Common use of Asset Sale Prepayment Offer Clause in Contracts

Asset Sale Prepayment Offer. Promptly, and in any event within ten (10) Business Days after the Borrower becomes obligated to make a prepayment offer pursuant to Section 10.4, the Borrower shall make an offer to prepay the Loans (together with the Senior Bridge Loans and any other pari passu Indebtedness containing provisions similar to those set forth in this Agreement with respect to prepayments or offers to purchase or redeem with the proceeds of sales of assets, on a pro rata basis) at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the prepayment date (an “Excess Proceeds Offer”). In order to make an Excess Proceeds Offer, the Borrower shall provide a written notice thereof to the Administrative Agent. Such notice shall contain the following: (i) that an Excess Proceeds Offer is being made pursuant to the Agreement; (ii) the prepayment price and prepayment date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days after the date on which such notice is delivered to the Administrative Agent; (iii) such information regarding the Borrower and its Subsidiaries as the Borrower in good faith believes will enable Lenders to make an informed decision with respect to such Excess Proceeds Offer; and (iv) a statement that any Lender wishing to have its Loans repaid pursuant to such Excess Proceeds Offer must comply with Section 5.2(c).

Asset Sale Prepayment Offer. Promptly, and in any event within ten (10A) Business Days Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Borrower becomes obligated may apply such Net Proceeds at its option (i) to repay, repurchase, redeem, defease or otherwise acquire or retire (v) Permitted Debt of the Borrower or Subsidiary constituting First-Priority Lien Obligations (and, if the Indebtedness repaid, repurchased, redeemed, defeased or otherwise acquired or retired is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (w) Indebtedness of a Subsidiary that is not a Subsidiary Guarantor (provided that the assets disposed of in such Asset Sale were not assets of a Borrower or a Subsidiary Guarantor and do not constitute Collateral), (x) Obligations under the Loans, (y) other Pari Passu Indebtedness (so long as the Net Proceeds from such Asset Sale are with respect to assets not constituting Collateral) or (z) Other Second-Lien Obligations (provided that if a Borrower or any Subsidiary Guarantor shall so reduce Other Second-Lien Obligations under this clause (z) (which for the avoidance of doubt will not constitute Indebtedness under clauses (v), (w), (x) or (y)), the Borrower will repay the Loans pursuant to Section 2.05(a)(i) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to repay Loans at par, plus accrued and unpaid interest on the pro rata principal amount of Loans); (ii) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business; (iii) to make a prepayment offer pursuant capital expenditure in a Permitted Business; or (iv) to Section 10.4acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any such Net Proceeds, the Borrower shall may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Agreement. (B) Any Net Proceeds from any Asset Sales that are not applied or invested as provided in Section 2.05(b)(ii)(A) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Borrower will be required to make an offer (an “Asset Sale Offer”) to prepay all Lenders and to the Loans (together with the Senior Bridge Loans and extent required, to all holders of any other pari passu Indebtedness Other Second-Lien Obligations containing provisions similar to those set forth in this Agreement with respect to prepayments or offers to purchase or redeem with the proceeds of sales of assets, on a pro rata basisto repay the maximum principal amount of Loans (and such Other Second-Lien Obligations) at a that may be repaid out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount thereofof Loans and Other Second-Lien Obligations to be repaid or the lesser amount required under agreements governing such Other Second-Lien Obligations, plus accrued and unpaid interest, if any, to the prepayment date of repayment, and will be payable in cash. To the extent that the aggregate principal amount of Loans (and such Other Second-Lien Obligations) accepted for repayment or tendered pursuant to an “Asset Sale Offer is less than the Excess Proceeds, the Borrower may use any remaining Excess Proceeds Offer”)for any purpose that is not prohibited by this Agreement. In order If the aggregate principal amount of Loans and such Other Second-Lien Obligations accepted for repayment or surrendered by holders thereof pursuant to make an such Asset Sale Offer exceeds the amount of Excess Proceeds OfferProceeds, the Borrower shall provide a apply the Excess Proceeds ratably to the repayment of the Loans and any other tendered Other Second-Lien Obligations based on the principal amount of the Loans or such Other Second-Lien Obligations accepted for repayment or tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (C) Within ten (10) Business Days of any date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, the Borrower shall deliver written notice thereof of such occurrence to the Administrative Agent. Such , and the Administrative Agent shall promptly deliver such notice shall contain to each Lender to the followingaddress of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (i1) that that the Borrower is making an Excess Proceeds Asset Sale Offer is being made pursuant to this Section 2.05(b)(ii) and that all Loans and Other Second-Lien Obligations properly accepted for repayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the AgreementBorrower; (ii2) the prepayment price and prepayment repayment date, which shall be, subject to any contrary requirements of applicable law, a Business Day will be no earlier than 30 days twenty Business Days nor later than 60 days after thirty Business Days from the date on which such notice is delivered to the Administrative AgentAgent (the “Asset Sale Payment Date”); (iii3) such information regarding that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrower defaults in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Payment Date; (5) that Lenders electing to have Loans repaid pursuant to an Asset Sale Offer may only elect to have all of such Loans repaid and its Subsidiaries as may not elect to have only a portion of such Loans repaid; (6) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent in writing prior to the close of business on the third Business Day preceding the Asset Sale Payment Date; (7) that Lenders will be entitled to withdraw their election to require the Borrower in good faith believes to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (8) that, to the extent that the aggregate principal amount of Loans or the Other Second-Lien Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Borrower will enable Lenders to make an informed decision with respect to such apply the Excess Proceeds Offeras set forth in Section 2.05(b)(ii)(B); and (iv9) the other instructions, as determined by the Borrower that a statement that any Lender wishing must follow in order to have its Loans repaid pursuant repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such Excess Proceeds notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defect. (D) Notwithstanding the foregoing, no Asset Sale Offer must comply with nor any repayment of Loans under this Section 5.2(c)2.05(b)(ii) shall be made if such repayment is then prohibited under the terms of any Credit Facility evidencing First-Priority Lien Obligations.

Asset Sale Prepayment Offer. Promptly, and in any event within ten (10) Business Days 30 days after the Borrower becomes obligated to make a prepayment offer Prepayment Offer pursuant to Section 10.46.09, the Borrower shall make an offer to prepay (the “Prepayment Offer”) the Loans and the First Priority Notes (together with and, to the Senior Bridge Loans and extent required by the terms of any agreement governing other pari passu Indebtedness containing provisions similar Permitted First Priority Obligations, pro rata to those set forth such other Permitted First Priority Obligations), which offer shall be in this Agreement with respect to prepayments or offers to purchase or redeem with the proceeds amount of sales of assetsthe Excess Proceeds, on a pro rata basis) basis according to principal amount, at a prepayment price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the prepayment purchase date (an “Excess Proceeds Offer”subject to any right of holders of record of the First Priority Notes or other Permitted First Priority Obligations on any record date to receive interest due for any period prior to such date of prepayment). In order to make an Excess Proceeds a Prepayment Offer, the Borrower shall provide a written notice thereof to the Administrative Agent. Such notice shall contain the followingfollowing information: (i1) the fact that an Excess Proceeds a Prepayment Offer is being made pursuant to the Agreementthis Section 2.05(c); (ii2) the prepayment price and the prepayment date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days after the date on which such notice is delivered to the Administrative Agent; (iii3) such information regarding the Borrower and its Subsidiaries as the Borrower in good faith believes will enable Lenders to make an informed decision with respect to such Excess Proceeds Prepayment Offer; and (iv4) a statement that any Lender wishing to have its Loans repaid prepaid pursuant to such Excess Proceeds Prepayment Offer must comply with Section 5.2(c2.05(f). The Administrative Agent shall promptly provide a copy of any notice of any Prepayment Offer to the Lenders in the same form as received by it. On the prepayment date, the Borrower shall, to the extent lawful, prepay, on a pro rata basis to the extent necessary, Put Loans in accordance with Section 2.10 and any First Priority Notes (and, if applicable, other Permitted First Priority Obligations) which the holders thereof have validly requested be prepaid pursuant to such Prepayment Offer, in accordance with the terms thereof. The Borrower will publicly announce the results of the Prepayment Offer on the prepayment date.

Asset Sale Prepayment Offer. Promptly, and in any event within ten (10A) Business Days Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Borrower becomes obligated may apply such Net Proceeds at its option (i) to repay, repurchase, redeem, defease or otherwise acquire or retire (v) Permitted Debt of the Borrower or Subsidiary constituting First-Priority Lien Obligations (and, if the Indebtedness repaid, repurchased, redeemed, defeased or otherwise acquired or retired is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (w) Indebtedness of a Subsidiary that is not a Subsidiary Guarantor (provided that the assets disposed of in such Asset Sale were not assets of a Borrower or a Subsidiary Guarantor and do not constitute Collateral), (x) Obligations under the Loans, (y) other Pari Passu Indebtedness (so long as the Net Proceeds from such Asset Sale are with respect to assets not constituting Collateral) or (z) Other Second-Lien Obligations (provided that if a Borrower or any Subsidiary Guarantor shall so reduce Other Second-Lien Obligations under this clause (z) (which for the avoidance of doubt will not constitute Indebtedness under clauses (v), (w), (x) or (y)), the Borrower will repay the Loans pursuant to Section 2.05(a)(i) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to repay Loans at par, plus accrued and unpaid interest on the pro rata principal amount of Loans); (ii) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business; (iii) to make a prepayment offer pursuant capital expenditure in a Permitted Business; or (iv) to Section 10.4acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any such Net Proceeds, the Borrower shall may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Agreement. (B) Any Net Proceeds from any Asset Sales that are not applied or invested as provided in Section 2.05(b)(ii)(A) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Borrower will be required to make an offer (an “Asset Sale Offer”) to prepay all Lenders and to the Loans (together with the Senior Bridge Loans and extent required, to all holders of any other pari passu Indebtedness Other Second-Lien Obligations containing provisions similar to those set forth in this Agreement with respect to prepayments or offers to purchase or redeem with the proceeds of sales of assets, on a pro rata basisto repay the maximum principal amount of Loans (and such Other Second-Lien Obligations) at a that may be repaid out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount thereofof Loans and Other Second-Lien Obligations to be repaid or the lesser amount required under agreements governing such Other Second-Lien Obligations, plus accrued and unpaid interest, if any, to the prepayment date of repayment, and will be payable in cash. To the extent that the aggregate principal amount of Loans (and such Other Second-Lien Obligations) accepted for repayment or tendered pursuant to an “Asset Sale Offer is less than the Excess Proceeds, the Borrower may use any remaining Excess Proceeds Offer”)for any purpose that is not prohibited by this Agreement. In order If the aggregate principal amount of Loans and such Other Second-Lien Obligations accepted for repayment or surrendered by holders thereof pursuant to make an such Asset Sale Offer exceeds the amount of Excess Proceeds OfferProceeds, the Borrower shall provide a apply the Excess Proceeds ratably to the repayment of the Loans and any other tendered Other Second-Lien Obligations based on the principal amount of the Loans or such Other Second-Lien Obligations accepted for repayment or tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (C) Within ten (10) Business Days of any date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, the Borrower shall deliver written notice thereof of such occurrence to the Administrative Agent. Such , and the Administrative Agent shall promptly deliver such notice shall contain to each Lender to the followingaddress of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (i1) that that the Borrower is making an Excess Proceeds Asset Sale Offer is being made pursuant to this Section 2.05(b)(ii) and that all Loans and Other Second-Lien Obligations properly accepted for repayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the AgreementBorrower; (ii2) the prepayment price and prepayment repayment date, which shall be, subject to any contrary requirements of applicable law, a Business Day will be no earlier than 30 days twenty Business Days nor later than 60 days after thirty Business Days from the date on which such notice is delivered to the Administrative AgentAgent (the “Asset Sale Payment Date”); (iii3) such information regarding that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrower defaults in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Payment Date; (5) that Lenders electing to have Loans repaid pursuant to an Asset Sale Offer may only elect to have all of such Loans repaid and its Subsidiaries as may not elect to have only a portion of such Loans repaid; (6) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent in writing prior to the close of business on the third Business Day preceding the Asset Sale Payment Date; (7) that Xxxxxxx will be entitled to withdraw their election to require the Borrower in good faith believes to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Xxxxxx is withdrawing its election to have such Loans repaid; (8) that, to the extent that the aggregate principal amount of Loans or the Other Second-Lien Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Borrower will enable Lenders to make an informed decision with respect to such apply the Excess Proceeds Offeras set forth in Section 2.05(b)(ii)(B); and (iv9) the other instructions, as determined by the Borrower that a statement that any Lender wishing must follow in order to have its Loans repaid pursuant repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such Excess Proceeds notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defect. (D) Notwithstanding the foregoing, no Asset Sale Offer must comply with nor any repayment of Loans under this Section 5.2(c)2.05(b)(ii) shall be made if such repayment is then prohibited under the terms of any Credit Facility evidencing First-Priority Lien Obligations.

Asset Sale Prepayment Offer. Promptly, (1) Any Net Proceeds from an Asset Sale (and Event of Loss Proceeds) that are not invested or applied as provided and within the time period set forth in any event within ten (10) Business Days after Section 10.7 shall be deemed to constitute “Excess Proceeds.” When the Borrower becomes obligated to make a prepayment offer pursuant to Section 10.4aggregate amount of Excess Proceeds exceeds $30.0 million, the Borrower shall make an offer to all Lenders, and, if required by the terms of any Pari Passu Indebtedness to the holders of such Pari Passu Indebtedness, (an “Asset Sale Offer”), to prepay the Loans (together with the Senior Bridge maximum principal amount of Loans and any other pari passu Indebtedness containing provisions similar to those set forth such Pari Passu Indebtedness, that is an integral multiple of $1,000 that may be prepaid out of the Excess Proceeds at an offer price in this Agreement with respect to prepayments or offers to purchase or redeem with the proceeds of sales of assets, on a pro rata basis) at a price cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the prepayment date (fixed for the closing of such offer, in accordance with the procedures set forth in this Agreement. The Borrower shall commence an “Asset Sale Offer with respect to Excess Proceeds Offer”). In order to make an within ten Business Days after the date that Excess Proceeds Offerexceeds $30.0 million by mailing the notice required pursuant to the terms of this Agreement, the Borrower shall provide with a written notice thereof copy to the Administrative Agent. Such notice To the extent that the aggregate amount of Loans and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrower may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Agreement. If the aggregate principal amount of Loans or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent shall contain select the following:Loans and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Loans or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (i2) that an Excess Pending the final application of any Net Proceeds Offer is being made (or Event of Loss Proceeds) pursuant to this Section 5.2(b), the Borrower or the applicable Restricted Subsidiary may apply such Net Proceeds (or Event of Loss Proceeds) temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds (or Event of Loss Proceeds) in any manner not prohibited by this Agreement;. (ii3) If less than all of the Loans or such Pari Passu Indebtedness are to be prepaid at any time, selection of such Loans for redemption, will be made by the Administrative Agent on a pro rata basis to the extent practicable; provided that Loans shall be prepaid in integrals of $1,000. (4) Notices of prepayment shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the prepayment price date for Loans to be prepaid at each Lender’s registered address. If any Loan is to be prepaid in part only, any notice of prepayment that relates to such Loan shall state the portion of the principal amount thereof that has been or is to be prepaid. (5) A new Loan in principal amount equal to the unpurchased or unredeemed portion of any Loan purchased or redeemed in part shall be issued in the name of the Lender thereof upon cancellation of the original Loan. On and after the prepayment date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days after the date on which such notice is delivered to the Administrative Agent; (iii) such information regarding unless the Borrower and its Subsidiaries as the Borrower in good faith believes will enable Lenders does not complete such prepayment, interest shall cease to make an informed decision with respect to such Excess Proceeds Offer; and (iv) a statement that any Lender wishing to have its Loans repaid pursuant to such Excess Proceeds Offer must comply with Section 5.2(c)accrue on Loan or portions thereof purchased or called for redemption.