Asset Dispositions and Casualty Proceeds. In addition to any other mandatory prepayment pursuant to this Section 2.3, within ten (10) days after each date on or after the Closing Date upon which Borrower or any Subsidiary receives any Casualty Proceeds or proceeds from any Asset Disposition, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied on such date as a mandatory repayment in accordance with the requirements of Sections 2.4, 8.6, 2.3(d)), 2.3(e), 2.4 and 2.3(e);8.6; provided however, that (A) such Net Cash Proceeds shall not be required to be so applied on such date so long as (i) no Default or Event of Default then exists, (ii) Borrower has delivered to the Administrative Agent and Lead Lenders (y) on ornot less than ten (10) days prior to such date a certificate substantially in the form of Exhibit G providing written notice of its intent to reinvest such Net Cash Proceeds in Qualified Properties and certifying as to the matters set forth therein and (z) on or prior to the date of such reinvestment a certificate substantially in the form of Exhibit H providing written notice of its desire to withdraw funds from the Asset Disposition or Recovery Event Proceeds Pledged Account for the purpose of reinvesting such Net Cash Proceeds in Qualified Properties and certifying as to the matters set forth therein, (iii) both on and after such Asset Disposition and at the time of such proposed reinvestment, on a pro forma basis, (y) for any period of determination prior to the 18th month anniversary of the Closing Date, the Consolidated First Lien Leverage Ratio shall not exceed 5.5 to 1.0 and (z) for any period of determination following the 18th month anniversary of the Closing Date, the Borrower is in compliance with the Consolidated First Lien Leverage Ratio test in Section 6.1 and (iv) such Net Cash Proceeds shall be reinvested (or committed to be reinvested) in Qualified Properties within 270 days following the date of receipt of such Net Cash Proceeds (or, if the Borrower or the applicable Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within such original 270 day period, within 90 days after such binding commitment is entered into); (B; (iii) Lead Lenders have approved, in their sole discretion, the holding of such Net Cash Proceeds for such purpose and any terms for such reinvestment, including the duration of the period such Net Cash Proceeds may be so held for such purpose; (iv) upon receipt of any such Net Cash Proceeds, Borrower or the applicable Subsidiary shall deposit such Net Cash Proceeds into the Asset Disposition or Recovery Event Proceeds Pledged Account and such Net Cash Proceeds shall remain in the Asset Disposition or Recovery Event Proceeds Pledged Account until reinvested or applied to prepay the Loans, in each case, in accordance with this Section 2.3(c);
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Asset Dispositions and Casualty Proceeds. In addition to any other mandatory prepayment pursuant to this Section 2.3, within ten (10) 10 days after each date on or after the Closing Date upon which Borrower or any Subsidiary receives any Casualty Proceeds or proceeds from any Asset Disposition, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied on such date as a mandatory repayment in accordance with the requirements of Sections 2.4, 8.6, 2.3(d)), ) and 2.3(e), 2.4 and 2.3(e);8.6; provided however, that (A) such Net Cash Proceeds shall not be required to be so applied on such date so long as (i) no Default or Event of Default then exists, (ii) Borrower has delivered to the Administrative Agent and Lead Lenders (y) on ornot less than ten (10) days or prior to such date a certificate substantially in the form of Exhibit G providing written notice of its intent to reinvest such Net Cash Proceeds in Qualified Properties and certifying as to the matters set forth therein and (z) on or prior to the date of such reinvestment a certificate substantially in the form of Exhibit H providing written notice of its desire to withdraw funds from the Asset Disposition or Recovery Event Proceeds Pledged Account for the purpose of reinvesting such Net Cash Proceeds in Qualified Properties and certifying as to the matters set forth therein, (iii) both on and after such Asset Disposition and at the time of such proposed reinvestment, on a pro forma basis, (y) for any period of determination prior to the 18th month anniversary of the Closing Date, the Consolidated First Lien Leverage Ratio shall not exceed 5.5 to 1.0 and (z) for any period of determination following the 18th month anniversary of the Closing Date, the Borrower is in compliance with the Consolidated First Lien Leverage Ratio test in Section 6.1 and (iv) such Net Cash Proceeds shall be reinvested (or committed to be reinvested) in Qualified Properties within 270 days following the date of receipt of such Net Cash Proceeds (or, if the Borrower or the applicable Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within such original 270 day period, within 90 days after such binding commitment is entered into); (B; (iii) Lead Lenders have approved, in their sole discretion, the holding of such Net Cash Proceeds for such purpose and any terms for such reinvestment, including the duration of the period such Net Cash Proceeds may be so held for such purpose; (iv) upon receipt of any such Net Cash Proceeds, Borrower or the applicable Subsidiary shall deposit such Net Cash Proceeds into the Asset Disposition or Recovery Event Proceeds Pledged Account and such Net Cash Proceeds shall remain in the Asset Disposition or Recovery Event Proceeds Pledged Account until reinvested or applied to prepay the Loans, in each case, case in accordance with this Section 2.3(c);; and (C) if all or any portion of such Net Cash Proceeds are not so reinvested within the time period indicated (or such earlier date, if any, as Borrower or the applicable Subsidiary determines not to reinvest such Net Cash Proceeds as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.3(c) without regard to clause (A) above; provided further, that (Y) (1) the first $25,000,000 in Net Cash Proceeds received in connection with any Asset Disposition involving the CBM Properties shall be used to make a mandatory prepayment pursuant to this Section 2.3 without regard to clauses (A), (B) and (C) above of this Section 2.3(c) and without regard to clause (Y)(1) below and (2) any additional Net Cash Proceeds in excess of $25,000,000 received in connection with any Asset Disposition of CBM Properties shall be used to make a mandatory prepayment pursuant to this Section 2.3 without regard to clauses (A), (B) and (C) above of this Section 2.3(c) and without regard to clause (Y)(2) above; provided further, that notwithstanding anything to the contrary contained herein, to the extent the positive balance in the Asset Disposition or Recovery Event Proceeds Pledged Account that is used to reduce Consolidated Total Debt pursuant to the definition thereof is not applied to a permitted reinvestment pursuant to this Section 2.3(c) at the time of testing the Consolidated First Lien Leverage Ratio as set forth above at the time of such reinvestment, then Borrower shall, concurrently with the making of the proposed permitted reinvestment, apply as a mandatory prepayment the portion of such amount that is not used pursuant to this Section 2.3(c) at the time of such proposed permitted reinvestment. Except as otherwise provided in Sections 2.3(g) and (h), any mandatory repayment pursuant to this Section 2.3(c) on account of Asset Dispositions shall be accompanied by the Make-Whole Amount and/or Repayment Premium, as applicable.
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Asset Dispositions and Casualty Proceeds. In addition to any other mandatory prepayment pursuant to this Section 2.3, within ten five (105) days Business Days after each date on or after the Closing Date upon which Borrower or any Subsidiary Credit Party receives any Casualty Proceeds or proceeds from any Asset Disposition, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied on such date as a mandatory repayment prepayment in accordance with the requirements of Sections 2.4, 8.6, 2.3(d)), 2.3(e), 2.4 and 2.3(e);8.68.6; provided however, that (A) such Net Cash Proceeds shall not be required to be so applied on such date so long as (i) no Default or Event of Default then exists, (ii) Borrower has delivered to the Administrative Agent and Lead Lenders (y) on ornot not less than ten (10) days prior to such date a certificate substantially in the form of Exhibit G providing written notice of its intent to reinvest such Net Cash Proceeds in Qualified Properties and certifying as to the matters set forth therein and (z) on or prior to the date of such reinvestment a certificate substantially in the form of Exhibit H providing written notice of its desire to withdraw funds from the Asset Disposition or Recovery Event Proceeds Pledged Account for the purpose of reinvesting such Net Cash Proceeds in Qualified Properties and certifying as to the matters set forth therein, (iii) both on and after such Asset Disposition and at the time of such proposed reinvestment, on a pro forma basis, (y) for any period of determination prior to the 18th month anniversary of the Closing Date, the Consolidated First Lien Leverage Ratio shall not exceed 5.5 to 1.0 and (z) for any period of determination following the 18th month anniversary of the Closing Date, the Borrower is in compliance with the Consolidated First Lien Leverage Ratio test in Section 6.1 and (iv) such Net Cash Proceeds shall be reinvested (or committed to be reinvested) in Qualified Properties within 270 days following the date of receipt of such Net Cash Proceeds (or, if the Borrower or the applicable Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within such original 270 day period, within 90 days after such binding commitment is entered into); (B; (iii) Lead Lenders have approved, in their sole discretion, the holding of such Net Cash Proceeds for such purpose and any terms for such reinvestment, including the duration of the period such Net Cash Proceeds may be so held for such purpose; (iv) upon receipt of any such Net Cash Proceeds, Borrower or the applicable Subsidiary shall deposit such Net Cash Proceeds into the Asset Disposition or Recovery Event Proceeds Pledged Account and such Net Cash Proceeds shall remain in the Asset Disposition or Recovery Event Proceeds Pledged Account until reinvested or applied to prepay the Loans, in each case, in accordance with this Section 2.3(b); (v) Borrower has delivered to the Administrative Agent and the Lead Lenders not less than ten (10) days prior to such the date of any reinvestment a certificate substantially in the form of Exhibit H providing written notice of its desire to withdraw funds from the Asset Disposition or Recovery Event Proceeds Pledged Account for the purpose of reinvesting such Net Cash Proceeds in Qualified Properties and Lead Lenders have approved, in their sole discretion, such reinvestment of such Net Cash Proceeds in such Qualified Properties; and (vi) if all or any portion of such Net Cash Proceeds are not so reinvested within the time period specified (or such earlier date, if any, as Borrower or the applicable Subsidiary determines not to reinvest such Net Cash Proceeds as set forth above or as the Lead Lenders determine not to permit reinvestment of such Net Cash Proceeds as determined in their sole discretion), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.3(c) without regard to this proviso. Except as otherwise provided in Sections 2.3(g) and 2.3(h);, any mandatory repayment pursuant to this Section 2.3(c) on account of Asset Dispositions of the Obligations shall be accompanied by the Make-Whole Amount and/or Repayment Premium, as applicable.
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Asset Dispositions and Casualty Proceeds. In addition to any other mandatory prepayment pursuant to this Section 2.3, within ten (10) days after each date on or after the Closing Date upon which Borrower or any Subsidiary receives any Casualty Proceeds or proceeds from any Asset Disposition, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied on such date as a mandatory repayment of the Permitted First Lien Debt and the Permitted Additional First Lien Debt and a reduction of the First Lien Debt Cap and, if there occurs a Declined First Lien Prepayment or after the Discharge of First Lien Obligations, as a mandatory prepayment of the Loans in accordance with the requirements of Sections 2.4, 8.6, 2.3(d)), 2.3(e), 2.3(j), 2.4 and 2.3(e);8.68.6; provided however, that (Ai) such Net Cash Proceeds from an Asset Disposition other than in respect of Asset Disposition of CBM Properties shall not be required to be so applied on such date so long as (i) no Default or Event such Net Cash Proceeds are permitted to be held for reinvestment in Qualified Properties pursuant to the terms of Default then existsthe First Lien Credit Agreement as in effect on the date hereof, provided further that any determinations made under the First Lien Credit Agreement as to compliance with such terms of the First Lien Credit Agreement shall be conclusive for purposes of this Agreement; (ii) Borrower has delivered to the Administrative Agent and Lead Lenders (y) on ornot less than ten (10) days prior to such date a certificate substantially in the form of Exhibit G providing written notice of its intent to reinvest such Net Cash Proceeds in respect of Asset Disposition of CBM Properties shall not be required to be so applied on such date so long as they are permitted to be held for reinvestment in Qualified Properties and certifying pursuant to the terms of the First Lien Credit Agreement, provided further that any determinations made under the First Lien Credit Agreement as to compliance with such terms of the matters set forth therein First Lien Credit Agreement shall be conclusive for purposes of this Agreement; (iii) in the case of either (i) and (z) on or prior ii), to the date of such reinvestment a certificate substantially in the form of Exhibit H providing written notice of its desire to withdraw funds from the Asset Disposition or Recovery Event Proceeds Pledged Account for the purpose of reinvesting extent such Net Cash Proceeds are permitted to be held for reinvestment in Qualified Properties and certifying as to the matters set forth therein, (iii) both on and after such Asset Disposition and at the time of such proposed reinvestment, on a pro forma basis, (y) for any period of determination prior to the 18th month anniversary of the Closing Date, the Consolidated First Lien Leverage Ratio shall not exceed 5.5 to 1.0 and (z) for any period of determination following the 18th month anniversary of the Closing Date, the Borrower is in compliance with the Consolidated First Lien Leverage Ratio test in Section 6.1 and (iv) such Net Cash Proceeds shall be reinvested (or committed to be reinvested) in Qualified Properties within 270 days following the date of receipt of such Net Cash Proceeds (or, if the Borrower or the applicable Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within such original 270 day period, within 90 days after such binding commitment is entered into); (B; (iii) Lead Lenders have approved, in their sole discretion, the holding of such Net Cash Proceeds for such purpose and any terms for such reinvestment, including the duration of the period such Net Cash Proceeds may be so held for such purpose; (iv) upon receipt of any such Net Cash ProceedsProperties, Borrower or the applicable Subsidiary shall deposit such Net Cash Proceeds into the Asset Disposition or Recovery Event Proceeds Pledged Account pursuant to the terms of the First Lien Credit Agreement and such Net Cash Proceeds shall remain in the Asset Disposition or Recovery Event Proceeds Pledged Account until reinvested or applied to prepay Permitted First Lien Debt and the Permitted Additional First Lien Debt or the Loans, in each case, case in accordance with the First Lien Credit Agreement or this Section 2.3(c);; and (iv) if all or any portion of such Net Cash Proceeds are not so reinvested within the time period indicated (or such earlier date, if any, as Borrower or the applicable Subsidiary determines not to reinvest such Net Cash Proceeds as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.3(c) without regard to clauses (i), (ii) and (iii) above; provided further, it is understood that Net Cash Proceeds in connection with any Asset Disposition of CBM Properties may be used to make a mandatory prepayment of the Permitted First Lien Debt with a corresponding increase in the Delayed Draw Commitments under the First Lien Credit Agreement and such mandatory prepayment shall not result in a reduction of the First Lien Debt Cap. Except as otherwise provided in Sections 2.3(g) and (h), any mandatory repayment of the Loans pursuant to this Section 2.3(c) on account of Asset Dispositions shall be accompanied by the Make-Whole Amount and/or Repayment Premium, as applicable.
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Samples: Second Lien Credit Agreement (Warren Resources Inc)
