediately upon receipt thereof by Fiscal Year minus (2) $500,000. Each such Person (such prepayments to prepayment shall be applied ratably to the Funded Facilities and to the principal installments thereof first, in order of maturity to the principal installments that are due within the 12 months following the date of such prepayment, and second, ratably to the remaining principal installments thereof. To the extent that no Advances in respect of the Funded Facilities remain outstanding, prepayments shall be applied permanently to reduce the Unfunded Facilities as set forth in clauses clause (vi) and (ixvii) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); 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)(ii).
(ii) Upon The Borrower shall, on the date of receipt of the Net Cash Proceeds by any Loan Party or any of its Subsidiaries from (A) the sale, lease, transfer or other disposition of any assets of any Loan Party or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii), (iii) or (v) of Section 5.02(d)), (B) the incurrence or issuance by the Borrower any Loan Party or any of its Subsidiaries of any Indebtedness Debt (other than Indebtedness expressly permitted to be Debt incurred or issued pursuant to Section 7.03clause (i), 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 (vi) belowii).
, (iii) Upon and (iv) of Section 5.02(b)), (C) the sale or issuance by any Loan Party or any of its Subsidiaries of any capital stock (or other equity or ownership or profit interest), any securities convertible into or exchangeable for any capital stock (or other equity or ownership or profit interest) or any warrants, rights or options to
(1) to any of the Childs Investors or (2) to any of the Equity Investors in consideration for any capital contribution made thereby in cash pursuant to Section 5.02(e)(viii)) and (D) any Extraordinary Receipt received by or paid to or for the account of the Borrower any Loan Party or any of its Subsidiaries, Subsidiaries and not otherwise included in clause (iA), (B) or (iiC) of this Section 2.05(b)above, in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings equal to 100% the amount of all such Net Cash Proceeds; provided that, so long as no Default under Section 6.01(a) or 6.01(f) or Event of Default has occurred and is continuing, the Borrower may defer making any prepayment otherwise required under this Section 2.06(b)(ii) until the aggregate Net Cash Proceeds received therefrom immediately upon receipt thereof by the Loan Parties and their Subsidiaries under this Section 2.06(b)(ii), whether as a result of one or more transactions covered hereby, equals at least $1,000,000 (although during such Loan Party deferral period, the Borrower may apply all or any part of such Subsidiary (such prepayments aggregate amount to be applied as prepay Working Capital Advances and may, subject to the fulfillment of the conditions set forth in clauses Section 3.02, reborrow such amounts (viwhich amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) and (ix) belowfor application as required by this Section 2.06); provided, however, that with respect to any proceeds that, upon the occurrence of insurance, condemnation awards (or payments in lieu thereofa Default under Section 6.01(a) or indemnity payments6.01(f) or an Event of Default, at the election of the Borrower (as notified shall immediately prepay Advances in the amount of all Net Cash Proceeds received by the Borrower that are required to be applied to prepay Advances by this Section 2.06 (without giving effect to the Administrative Agent on or prior immediately preceding proviso) but which have not previously been so applied. Each such prepayment shall be applied ratably to the Funded Facilities and to the principal installments thereof first, in order of maturity to the principal installments that are due within the 12 months following the date of receipt of such insurance proceeds, condemnation awards or indemnity payments)prepayment, and so long as second, ratably to the remaining principal installments thereof. To the extent that no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property Advances in respect of which such cash proceeds were received; and providedthe Funded Facilities remain outstanding, further, however, that any cash proceeds not so applied prepayments shall be immediately applied permanently to reduce the prepayment of the Loans Unfunded Facilities as set forth in clause (vii) below.
(iii) Notwithstanding any of the other provisions of this Section 2.05(b)(v2.06,
(A) if, following the occurrence of any "Asset Sale" (as defined in the indenture for the Subordinated Notes)., the Borrower is required to commit by a particular date (a "Commitment Date") to apply or to cause any of its Subsidiaries to apply an amount equal to any of the "Net Proceeds" (as defined in the indenture for the Subordinated Notes) thereof in a particular manner, or to apply or to cause any of its Subsidiaries to apply by a particular date (an "Application Date") an amount equal to any such "Net Proceeds" in a particular manner, in either case in order to excuse the Borrower from being required to make an offer to redeem or to repurchase all or a portion of the Subordinated Notes as a result of such "Asset Sale", and the Borrower shall have failed to so commit or to so apply, or to have caused any of its Subsidiaries to so commit or to so apply, an amount equal to such "Net Proceeds" at least 30 days before the Commitment Date or the Application Date, as the case may be, or
Appears in 1 contract
Mandatory. (i) If Borrower any Loan Party or any of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(b7.05(a), (b), (c) (to the extent such proceeds are applied pursuant to clause (ii) thereof), (d), (e) or ), (f), (g), (h) and (i) (to the extent the proceeds have been paid to any insurer or other similar entity) which in the aggregate for all Dispositions since the Closing Date results in the realization by such Person Loan Party or such Subsidiary of Net Cash ProceedsProceeds (determined as of the date of such Disposition, whether or not such Net Cash Proceeds are then received by such Loan Party or such Subsidiary) in excess of $25,000,000, the 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 clauses (vi) and (ix) 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 Borrower (as notified elected by the 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 365 days 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 Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii)2.05.
(ii) Upon the incurrence or issuance by the Borrower any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), 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 such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below)Subsidiary.
(iii) Upon any Extraordinary Receipt proceeds of casualty insurance, condemnation awards, indemnity payments or similar proceeds received by or paid to or for the account of the Borrower any Loan Party or any of its Subsidiaries, Subsidiaries in excess of $25,000,000 and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below)Subsidiary; provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election option of the Borrower (as notified 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, the Borrower such Loan Party or such Subsidiary may apply within 180 365 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, 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)(v2.05.
(iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans and Swing Line Loans and Unreimbursed Amounts and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(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.
(v) 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 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, 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 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 Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(ii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the 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 Borrower any Credit Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property expressly permitted by Section 7.05(b), Subsections 7.05(a) through (c), i) and (d), (e) or (gk)) which results in the realization by such Person of Net Cash Proceeds, the Borrower 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 clauses (viiv) and (ixvi) 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 Borrower Borrowers (as notified by the Borrower 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, the Borrower such Credit Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets or to fund a Permitted Acquisition so long as, in each case, as within 180 days after the receipt of such Net Cash Proceeds, (A) such purchase shall have been consummated (as certified by the Borrower 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 subject (1) so reinvested or (2) reinvested pursuant to such definitive agreement or so reinvested shall within 180 days of the date of such agreement, shall, in each case, be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii2.05(b)(i).
(ii) Upon the incurrence sale or issuance by the Borrower Partnership or any of its Subsidiaries of any Indebtedness of its Equity Interests (other than Indebtedness expressly permitted any sales or issuances of Equity Interests (A) to be incurred the Partnership or any of its Subsidiaries, (B) to the extent required by the express terms of the Partnership Agreement, (C) for the purpose of financing all or a portion of any Permitted Acquisition completed within 180 days before or 365 days after receipt of such Net Cash Proceeds, (D) to the General Partner in order for the General Partner to continue to hold two percent (2%) of the issued Partnership Common Units, and (E) to directors, consultants and employees of the General Partner pursuant to Section 7.03the Partnership’s Long Term Incentive Plan), the Borrower 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 Borrower Partnership or such Subsidiary (such prepayments to be applied as set forth in clause clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower any Credit Party or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Credit Party or such Subsidiary (such prepayments to be applied as set forth in clauses (viiv) and (ixvi) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereofx) 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 continuingcontinuing 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 Borrower extent that a Responsible Officer of such Credit Party has delivered a certificate to the Administrative Agent on or prior to such Subsidiary may apply date stating that such proceeds shall be applied or shall be committed to be applied within 180 days after the receipt of such cash proceeds thereof to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; received (which certificate shall set forth the estimates of the proceeds to be so expended), and provided(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, howeverthat at any time while an Event of Default has occurred and is continuing, that 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 cash or all proceeds not so applied shall be immediately applied 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)(v2.05(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 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.
(vi) 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 Obligations and Swing Line Loans; 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, 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 may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from any Borrower or any other Credit Party) to reimburse the L/C Issuer or the Lenders, as applicable 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) [Intentionally omitted].
(ii) If Borrower any Loan Party or any of its Subsidiaries Disposes of any property or assets (including proceeds from the sale of Equity Interests in any Subsidiary of the Borrower and insurance and condemnation proceeds) (other than any Disposition of any property or assets permitted by Section 7.05(bS▇▇▇▇▇▇ ▇.▇▇(▇), (c▇), (d▇), (e▇), (▇), (▇), (▇), (▇), (▇) or (gk)) which results in and the realization by such Person of aggregate Net Cash ProceedsProceeds received by the Loan Parties and such Subsidiaries in any fiscal year exceeds $2,000,000, the 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 clauses (vi) and (ix) 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 Borrower (as notified elected by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 240 days 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 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 Term Loans as set forth in this Section 2.05(b)(ii2.03; 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).
(iiiii) Upon the incurrence or issuance by the Borrower 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 expressly permitted to be incurred or issued pursuant to Section 7.037.02), 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 the Borrower any Loan Party or such Subsidiary Subsidiary.
(such iv) Mandatory prepayments of outstanding Loans pursuant to Section 2.03(b)(ii)-(iii) shall be applied as set forth provided in clause (vi) belowSection 2.03(c).
(iiiv) Upon any Extraordinary Receipt received by or paid to or for the account No mandatory prepayment of the Borrower or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of Term Loans under this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower 2.03(b) shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that required with respect to the Facility until all mandatory prepayment obligations under the First Lien Credit Agreement (and any proceeds refinancing thereof consisting of insurance, condemnation awards (Permitted Refinancing Indebtedness) have been satisfied or payments in lieu thereof) or indemnity payments, at waived pursuant to the election terms of the Borrower (as notified First Lien Credit Agreement, and the amount of any mandatory prepayment obligation under this Section 2.03(b) shall be reduced by the Borrower amount of any mandatory prepayment required to be made pursuant to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment corresponding provisions of the Loans as set forth in this Section 2.05(b)(v)First Lien Credit Agreement.
Appears in 1 contract
Sources: Second Lien Senior Secured Credit Agreement (Terremark Worldwide Inc)
Mandatory. If Lenders holding more than 33.33% of the Aggregate Commitments (i) If Borrower were lenders under the PXP Credit Agreement and (ii) as a result of an amendment, restatement, supplement, modification, refinancing or any termination of its Subsidiaries Disposes of any property the PXP Credit Agreement, cease to be lenders under the PXP Credit Agreement (other than any Disposition by voluntary assignment of any property permitted by Section 7.05(btheir entire interest thereunder), (c)then no later than the effectiveness of such amendment, (d)restatement, (e) supplement, modification, refinancing or (g)) which results in termination of the realization by such Person of Net Cash Proceeds, PXP Credit Agreement 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 clauses (vi) 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)shall, at the election of the Borrower (as notified its sole expense and effort, upon request by the Borrower to the Administrative Agent on or prior to the date of any such Disposition), Lender and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing notice to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
either (iiA) Upon the incurrence or issuance by cause another Person (other than the Borrower or any of its Subsidiaries of any Indebtedness Affiliates) to purchase and assume, without recourse to such Lender (other than Indebtedness expressly permitted in accordance with and subject to be incurred or issued pursuant to the restrictions contained in Section 7.0312.04(b)), all of such Lender’s interests, rights and obligations under this Agreement (which Person may be another Lender, if a Lender accepts such assignment); provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower shall prepay an aggregate principal amount of Loans equal to 100% (in the case 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 (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 (iother amounts) or (iiB) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during terminate the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% the Commitment of all such Net Cash Proceeds received therefrom immediately Lender upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower not less than three Business Days’ prior notice to the Administrative Agent on or prior (which will promptly notify the Lenders thereof), pay to such Lender an amount equal to the date outstanding principal of receipt of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, and, if such insurance proceedsLender is an Issuing Bank, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds also pay 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 it an amount equal to the prepayment 105% of the Loans as set forth in this Section 2.05(b)(v)undrawn face amount of all outstanding Letters of Credit issued by it.
Appears in 1 contract
Sources: Credit Agreement (Plains Exploration & Production Co)
Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b▇▇▇▇▇▇▇ ▇.▇▇(▇), (c▇), (d▇), (e▇), (▇), (▇), (▇), (▇), (▇), (▇) or (gl)) or any Casualty Event occurs, which results in the realization by such Person of Net Cash Proceeds, the 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 actual receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) and subject to clauses (viiv) and (ixv) 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)actually received by or paid to or for the account of the Borrower or any of its Subsidiaries, at the election of the Borrower (as notified by the Borrower 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, the Borrower or such Subsidiary (x) may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during assets that are used or useful in the term business of this Agreement in operating assets the Borrower and its Subsidiaries so long as, in each case, as within 180 days 12 months after the actual 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 actual receipt of such Net Cash Proceeds and within 18 months after the actual receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the next 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 writing to accordance with the Administrative Agentimmediately preceding clause (x) or (y); and provided provided, further, however, that any Net Cash Proceeds not subject to such definitive agreement so applied in accordance with clause (x) or so reinvested (y) of the immediately preceding proviso shall be immediately promptly, but in any event within five Business Days after the end of the applicable reinvestment period, applied to the prepayment of the Term A Loans as set forth in this Section 2.05(b)(ii2.05(b)(i).
(ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness x) not expressly permitted to be incurred or issued pursuant to Section 7.03)7.02 or (y) that constitutes Refinancing Commitments, Refinancing Loans or Refinancing Equivalent Debt, the Borrower [Valvoline - Credit Agreement] shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon promptly, but in any event within five Business Days, after actual receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (viiii) below and subject to clause (iv) below).
(iii) Upon 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 Extraordinary Receipt received by or paid to or for the account of the Borrower or any other provisions of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default under Section 8.01(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 Subsidiary excess over $1,000,000. During such deferral period the Borrower may apply within 180 days after the receipt all or any part of such cash proceeds aggregate amount to replace prepay Revolving Credit Loans and may, subject to the fulfillment (or repair waiver in accordance with Section 10.01) of the equipmentapplicable conditions set forth in Article IV, fixed assets 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 real property Section 8.01(f), or an Event of Default, during any such deferral period, the Borrower shall immediately prepay the Term A Loans in respect the amount of which such cash proceeds were received; all Net Cash Proceeds received by the Borrower and providedother amounts, further, howeveras 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 cash proceeds 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 shall be immediately applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Term A Loans as set forth in pursuant to this Section 2.05(b)(v2.05(b) to the extent otherwise provided herein and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event would have a material adverse tax consequence with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, L/C Borrowings and Swing Line Loans and/or Cash Collateralize such L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to clause (vi) of this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. 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) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Valvoline Inc)
Mandatory. (i) If Borrower or for any of its Subsidiaries Disposes of reason the Total Revolving Outstandings at any property time exceed the Revolving Facility at such time, the Borrowers shall immediately prepay Revolving Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (ethe L/C Borrowings) or (g)) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not equal to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 days after the receipt 103% of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower excess or otherwise in writing an amount and/or in a manner reasonably acceptable to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii)applicable L/C Issuer.
(ii) Prepayments of the Revolving Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the incurrence 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 issuance by the notice to or from any Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted Loan Party) to be incurred reimburse the applicable L/C Issuer or issued pursuant to Section 7.03)the Revolving Lenders, 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 (vi) below)applicable.
(iii) Upon If as a result of any Extraordinary Receipt received conveyance, sale, lease, transfer or other disposition by the Company and its Subsidiaries (other than MGP or paid to or for its Subsidiaries) after the account Closing Date, (1) the Company’s indirect beneficial ownership of the Borrower 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 of 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 not otherwise included 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 (i1), (2), (3) or (ii) of this Section 2.05(b4), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreementa “Specified Disposition”), the Borrower shall prepay an aggregate principal amount of Loans equal then within ten (10) Business Days (subject to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party extension as needed to obtain any required Gaming Approvals or such Subsidiary (such prepayments to be applied as set forth in clauses (vicomply with any applicable Gaming Laws) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to after the date of receipt of the Net Available Proceeds by the Borrower Group from such insurance proceedsSpecified Disposition, condemnation awards 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) 50% 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 indemnity paymentstransfer 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 so long as its Subsidiaries) or Designated Restricted Entity from a Specified Disposition, then no Default such Specified Disposition Prepayment/Reduction shall be required unless such Net Available Proceeds have occurred and be continuingbeen 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 may apply within 180 days after or Designated Restricted Entity to deposit and retain the receipt 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). Following the occurrence of a Collateral Trigger Event, 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 proceeds or Cash Equivalents, including from recurring or special dividends from MGM China) shall (x) be deemed to replace or repair the equipmentbe a distribution of such Retained Proceeds, 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 (y) be immediately applied subject to the prepayment of the Loans as 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 2.05(b)(v)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 1 contract
Mandatory. (i) If Borrower Holdings or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (eSection 7.05(d) or (gSection 7.05(e)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Revolving Credit 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 clauses (vi) and (ix) below)Person; 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)(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), and so long as no Default shall have occurred and be continuing, the Borrower Holdings or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during long-term productive assets of the term type used in the business of this Agreement in operating assets the Borrower so long as, in each case, as within 180 forty-five (45) 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); and provided 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 Revolving Credit Loans as set forth in this Section 2.05(b)(ii2.04(b)(i).
(ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries occurrence of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03)Termination Event, the Borrower shall prepay an aggregate principal amount of the Revolving Credit Loans equal to 100% of all the Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower Holdings or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below)any of its Subsidiaries.
(iii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower Holdings or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b2.04(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Revolving Credit Loans equal to 100% of all such the Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party Holdings or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below)Subsidiary; provided, however, provided that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower Holdings or such Subsidiary may apply within 180 forty-five (45) days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect Real Property of which such cash proceeds were receivedthe Project; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Revolving Credit Loans as set forth in this Section 2.05(b)(v2.04(b)(iii).
(iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility 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.
(v) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations and, fourth, 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 may be retained by the Borrower for use in the ordinary course of its business (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”), and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.05(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 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, not later than three Business Days after the date of receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries Disposes from:
(A) the sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries (other than any Disposition property or assets expressly permitted to be sold, leased, transferred or otherwise disposed of any property permitted by Section 7.05(bpursuant to clause (i), (cii), (diii), (eiv) or (gv) of Section 5.02(e)) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); 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)(ii).;
(iiB) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness Debt (other than Indebtedness Debt expressly permitted to be incurred or issued pursuant to Section 7.03clause (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xiii) or (xiv) of Section 5.02(b)); and
(C) the issuance or sale by the Borrower or any Subsidiary thereof (which is or will be as a result thereof subject to the Securities Exchange Act of 1934, as amended) of any Equity Interests therein (other than (i) the issuance by the Borrower of (a) its common stock pursuant to equity incentive or benefit plans of the Borrower, (b) Equity Interests to effect any acquisition permitted under Section 5.02(f) hereof, provided that in the case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof are used within 180 days of such issuance to effect such acquisition, and any such proceeds not so used by such 180th day shall be applied as a prepayment as provided herein, (c) Debt or Redeemable Preferred Interests permitted under Section 5.02(b)(viii) or Section 5.02(b)(xii) hereof, or (d) Equity Interests in connection with a redemption of Subordinated Debt to the extent contemplated in Section 5.02(i) and, (ii) the issuance by any Subsidiary of the Borrower of any Equity Interests therein (a) to the Borrower or to another Subsidiary thereof, or (b) to any other Person or Persons in an aggregate amount in any one transaction or series of related transactions not in excess of $10,000,000), prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings equal to (x) 100% of all the amount of the Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower in respect of any sale, lease, transfer or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below).
(iii) Upon other disposition of any Extraordinary Receipt received by property or paid to or for the account assets of the Borrower or any of its SubsidiariesSubsidiaries referred to in subclause (b)(i)(A) above to the extent such Net Cash Proceeds have not been reinvested within the applicable reinvestment period as provided in Section 5.02(e)(vi); (y) the first $200,000,000 of Net Cash Proceeds from the incurrence or issuance by the Borrower or any of its Subsidiaries of all Debt referred to in subclause (b)(i)(B) above plus 50% of any such Net Cash Proceeds in excess of $200,000,000; and (z) 50% of the amount of the Net Cash Proceeds of the issuance or sale by the Borrower of any Equity Interests referred to in subclause (b)(i)(C), and in the case of Net Cash Proceeds from the issuance or sale by any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above, 50% of an amount equal to the Borrower’s Percentage of such Net Cash Proceeds; provided, however, that prepayments of Net Cash Proceeds from the issuance or sale by the Borrower or any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above shall not otherwise included be required if, after giving pro forma effect to such issuance or sale, the Borrower has a Leverage Ratio of less than 2.75:1.00. Each prepayment of advances required to be made pursuant to this subclause (i) shall first be applied on a pro rata basis between the Term Facilities, and with respect to each Term Facility, applied on a pro rata basis against the respective principal repayment installments thereof, and thereafter applied to the Revolving Credit Facility in the manner set forth in this Section 2.06(b).
(ii) 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).
(iii) The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit into the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account on such Business Day to equal the amount by which (A) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Letter of Credit Facility on such Business Day (after giving effect to any permanent reduction thereof pursuant to Section 2.05 on such Business Day).
(iv) Prepayments of the Revolving Credit Facility made pursuant to clause (i), (ii) or (iii) of this Section 2.06(b), first, shall be applied to prepay Letter of Credit Advances outstanding at such time until all such Letter of Credit Advances are paid in full, second, shall be applied to prepay Swing Line Advances outstanding at such time until all such Swing Line Advances are paid in full, third, shall be applied to prepay Revolving Credit Advances comprising part of the 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 Cash Collateral Account to cash collateralize 100% of the Available Amount of all Letters of Credit outstanding at such time; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.05(b2.06(b), the amount remaining, if any, after the prepayment in an full of all Advances outstanding at such time and the 100% cash collateralization of the aggregate principal Available Amount of all Letters of Credit outstanding at such time (the sum of such prepayment amounts, cash collateralization amounts and remaining amount in excess of $3,000,000 during the term of this Agreementbeing, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Letter of Credit Facility shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied automatically and permanently reduced as set forth in clauses Section 2.05(b)(iii). Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied (vi) and (ix) below); provided, however, that with respect without any further action by or notice 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, from the Borrower or such Subsidiary may apply within 180 days after any other Loan Party) to reimburse the receipt of such cash proceeds to replace Issuing Bank or repair the equipmentRevolving Credit Lenders, 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)(v)applicable.
Appears in 1 contract
Sources: Credit Agreement (Davita Inc)
Mandatory. (i) If The Borrower or any shall, on the 90th day following the end of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b)each Fiscal Year, (c), (d), (e) or (g)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans the Term B Advances comprising part of the same Term B Borrowings equal to 10025% of the amount of Excess Cash Flow for such Fiscal Year.
(ii) The Borrower shall, within 3 Business Days of the date of receipt (or such later date as may be specified in Section 5.2(e)(ii)) of the Net Cash Proceeds immediately upon receipt thereof by such Person the Borrower or any of its Restricted Subsidiaries from (such prepayments A) the sale, lease, transfer or other disposition of any assets (other than payments of cash or Cash Equivalents) of the Borrower or any of its Restricted Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to be applied as set forth in clauses (vii) and (iii) through (ix) belowof Section 5.2(e); 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 ) (provided that the Borrower (as notified by shall only be required, on the Borrower to the Administrative Agent on or prior to 180th day after the date of such Disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by to prepay the Borrower Advances in writing an amount equal to the Administrative Agent); and provided further, however, that any amount of such Net Cash Proceeds not subject to such definitive agreement reinvested in like-kind assets or so reinvested shall be immediately applied fixed assets (which are used in or are useful to the prepayment business of the Loans as set forth in this Section 2.05(b)(iiBorrower at such time) during such 38 40 180-day period).
, (iiB) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness Debt (other than Indebtedness expressly permitted to be except Debt 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 clauses (such prepayments to be applied as set forth in clause i) through (iv) and clauses (vi) belowthrough (xii) of Section 5.2(b).
), (iiiC) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, Restricted Subsidiaries and not otherwise included in clause (iA) or (ii) of this Section 2.05(b)above, in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans the Term B Advances comprising part of the same Term B Borrowings equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below)Proceeds; provided, however, that if such Net Cash Proceeds arise from the incurrence or issuance of Subordinated Debt pursuant to Section 5.2(b)(v), only 50% of such Net Cash Proceeds shall be required to be applied to the Term B Advances in accordance with respect to any proceeds of insurancethis clause (b)(ii).
(iii) The Borrower shall, condemnation awards (or payments in lieu thereof) or indemnity paymentson each Business Day, at the election prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings and the Letter of Credit Advances equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances and (y) the Letter of Credit Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the lesser of the Revolving Credit Facility and the Loan Value of Eligible Collateral on such Business Day.
(iv) The Borrower (as notified by the Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day.
(v) Prepayments of the Revolving Credit Facility made pursuant to clause (iii) or prior (iv) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full and second applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and third deposited in the L/C Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank or Revolving Credit Lenders, as applicable.
(vi) Anything contained in this Section 2.6(b) to the contrary notwithstanding, (A) if, following the occurrence of any "Asset Sale" (as such term is defined in any Indenture, if applicable) 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 Proceeds" (as such term is defined in such Indenture, if applicable) thereof in a particular manner, or to apply by a particular date (an "Application Date") an amount equal to any such "Net Proceeds" in a particular manner, in either case in order to excuse the Borrower from being required to make an "Asset Sale Offer" (as such term is defined in such Indenture, if applicable) in connection with such "Asset Sale," and the Borrower shall have failed to so commit or to so apply an amount equal to such "Net Proceeds" 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 Proceeds," and, within 60 days thereafter assuming no further application or commitment of an amount equal to such "Net Proceeds" the Borrower would otherwise be required to make an "Asset Sale Offer" in respect thereof, then in either such case the Borrower shall immediately apply or cause to be applied an amount equal to such "Net Proceeds" to the payment of the Advances in the manner set forth in Section 2.6(b)(ii) in such amounts as shall excuse the Borrower from making any such "Asset Sale Offer."
(vii) All prepayments under this subsection (b) shall be made together with accrued interest 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, prepayment on 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)(v)principal amount prepaid.
Appears in 1 contract
Mandatory. (i) If the Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition of any property permitted by referred to in Section 7.05(b7.08(c), (c), (d), (e) or (g)B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay (or, in the case of the Term B Loan or Incremental Term Facility, if any, offer to purchase at par), immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds 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 clauses (vi) and (ix) 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 Borrower (as notified by the 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, the Borrower or such Restricted Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 365 days after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided furtherprovided, 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)(ii2.04(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 7.037.15), 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 Subsidiary 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 prepayments prepayment is to be applied as 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) belowof this Section 2.04(b).
(iiiiv) Upon 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 Extraordinary Receipt received by reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swingline Loans or paid L/C Borrowings or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to or for the account such excess.
(vi) Prepayments of the Borrower or any Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swingline Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of its Subsidiaries, and not otherwise included in prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.05(b2.04(b), the amount remaining, if any, after the prepayment in full of all L/C 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 Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the 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 aggregate principal amount in excess of $3,000,000 during offer to purchase at par the term of this Agreementoutstanding 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 prepay an aggregate principal 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 equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified 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 on or prior 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 date scheduled Installments of receipt principal of such insurance proceeds, condemnation awards or indemnity paymentsthe Term B Loans in accordance with Section 2.06(b)), and so long as no Default shall (ii) in an amount equal to that portion of the Waivable Prepayment that otherwise would have occurred been payable to those Term B Lenders that have elected to exercise such option, to prepay the Term A Loans and be continuingRevolving Credit Loans, 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 prepayment shall be immediately further applied to the prepayment scheduled installments of principal of the Term A Loans as set forth and Revolving Credit Loans in this accordance with Section 2.05(b)(v2.04(b)(iv).
Appears in 1 contract
Sources: Credit Agreement (AMC Networks Inc.)
Mandatory. (i) If Borrower the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition of any property permitted by referred to in Section 7.05(b7.08(c), (c), (d), (e) or (g)B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay 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 clauses (vi) and (ix) below), exceeds $150,000,000; provided, however, 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 Borrower (as notified by the 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, the Borrower Company or such Restricted Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 365 days after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (as certified by the Borrower Company in writing to the Administrative Agent); and provided furtherprovided, 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)(ii2.04(b)(i).; and
(ii) Upon the incurrence or issuance by the Borrower Company or any of its the Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.15), 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 Company or such Subsidiary Restricted Subsidiary; provided, in the case of each of clauses (i) and (ii) above, if at the time that any such prepayment would be required, the Company or any of its Restricted Subsidiaries shall be required to, or to offer to, repurchase or redeem or repay or prepay any Indebtedness (including any Incremental Facilities or Incremental Equivalent Debt) secured on a pari passu basis with or senior to the Obligations pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition, Event of Loss or incurrence or issuance of Indebtedness (such prepayments Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Company (or any Restricted Subsidiary) may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term A Loans (but not the Revolving Loans) and Other Applicable Indebtedness at such time); provided, that if no Term A Loans subject to such mandatory prepayment requirement are outstanding or will be outstanding after the application of such prepayment, then the Company may apply all such Net Cash Proceeds after the repayment of such Term A Loans to repay the Other Applicable Indebtedness; provided, further, that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term A Loans and Revolving Loans (in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or repaid with such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied as to prepay the Term A Loans and Revolving Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding).
(iii) Each prepayment of Loans pursuant to Section 2.04(b)(i) shall be applied, first, ratably to the Term A Facility Facilities (to the principal repayment of installments thereof on a pro rata basis) and any Other Applicable Indebtedness, and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) belowof this Section 2.04(b).
(iiiiv) Upon Each prepayment of Loans pursuant to Section 2.04(b)(ii) shall be applied, first, ratably, to the Term A FacilityFacilities (to the principal repayment of installments thereof on a pro rata basis) and any Extraordinary Receipt received by Other Applicable Indebtedness 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 Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swingline Loans or paid L/C Borrowings or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to or for the account such excess.
(vi) Prepayments of the Borrower or any Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swingline Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of its Subsidiaries, and not otherwise included in prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.05(b2.04(b), the amount remaining, if any, after the prepayment in full of all L/C 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 Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the 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 aggregate principal amount in excess of $3,000,000 during offer to purchase at par the term of this Agreementoutstanding 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 prepay an aggregate principal 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 equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower 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 notified by of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent on or prior 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 (the “Non-Waiving Lenders”), to prepay the Incremental Term Loans held by such Non-Waiving Lenders (which prepayment shall be applied to the date scheduled installments of receipt principal of such insurance proceeds, condemnation awards or indemnity paymentsthe Incremental Term Loans as specified by the Incremental Term Supplement), and so long as no Default shall (ii) in an amount equal to that portion of the Waivable Prepayment that otherwise would have occurred been payable to Incremental Term Lenders that are not Non-Waiving Lenders, to prepay the Term A Loans and be continuingRevolving Credit Loans, 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 prepayment shall be immediately further applied to the prepayment scheduled installments of principal of the Term A Loans and Revolving Credit Loans, as set forth applicable, in this accordance with Section 2.05(b)(v2.04(b)(iv).
Appears in 1 contract
Sources: Credit Agreement (AMC Networks Inc.)
Mandatory. (i) Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in clause (v) below).
(ii) If any Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section Sections 7.05(b), (c), (d), (e) or (ge)) which results in the realization by such Person of Net Cash Proceeds, the Borrower 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 clauses clause (vi) and (ixv) 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 Borrower Borrowers (as notified by the Borrower Agent 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, the Borrower Borrowers or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 270 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower Borrowers in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iiiii) Upon the incurrence or issuance by the either Borrower or any of its their respective Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrower 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 either Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (viv) below).
(iiiiv) Upon any Extraordinary Receipt received by or paid to or for the account of the either Borrower or any of its their Subsidiaries, and not otherwise included in clause (iii) or (iiiii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 10050% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses clause (vi) and (ixv) 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 applicable Borrower (as notified by the Borrower Agent 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 applicable Borrower or such Subsidiary may apply within 180 270 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)(v2.05(b)(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 principal repayment installments thereof in inverse order of maturity, second to the extent of any excess, to repay the Revolving Credit Loans (without a corresponding permanent reduction in the Revolving Credit Commitment), and third, to the extent of any excess, to reduce the outstanding principal balance of the Second Lien Term Loan as required pursuant to Section 2.05 of the Second Lien Credit Agreement. Notwithstanding the foregoing, regardless of whether there are amounts outstanding under the Revolving Credit Facility, each Term Lender having outstanding Term Loans may elect to decline its Applicable Percentage of any mandatory prepayment by notifying the Administrative Agent within three days of receipt of the notice of such prepayment. All mandatory prepayments declined in accordance with the foregoing shall be re-offered to those Term Lenders under this Agreement who have initially accepted such prepayment (such re-offer to be made to each such Term Lender based on the percentage which such Lender’s Term Loans represents of the aggregate Term Loans of all such Term Lenders who have initially accepted such prepayment). In the event of such a re-offer, the relevant Term Lenders may elect to decline, by notice to the Administrative Agent within two days of such re-offering, all of the amount of such prepayment that is re-offered to them, in which case the aggregate amount of the prepayment that would have been applied to prepay such Term Loans pursuant to such re-offer but was so declined shall be applied first to repay the Revolving Credit Loans (without a corresponding permanent reduction in the Revolving Credit Commitment), second to the extent of any excess, to reduce the outstanding principal balance of the Second Lien Term Loan as required pursuant to Section 2.05 of the Second Lien Credit Agreement, and third, to the extent of any remaining funds, to the Borrowers. Any Term Lender that does not promptly notify the Administrative Agent in accordance with the foregoing that it is declining a mandatory prepayment shall automatically be deemed to have accepted such prepayment and any re-offer in respect thereof.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the 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.
Appears in 1 contract
Sources: First Lien Credit Agreement (Prospect Medical Holdings Inc)
Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b7.05(a), (c), (d), (e) or (gb)) 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 immediately within five (5) Business Days upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) 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), such Net Cash Proceeds will be deposited in an account of a Loan Party with the Administrative Agent and, at the election of the Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 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); 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)(ii2.05(b)(i).
(ii) Upon the incurrence sale or issuance by the Borrower or any of its Subsidiaries of any Indebtedness of its Equity Interests (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03the issuance of common stock upon the exercise of stock options held by employees and directors of the Borrower), 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 clauses (vi) and (ix) 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 7.02), 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) and (ix) below).
(iv) Upon any Extraordinary Receipt above an aggregate amount of $1,500,000 during any fiscal year, received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (iii), (iii) or (iiiv) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately within five (5) Business Days upon receipt thereof by such Loan Party the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default or 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)(v).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loan 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 (ix) of this Section 2.05(b).
(vi) If as of the last day of any fiscal quarter the aggregate outstanding principal amount of the Revolving Credit Loans exceeds the Borrower’s Working Capital, the Borrower will within five (5) Business Days repay the Revolving Credit Notes, without penalty or premium (other than the amounts due under Section 2.4 or Section 2.5, if applicable), in an amount necessary to cause the outstanding principal amount of the Revolving Credit Loans not to exceed the Borrower’s Working Capital as of the last day of such fiscal quarter.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied to the outstanding Revolving Credit Loans and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (v) 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 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 Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the 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) The Borrower shall, on the 90th day following the end of each Fiscal Year, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to (x) 50% of the amount of Excess Cash Flow for such Fiscal Year or (y) 25% of the amount of Excess Cash Flow for such Fiscal Year if the Total Leverage Ratio for such Fiscal Year is less than or equal to 2.50 to 1.00.
(ii) (A) If Borrower any Loan Party or any of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(b5.02(e)(i), (cii), (div), (ev) or (gvi) and sales or issuances by the Parent of its Equity Interests referred to in clause (iii) below)) , which results result in the realization by such Person of Net Cash Proceeds, Proceeds received in excess of $1,500,000 in any Fiscal Year the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds immediately upon receipt thereof by such Person (Loan Party or such prepayments to be applied as set forth in clauses (vi) and (ix) below)Subsidiary; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.06(b)(ii), at the election option of the Borrower (as notified elected by the 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 365 days 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 Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii)2.06.
(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 7.03), 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 (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default 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)(v).
Appears in 1 contract
Sources: Credit Agreement (TLC Vision Corp)
Mandatory. (i) Within 90 days after each fiscal year end of the Company, to the extent the Consolidated Leverage Ratio at the end of such fiscal year was greater than 2.5 to 1.0, the Company shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 75% of Excess Cash Flow for such fiscal year over (B) the aggregate principal amount of Term B Loans prepaid pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in clauses (vi) and (xi) below).
(ii) If Borrower any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section Sections 7.05(b) - (j), (c), (d), (ewhich shall not be subject to the terms of this Section 2.05(b)(ii) or (gvii)) which results in the realization by such Person of Net Cash Proceeds, the Borrower 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 clauses (vi) and (ixxi) 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 Borrower Company (as notified by the Borrower Company to the Multicurrency Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 365 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower Company in writing to the Multicurrency Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iiiii) Upon the incurrence sale or issuance by the Borrower any Loan Party or any of its Subsidiaries of any Indebtedness of its Equity Interests (other than Indebtedness expressly permitted Excluded Issuances and any sales or issuances of Equity Interests to be incurred or issued pursuant to Section 7.03another Loan Party), the Borrower Company shall prepay an aggregate principal amount of Loans equal to 10050% 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 (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ixxi) below); provided that at any time the Consolidated Leverage Ratio, as of the fiscal quarter most recently ended prior to such issuance for which a Compliance [Published CUSIP Number: ____] Certificate has been delivered pursuant to Section 6.02(b), is less than 2.5 to 1.0, then such prepayment shall be equal to 25% of all Net Cash Proceeds received therefrom.
(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 Sections 7.02(a)-(l)), 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 such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (xi) below).
(v) 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 Company 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 (xi) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, or with respect to any tax refund, at the election of the Borrower Company (as notified by the Borrower Company to the Multicurrency Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards awards, indemnity payments or indemnity paymentstax refund), and so long as no Default shall have occurred and be continuing, the Borrower such Loan Party or such Subsidiary may apply apply, within 180 365 days after the receipt of receipt, (x) such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were receivedreceived or (y) apply such tax refund to tax liabilities of the Loan Parties and their Subsidiaries or reinvest such tax refund in operating assets; 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 Term B Facility and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Facility and in the manner set forth in clause (xi) of this Section 2.05(b).
(vii) Notwithstanding any of the other provisions of clause (ii) of this Section 2.05(b), so long as no Default shall have occurred and be continuing, a prepayment shall not be required under clause (ii) of this Section 2.05(b) (each an "Excluded Prepayment") (A) if the amount of such Excluded Prepayment is less than $1,000,000 and (B) to the extent the amount of all Excluded Prepayments does not exceed $5,000,000 in the aggregate. [Published CUSIP Number: ____]
(viii) If the Multicurrency Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the Revolving Facility then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations 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 Revolving Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(g)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Multicurrency Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.
(ix) If the Multicurrency Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Loans denominated in Foreign Currencies at such time exceeds the Foreign Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Revolving Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the Foreign Currency Sublimit then in effect.
(x) If the applicable Administrative Agent notifies the Company at any time that the Outstanding Amount of all Australian Credit Loan or Canadian Credit Loans at such time exceeds the Australian Facility or Canadian Facility, respectively, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Australian Revolving Loans and/or Canadian Revolving Loans, as applicable, in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to the applicable Facility.
(xi) 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 Loans (without a corresponding reduction to the Revolving Commitment to the extent the Consolidated Leverage Ratio after giving effect to such prepayment would be less than 2.00 to 1.00), and, third, with respect to prepayments pursuant to clause (viii) only, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving 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 L/C Borrowings, Swing Line Loans and Revolving Loans outstanding at such time may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the [Published CUSIP Number: ____] Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Invacare Corp)
Mandatory. (i) If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrowers shall immediately prepay 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 excess or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer.
(ii) Prepayments of the Revolving Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from 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 its Subsidiaries Disposes of any property the Borrower Group conveys, sells, leases (other than any Disposition of any property permitted by Section 7.05(bincluding via sublease), transfers or otherwise disposes of (c)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 (d)any such conveyance, sale, lease, transfer or other disposition described in clause (e1) or (g2), a “Specified Disposition”), then within ten (10) which results 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 realization by such Person case of Net Cash Proceedsa Specified Disposition described in clause (1) above, the Borrower Revolving Commitments shall prepay be permanently reduced in an aggregate principal amount of (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 Net Cash Proceeds immediately upon receipt thereof Specified Disposition received by such Person (such prepayments to be applied as set forth in clauses (vi) the Borrower Group and (ixy) below)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, however, provided that, solely with respect to any Net Cash Proceeds realized under a Specified Disposition described in this Section 2.05(b)(i)clause (2) above, at the election of the Borrower Borrowers (as notified by the Borrower Borrowers to the Administrative Agent on or prior to within ten Business Days following the date of receipt of such Net Available Proceeds of such Specified Disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary Group may retain and reinvest all or any portion of such Net Cash Available Proceeds in an aggregate amount not 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 exceed $3,000,000 during use such Net Available Proceeds before the term expiration of this Agreement the 365-day period referred to in operating assets so long as, in each casepreceding clause (i), within 180 days after the receipt end of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent)365-day period; and provided further, however, that any Net Cash Available Proceeds not subject to such definitive agreement 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 2.05(b)(ii2.04(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.
(iiiv) Upon Within ten days after the incurrence or issuance receipt by the any Borrower or any of its Subsidiaries Restricted Subsidiary of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03)Net Available Proceeds from any Debt Issuance, the Borrower Revolving Commitments shall prepay be permanently reduced in an aggregate principal amount of (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 Net Cash Proceeds received therefrom immediately upon receipt thereof by of its pro rata share of any mandatory prepayment of Revolving Loans (and, in the Borrower or such Subsidiary 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 prepayments to be applied as set forth in clause (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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreementdeclined amounts, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof “Declined Proceeds”) by such Loan Party or such Subsidiary providing written notice (such prepayments to be applied as set forth in clauses (vieach, a “Rejection Notice”) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent and the Company no later than 5:00 p.m. (New York City time) on or prior to the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such insurance proceedsmandatory 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, condemnation awards or indemnity paymentsany 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), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt a permanent reduction of such cash proceeds its Revolving Commitment) 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 Lender is otherwise entitled. Any Declined Proceeds remaining thereafter shall be immediately applied to retained by the prepayment of the Loans as set forth in this Section 2.05(b)(v)Company.
Appears in 1 contract
Mandatory. (i) If Borrower the Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any Disposition deemed to have resulted from a redesignation of any property permitted by a Restricted Subsidiary as an Unrestricted Subsidiary under Section 7.05(b7.08(c), (c), (d), (e) or (g)B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Borrower Company shall prepay 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 clauses (vi) and (ix) below), exceeds $75,000,000; provided, however, 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 Borrower Company (as notified by the Borrower Company to the Administrative Agent on or prior to the date receipt of such DispositionNet Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, the Borrower Company or such Restricted Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 365 days after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (as certified by the Borrower 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 of the Loans as set forth in this Section 2.05(b)(ii2.04(b)(i).
(ii) Upon the incurrence or issuance by the Borrower Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.12), the Borrower 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 Borrower Company or such Subsidiary Restricted Subsidiary.
(such prepayments iii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) shall be applied applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis (except as otherwise provided in clause (vii) of this Section 2.04(b)) and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) belowof this Section 2.04(b).
(iiiiv) Upon Notwithstanding any Extraordinary Receipt received by or paid to or for the account of the Borrower or any other provisions of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b2.04(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the Borrower or aggregate amount of Net Cash Proceeds required by such Subsidiary may apply within 180 days after the receipt of such cash proceeds clause 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 prepay Loans on such date is less than or equal to $75,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of the Loans as set forth in this Section 2.05(b)(v).Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this
Appears in 1 contract
Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b▇▇▇▇▇▇▇ ▇.▇▇(▇), (c▇), (d▇), (e▇), (▇), (▇), (▇), (▇), (▇), (▇) or (gl)) or any Casualty Event occurs, which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term 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 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 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 (iii) and subject to clauses (viiv) and (ixv) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary (x) may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during assets that are used or useful in the term business of this Agreement in operating assets the Borrower and its Subsidiaries so long as, in each case, as within 180 days 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 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 next 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 writing to accordance with the Administrative Agentimmediately preceding clause (x) or (y); and provided provided, further, however, that any Net Cash Proceeds not subject to such definitive agreement so applied in accordance with clause (x) or so reinvested (y) of the immediately preceding proviso shall be immediately promptly, but in any event within five Business Days after the end of the applicable reinvestment period, applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii2.05(b)(i).
(ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness x) not expressly permitted to be incurred or issued pursuant to Section 7.03)7.02 or (y) that constitutes Refinancing Commitments, Refinancing Loans or Refinancing Equivalent Debt, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon promptly, but in any event within five Business Days, after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (viiii) below and subject to clause (iv) below).
(iii) Upon Except as expressly provided in the proviso to this sentence, each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied ratably to the Term Loans then outstanding (other than any Extraordinary Receipt received such prepayment pursuant to Section 2.05(b)(ii)(y), which shall be applied to the then applicable Term Loans that were the subject of such Refinancing Commitments, Refinancing Loans or Refinancing Equivalent Debt, as applicable) and to the principal repayment installments thereof as directed by the Borrower; provided, however, that, at the Borrower’s election, the Net Cash Proceeds of any Disposition by, or paid Casualty Event involving, a Foreign Subsidiary that are required to or for be used to prepay the account term loans pursuant to Section 2.05(b)(i) may be applied ratably to the Term A-1 Loans and the Term A-2 Loans then outstanding before being applied to the Term B Loans.
(iv) Notwithstanding any of the Borrower or any other provisions of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default under Section 8.01(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 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 Loans exceeds $1,000,000, in which case the prepayment amount shall be such Subsidiary excess over $1,000,000. During such deferral period the Borrower may apply within 180 days 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 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 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 or, in the case of a prepayment of the Term A-1 Loans or the Term A-2 Loans after the receipt consummation of the Term Loan A Assumption, the Netherlands, the portion of such cash proceeds Net Cash Proceeds so affected will not be required to replace be applied to prepay Term Loans at the time provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local Law will not permit repatriation to the United States or repair the equipmentNetherlands, fixed assets as applicable (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local Law, such repatriation will be promptly effected and an amount equal to such repatriated Net Cash Proceeds will be promptly (and in event not later than two (2) Business Days after such repatriation) applied (net of additional taxes payable or 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 reserved against as a result thereof) to the prepayment of the Term Loans as set forth in pursuant to this Section 2.05(b)(v2.05(b) to the extent otherwise provided herein and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event would have a material adverse tax consequence with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary.
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, L/C Borrowings and Swing Line Loans and/or Cash Collateralize such L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to clause (vi) of this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. 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) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) [Intentionally Deleted].
(ii) If Borrower any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b▇▇▇▇▇▇▇ ▇.▇▇(▇), (c▇), (d▇), (e▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (gs)) ), 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 immediately upon on or prior to the date that is five Business Days after the date of receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) 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 Borrower (as notified by the 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest (or commit to reinvest) all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long asas within 365 days (or, in each casethe case of a commitment to reinvest, within 180 90 days after such 365 days) after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided provided, further, however, that any Net Cash Proceeds not subject to such definitive agreement commitment to reinvest or so reinvested shall be immediately promptly applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). Notwithstanding the foregoing, at least 50% of the Net Cash Proceeds from a Disposition of property under Section 7.05(g) shall be applied to prepay Loans in accordance with this Section 2.05(b)(ii) without any reinvestment rights.
(iiiii) [Intentionally Deleted].
(iv) Upon the incurrence or issuance by the Borrower any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon on or before the date that is five Business Days after receipt thereof by the Borrower such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause clauses (vivii) and (x) below).
(iiiv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower any Loan Party or any of its Subsidiaries, and not otherwise included in clause (iii) or (iiiv) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon on or before the date that is five 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 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 Event of Default shall have occurred and be continuing, the Borrower such Loan Party or such Subsidiary may apply within 180 365 days (or, in the case of any commitment to apply such proceeds, 90 days after such 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 promptly 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 Term A Facility and ratably across the applicable scheduled installments set forth in clause (a) of Section 2.07 and, second, to each Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.05(b).
(vii) Notwithstanding any of the other provisions of clause (ii), (iv) or (v) 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), (iv) or (v) 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 $2,500,000, 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 (ii), (iv) or (v) of this Section 2.05(b) to be applied to prepay Loans exceeds $10,000,000. 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 promptly 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 (viii)) but which have not previously been so applied.
(viii) If for any reason the Total U.S. Revolving Credit Outstandings at any time exceed the U.S. Revolving Credit Facility at such time, the Borrower shall promptly prepay U.S. Revolving Credit Loans, U.S. Swing Line Loans and U.S. L/C Borrowings and/or Cash Collateralize the U.S. L/C Obligations (other than the U.S. L/C Borrowings) in an aggregate amount equal to such excess; provided, that the Borrower shall not be required to Cash Collateralize the U.S. L/C Obligations pursuant to this Section 2.05(b)(viii) unless after the prepayment in full of the U.S. Revolving Credit Loans and U.S. Swing Line Loans such Total U.S. Revolving Credit Outstandings exceeds the U.S. Revolving Credit Facility then in effect.
(ix) Prepayments of the Revolving Credit Facilities made pursuant to this Section 2.05(b), first, shall be applied ratably to the U.S. L/C Borrowings and the U.S. Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining U.S. L/C Obligations; and, in the case of prepayments of the Revolving Credit Facilities required pursuant to clause (ii), (iv) or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all U.S. L/C Borrowings, U.S. Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining U.S. L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any U.S. 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 U.S. L/C Issuer or the U.S. Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Green Mountain Coffee Roasters Inc)
Mandatory. (i) Commencing with the fiscal year ending December 31, 2013, within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall prepay an aggregate principal amount of Loans equal to the positive amount (if any) rounded down to an integral of $100,000 of (A) 50% of Excess Cash Flow for the fiscal year covered by such financial statements minus (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.04(a)(i) during such period (such prepayments to be applied as set forth in clauses (v) and (viii) below).
(ii) If Borrower any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by pursuant to Section 7.05(b7.05(g), (c), (d), (e) or (g)) 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 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 clauses (viv) and (ixviii) 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 Borrower (as notified by the Borrower 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets (including, without limitation, Monitoring Contracts) so long as, in each case, as within 180 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)consummated; 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)(ii2.04(b)(ii).
(iiiii) Upon the incurrence or issuance by the Borrower any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), 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 such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause clauses (viv) and (viii) below).
(iiiiv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower any Loan Party or any of its Subsidiaries, and not otherwise included in clause (iii) or and (iiiii) of this Section 2.05(b2.04(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon no later than the second Business Day following the receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (viv) and (ixviii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity paymentsthat, 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)Borrower, and so long as no Default shall have occurred and be continuing, the Borrower such Loan Party or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v2.04(b)(iv).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) shall be applied, first, to the Term Facility and to the principal repayment installments thereof on a pro-rata basis and second, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.04(b).
(vi) Notwithstanding any of the other provisions of clause (ii), (iii) or (iv) of this Section 2.04(b), so long as no 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 2.04(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 clause (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 (vi)) but which have not previously been so applied.
(vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility 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; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b)(vii) unless after the prepayment in full of the Revolving Credit Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility then in effect.
(viii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, following the occurrence and during the continuation of an Event of Default, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and any required Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) [Reserved];
(ii) If Borrower any Loan Party or any of its Subsidiaries Disposes of any property pursuant to Section 7.05(f) or (other than any Disposition of any property p) or pursuant to a transaction not otherwise permitted by Section 7.05(b), (c), (d), (e) or (g)) 7.05 which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $1,000,000 in any fiscal year, the Borrower 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 clauses (vi) 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 Borrower Borrowers (as notified by the Borrower 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 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), such purchase shall have been consummated (as certified by the Borrower Borrowers in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). AmericasActive:16021031.13
(iii) [Intentionally Omitted].
(iiiv) Upon the incurrence or issuance by the Borrower any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrower 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 Borrower such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause clauses (vi) and (ix) below).
(iiiv) Upon any Extraordinary Casualty/Condemnation Receipt received by or paid to or for the account of the Borrower any Loan Party or any of its Subsidiaries, and not otherwise included in clause (iii), (iii) or (iiiv) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds in excess of $1,000,000 in any fiscal year received therefrom immediately upon 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 insurance, condemnation awards (or payments in lieu thereof) or indemnity paymentsa Casualty/Condemnation Receipt, at the election of the Borrower Borrowers (as notified by the Borrower Borrowers to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity paymentsNet Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Borrower 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 may apply 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 180 two hundred seventy (270) days after the receipt of such cash proceeds Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to replace or repair so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the equipment, fixed assets or real property in respect expiration of which such cash proceeds were receivedtwo 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 AmericasActive:16021031.13 local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law, an amount equal to such Net Cash Proceeds will be promptly (and in any event not later than two (2) Business Days after such repatriation) be offered to be applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the 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 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).
(viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the 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.
(ix) 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 (without a corresponding reduction of the Revolving Credit Commitments), and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the 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 Borrower or any of its Subsidiaries Disposes In the event of any property Disposition (other than any Disposition whether voluntary or involuntary) of any property permitted by Section 7.05(b), (c), (d), (e) or (g)) which results in the realization by such Person Property of Net Cash Proceeds, 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 clauses (vi) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); 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)(ii).
(ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly as permitted to be incurred or issued pursuant to Section 7.03)7.12(a) or (c) or involving any portion of the Trinidad Interest) that results in Net Cash Proceeds in excess of $1,000,000 in the aggregate, (x) the Borrower shall prepay an aggregate principal amount promptly notify the Investors of Loans equal such proposed Disposition, (y) prior to 100% of all Net Cash Proceeds received therefrom immediately upon the Priority Date, promptly on receipt thereof by the Borrower or its Subsidiary of such Subsidiary Net Cash Proceeds in excess of $1,000,000 in the aggregate, remit such funds to the ▇▇▇▇▇▇ DIP Agent for application (such prepayments or to be applied held as set forth cash collateral) to the Pre-Petition Obligations and the obligations under the ▇▇▇▇▇▇ DIP Loan Documents in clause accordance with the provisions of the ▇▇▇▇▇▇ DIP Loan Agreement and the ▇▇▇▇▇▇ Financing Order and (viz) belowthereafter any such remaining Net Cash Proceeds in excess of $1,000,000 in the aggregate shall be remitted to the Investors for application to the Term Loan Obligations in accordance with Section 3.5(b).
(ii) In the event of any Disposition (whether voluntary or involuntary) of any portion of the Trinidad Interest, but which does not constitute a Trinidad Sale, (x) the Borrower shall promptly notify the Investors of such proposed Disposition and (y) upon the consummation thereof, at the direction of the Required Investors, cause all proceeds thereof to be retained by the Trinidad Parties, used to repay the Ex-Im Bank Indebtedness or remitted to the Investors for application to the Term Loan Obligations in accordance with Section 3.5(b).
(iii) Upon In the event of any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its SubsidiariesTrinidad Sale, and not otherwise included in clause (ix) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount give the Investors at least ten Business Days' prior notice of Loans equal to 100% its entering into any agreement therefor; it being agreed that the Borrower shall comply with Section 7.28 hereof and (y) upon the consummation of such Trinidad Sale, all such Net Cash Proceeds received therefrom shall immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments be remitted to the Investors, to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower Investors to the Administrative Agent on or prior to Terms Loan Obligations (including the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property lost opportunity commitment fee referenced 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 Section 3.3) in this accordance with Section 2.05(b)(v)3.5(b) hereof.
Appears in 1 contract
Sources: Supplemental Post Petition Credit Agreement (Mississippi Chemical Corp /MS/)
Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted (x) by Section 7.05(bSections 7.05(a), (b), (c), (d), (eo), (p) or (gq) and/or (y) by ▇▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (r) only to the extent the fair market value of all Dispositions pursuant to these Sections in this clause (y) is less than $75,000,000 in the aggregate) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans the Loan 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 (vi) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); 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)(ii)Person.
(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 7.037.02), the Borrower shall prepay an aggregate principal amount of Loans Loan 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 (vi) below)Subsidiary.
(iii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b2.02(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after Subsidiary. If the receipt Borrower prepays the Loan, in whole or in part under this Section 2.02(b) at any time before the Bridge Date, the Borrower shall pay a premium with respect to each such prepayment in the amount of such cash proceeds to replace or repair 3.5% of the equipment, fixed assets or real property amount so prepaid. Nothing in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied this section 2.02(b) shall be immediately applied deemed to the require a mandatory prepayment of any amounts or property received by the Loans as set forth Borrower upon the sale of any Equity Interest in this Section 2.05(b)(v)the Borrower.
Appears in 1 contract
Mandatory. (i) If Borrower any Loan Party or any of its Domestic Subsidiaries Disposes of any property (other than any Disposition of any property permitted by pursuant to Section 7.05(b), (c), (d), (e) or (g)7.05(l) which results in the realization by such Person of Net Cash Proceeds, the Borrower 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 clauses (viv) and (ixviii) 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 Borrower Borrowers (as notified by the 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during assets used or useful in the term business of this Agreement in operating assets the Loan Parties so long as, in each case, as within 180 365 days 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 Lead Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii2.05(b)(i).
(ii) [Intentionally Omitted].
(iii) Upon the incurrence or issuance by the Borrower Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrower Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within three (3) Business Days of receipt thereof by the Borrower Holdings or such Subsidiary (such prepayments to be applied as set forth in clause clauses (viv) and (viii) below).
(iiiiv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower any Loan Party or any of its Domestic Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon 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 (viv) and (ixviii) below); provided, however, that with respect to any proceeds of insurance, insurance or condemnation awards (or payments in lieu thereof) or indemnity payments), at the election of the Borrower Borrowers (as notified by the Lead Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, proceeds or condemnation awards or indemnity paymentsawards), and so long as no Default shall have occurred and be continuing, the Borrower such Loan Party or such Subsidiary may apply within 180 365 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 receivedreceived 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)(v2.05(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 Revolving Credit Facility at such time, in either such case, the 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.
(viii) 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, 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, 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 Borrowers for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(ii) and Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the 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 the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property in a transaction permitted by under Section 7.05(b), (c), (d), (e7.05(f) or (g)) which results in the realization by such Person of and realizes Net Cash ProceedsProceeds in excess of $10,000,000 in any fiscal year, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds immediately upon within five Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clauses (viv) and (ixvii) below); provided, however, that, that with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(iproceeds from the sale of the Rainbow Casino (whether constituting the assets thereof or the capital stock of the Person that operates the casino), at the election of the Borrower (as notified by the Borrower 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, apply within 180 360 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by cash proceeds to invest in assets useful to the conduct of the business of the Borrower in writing to the Administrative Agent)and its Subsidiaries; and provided furtherprovided, further however, that for the purposes of this Section, the amount of any Net Cash Proceeds not subject to received in any such definitive agreement or so reinvested Disposition shall be immediately applied to calculated as the prepayment sum of the portion of such Subsidiary owned, directly or indirectly, by the Borrower multiplied by the total amount of such Net Cash Proceeds received in such transaction.
(ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party, to a wholly-owned Subsidiary of a Loan Party or to any director, officer, employee, consultant or advisor of the Borrower or any Subsidiary thereof), 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 this Section 2.05(b)(iiclauses (v) and (vii) 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 7.037.02), 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 clause clauses (viv) and (vii) below).
(iiiiv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (i), (ii) or (iiiii) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (viv) and (ixvii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v2.05(b)(iv); and provided, further, however, that for the purposes of this Section, the amount of any Extraordinary Receipt received by or paid to or for the account of any non-wholly-owned Subsidiary of the Borrower shall be calculated as the sum of the portion of such Subsidiary owned, directly or indirectly, by the Borrower multiplied by the total amount of such Extraordinary Receipt.
(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 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).
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(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 to the extent an Event of Default shall have occurred and be continuing, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii) or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and, if so required, 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 Borrower for use in the ordinary course of its business and for other purposes not prohibited hereby. 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.
Appears in 1 contract
Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b7.05 (a), (b), (c), (d), (e), (h) or (gm)) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (ixv) below), without a corresponding permanent reduction in Commitments; 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets or to make any Permitted Acquisition so long as, in each case, as within 180 270 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); 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)(ii)2.05(b)(i) at the end of such 270 day period.
(ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any senior secured Indebtedness (other than senior secured Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03)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 clause (viv) below), with a corresponding permanent reduction in Commitments.
(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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses clause (vi) and (ixv) below), without a corresponding permanent reduction in Commitments; 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 cash proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 270 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, reinvest in other operating assets or make any Permitted Acquisition; 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)(iii) at the end of such 270 day period.
(iv) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations 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 Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(g)(ii), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.
(v) Prepayments of the 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 (ii) above, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the 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, Swing Line Loans and Revolving Credit Loans outstanding at such time and, in the case of clause (ii) above, the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held in the Cash Collateral Account 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 Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Patriot Coal CORP)
Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b7.05(a), (c), (d), (e) or (gb)) 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 immediately within five (5) Business Days upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) 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), such Net Cash Proceeds will be deposited in an account of a Loan Party with the Administrative Agent and, at the election of the Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 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); 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)(ii).
(ii) Upon the incurrence sale or issuance by the Borrower or any of its Subsidiaries of any Indebtedness of its Equity Interests (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03the issuance of common stock upon the exercise of stock options held by employees and directors of the Borrower), 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 clauses (vi) and (ix) 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 7.02), 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) and (ix) below).
(iv) Upon any Extraordinary Receipt above an aggregate amount of $1,500,000 during any fiscal year, received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (iii), (iii) or (iiiv) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately within five (5) Business Days upon receipt thereof by such Loan Party the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default or 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)(v).
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, ratably to each of the Term Facility and the Amortizing Revolver Borrowings 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 (ix) of this Section 2.05(b).
(vi) If as of the last day of any fiscal quarter the aggregate outstanding principal amount of the Revolving Credit Loans, excluding the aggregate outstanding principal amount of the Amortizing Revolver Borrowings, exceeds the Borrower’s Working Capital, the Borrower will within five (5) Business Days repay the Revolving Credit Notes, without penalty or premium (other than the amounts due under Section 2.4 or Section 2.5, if applicable), in an amount necessary to cause the outstanding principal amount of the Revolving Credit Loans, excluding the aggregate outstanding principal amount of the Amortizing Revolver Borrowings, not to exceed the Borrower’s Working Capital as of the last day of such fiscal quarter.
Appears in 1 contract
Mandatory. (i) If Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e) or (g)) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, within 180 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); 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)(ii).
(ii) 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 7.037.03 (except Credit Agreement Refinancing Indebtedness)), the Borrower shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Loans Pro Rata Obligations equal to 100% of the gross cash proceeds received by the Borrower or any of its Restricted Subsidiaries from any such Indebtedness less all Net Cash Proceeds received therefrom immediately upon reasonable and customary out-of-pocket legal, underwriting and other fees, costs and expenses incurred or reasonably anticipated to be incurred within 90 days thereof in connection therewith, within one Business Day following receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (vior Cash Collateralization) 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), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (viiii) and (ixv) below); provided.
(ii) [reserved];
(iii) Subject to the next sentence, howevereach prepayment (or Cash Collateralization, that as applicable) of Pro Rata Obligations pursuant to this Section 2.05(b) shall be applied, first, to the Term Loans held by all Term Lenders in accordance with their Applicable Percentages (allocated pro rata as among the Term Loans and to each Term Lender on a pro rata basis in accordance with the principal amount of the applicable Term Loans held thereby and to scheduled amortization payments in direct order of maturity), second, any excess after the application of such proceeds in accordance with clause first above, to the Revolving Credit Facility in the manner set forth in clause (v) of this Section 2.05(b) and third, any excess after the application of such proceeds in accordance with clauses first and second above may be retained by the Borrower. Except with respect to Term Loans incurred in connection with any proceeds Refinancing Amendment or any Joinder Agreement (which, in each case, may be prepaid on a less than pro rata basis if expressly provided for in such Refinancing Amendment or Joinder Agreement), each prepayment pursuant to this Section 2.05(b) shall be applied ratably to each Class of insuranceLoans then outstanding entitled to payment pursuant to the prior sentence (provided that any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt). Any prepayment of a Loan pursuant to this Section 2.05(b) shall be accompanied by all accrued interest on the amount prepaid, condemnation awards together with any additional amounts required pursuant to Section 3.05.
(or payments iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Commitments at such time (including, for the avoidance of doubt, as a result of the termination of any Class of Commitments on the Maturity Date with respect thereto), the 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 lieu an aggregate amount equal to 105% of the face amount thereof) or indemnity paymentsin an aggregate amount sufficient to reduce the Total Revolving Credit Outstandings to the aggregate Revolving Credit Commitments. If for any reason the Outstanding Amount of L/C Obligations at any time exceed the Letter of Credit Sublimit at such time, the Borrower shall immediately prepay L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the Outstanding Amount of L/C Obligations to the Letter of Credit Sublimit. If for any reason the Outstanding Amount of Swing Line Loans at any time exceeds the election Swing Line Sublimit at such time, the Borrower shall immediately prepay Swing Line Loans in an aggregate amount sufficient to reduce the Outstanding Amount of Swing Line Loans to the Swing Line Sublimit.
(v) Prepayments of the Revolving Credit Facilities 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 held by all Revolving Credit Lenders in accordance with their Applicable Revolving Credit Percentages, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower (or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as notified applicable. Prepayments of the Revolving Credit Facilities made pursuant to this Section 2.05(b) shall be applied ratably to the outstanding Revolving Credit Loans. Amounts to be applied pursuant to this Section 2.05(b) to the mandatory prepayment of Term Loans and Revolving Credit Loans shall be applied, as applicable, first to reduce outstanding Base Rate Loans and any amounts remaining after such application shall be applied as directed by the Borrower to prepay Eurodollar Rate Loans, RFR Loans or CDOR Rate Loans.
(vi) In the event that there are any Term Loans outstanding, each Term Lender may elect, by notice to the Administrative Agent on at or prior to the date time and in the manner specified by the Administrative Agent, prior to any prepayment of receipt of such insurance Term Loans required to be made by the Borrower pursuant to any mandatory prepayment provisions relating to asset sale proceeds, excess cash flow, insurance proceeds or condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(vany Joinder Agreement pursuant to which any Incremental Term Loan Commitments are established or any Incremental Term Loans are made), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”). Any Term Lender declining such prepayment shall give written notice thereof to the Administrative Agent by 11:00 a.m. no later than one (1) Business Day after the date of such notice from the Administrative Agent. If a Lender fails to deliver a notice of election declining receipt of its Applicable Percentage of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage of the total amount of such mandatory prepayment of Term Loans.
Appears in 1 contract
Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b7.04(a), (b), (c), (d), (e), (f), (h), (i) or and (g)j) 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 immediately upon within three Business Days after receipt thereof by such Person (such prepayments to be applied as set forth in clauses clause (vi) and (ixiv) 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 Borrower (as notified by the 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, the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated, or the Borrowers or such Subsidiary shall have committed to such purchase in writing (and the resulting purchase is consummated within 270 days after receipt of such Net Cash Proceeds) (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive written agreement or so reinvested shall be immediately applied to the prepayment 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)(ii2.05(b)(i).
(ii) Upon the incurrence sale or issuance by the Borrower or of any of its Subsidiaries of any Indebtedness Equity Interests (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03Excluded Equity Issuances), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon within three Business Days after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (viiv) below).
(iii) Upon any Extraordinary Receipt received the incurrence or issuance by or paid to or for the account of the Borrower or of any of its Subsidiaries, and not otherwise included in clause Indebtedness (i) or (ii) of this Section 2.05(bother than Excluded Debt Issuances), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon within three Business Days after receipt thereof by such Loan Party or such Subsidiary the Borrower (such prepayments to be applied as set forth in clauses clause (vi) and (ixiv) below); provided, however, that with respect to any proceeds .
(iv) Each prepayment of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower Loans pursuant to the Administrative Agent on or prior to the date foregoing provisions of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied this Section 2.05(b) shall be immediately applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each mandatory prepayment of Loans shall be applied to the Loans as set forth in this Section 2.05(b)(v)remaining Scheduled Term Loan Installments on a pro rata basis.
Appears in 1 contract
Sources: Credit Agreement (DPL Inc)
Mandatory. (i) [Intentionally Omitted].
(ii) If Borrower any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e) or (g)7.05) 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 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (ix) below); 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 Borrower (as notified by the 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 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); and provided further, however, providedfurther that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be applied immediately applied following such 180-day period to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iiiii) Upon the incurrence sale or issuance by the Borrower any Loan Party or any of its Subsidiaries of any Indebtedness of its Equity Interests (other than Indebtedness expressly permitted Excluded Issuances and any sales or issuances of Equity Interests to be incurred or issued pursuant to Section 7.03another 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 the Borrower such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause clauses (vi) and (ix) below).
(iiiiv) Upon the incurrence or issuance by any Extraordinary Receipt received by or paid to or for the account of the Borrower Loan Party or any of its Subsidiaries, and not otherwise included in clause Subsidiaries of any Indebtedness (i) other than Indebtedness expressly permitted to be incurred or (ii) of this issued pursuant to Section 2.05(b7.02), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all 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 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 (vi) and (ix) below); provided, however, provided that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower such Loan Party or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, providedfurther that any cash proceeds not so applied shall be applied immediately applied following such 180-day period 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 Term Loan 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 (ix) of this Section 2.05(b).
(vii) [Intentionally Omitted].
(viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the 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.
(ix) 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 to the extent so required at such time pursuant to Section 2.03(g); 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 L/C 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 Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) [Reserved];
(ii) If Borrower any Loan Party or any of its Subsidiaries Disposes of any property pursuant to Section 7.05(f) or (other than any Disposition of any property p) or pursuant to a transaction not otherwise permitted by Section 7.05(b), (c), (d), (e) or (g)) 7.05 which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $1,000,000 in any fiscal year, the Borrower 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 clauses (vi) 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 Borrower Borrowers (as notified by the Borrower 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, the Borrower such Loan Party or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as, in each case, as within 180 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), such purchase shall have been consummated (as certified by the Borrower Borrowers in writing to the Administrative 66 Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iiiii) [Intentionally Omitted].
(iv) Upon the incurrence or issuance by the Borrower any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrower 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 Borrower such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause clauses (vi) and (ix) below).
(iiiv) Upon any Extraordinary Casualty/Condemnation Receipt received by or paid to or for the account of the Borrower any Loan Party or any of its Subsidiaries, and not otherwise included in clause (iii), (iii) or (iiiv) of this Section 2.05(b), in an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds in excess of $1,000,000 in any fiscal year received therefrom immediately upon 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 insurance, condemnation awards (or payments in lieu thereof) or indemnity paymentsa Casualty/Condemnation Receipt, at the election of the Borrower Borrowers (as notified by the Borrower Borrowers to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity paymentsNet Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Borrower 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 may apply 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 180 two hundred seventy (270) days after the receipt of such cash proceeds Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to replace or repair so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the equipment, fixed assets or real property in respect expiration of which such cash proceeds were receivedtwo 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 Revolving Credit Facility at such time, the 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.
(ix) 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 (without a corresponding reduction of the Revolving Credit Commitments), and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the 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).
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