Reinvestment Rights. Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party in connection with a Disposition or the receipt of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(v) or 2.05(c)(vii), as the case may be, up to $5,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions (except that the foregoing limitation shall not apply to proceeds received from the Disposition of obsolete, worn out or surplus equipment in the ordinary course pursuant to Section 7.02(c)(ii)(B) hereof) (collectively, the “Reinvestment Eligible Funds”) shall not be required to be so used to prepay the Obligations to the extent that such Reinvestment Eligible Funds are used to purchase, replace, repair, restore or otherwise acquire properties or assets used in such Person’s business, provided that, (i) no Default or Event of Default has occurred and is continuing on the date such Person receives such Reinvestment Eligible Funds, (ii) the Administrative Borrower delivers a certificate to the Administrative Agent pursuant to Section 7.01(a)(iv), (iii) such Reinvestment Eligible Funds are deposited in a Cash Management Account, and (iv) upon the earlier of (a) the expiration of 180-day period following the receipt of such Reinvestment Eligible Funds or (b) the occurrence of a Default or an Event of Default, such Reinvestment Eligible Funds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(v) or Section 2.05(c)(vii) as applicable.
Reinvestment Rights. Notwithstanding anything to the contrary in Section 2.12 and this Section 2.13, the Borrowers shall not be required to prepay proceeds received pursuant to Section 2.12(a) or Section 2.12(b) as long as such proceeds are not distributed to Sponsor or the Pledgors as a Restricted Payment and such proceeds are (x) used to purchase additional operating, construction, or development stage Energy Projects to the extent owned by a Restricted Operating Company Subsidiary immediately following such purchase, (y) used to expand existing Energy Projects owned by Restricted Operating Company Subsidiaries or (z) otherwise reinvested in assets accretive to the credit profile of the Borrowers, in each case within 12 months (or 18 months if a binding commitment with respect to such reinvestment is executed during such 12 month period) of receipt of such proceeds.
Reinvestment Rights. Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party in connection with a Disposition or the receipt of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.17(c)(v) or 2.17(c)(vii), (collectively, the “Reinvestment Eligible Funds”) shall not be required to be so used to prepay the Obligations to the extent that such Reinvestment Eligible Funds are used to purchase, replace, repair, restore or otherwise acquire properties or assets used in such Person’s business, provided that, (i) no Default or Event of Default has occurred and is continuing on the date such Person receives such Reinvestment Eligible Funds, (ii) the Administrative Borrower delivers a certificate to the Administrative Agent pursuant to Section 7.01(a)(iv) [Reporting Requirements], (iii) such Reinvestment Eligible Funds are deposited in a Cash Management Account, and (iv) upon the earlier of (a) the expiration of 180-day period following the receipt of such Reinvestment Eligible Funds or (b) the occurrence of a Default or an Event of Default, such Reinvestment Eligible Funds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.17(c)(v) or Section 2.17(c)(vii) as applicable.
Reinvestment Rights. With respect to any Net Proceeds realized or received with respect to any Disposition or any Casualty Event that, in either case, is subject to the application of the foregoing provisions of Section 2.05(b)(ii), at the option of the Borrower, the Borrower may (in lieu of making a prepayment pursuant to the foregoing provisions) elect to reinvest (directly, or through one or more of its Restricted Subsidiaries) an amount equal to all or any portion of such Net Proceeds in assets used or useful for the business of the Borrower and its Restricted Subsidiaries (1) within 18 months following receipt of such Net Proceeds or (2) if the Borrower or any of its Restricted Subsidiaries enters into a legally binding commitment to reinvest such Net Proceeds within 18 months following receipt of such Net Proceeds, no later than one hundred and eighty (180) days after the end of such 18 month period; provided that if any portion of such amount is not reinvested at such time, subject to clauses (b)(ix) and (b)(x) above, an amount equal to 100% of such Net Proceeds shall be applied within five Business Days thereof as provided above.
Reinvestment Rights. On any Collateral Disposition Date, the Borrower shall be entitled to deposit any amounts which it would have been required to prepay pursuant to Section 2.10(b)(iv) on such Collateral Disposition Date in a cash collateral account (each, a “Cash Collateral Account”) with the Collateral Agent, which account shall be subject to an account pledge agreement on terms substantially similar to those set forth in the Pledge Agreement and subject to a control agreement which shall be a “blocked” control agreement. Within 360 days after a Collateral Disposition Date (the “Reinvestment Period”), the Borrower will be entitled to use the funds on deposit in the Cash Collateral Account in connection with any Permitted Collateral Vessel Acquisition, provided that the Borrower is in compliance with paragraphs (i) and (iv) of the definition of “Permitted Collateral Vessel Acquisition” as of the date of any use of the funds in the Cash Collateral Account, provided further that the last day of the Reinvestment Period for the funds in the Cash Collateral Account in connection with the Collateral Disposition of the Collateral Vessel “Genco Provence” shall be extended to October 28, 2023. Any funds in the account after the Reinvestment Period for any Collateral Disposition will be applied as a prepayment of the Credit Facilities pursuant to Section 2.10(d).”.
Reinvestment Rights. Upon the receipt of Net Cash Proceeds in respect of a Casualty Event or Event of Eminent Domain, so long as no Default or Event of Default shall have occurred and be continuing, the Borrowers shall have the option, directly or through one or more Subsidiaries, not to apply all or a portion of such Net Cash Proceeds to prepay the Loans in accordance with Section 2.04(b)(iii), but to invest such Net Cash Proceeds not so applied to prepay the Loans in the maintenance, replacement or repairs of any damaged Oil and Gas Properties or associated property (or, to the extent otherwise permitted hereunder, in the acquisition or development of Oil and Gas Properties) within 180 days of the occurrence of such Casualty Event or Event of Eminent Domain (provided that the execution of a binding contract for the investment of such Net Cash Proceeds in the acquisition or development of Oil and Gas Properties during such period shall be deemed to be an investment thereof so long as the amounts owed under such Senior Secured Term Loan Credit Agreement among Kosmos Energy LTD., Kosmos Energy GOM Holdings, LLC, Kosmos Energy Gulf of Mexico Operations, LLC, the other Guarantors party hereto, the Initial Lenders, and CLMG Corp. dated as of September 30, 2020 Page 47 of 146 US 7362483v.35 binding contract are funded within 90 days after the date such contract is executed); provided that such Net Cash Proceeds shall (A) only be permitted to be so invested (and not, therefore, used to prepay the Loans) to the extent that the Borrower Representative shall have delivered written notice to the Administrative Agent at least three (3) Business Day prior to the date a prepayment of the Loans would otherwise be required with such Net Cash Proceeds, which notice shall include the amount of Net Cash Proceeds intended to be so invested and the intended use of proceeds therefor, in such detail and with such supporting information as is requested by the Administrative Agent in its sole and absolute discretion, and (B) be deposited into, or credited to, an account held at Xxxx Bank USA and subject to the Xxxx Fully Blocked DACA (provided, that, upon the delivery by the Borrowers to the Administrative Agent of receipts or other evidence satisfactory to the Administrative Agent that such amounts have been reinvested or applied as set forth herein, the Administrative Agent agrees to consent to the Borrowers’ withdraw of such amounts from such deposit account). In the event any amount of such Net C...
Reinvestment Rights. Notwithstanding anything to the contrary in Section 2.12 and this Section 2.13, the Borrowers shall not be required to prepay proceeds received pursuant to Section 2.12(a) or Section 2.12(b) as long as such proceeds are not distributed to Sponsor or the Pledgors as a Restricted Payment and such proceeds are (xw) used to purchase additional operating, construction, or development stage Energy Projects to the extent owned by a Restricted Operating Company Subsidiary immediately following such purchase, (yx) used to expand existing Energy Projects owned by Restricted Operating Company Subsidiaries, (y) used to repay Permitted Project Debt or to make required distributions in respect of tax equity interests or (z) otherwise reinvested in assets accretive to the credit profile of the Borrowers, in each case within 12 months (or 18 months if a binding commitment with respect to such reinvestment is executed during such 12 month period) of receipt of such proceeds.
Reinvestment Rights. (a) During the Investment Period, the Partnership may in the sole discretion of the General Partner and subject to the same limitations as would apply to Capital Contributions under Section 3.02(a) hereof, reinvest Available Cash attributable to proceeds received by the Partnership from the liquidation, sale or debt refinancing of all or a portion of any Investment; provided that the aggregate amount of capital that has been reinvested shall not exceed [REDACTED] (such limit, the “Recycling Limit” and such permitted re-investable amounts, the “Reusable Amounts”). Reusable Amounts may instead be reinvested by any Alternative Investment Vehicle or Subsidiary Vehicle in accordance with the terms of the governing documents of any such entity, and amounts available for reinvestment by any Alternative Investment Vehicle or Subsidiary Vehicle may instead be reinvested by the Partnership in accordance with the terms hereof. Any Reusable Amounts so retained shall be deemed to have been distributed to the Partners and subsequently re-contributed by the Partners for the purposes for which they were retained.
Reinvestment Rights. With respect to any Major Casualty Proceeds or Net Cash Proceeds that are subject to Section 2.3(b) or Section 2.3(d), at the option of any of the Credit Parties or any Subsidiary, any Credit Party or Subsidiary may (in lieu of making a prepayment pursuant to Section 2.3(b) or Section 2.3(d)) elect to reinvest an amount equal to all or any portion of such Major Casualty Proceeds or Net Cash Proceeds, so long as the Major Casualty Proceeds and Net Cash Proceeds collectively do not exceed $5,000,000; provided, however, prior to the Threshold Reset Event, only $2,000,000 with respect to Net Cash Proceeds that are subject to Section 2.3(d), and following a Threshold Reset Event $10,000,000, in the aggregate, to repair, replace or reconstruct damaged property or property affected by loss, destruction, damage, condemnation, confiscation, requisition, seizure or taking, or replace such property with other capital assets used or useful in the business of the Credit Parties within six (6) months following receipt of such Major Casualty Proceeds or Net Cash Proceeds or if any Credit Party enters into a legally binding commitment to reinvest such Major Casualty Proceeds or Net Cash Proceeds within six (6) months following receipt of such Major Casualty Proceeds or Net Cash Proceeds, no later than ninety (90) days after the end of such six (6) month period.
Reinvestment Rights. On any Collateral Disposition Date, if the Borrower determines that it may, at a future date, use the proceeds of any Collateral Disposition in connection with a Permitted Collateral Vessel Acquisition, the Borrower shall be entitled to deposit any amounts which it would have been required to prepaynotify the Administrative Agent in writing of such determination (such notice, a “Reinvestment Notice”). Following receipt of the Reinvestment Notice on the Collateral Disposition Date, (i) the Relevant Amount of Revolving Commitments that would otherwise be required to be permanently reduced in connection with such Collateral Disposition pursuant to Section 2.10(b)(iv) on such Collateral Disposition Date in a cash collateral account (each, a “Cash Collateral Account”) with the Collateral Agent, which account shall be subject to an account pledge agreement on terms substantially similar to those set forth in the Pledge Agreement and subject to a control agreement which shall be a “blocked” control agreementshall remain outstanding, but not available for Revolving Borrowings (such Relevant Amount of Revolving Commitments, the “Suspended Commitments”) and (ii) if the Total Revolving Exposure would exceed the Revolving Commitments after giving effect to such Suspended Commitments, then the Borrower shall immediately repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess. Within 360365 days after a Collateral Disposition Date (the “Reinvestment Period”), the Borrower will be entitled to use the funds on deposit in the Cash Collateral Account in connection with anymake a Permitted Collateral Vessel Acquisition, following which an amount of Revolving Commitments shall be reinstated (the “Reinstated Commitments”) equal to the aggregate outstanding principal amount of the Revolving Loans and undrawn Revolving Commitments (including any Suspended Commitments), multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the vessel acquired or substituted pursuant to the Permitted Collateral Vessel Acquisition, and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such acquired or substituted vessel, as the case may be), provided that the Borrower is in compliance with paragraphs (i) and (iv) of the definition of “Permitted Collateral Vessel Acquisition” as of the date of any use of the funds in the Cash Collateral Account. Any funds in the account after th...
