Mandatory Prepayment. (i) Within 10 Business Days after the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2014 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), within 10 Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the applicable ECF Percentage times the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year; provided, that, with respect to the Fiscal Year ending December 31, 2014, the prepayment required under this Section 2.05(c)(i) shall be measured based on the period beginning on the Effective Date through the end of such Fiscal Year.
(ii) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions (other than Dispositions under clause (i) of the definition of Permitted Disposition) $2,000,000 in any Fiscal Year, provided, that, for all Dispositions under clause (i) of the definition of Permitted Disposition, all Net Cash Proceeds of such Dispositions shall be deposited into and maintained in a blocked account subject to a Control Agreement until the earlier of (x) such time as the Borrowers and the Agent agree in writing on the application of such Net Cash Proceeds, and upon such agreement such Net Cash Proceeds shall be applied in accordance with such agreement, and (y) 60 days after the receipt of any such Net Cash Proceeds, at which time such Net Cash Proceeds shall be applied in accordance with Section 2.05(d). Noth...
Mandatory Prepayment illegality
(a) If it becomes, or to the knowledge of any Lender is to become, unlawful or otherwise prohibited (whether temporarily or permanently) in any jurisdiction for a Lender to perform any of its obligations as contemplated by a Finance Document or to fund or maintain its share in one or more of the Loans, or to exercise any of its material rights under the Finance Documents, that Lender shall notify the Facility Agent and the Owner (any such event being a Lender Event).
(b) After notification under paragraph (a) above (and subject always to satisfactory alternate arrangements being put into place in accordance with paragraph (d) below):
(i) the Owner must repay or prepay the share of that Lender in the relevant Loan or Loans on the date specified in paragraph (c) below; and
(ii) the Commitments of that Lender will be immediately cancelled.
(c) The date for prepayment of a Lender’s share in a Loan will be:
(i) the last day of the current Term of that Loan; or
(ii) if earlier, the date specified by that Lender in the notice delivered to the Owner under paragraph (a) above (being no earlier than the last day of any applicable grace period permitted by Applicable Law).
(d) If, prior to the occurrence of a Lender Event, a Lender receives notice or becomes aware that a Lender Event will occur, that Lender and the Owner shall enter into discussions in good faith for a period of twenty (20) days (or such shorter period, if any, as may be available prior to the Lender Event taking effect) (the Lender Consultation Period) with a view to agreeing how the effects of the Lender Event can be avoided or mitigated so that alternative legal, valid and binding obligations, in form and substance satisfactory to that Lender and the Owner, are put in place. If that Lender and the Owner cannot agree and complete such arrangements prior to the end of the Lender Consultation Period, the Owner shall be obliged to immediately prepay the share of that Lender in the Loan on the date specified in paragraph (c) above.
Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower.
(ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing).
Mandatory Prepayment. (i) If on any day the Principal Obligations exceed the Available Commitment for any reason (including, in each case without limitation, as a result of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess, an “Overadvance”), then the applicable Borrower or Borrowers shall (i) if the amount of such Overadvance is greater than or equal to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in full.
(ii) If, on any day, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Time.
Mandatory Prepayment. Without notice or demand, if the sum of the outstanding principal balance of the Revolving Advances plus the L/C Amount shall at any time exceed the Borrowing Base, the Borrower shall (i) first, immediately prepay the Revolving Advances to the extent necessary to eliminate such excess; and (ii) if prepayment in full of the Revolving Advances is insufficient to eliminate such excess, pay to the Lender in immediately available funds for deposit in the Special Account an amount equal to the remaining excess. Any payment received by the Lender under this Section 2.13 or under Section 2.12 may be applied to the Obligations, in such order and in such amounts as the Lender, in its discretion, may from time to time determine.
Mandatory Prepayment. The Borrowers shall be obliged to prepay the Relevant Amount if a Ship:
(a) is sold, on or before the date on which the sale is completed by delivery of the Ship to the buyer; or
(b) becomes a Total Loss, on the earlier of the date falling 90 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss. In this Clause 8.8:
Mandatory Prepayment. (i) In the event of a Qualifying Transaction occurring after the First LMA Closing Date, Bank shall be entitled to request that Borrower prepay, on account of the outstanding principal amount of 2013 Term Loan Advances (plus all interest accrued thereon), an amount equal to fifty percent (50.0%) of the Qualifying Proceeds in connection with such Qualifying Transaction. Borrower shall give Bank prior written notice of the Qualifying Transaction or of the potential occurrence of a Qualifying Transaction (it being understood that such notice shall not constitute any assurance that the potential Qualifying Transaction will in fact occur and Borrower shall not be deemed to be in default of this Agreement should such potential Qualifying Transaction not occur), in any event, no later than the date of Borrower’s receipt of any portion of such Qualifying Proceeds. Borrower shall, within five (5) Business Days if requested by Bank by notice to Borrower given within sixty (60) days of Bank’s receipt of the above-referenced notice from Borrower, make such prepayment. For the sake of clarity, if, from time to time, Borrower receives an additional portion from such Qualifying Proceeds, then the above notice requirement and other provisions apply equally to such additional Qualifying Proceeds.
(ii) In the event that, after the First LMA Closing Date, Borrower makes a distribution to all of its shareholders (by way of dividend or otherwise) (without limiting any provisions of this Agreement, including, without limitation, Section 7.6, provided however that no such distribution shall be made unless and until Borrower receives notice from Bank as provided below (or Bank fails to give such notice within the fourteen (14) day period for Bank to give notice as provided below)), whether with respect to Qualifying Proceeds or otherwise, Borrower shall notify Bank thereof simultaneously with its notice to the public declaring the distribution (and in any case, at least fourteen (14) days prior to the date of the proposed distribution), and Borrower shall, simultaneously with the making of the distribution if requested by Bank by notice to Borrower given within fourteen (14) days of Bank’s receipt of the above-referenced notice from Borrower, repay the outstanding principal amount of 2013 Term Loan Advances (plus all interest accrued thereon) in an amount equal to one hundred percent (100.0%) of such distribution.
(iii) In the event of an early prepayment whether at the request o...
Mandatory Prepayment. If at any time from and after the Closing Date: (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “Prepayment Date”), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Property.
Mandatory Prepayment. Without notice or demand, if the outstanding principal balance of the Revolving Advances shall at any time exceed the Borrowing Base, the Borrower shall immediately prepay the Revolving Advances to the extent necessary to eliminate such excess. Any payment received by the Lender under this Section 2.8 or under Section 2.6 may be applied to the Obligations, in such order and in such amounts as the Lender, in its discretion, may from time to time determine.
Mandatory Prepayment change of control
(a) For the purposes of this Subclause: a change of control occurs if, after the Separation Date, any person or group of persons acting in concert gains control of more than 50 per cent. of the shares (or voting rights attaching to shares) in the Company; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal); control has the meaning given to that term in section 5:45 of the Dutch Financial Markets Supervision Act; shares has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act; and voting rights has the meaning given to it in section 5:33 of the Dutch Financial Markets Supervision Act.
(b) The Company must promptly notify the Facility Agent if it becomes aware of any change of control, and the Facility Agent shall notify the Lenders of any notification it receives from the Company under this paragraph (b).
(c) After a change of control, a Lender is not obliged to participate in a Loan other than a Rollover Loan.
(d) After a change of control, the Lenders shall negotiate with the Company in good faith for a period of not more than 15 Business Days from the date of the notification by the Company to the Facility Agent under paragraph (b) above with a view to agreeing whether the Facility can continue to be made available.
(e) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if any Lender so requires, the Facility Agent must, by giving 20 Business Days’ notice to the Company:
(i) cancel that Lender’s Commitments;
(ii) declare that the Company must immediately repay or prepay the share of that Lender in each Loan made to it together with accrued interest and all other amounts accrued under the Finance Documents towards that Lender; and
(iii) the Commitment of that Lender will be immediately cancelled.
(f) If no agreement is reached by the Company and the Lenders under paragraph (d) above before the last day of the time period set out therein, if the Majority Lenders so require, the Facility Agent must, by notice to the Company:
(i) cancel the Total Commitments; and
(ii) declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its terms
