Common use of Certain Mandatory Prepayment Events Clause in Contracts

Certain Mandatory Prepayment Events. Borrowers shall be required to prepay (i) the unpaid principal balance of the Term Loans, and after the Term Loans has been paid in full, Borrowers shall be required to prepay the outstanding principal balance of the Revolving Loans on the date of each and every Prepayment Event of the type described in clause (a), (b), (d) and (e) of the definition thereof (and on any date thereafter on which proceeds pertaining thereto are received by any Loan Party) and (ii) the outstanding principal balance of the Revolving Loans, and after the Revolving Loans have been paid in full, Borrowers shall be required to prepay the outstanding principal balance of the Revolving Loans on the date of each and every Prepayment Event of the type described in clause (c) of the definition thereof (and on any date thereafter on which proceeds pertaining thereto are received by any Loan Party), in each case without any demand or notice from Agent, any Lender or any other Person, all of which is hereby expressly waived by each Borrower, in the amount of 100% of the proceeds (net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates of any Loan Party) received by any Loan Party with respect to such Prepayment Event; provided, that with respect to a Prepayment Event of the type described in clause (a) or (b) of the definition of Prepayment Event, so long as no Default or Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event are actually applied within 180 days of such receipt or to (x) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (y) repair, replace or reconstruct property and or assets damaged by such Prepayment Event or the applicable Loan Party enters into a binding commitment to do so within 180 days of such receipt and such proceeds are applied within 180 days following such initial 180 day period, such proceeds shall not be required to prepay the Loans pursuant to 314050368.12 this Section 2.6(a) (pending such reinvestment such proceeds shall be delivered to Agent to hold in an escrow account; provided, that to the extent such proceeds are not reinvested within the periods described in the foregoing proviso, or any Default or Event of Default occurs during such period, Agent shall apply such proceeds as a prepayment of the Term Loan as provided in this Section 2.6(a)). Each such prepayment shall be subject to the Early Termination Fee in the amount specified in Section 3.2(e).

Certain Mandatory Prepayment Events. Borrowers shall be required to prepay (i) the unpaid principal balance of the Term LoansLoan, and after the Term Loans Loan has been paid in full, Borrowers shall be required to prepay the outstanding principal balance of the Revolving Loans on within three (3) Business Days after the date of each and every Prepayment Event of the type described in clause (a), (b), (d) and (e) of the definition thereof (and on any date thereafter on which proceeds pertaining thereto are received by any Loan Partywithin three (3) and (ii) the outstanding principal balance of the Revolving Loans, and Business Days after the Revolving Loans have been paid in full, Borrowers shall be required to prepay the outstanding principal balance of the Revolving Loans on the date of each and every Prepayment Event of the type described in clause (c) of the definition thereof (and on any date thereafter on which proceeds pertaining thereto are received by any Loan Party), in each case without any demand or notice from Agent, any Lender or any other Person, all of which is hereby expressly waived by each Borrower, in the amount of 100% of the proceeds (net of (w) documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates of any Loan Party, (x) transfer and similar taxes, (y) reserves and escrows for indemnities, until such reserves are no longer needed and (z) amounts applied to the repayment of Indebtedness secured by Permitted Liens on assets disposed of in connection with the Prepayment Event) received by any Loan Party with respect to such Prepayment Event; provided, that with respect to a Prepayment Event of the type described in clause (a) or (bii) of the definition of Prepayment Event, so long as no Default or Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during any Fiscal Year and are actually applied within 180 days of such receipt or to (x) repair, replace or reconstruct the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (y) repair, replace or reconstruct property and or assets damaged by such Prepayment Event or the applicable Loan Party enters into a binding commitment to do so within 180 days of such receipt and such proceeds are applied within 180 days following such initial 180 day periodEvent, such proceeds shall not be required to prepay the Loans pursuant to 314050368.12 this Section 2.6(a) (pending such reinvestment such proceeds shall be delivered to Agent to hold in an escrow account; provided, that to the extent such proceeds are not reinvested within the periods described in the foregoing provisosuch 180-day period, or any Default or Event of Default occurs during such period, Agent shall apply such proceeds as a prepayment of the Term Loan as provided in this Section 2.6(a)). Each such prepayment shall be subject to the Early Termination Fee in the amount specified in Section 3.2(e).

Certain Mandatory Prepayment Events. Borrowers shall be required to prepay (i) the unpaid principal balance of the Term Loans, and after the Term Loans has been paid in full, Borrowers Borrower shall be required to prepay the outstanding principal balance of the Revolving Loans on within five (5) Business Days of the date of each and every Prepayment Event of the type described in clause (a), (b), (d) and (e) of the definition thereof (and on within five (5) Business Days of any date thereafter on which proceeds pertaining thereto are received by any Loan Party) and (ii) the outstanding principal balance of the Revolving Loans, and after the Revolving Loans have been paid in full, Borrowers shall be required to prepay the outstanding principal balance of the Revolving Loans on the date of each and every Prepayment Event of the type described in clause (c) of the definition thereof (and on any date thereafter on which proceeds pertaining thereto are received by any Loan PartyBorrower), in each case without any demand or notice from Agent, any Lender or any other Person, all of which is hereby expressly waived by each Borrower, in the amount of 100% of the cash proceeds (net of documented reasonable out-of-pocket costs and expenses expenses, including Taxes and any reserves established in connection therewith, incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates of any Loan PartyBorrower) received by any Loan Party Borrower with respect to such Prepayment Event; provided, provided that with respect to a Prepayment Event of the type described in clause clauses (ai) or and (bii) of the definition of Prepayment Event, so long as no Default or Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $250,000 in the aggregate during any Fiscal Year and are actually applied within 180 days of such receipt or to (x) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (y) repair, replace or reconstruct property and or assets damaged by such Prepayment Event or the applicable Loan Party enters into a binding commitment to do so within 180 days of such receipt and such proceeds are applied within 180 days following such initial 180 day periodEvent, such proceeds shall not be required to prepay the Loans pursuant to 314050368.12 this Section 2.6(a1.8(a) (pending such reinvestment such proceeds shall be delivered to Agent to hold in an escrow accountsegregated by Borrower for such purpose; provided, that provided to the extent such proceeds are not reinvested within the periods described in the foregoing provisosuch 180 day period, or any Default or Event of Default occurs during such period, Agent Lender shall apply such proceeds as a prepayment of the Term Loan Revolving Loans as provided in this Section 2.6(a1.8(a)). Each such prepayment shall be subject to the Early Termination Fee in the amount specified in Section 3.2(e).

Certain Mandatory Prepayment Events. Borrowers shall be required Except as otherwise provided in Section 5.03 and 5.04 hereof, any payment received by the Security Agent with respect to prepay (i) any Vessel under the unpaid principal balance of the Term Loans, and after the Term Loans has been paid circumstances specified in full, Borrowers shall be required to prepay the outstanding principal balance of the Revolving Loans on the date of each and every Prepayment Event of the type described in clause (a), (b), (dSection 3.1(b) and (e) of the definition thereof (and on any date thereafter on which proceeds pertaining thereto are received by any Loan Party) and (ii) the outstanding principal balance of the Revolving Loans, and after the Revolving Loans have been paid in full, Borrowers shall be required to prepay the outstanding principal balance of the Revolving Loans on the date of each and every Prepayment Event of the type described in clause (c) of the definition thereof (Credit Agreement shall be deposited to the Special Payments Account and on any date thereafter on which proceeds pertaining thereto are received by any Loan Party)be applied in the following order of priority: First, in each case without any demand or notice from so much of such amounts shall be distributed to the Security Agent, the Administrative Agent and the Lenders sufficient to reimburse the Security Agent, the Administrative Agent and the Lenders on a pro rata basis for any Lender costs or any other Person, all of which is hereby expressly waived by each Borrower, in the amount of 100% of the proceeds (net of documented reasonable out-of-pocket costs and expenses reasonably incurred in connection with the collection such prepayment; Second, so much of such proceeds, amounts remaining as is required to pay in each case payable to Persons that are not Affiliates of any Loan Party) received by any Loan Party with respect full the Senior Management Fees applicable to such Prepayment EventVessel then due and owing to the Manager; providedThird, that with respect so much of such amounts remaining as is required to pay in full the accrued but unpaid interest thereon plus related LIBOR Break Costs (if any) shall be distributed to the Lenders on a Prepayment Event pro rata basis based upon the outstanding principal amount of Advances funded by such Lenders; Fourth, so much of such amounts remaining shall be distributed to the type described Class A Members sufficient to pay in clause (a) or (bfull to each Class A Member the distribution permitted under Section 5.1(a)(i)(B) of the definition of Prepayment EventJV Agreement on a pro rata basis and, thereafter, so long as no Default much of such amounts remaining shall be distributed to the Class B Member sufficient to pay in full to the Class B Member the distribution permitted under Section 5.1(a)(i)(D) of the JV Agreement; Fifth, so much of such amounts remaining shall be distributed to the Manager sufficient to pay in full all remaining Management Fees (including the remaining Junior Management Fees) applicable to such Vessel which are then due and owing; Sixth, so much of such amounts remaining shall be distributed to the Lenders in order to pay the outstanding principal amount of all Advances on a pro rata basis based upon the outstanding principal amount of all Advances funded by the Lenders; and Seventh, so much of such amounts remaining shall be distributed to the applicable Class A Member in order to pay in full all such Class A Subordinated Indebtedness; Eighth, so much of such amounts remaining shall be distributed to the applicable Equity Holder in order to pay in full all such Equity Holder Subordinated Indebtedness; Ninth, so much of such amounts remaining shall be distributed to the applicable Equity Holder in order to reimburse such Equity Holder for payment (if any) made by such Equity Holder whether in the form of a capital contribution or Event a subordinated loan permitted under the JV Agreement to allow the Borrower to comply with the requirements of Default existsSection 3.1(c) of the Credit Agreement; Tenth, to the extent that Reserve Funding Account until the proceeds received by such Person as a result balance of such Prepayment Event are actually applied within 180 days Account is equal to the Targeted Reserve Amount as of such receipt or to (x) replace date; and Eleventh, the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (y) repairbalance, replace or reconstruct property and or assets damaged by such Prepayment Event or the applicable Loan Party enters into a binding commitment to do so within 180 days if any, of such receipt and such proceeds are applied within 180 days following such initial 180 day period, such proceeds shall not be required to prepay the Loans pursuant to 314050368.12 this Section 2.6(a) (pending such reinvestment such proceeds payments or amounts remaining thereafter shall be delivered to Agent to hold in an escrow account; provided, that deposited into the Equity Distribution Account for distribution to the extent such proceeds are not reinvested within the periods described Equity Holders in the foregoing proviso, or any Default or Event of Default occurs during such period, Agent shall apply such proceeds as a prepayment accordance with Sections 5.1(a)(iii) through 5.l(a)(vi) of the Term Loan as provided in this Section 2.6(a)). Each such prepayment shall be subject to the Early Termination Fee in the amount specified in Section 3.2(e)JV Agreement.

Certain Mandatory Prepayment Events. Borrowers shall be required In each case subject to prepay (i) the unpaid principal balance of the Term Loans, and after the Term Loans has been paid in fullIntercreditor Agreement, Borrowers shall be required to prepay the outstanding unpaid principal balance of the Revolving Loans on within three (3) Business Days following the date of each and every Prepayment Event of the type described in clause (a), (b), (d) and (e) of the definition thereof (and on any date thereafter on which proceeds pertaining thereto are received by any Loan Partywithin three (3) and (ii) the outstanding principal balance of the Revolving Loans, and after the Revolving Loans have been paid in full, Borrowers shall be required to prepay the outstanding principal balance of the Revolving Loans on the date of each and every Prepayment Event of the type described in clause (c) of the definition thereof (and on Business Days following any date thereafter on which proceeds pertaining thereto are received by any Loan Party), in each case without any demand or notice from Agent, any Lender or any other Person, all of which is hereby expressly waived by each BorrowerBorrowers, in the amount of 100% of the cash proceeds (net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates of any Loan Party) received by any Loan Party with respect to such Prepayment Event; provided, that with respect to a Prepayment Event of the type described in clause clauses (a) or (b) of the definition of Prepayment Event, so long as no Default or Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $500,000 in the aggregate during any Fiscal Year and are actually applied within 180 days of such receipt or to (x) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or functions, (y) repair, replace or reconstruct property and or and/or assets damaged by such Prepayment Event Event, or (z) purchase or construct other assets useful in the applicable Loan Party enters into a binding commitment to do so within 180 days business of such receipt Parent and such proceeds are applied within 180 days following such initial 180 day periodits Subsidiaries and not otherwise prohibited by the terms of this Agreement, such proceeds shall not be required to prepay the Loans pursuant to 314050368.12 this Section 2.6(a1.8(a) (pending such reinvestment such proceeds shall be delivered to Agent to hold held in an escrow accounta Blocked Account; provided, that provided to the extent such proceeds are not reinvested within the periods described in the foregoing provisosuch 180 day period, or any Default or Event of Default occurs during such period, Agent Lender shall apply such proceeds as a prepayment of the Term Loan as provided in this Section 2.6(a)). Each such prepayment shall be subject to the Early Termination Fee in the amount specified in Section 3.2(eLoans).