Beginning on the Closing Date the Borrower shall apply (1) 100% of all Net Proceeds (other than Net Proceeds of the kind described in the following clause (2)) within five (5) Business Days after receipt thereof to prepay Term Loans in accordance with clauses (c) and (d) of Section 2.10 and (2) all Net Proceeds from any issuance or incurrence of Refinancing Notes, Refinancing Term Loans and Replacement Revolving Facility Commitments (other than solely by means of extending or renewing then existing Refinancing Notes, Refinancing Term Loans and Replacement Revolving Facility Commitments without resulting in any Net Proceeds), no later than three (3) Business Days after the date on which such Refinancing Notes, Refinancing Term Loans and/or Revolving Facility Commitments are issued or incurred, to prepay Term Loans and/or Revolving Facility Commitments in accordance with Section 2.23 and the definition of “Refinancing Notes” (as applicable).
Beginning on the Closing Date the Borrower shall apply all Net Proceeds within five (5) Business Days after receipt thereof to prepay Term Loans in accordance with clauses (e) and (f) below.
Beginning on the Closing Date. Buyer shall provide each Transferred Employee with (or shall cause the Transferred Employees to be provided with) compensation and employee benefits that are substantially comparable with the compensation and employee benefits of Cumulus Media Inc. (other than retiree welfare benefits or equity incentives), taking into account, to the extent relevant, the applicable market and the geographic location.
Beginning on the Closing Date neither Buyer nor any of its Controlled Affiliates shall, prior to the end of the first (1st) anniversary of the Closing Date, directly or indirectly, solicit for purposes of employment, offer to hire, hire or enter into any employment agreement with any person who at the time of such action is, or has been within the last nine (9) months, an employee of Seller Parent or any of its Subsidiaries (other than a Transferred Employee) (any such person, a “Restricted Person”), or otherwise solicit, induce or otherwise encourage any Restricted Person to discontinue or refrain from entering into any employment relationship (contractual or otherwise) with Seller Parent or any Seller Parent Subsidiary; provided, however, that notwithstanding the foregoing, for purposes of this Agreement, Buyer and its Affiliates shall not be prohibited from (i) placing general advertisements or conducting general employment solicitations (including via a search firm inquiry) that are not targeted at any current or former employee of Seller Parent or any Seller Parent Subsidiary or (ii) soliciting or employing any Restricted Person who, for a period of nine (9) continuous months prior to the date of such solicitation or employment, has not served as a director, officer or employee of Seller Parent or any of its Subsidiaries. Buyer and Seller Parent agree that the Confidentiality Agreement, as it relates to the solicitation of employees, shall, as of the Closing, be terminated and of no further force and effect.
Beginning on the Closing Date the Borrower shall apply all Net Proceeds from any issuance or incurrence of Refinancing Notes, Refinancing Term Loans and Replacement Revolving Facility Commitments (other than solely by means of extending or renewing then existing Refinancing Notes, Refinancing Term Loans and Replacement Revolving Facility Commitments without resulting in any Net Proceeds), no later than three (3) Business Days after the date on which such Refinancing Notes, Refinancing Term Loans and Replacement Revolving Facility Commitments are issued or incurred, to prepay Term Loans, if any, and/or Revolving Facility Commitments in accordance with Sections 2.10(c), 2.23 and the definition of “Refinancing Notes” (as applicable).
Beginning on the Closing Date the Borrower shall apply all Net Proceeds within three (3) Business Days after receipt thereof in accordance with clause (h) below; provided, that with respect to the Disposition of any Designated Real Property, the Designated Real Property Retained Proceeds with respect to such Disposition shall not be required to be applied in accordance with clause (h) below, but may be used by the Borrower and its Subsidiaries in the operation of their businesses in accordance with the Budget (subject to the variances therefrom permitted under Section 6.10(b)), with Designated Real Property Prepayment Proceeds with respect to such Disposition to be, in the Borrower’s discretion, either (i) used to prepay all or any portion of outstanding Revolving Loans, with a corresponding, permanent reduction of a portion of the Total Revolving Commitments in an aggregate amount equal to the aggregate amount of such prepayment or (ii) held in a segregated account with the Administrative Agent (the “Specified Account”) as collateral for the Obligations and the Prepetition Priority Payment Obligations. With respect to any Specified Account, (1) the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account (and the Borrower shall enter into a cash collateral agreement with respect to such account in form and substance reasonably acceptable to the Administrative Agent), (2) other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest and (3) interest or profits, if any, on such investments shall accumulate in such account. To the extent such Designated Real Property Retained Proceeds are used to prepay outstanding Revolving Loans, such prepayments may be made without a corresponding reduction of the Total Revolving Commitments.
Beginning on the Closing Date. The Fifth Amendment PIK Fee shall be paid in full on the Fifth Amendment Effective Date by increasing the outstanding principal amount of Loans by the amount of the Fifth Amendment PIK Fee on the Fifth Amendment Effective Date. The Fifth Amendment PIK Fee so added to the principal amount of the Loans shall bear interest as provided in Section 2.04
Beginning on the Closing Date and continuing until the first anniversary thereof, the Buyer shall (i) provide (or cause its Subsidiaries to provide) each Continuing Employee with an annual base salary and annual cash bonus target that are no less favorable in the aggregate than such Continuing Employee’s annual base salary and annual cash bonus target immediately prior to the Closing Date and (ii) provide (or cause its Subsidiaries to provide) employee benefits to each Continuing Employee that are substantially comparable in the aggregate to the employee benefits provided to similarly situated employees of the Buyer or its Affiliates.
Beginning on the Closing Date. The Fifth Amendment PIK Fee shall be paid in full on the Fifth Amendment Effective Date by increasing the outstanding principal amount of Loans by the amount of the Fifth Amendment PIK Fee on the Fifth Amendment Effective Date. The Fifth Amendment PIK Fee so added to the principal amount of the Loans shall bear interest as provided in Section 2.04 beginning on the Fifth Amendment Effective Date. Any Warrant PIK Fee shall be paid in full on any Warrant PIK Fee Date by increasing the outstanding principal amount of Loans by the amount of such Warrant PIK Fee on such Warrant PIK Fee Date. Any Warrant PIK Fee so added to the principal amount of the Loans shall bear interest as provided in Section 2.04 beginning on the corresponding Warrant PIK Fee Date. The obligation of the Borrower to pay the PIK Fees shall be automatically evidenced by this Agreement or, if applicable, any Notes issued pursuant to this Agreement.
Beginning on the Closing Date. BGI shall apply (1) the Required Percentage of all Net Proceeds (other than Net Proceeds of the kind described in the following clause (2)) within five (5) Business Days after receipt thereof to prepay Term Loans in accordance with clauses (d) and (e) of Section 2.10 and (2) all Net Proceeds from any issuance or incurrence of Refinancing Notes, Refinancing Term Loans and Replacement Revolving Facility Commitments (other than solely by means of extending or renewing then existing Refinancing Notes, Refinancing Term Loans and Replacement Revolving Facility Commitments without resulting in any Net Proceeds), no later than three (3) Business Days after the date on which such Refinancing Notes, Refinancing Term Loans and Replacement Revolving Facility Commitments are issued or incurred, to prepay Term Loans and/or Revolving Facility Commitments in accordance with Section 2.23 and the definition of “Refinancing Notes” (as applicable).
