Asset Sales; Casualty Proceeds. (a) The Borrower will not, and will not permit any of its Subsidiaries to, consummate any other Asset Sale unless: (i) the Borrower (or the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (ii) the fair market value is determined by the Borrower’s board of directors and evidenced by a resolution of the board of directors set forth in an Officers’ Certificate delivered to the Administrative Agent; and (iii) at least 80% of the consideration therefor received by the Borrower or such Subsidiary is in the form of cash. For purposes of this provision, any securities, notes or other obligations received by the Borrower or any such Subsidiary from such transferee that are substantially contemporaneously (subject to ordinary settlement periods) converted by the Borrower or such Subsidiary into cash (to the extent of the cash received in that conversion) shall be deemed to be cash. (b) Within 120 days after the receipt of any Net Asset Sale Proceeds from an Asset Sale or any Casualty Proceeds, the Borrower may apply such Net Asset Sale Proceeds or Casualty Proceeds at its option: (i) to acquire all or substantially all of the assets of, or a majority of the voting stock of, another Permitted Business, if such assets or voting stock constitute Collateral; (ii) to make a capital expenditure; (iii) to reinvest in equipment or other productive assets of the general type that are used or useful in a Permitted Business, if such equipment or assets constitute Collateral; (iv) to repay Indebtedness ranking pari passu with the Loans that is secured by a Permitted Lien having priority over the Liens securing the Loans; provided that (a) such Indebtedness was permitted pursuant to the terms of this Agreement to be incurred, (b) the aggregate amount of such repayment does not exceed the fair market value of the Property subject to the Permitted Lien, as determined in good faith by the Borrower’s Board of Directors, and (c) no Default or Event of Default has occurred and is continuing; or (v) in the case of Casualty Proceeds, to restore or replace damaged or destroyed assets. Pending the final application of any such Net Asset Sale Proceeds or Casualty Proceeds, the Borrower may temporarily reduce revolving credit borrowings or otherwise invest such Net Asset Sale Proceeds or Casualty Proceeds in any manner that is not prohibited by this Agreement. Any Net Asset Sale Proceeds or Casualty Proceeds that are not applied or invested in the manner and within the time limits provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $500,000, within five days thereof, the Borrower will use such Excess Proceeds to make mandatory prepayments as follows: (a) to the Term Loans, subject to Section 2.9, in an amount equal to the Term Loans’ applicable First Lien Percentage of the Excess Proceeds; and (b) to each other Series of First Lien Debt, in an amount equal to each Series of First Lien Debt’s applicable First Lien Percentage of the Excess Proceeds; provided, that if a Series of First Lien Debt requires the Borrower to make an offer to purchase, redeem or prepay such Series of First Lien Debt with such Excess Proceeds, then, in lieu of making a mandatory prepayment of such First Lien Debt pursuant to clause (b) above, the Borrower shall use such Series of First Lien Debt’s First Lien Percentage of such Excess Proceeds to make such offer concurrent with the mandatory prepayment of the Excess Proceeds payable to any other Series. For the avoidance of doubt, the Borrower will prepay Term Loans pursuant to this Section 6.9 only with the Term Loan’s First Lien Percentage of any Excess Proceeds applied as set forth above. Any prepayment made pursuant to this Section 7.6 will be made by paying to the Lenders an amount equal to the principal amount of such Terms Loans prepaid plus accrued and unpaid interest to the date of prepayment, and will be payable in cash. If any Excess Proceeds remain after completion of the foregoing prepayments, the Borrower may use such Excess Proceeds for any purpose not otherwise prohibited by this Agreement and the amount of Excess Proceeds will be reset to zero.
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Asset Sales; Casualty Proceeds. If on or after the Closing Date the Borrower or any Restricted Subsidiary receives any Net Cash Proceeds of any Asset Sale (aother than the Kingfish Transaction) The or any Casualty Proceeds (collectively, "Reinvestable Proceeds"), the Borrower will notshall (i) promptly provide notice thereof to the Administrative Agent, which notice shall specify the amount of Reinvestable Proceeds received and the date on, and the asset or event in respect of, which such Reinvestable Proceeds were received and (ii) within two Business Days of the receipt thereof deposit or cause to be deposited such Revinvestable Proceeds in a Collateral Account, but only to the extent of the amount by which the Commitments exceed $75,000,000, with any balance of such Reinvestable Proceeds to be deposited in a Senior Secured Collateral Account, where in either case they shall be held until such Reinvestable Proceeds are applied as provided herein. Reinvestable Proceeds (and any income from investment thereof) shall be subject to the following provisions.
(A) During the one-year period beginning with the date on which the Borrower received such Reinvestable Proceeds, such Reinvestable Proceeds will be released by the Collateral Agent (or may be released by the Senior Secured Collateral Agent) from time to time, at the Borrower's request, (1) to repay principal of the PIP Claim and any interest accrued with respect thereto through the date of repayment, (2) if concurrently with such release the Borrower makes a permanent reduction in the Commitments in an amount equal to such released amount of Reinvestable Proceeds, (3) to restore, repair, replace or rebuild the asset in respect of which Casualty Proceeds were received (or to reimburse the Borrower or any Restricted Subsidiary for any such amounts paid by it), (4) to fund the Borrower's or a Restricted Subsidiary's payment of the purchase price of an Acquisition of a Healthcare Facility or real property, equipment or other assets used or to be used in, or in connection with, the operation of a Healthcare Facility owned or operated, or proposed to be developed for operation, by the Borrower or a Restricted Subsidiary (including any Healthcare Facility already owned by the Borrower or a Restricted Subsidiary) or (5) to prepay loans under the Senior Secured Credit Agreement (which prepayment may be made only if the Commitments have previously been permanently reduced to no more than $75,000,000), provided that the Borrower may not permit request the release of any Reinvestable Proceeds if an Event of its Subsidiaries toDefault shall have occurred and be continuing.
(B) If on the first anniversary of the date any Reinvestable Proceeds were deposited in a Collateral Account or Senior Secured Collateral Account any portion of such Reinvestable Proceeds have not been released for application pursuant to subclause (A), consummate any other Asset Sale unlesssuch remaining amount shall (subject to subsection (d) below) be applied within two Business Days thereafter as follows:
(i1) an amount up to the amount by which the Commitments then exceed $75,000,000 may be released, but concurrently with such release the Commitments shall automatically be permanently reduced by the amount so released and a portion of such amount shall be applied by the Administrative Agent to prepay Loans and Swingline Loans to the extent the outstanding principal amount of Loans and Swingline Loans exceeds the Commitments as so reduced;
(2) if the aggregate Commitments have previously been permanently reduced to $75,000,000, an additional amount of such Reinvestable Proceeds shall be released to the Borrower at the Borrower's request but only if concurrently with such release the Borrower makes a permanent further reduction in Commitments in an amount equal to such additional released amount of Reinvestable Proceeds and a portion of such amount shall be applied by the Administrative Agent to prepay Loans and Swingline Loans to the extent the outstanding principal amount of Loans and Swingline Loans exceeds the Commitments as so reduced;
(3) unless an Event of Default of the type described in Section 8.01(a) shall have occurred and be continuing or a Payment Blockage Period shall then be in effect, any amount of such Reinvestable Proceeds not applied as provided in clauses (1) or (2) shall be applied to prepay loans under the Senior Secured Credit Agreement until they have been repaid in full (which prepayment may be made only if the Commitments have previously been permanently reduced to no more than $75,000,000); and
(4) so long as no Default shall have occurred and be continuing, any amount of such Reinvestable Proceeds not applied as provided in clauses (1), (2) or (3) shall be released to the Borrower. In determining how long any particular Reinvestable Proceeds have been held in a Collateral Account, deposits and releases shall be accounted for on a first-in, first-out basis.
(C) Any Reinvestable Proceeds held by the Collateral Agent or the SubsidiarySenior Secured Collateral Agent may also be released from time to time, at the Borrower's request (such request to certify that no Default then exists), for concurrent application to repay Loans or Swingline Loans (each such release, a "Temporary Withdrawal"); provided that (1) immediately after giving effect to such repayment, the Borrower has Net Borrowing Availability at least equal to the aggregate amount of such Temporary Withdrawal and any other Temporary Withdrawals then outstanding and (2) at the end of the one-year period applicable to such Reinvestable Proceeds (or, if earlier, any date upon which an Event of Default occurs), the Borrower shall be unconditionally obligated to re-deposit with the Collateral Agent or the Senior Secured Collateral Agent, as the case may bebe (for immediate application as provided in subclause (B)), an amount equal to (i) receives consideration at the time amount of such Asset Sale Temporary Withdrawal less (ii) any amounts deemed applied against such re-deposit obligation pursuant to the following provisions of this subclause (C). During such one-year period, the Borrower may by notice to the Collateral Agent and the Senior Secured Collateral Agent (which notice shall certify that no Default then exists) identify any purpose for which it would otherwise have been entitled to request a release of such Reinvestable Proceeds and designate the amount that it would otherwise have been able to withdraw to be deemed applied against such re-deposit obligation. During such one-year period, the Borrower will not make any borrowing of Loans or Swingline Loans, or request the issuance of any Letter of Credit, unless, after giving effect thereto, the Borrower has Net Borrowing Availability at least equal to the fair market value aggregate amount, determined as of the assets or Equity Interests issued or sold or otherwise disposed of;
(ii) the fair market value is determined by the Borrower’s board such day, of directors and evidenced by a resolution of the board of directors set forth in an Officers’ Certificate delivered to the Administrative Agent; and
(iii) at least 80% of the consideration therefor received by all re- deposit obligations that the Borrower or such Subsidiary is in the form of cash. For purposes of this provision, any securities, notes or other obligations received by the Borrower or any such Subsidiary from such transferee that are substantially contemporaneously (subject has with respect to ordinary settlement periods) converted by the Borrower or such Subsidiary into cash (to the extent of the cash received in that conversion) shall be deemed to be cash.
(b) Within 120 days after the receipt of any Net Asset Sale Reinvestable Proceeds from an Asset Sale or any Casualty Proceeds, the Borrower may apply such Net Asset Sale Proceeds or Casualty Proceeds at its option:
(i) to acquire all or substantially all of the assets of, or a majority of the voting stock of, another Permitted Business, if such assets or voting stock constitute Collateral;
(ii) to make a capital expenditure;
(iii) to reinvest in equipment or other productive assets of the general type that are used or useful in a Permitted Business, if such equipment or assets constitute Collateral;
(iv) to repay Indebtedness ranking pari passu with the Loans that is secured by a Permitted Lien having priority over the Liens securing the Loans; provided that (a) such Indebtedness was permitted pursuant to the terms of this Agreement to be incurred, (b) the aggregate amount of such repayment does not exceed the fair market value of the Property subject to the Permitted Lien, as determined in good faith by the Borrower’s Board of Directors, and (c) no Default or Event of Default has occurred and is continuing; or
(v) in the case of Casualty Proceeds, to restore or replace damaged or destroyed assets. Pending the final application of any such Net Asset Sale Proceeds or Casualty Proceeds, the Borrower may temporarily reduce revolving credit borrowings or otherwise invest such Net Asset Sale Proceeds or Casualty Proceeds in any manner that is not prohibited by this Agreement. Any Net Asset Sale Proceeds or Casualty Proceeds that are not applied or invested in the manner and within the time limits provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $500,000, within five days thereof, the Borrower will use such Excess Proceeds to make mandatory prepayments as follows:
(a) to the Term Loans, subject to Section 2.9, in an amount equal to the Term Loans’ applicable First Lien Percentage of the Excess Proceeds; and
(b) to each other Series of First Lien Debt, in an amount equal to each Series of First Lien Debt’s applicable First Lien Percentage of the Excess Proceeds; provided, that if a Series of First Lien Debt requires the Borrower to make an offer to purchase, redeem or prepay such Series of First Lien Debt with such Excess Proceeds, then, in lieu of making a mandatory prepayment of such First Lien Debt pursuant to clause (b) above, the Borrower shall use such Series of First Lien Debt’s First Lien Percentage of such Excess Proceeds to make such offer concurrent with the mandatory prepayment of the Excess Proceeds payable to any other Series. For the avoidance of doubt, the Borrower will prepay Term Loans withdrawn pursuant to this Section 6.9 only with the Term Loan’s First Lien Percentage of any Excess Proceeds applied as set forth above. Any prepayment made pursuant to this Section 7.6 will be made by paying to the Lenders an amount equal to the principal amount of such Terms Loans prepaid plus accrued and unpaid interest to the date of prepayment, and will be payable in cash. If any Excess Proceeds remain after completion of the foregoing prepayments, the Borrower may use such Excess Proceeds for any purpose not otherwise prohibited by this Agreement and the amount of Excess Proceeds will be reset to zerosubclause (C).
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Asset Sales; Casualty Proceeds. (a) The Borrower will not, and will not permit If on or after the Closing Date the Issuer or any Restricted Subsidiary receives any Net Cash Proceeds of its Subsidiaries to, consummate any other Asset Sale unless:
(other than the Kingfish Transaction) or any Casualty Proceeds (collectively, "Reinvestable Proceeds"), the Issuer shall (i) promptly provide notice thereof to the Borrower Administrative Agent, which notice shall specify the amount of Reinvestable Proceeds received and the date on, and the asset or event in respect of, which such Reinvestable Proceeds were received and (ii) within two Business Days of the receipt thereof deposit or cause to be deposited such Revinvestable Proceeds in a Collateral Account, where they shall be held until such Reinvestable Proceeds are applied as provided herein, provided that if and to the extent that such Reinvestable Proceeds are required to be deposited with the Exit Facility Collateral Agent, the Issuer shall not be required to deposit such Reinvestable Proceeds with the Collateral Agent but they shall remain otherwise subject to this Section 2.06(a). Reinvestable Proceeds (and any income from investment thereof) shall be subject to the following provisions.
(A) During the one-year period beginning with the date on which the Issuer received such Reinvestable Proceeds, such Reinvestable Proceeds will be released by the Collateral Agent (or may be released by the Exit Facility Collateral Agent) from time to time, at the Issuer's request, (1) to repay principal of the PIP Claim and any interest accrued with respect thereto through the date of repayment, (2) if such Reinvestable Proceeds have been or concurrently are being made the basis of a permanent reduction in the amount of the commitments under the Exit Facility, (3) to restore, repair, replace or rebuild the asset in respect of which Casualty Proceeds were received (or to reimburse the Issuer or any Restricted Subsidiary for any such amounts paid by it), (4) to fund the Issuer's or a Restricted Subsidiary's payment of the purchase price of an Acquisition of a Healthcare Facility or real property, equipment or other assets used or to be used in, or in connection with, the operation of a Healthcare Facility owned or operated, or proposed to be developed for operation, by the Issuer or a Restricted Subsidiary (including any Healthcare Facility already owned by the Issuer or a Restricted Subsidiary) or (5) subject to Section 11.03, to prepay Loans, provided that the Issuer may not request the release of any Reinvestable Proceeds if an Event of Default shall have occurred and be continuing.
(B) If on the first anniversary of the date any Reinvestable Proceeds were deposited in a Collateral Account (or deposited in a collateral account pursuant to the Exit Facility) any portion of such Reinvestable Proceeds have not been released for application pursuant to subclause (A), subject to Section 11.03, such remaining amount shall (subject to subsection (d) below) be applied within two Business Days thereafter to prepay Loans; provided that the amount required to be so prepaid may be reduced by amounts that the Issuer certifies are concurrently being made the basis for a permanent reduction in the amount of commitments under the Exit Facility. In determining how long any particular Reinvestable Proceeds have been held in a Collateral Account, deposits and releases shall be accounted for on a first-in, first-out basis.
(C) Any Reinvestable Proceeds held by the Collateral Agent or the Exit Facility Collateral Agent may also be released from time to time, at the Issuer's request (such request to certify that no Default then exists), for concurrent application to repay loans then outstanding under the Exit Facility (each such release, a "Temporary Withdrawal"); provided that (1) immediately after giving effect to such repayment, the amount available to be drawn under the Exit Facility (taking into account the borrowing base then in effect) is at least equal to the aggregate amount of such Temporary Withdrawal and any other Temporary Withdrawals then outstanding and (2) at the end of the one-year period applicable to such Reinvestable Proceeds (or, if earlier, any date upon which an Event of Default occurs), the Issuer shall be unconditionally obligated to re-deposit with the Collateral Agent or the Exit Facility Agent, as the case may bebe (for immediate application as provided in subclause (B)), an amount equal to (i) receives consideration at the time amount of such Asset Sale Temporary Withdrawal less (ii) any amounts deemed applied against such re- deposit obligation pursuant to the following provisions of this subclause (C). During such one-year period, the Issuer may by notice to the Collateral Agent and the Exit Facility Agent (which notice shall certify that no Default then exists) identify any purpose for which it would otherwise have been entitled to request a release of such Reinvestable Proceeds and designate the amount that it would otherwise have been able to withdraw to be deemed applied against such re-deposit obligation. During such one-year period, the Issuer will not make any borrowing of loans or swingline loans, or request the issuance of any letter of credit, under the Exit Facility, unless, after giving effect thereto, the amount available to be drawn under the Exit Facility (taking into account the borrowing base then in effect) would be at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;
(ii) the fair market value is aggregate amount, determined by the Borrower’s board of directors and evidenced by a resolution of the board of directors set forth in an Officers’ Certificate delivered to the Administrative Agent; and
(iii) at least 80% of the consideration therefor received by the Borrower or such Subsidiary is in the form of cash. For purposes of this provision, any securities, notes or other obligations received by the Borrower or any such Subsidiary from such transferee that are substantially contemporaneously (subject to ordinary settlement periods) converted by the Borrower or such Subsidiary into cash (to the extent of the cash received in that conversion) shall be deemed to be cash.
(b) Within 120 days after the receipt of any Net Asset Sale Proceeds from an Asset Sale or any Casualty Proceeds, the Borrower may apply such Net Asset Sale Proceeds or Casualty Proceeds at its option:
(i) to acquire all or substantially all of the assets of, or a majority of the voting stock of, another Permitted Business, if such assets or voting stock constitute Collateral;
(ii) to make a capital expenditure;
(iii) to reinvest in equipment or other productive assets of the general type that are used or useful in a Permitted Business, if such equipment or assets constitute Collateral;
(iv) to repay Indebtedness ranking pari passu with the Loans that is secured by a Permitted Lien having priority over the Liens securing the Loans; provided that (a) such Indebtedness was permitted pursuant to the terms of this Agreement to be incurred, (b) the aggregate amount as of such repayment does not exceed day, of all re-deposit obligations that the fair market value of the Property subject Issuer has with respect to the Permitted Lien, as determined in good faith by the Borrower’s Board of Directors, and (c) no Default or Event of Default has occurred and is continuing; or
(v) in the case of Casualty Proceeds, to restore or replace damaged or destroyed assets. Pending the final application of any such Net Asset Sale Reinvestable Proceeds or Casualty Proceeds, the Borrower may temporarily reduce revolving credit borrowings or otherwise invest such Net Asset Sale Proceeds or Casualty Proceeds in any manner that is not prohibited by this Agreement. Any Net Asset Sale Proceeds or Casualty Proceeds that are not applied or invested in the manner and within the time limits provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $500,000, within five days thereof, the Borrower will use such Excess Proceeds to make mandatory prepayments as follows:
(a) to the Term Loans, subject to Section 2.9, in an amount equal to the Term Loans’ applicable First Lien Percentage of the Excess Proceeds; and
(b) to each other Series of First Lien Debt, in an amount equal to each Series of First Lien Debt’s applicable First Lien Percentage of the Excess Proceeds; provided, that if a Series of First Lien Debt requires the Borrower to make an offer to purchase, redeem or prepay such Series of First Lien Debt with such Excess Proceeds, then, in lieu of making a mandatory prepayment of such First Lien Debt pursuant to clause (b) above, the Borrower shall use such Series of First Lien Debt’s First Lien Percentage of such Excess Proceeds to make such offer concurrent with the mandatory prepayment of the Excess Proceeds payable to any other Series. For the avoidance of doubt, the Borrower will prepay Term Loans withdrawn pursuant to this Section 6.9 only with the Term Loan’s First Lien Percentage of any Excess Proceeds applied as set forth above. Any prepayment made pursuant to this Section 7.6 will be made by paying to the Lenders an amount equal to the principal amount of such Terms Loans prepaid plus accrued and unpaid interest to the date of prepayment, and will be payable in cash. If any Excess Proceeds remain after completion of the foregoing prepayments, the Borrower may use such Excess Proceeds for any purpose not otherwise prohibited by this Agreement and the amount of Excess Proceeds will be reset to zerosubclause (C).
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Asset Sales; Casualty Proceeds. (a) The Borrower Company will not, and will not permit any of its Subsidiaries to, consummate any other Asset Sale unless:
(i) the Borrower Company (or the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;
(ii) the fair market value is determined by the BorrowerCompany’s board of directors and evidenced by a resolution of the board of directors set forth in an Officers’ Certificate delivered to the Administrative AgentHolders; and
(iii) at least 80% of the consideration therefor received by the Borrower Company or such Subsidiary is in the form of cash. For purposes of this provision, any securities, notes or other obligations received by the Borrower Company or any such Subsidiary from such transferee that are substantially contemporaneously (subject to ordinary settlement periods) converted by the Borrower Company or such Subsidiary into cash (to the extent of the cash received in that conversion) shall be deemed to be cash.
(b) Within 120 days after the receipt of any Net Asset Sale Proceeds from an Asset Sale or any Casualty Proceeds, the Borrower Company may apply such Net Asset Sale Proceeds or Casualty Proceeds at its option:
(i) to acquire all or substantially all of the assets of, or a majority of the voting stock of, another Permitted Business, if such assets or voting stock constitute Collateral;
(ii) to make a capital expenditure;
(iii) to reinvest in equipment or other productive assets of the general type that are used or useful in a Permitted Business, if such equipment or assets constitute Collateral;
(iv) to repay Indebtedness ranking pari passu with the Loans Notes that is secured by a Permitted Lien having priority over the Liens securing the LoansNotes; provided that (a) such Indebtedness was permitted pursuant to the terms of this Agreement to be incurred, (b) the aggregate amount of such repayment does not exceed the fair market value of the Property subject to the Permitted Lien, as determined in good faith by the BorrowerCompany’s Board of Directors, and (c) no Default or Event of Default has occurred and is continuing; or
(v) in the case of Casualty Proceeds, to restore or replace damaged or destroyed assets. Pending the final application of any such Net Asset Sale Proceeds or Casualty Proceeds, the Borrower Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Asset Sale Proceeds or Casualty Proceeds in any manner that is not prohibited by this Agreement. Any Net Asset Sale Proceeds from Asset Sales or Casualty Proceeds that are not applied or invested in the manner and within the time limits provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $500,000, within five days thereof, the Borrower Company will use such Excess Proceeds to make mandatory prepayments as follows:
(a) to the Term Loans, subject to Section 2.9, in an amount equal to the Term Loans’ applicable First Lien Percentage of the Excess Proceeds; and
(b) to each other Series of First Lien Debt, in an amount equal to each Series of First Lien Debt’s applicable First Lien Percentage of the Excess Proceeds; provided, that if a Series of First Lien Debt requires the Borrower to make an offer to purchaseall Holders of Notes to purchase the maximum principal amount of, redeem or prepay such Series of First Lien Debt with such Excess Proceeds, then, in lieu of making a mandatory prepayment of such First Lien Debt pursuant to clause (b) aboveplus accrued and unpaid interest on, the Borrower shall use such Series of First Lien Debt’s First Lien Percentage of such Excess Proceeds to make such offer concurrent with the mandatory prepayment Notes that may be purchased out of the Excess Proceeds payable to any other Series(an “Excess Proceeds Offer”). For the avoidance of doubt, the Borrower will prepay Term Loans pursuant to this Section 6.9 only with the Term Loan’s First Lien Percentage of The offer price in any Excess Proceeds applied as set forth above. Any prepayment made pursuant to this Section 7.6 Offer will be made by paying to the Lenders an amount equal to the principal amount of such Terms Loans prepaid thereof plus accrued and unpaid interest to the date of prepaymentpurchase, and will be payable in cash. If any Excess Proceeds remain after completion of the foregoing prepaymentsan Excess Proceeds Offer, the Borrower Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Agreement and the amount of Excess Proceeds will be reset to zero.
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