Common use of Mandatory Prepayment; Commitment Termination; Cash Collateral Clause in Contracts

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment and/or cash collateralization of Letters of Credit as follows: (a) If at any time the amount of the Tranche A Credit Extensions by the Tranche A Lenders exceeds the lesser of the aggregate Tranche A Commitments or the Tranche A Borrowing Base, the Borrowers will, immediately upon notice from the Administrative Agent: (i) prepay the Tranche A Loans (including Swingline Loans) in an amount necessary to eliminate such deficiency and (ii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 101.5% of the Letter of Credit Outstandings. (b) If at any time the amount of the Revolving Credit Extensions by the Revolving Lenders causes Excess Availability to be less than zero, the Borrowers will, immediately upon notice from the Administrative Agent: (i) prepay the Tranche A Loans in an amount necessary to eliminate such deficiency; (ii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, prepay the Tranche A-1 Loans in an amount necessary to eliminate such deficiency; and (iii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans and Tranche A-1 Loans such deficiency has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 101.5% of the Letter of Credit Outstandings. (c) The Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of Section 2.19, to the extent then applicable. (d) So long as a Liquidation has not been commenced and the conditions set forth in Section 4.02 have been satisfied by the Loan Parties, at the time of the delivery of each Borrowing Base Certificate, Tranche A Loans shall be made by the Tranche A Lenders to repay the Tranche A-1 Loans to the extent that the Tranche A-1 Loans exceed Incremental Availability as reflected in such Borrowing Base Certificate. (e) Except during the continuance of a Trigger Event (Cash Dominion), any Net Cash Proceeds, Cash Receipts and other payments received by the Administrative Agent shall be applied as the Lead Borrower shall direct the Administrative Agent in writing, and otherwise consistent with the provisions of Section 2.08. (f) Subject to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be given only if a Trigger Event (Cash Dominion) has not occurred and is not continuing), outstanding Base Rate Loans shall be prepaid before outstanding LIBOR Loans are prepaid. (g) A prepayment of the Revolving Loans and Swingline Loans pursuant to Section 2.08 or this Section 2.09 shall not permanently reduce the Revolving Commitments. Upon the Termination Date, the Revolving Commitments and the credit facility provided hereunder shall be terminated in full and the Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations then owing by them and the Letters of Credit shall be cash collateralized as provided for in Section 2.06. The LOTL Commitment shall expire upon the making of the LOTL Loan on the Fourth Restatement Effective Date or, if no LOTL Loans are made on the Fourth Restatement Effective Date, at the close of business on the Fourth Restatement Effective Date. (h) Unless otherwise agreed to by the Administrative Agent and the Lead Borrower, within one Business Day after each Ram RE Addition Date and continuing until the Ram End Date, the Borrowers shall make a mandatory prepayment of the LOTL Loans in the amount of Ram RE Availability arising from the addition of Ram Real Estate to the RE Borrowing Base Amount on such Ram RE Addition Date, so long as the LOTL Prepayment Conditions are satisfied.

Appears in 1 contract

Samples: Credit Agreement (Performance Food Group Co)

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Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment and/or cash collateralization of Letters of Credit as follows: (a) If at any time the amount of the Tranche A Credit Extensions by the Tranche A Lenders exceeds the lesser of the aggregate Tranche A Commitments or the Tranche A Borrowing Base, the Borrowers will, immediately upon notice from the Administrative Agent: (i) prepay the Tranche A Loans (including Swingline Loans) in an amount necessary to eliminate such deficiency and (ii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 101.5% of the Letter of Credit Outstandings. (b) If at any time the amount of the Revolving Credit Extensions by the Revolving Lenders causes Excess Availability to be less than zero, the Borrowers will, immediately upon notice from the Administrative Agent: (i) prepay the Tranche A Loans in an amount necessary to eliminate such deficiency; (ii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, prepay the Tranche A-1 Loans in an amount necessary to eliminate such deficiency; and (iii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans and Tranche A-1 Loans such deficiency has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 101.5% of the Letter of Credit Outstandings. (c) The Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of Section 2.19, to the extent then applicable. (d) So long as a Liquidation has not been commenced and the conditions set forth in Section 4.02 have been satisfied by the Loan Parties, at the time of the delivery of each Borrowing Base Certificate, Tranche A Loans shall be made by the Tranche A Lenders to repay the Tranche A-1 Loans to the extent that the Tranche A-1 Loans exceed Incremental Availability as reflected in such Borrowing Base Certificate. (e) Except during the continuance of a Trigger Event (Cash Dominion), any Net Cash Proceeds, Cash Receipts and other payments received by the Administrative Agent shall be applied as the Lead Borrower shall direct the Administrative Agent in writing, and otherwise consistent with the provisions of Section 2.08. (f) Subject to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be given only if a Trigger Event (Cash Dominion) has not occurred and is not continuing), outstanding Base Rate Loans shall be prepaid before outstanding LIBOR LIBORSOFR Loans are prepaid. (g) A prepayment of the Revolving Loans and Swingline Loans pursuant to Section 2.08 or this Section 2.09 shall not permanently reduce the Revolving Commitments. Upon the Termination Date, the Revolving Commitments and the credit facility provided hereunder shall be terminated in full and the Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations then owing by them and the Letters of Credit shall be cash collateralized as provided for in Section 2.06. The LOTL Commitment shall expire upon the making of the LOTL Loan on the Fourth Restatement Effective Date or, if no LOTL Loans are made on the Fourth Restatement Effective Date, at the close of business on the Fourth Restatement Effective Date. (h) Unless otherwise agreed to by the Administrative Agent and the Lead Borrower, within one Business Day after each Ram RE Addition Date and continuing until the Ram End Date, the Borrowers shall make a mandatory prepayment of the LOTL Loans in the amount of Ram RE Availability arising from the addition of Ram Real Estate to the RE Borrowing Base Amount on such Ram RE Addition Date, so long as the LOTL Prepayment Conditions are satisfied.

Appears in 1 contract

Samples: Credit Agreement (Performance Food Group Co)

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment and/or cash collateralization of Letters of Credit as follows: (a) If at any time the aggregate principal amount of the Tranche A outstanding Loans plus the Letter of Credit Extensions by the Tranche A Lenders Outstandings exceeds the lesser of (x) the aggregate Tranche A Commitments Total ---- Commitment and (y) on or after the Tranche A date as of which a Borrowing Base Certificate is required to be delivered to the Agent, the Borrowing Base, the Borrowers will, immediately upon notice from the Administrative Agent: Borrower will within one Business Day (i) prepay the Tranche A Loans (including Swingline Loans) in an amount necessary to eliminate such deficiency cause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of ---- Credit Outstandings to be equal to or less than the Total Commitment and/or the Borrowing Base, as the case may be, and (ii) if, after giving effect to the prepayment in full of all the Loans, the undrawn amount of outstanding Tranche A Loans such deficiency has not been eliminatedLetter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account exceeds the Total Commitment and/or the Borrowing Base, as the case may be, deposit cash into the Cash Collateral Letter of Credit Account in an amount equal to 101.5105% of the amount by which the aggregate Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit OutstandingsAccount so exceeds the Total Commitment or Borrowing Base, as the case may be. (b) If at any time Upon the amount repatriation of funds from the Revolving Credit Extensions by the Revolving Lenders causes Excess Availability to be less than zeroBorrower's foreign subsidiaries, the Borrowers will, immediately upon notice from the Administrative Agent: (i) prepay the Tranche A Loans in an amount necessary to eliminate Borrower shall apply 100% of such deficiency; (ii) if, after giving effect proceeds thereof to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminatedthe Loans; provided, prepay the Tranche A-1 Loans in an amount necessary to eliminate such deficiency; and (iii) ifhowever, after giving effect that any prepayment pursuant to the prepayment in full of all outstanding Tranche A Loans and Tranche A-1 Loans such deficiency has -------- ------- foregoing shall not been eliminated, deposit cash into reduce the Cash Collateral Account in an amount equal to 101.5% of the Letter of Credit OutstandingsTotal Commitment. (c) The Loans Promptly and in any event within 5 Business Days after the date of receipt of the Net Proceeds, upon the sale of assets permitted in Section 6.11(iv), the Borrower shall be repaid daily in accordance with (and apply 100% of such Net Proceeds thereof to the extent required under) prepayment of the provisions of Section 2.19Loans, provided, however, that any prepayment pursuant to the extent then applicable-------- ------- foregoing shall not reduce the Total Commitment. (d) So long as a Liquidation has not been commenced and the conditions set forth in Section 4.02 have been satisfied by the Loan Parties, at the time of the delivery of each Borrowing Base Certificate, Tranche A Loans shall be made by the Tranche A Lenders to repay the Tranche A-1 Loans to the extent that the Tranche A-1 Loans exceed Incremental Availability as reflected in such Borrowing Base Certificate. (e) Except during the continuance of a Trigger Event (Cash Dominion), any Net Cash Proceeds, Cash Receipts and other payments received by the Administrative Agent shall be applied as the Lead Borrower shall direct the Administrative Agent in writing, and otherwise consistent with the provisions of Section 2.08. (f) Subject to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be given only if a Trigger Event (Cash Dominion) has not occurred and is not continuing), outstanding Base Rate Loans shall be prepaid before outstanding LIBOR Loans are prepaid. (g) A prepayment of the Revolving Loans and Swingline Loans pursuant to Section 2.08 or this Section 2.09 shall not permanently reduce the Revolving Commitments. Upon the Termination Date, the Revolving Commitments and the credit facility provided hereunder Total Commitment shall be terminated in full and the Borrowers Borrower shall pay, repay the Loans in full (plus any accrued but unpaid interest and fees thereon) and, except as the Agent may otherwise agree in cashwriting, all outstanding Loans and all other outstanding Obligations then owing by them and the Letters if any Letter of Credit shall remains outstanding, to the Cash Collateralization of the Letter of Credit Outstandings, such cash to be cash collateralized as provided for in Section 2.06. The LOTL Commitment shall expire remitted to the Borrower upon the making expiration, cancellation, satisfaction or other termination of the LOTL Loan on the Fourth Restatement Effective Date orsuch reimbursement obligations, if no LOTL Loans are made on the Fourth Restatement Effective Date, at the close of business on the Fourth Restatement Effective Dateor otherwise comply with Section 2.03(b). (h) Unless otherwise agreed to by the Administrative Agent and the Lead Borrower, within one Business Day after each Ram RE Addition Date and continuing until the Ram End Date, the Borrowers shall make a mandatory prepayment of the LOTL Loans in the amount of Ram RE Availability arising from the addition of Ram Real Estate to the RE Borrowing Base Amount on such Ram RE Addition Date, so long as the LOTL Prepayment Conditions are satisfied.

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (Galey & Lord Inc)

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment and/or cash collateralization of Letters of Credit as follows: (a) If at any time the amount of the Tranche A Credit Extensions by the Tranche A Lenders exceeds the lesser of the aggregate Tranche A Commitments or the Tranche A Borrowing Base, the Borrowers will, immediately upon notice from the Administrative Agent: (i) prepay the Tranche A Loans (including Swingline Loans) in an amount necessary to eliminate such deficiency and (ii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 101.5% of the Letter of Credit Outstandings. (b) If at any time the amount of the Revolving Credit Extensions by the Revolving Lenders causes Excess Availability to be less than zero, the Borrowers will, immediately upon notice from the Administrative Agent: (i) prepay the Tranche A Loans in an amount necessary to eliminate such deficiency; (ii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, prepay the Tranche A-1 Loans in an amount necessary to eliminate such deficiency; and (iii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans and Tranche A-1 Loans such deficiency has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 101.5% of the Letter of Credit Outstandings. (c) The Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of Section 2.19, to the extent then applicable. (d) So long as a Liquidation has not been commenced and the conditions set forth in Section 4.02 have been satisfied by the Loan Parties, at the time of the delivery of each Borrowing Base Certificate, Tranche A Loans shall be made by the Tranche A Lenders to repay the Tranche A-1 Loans to the extent that the Tranche A-1 Loans exceed Incremental Availability as reflected in such Borrowing Base Certificate. (e) Except during the continuance of a Trigger Event (Cash Dominion), any Net Cash Proceeds, Cash Receipts and other payments received by the Administrative Agent shall be applied as the Lead Borrower shall direct the Administrative Agent in writing, and otherwise consistent with the provisions of Section 2.08. (f) Subject to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be given only if a Trigger Event (Cash Dominion) has not occurred and is not continuing), outstanding Base Rate Loans shall be prepaid before outstanding LIBOR Loans are prepaid. (g) A prepayment of the Revolving Loans and Swingline Loans pursuant to Section 2.08 or this Section 2.09 shall not permanently reduce the Revolving Commitments. Upon the Termination Date, the Revolving Commitments and the credit facility provided hereunder shall be terminated in full and the Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations then owing by them and the Letters of Credit shall be cash collateralized as provided for in Section 2.06. The LOTL Commitment shall expire upon the making of the LOTL Loan on the Fourth Restatement Effective Date or, if no LOTL Loans are made on the Fourth Restatement Effective Date, at the close of business on the Fourth Restatement Effective Date. (h) Unless otherwise agreed to by the Administrative Agent and the Lead Borrower, within one Business Day after each Ram RE Addition Date and continuing until the Ram End Date, the Borrowers shall make a mandatory prepayment of the LOTL Loans in the amount of Ram RE Availability arising from the addition of Ram Real Estate to the RE Borrowing Base Amount on such Ram RE Addition Date, so long as the LOTL Prepayment Conditions are satisfied.

Appears in 1 contract

Samples: Credit Agreement (Performance Food Group Co)

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment and/or cash collateralization of Letters of Credit as follows: (a) If at any time the aggregate principal amount of the Tranche A outstanding Loans plus the Letter of Credit Extensions by the Tranche A Lenders Outstandings exceeds the lesser of (x) the aggregate Tranche A Commitments Total Commitment and (y) on or after the Tranche A date as of which a Borrowing Base Certificate is required to be delivered to the Agent, the Borrowing Base, the Borrowers will, immediately upon notice from the Administrative Agent: Borrower will within three Business Days (i) prepay the Tranche A Loans (including Swingline Loans) in an amount necessary to eliminate such deficiency cause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings to be equal to or less than the Total Commitment and/or the Borrowing Base, as the case may be, and (ii) if, after giving effect to the prepayment in full of all the Loans, the undrawn amount of outstanding Tranche A Loans such deficiency has not been eliminatedLetter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account exceeds the Total Commitment and/or the Borrowing Base, as the case may be, deposit cash into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account so exceeds the Total Commitment or Borrowing Base, as the case may be. (b) Upon the sale or other disposition (including as a result of casualty loss or condemnation) of any of the assets or properties of the Borrower or the Guarantors (except for sales of Inventory, fixtures and equipment in the ordinary course of business), the Borrower shall apply (i) so long as no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred and is continuing, 100% of the Net Proceeds from such sale or disposition to the prepayment of the Loans, provided that prepayments made pursuant to this clause (i) shall not reduce the Total Commitment and (ii) if an Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred or is continuing, 100% of the Net Proceeds from such sale or disposition to the prepayment of the Loans and in each case, after the Loans have been prepaid in full, to the deposit with the Agent of cash collateral for the Letter of Credit Outstandings in an aggregate amount equal to 105% thereof ("Cash Collateral Account Collaterization"). Upon any prepayment pursuant to clause (ii) above, the Total Commitment shall be automatically and permanently reduced in an amount equal to 101.5% of the Letter of Credit Outstandings. (b) If at any time the amount of the Revolving Credit Extensions by the Revolving Lenders causes Excess Availability to be less than zero, the Borrowers will, immediately upon notice from the Administrative Agent: (i) prepay the Tranche A Loans in an amount necessary to eliminate such deficiency; (ii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, prepay the Tranche A-1 Loans in an amount necessary to eliminate such deficiency; and (iii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans and Tranche A-1 Loans such deficiency has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 101.5% of the Letter of Credit Outstandingsso prepaid. (c) The Loans shall be repaid daily in accordance with If on any Business Day, unencumbered cash (including cash equivalents) on hand of the Borrower and Guarantors exceeds the sum of $2,500,000, the Borrower shall, on the first Business Day thereafter, if cash (and cash equivalents) continues to exceed such amount, prepay the extent required under) the provisions of Section 2.19, to the extent then applicable. (d) So long as a Liquidation has not been commenced and the conditions set forth in Section 4.02 have been satisfied by the Loan Parties, at the time of the delivery of each Borrowing Base Certificate, Tranche A Loans shall be made by the Tranche A Lenders to repay the Tranche A-1 Loans to the extent of any such excess amount (provided, however, that the Tranche A-1 Loans exceed Incremental Availability as reflected in such Borrowing Base Certificate. (e) Except during the continuance of a Trigger Event (Cash Dominion), any Net Cash Proceeds, Cash Receipts and other payments received by the Administrative Agent shall be applied as the Lead Borrower shall direct the Administrative Agent in writing, and otherwise consistent with the provisions of Section 2.08. (f) Subject prepayment pursuant to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be given only if a Trigger Event (Cash Dominion) has not occurred and is not continuing), outstanding Base Rate Loans shall be prepaid before outstanding LIBOR Loans are prepaid. (g) A prepayment of the Revolving Loans and Swingline Loans pursuant to Section 2.08 or this Section 2.09 foregoing shall not permanently reduce the Revolving CommitmentsTotal Commitment). Upon the Termination DateAs used herein, the Revolving Commitments and the credit facility provided hereunder "unencumbered cash" shall be terminated in full and the Borrowers shall paymean, in full and in cashat any time, all outstanding Loans cash (and all other outstanding Obligations then owing by them and the Letters of Credit shall be cash collateralized as provided for in Section 2.06. The LOTL Commitment shall expire upon the making of the LOTL Loan on the Fourth Restatement Effective Date or, if no LOTL Loans are made on the Fourth Restatement Effective Date, at the close of business on the Fourth Restatement Effective Dateequivalents) excluding cash that secures hedging transactions. (h) Unless otherwise agreed to by the Administrative Agent and the Lead Borrower, within one Business Day after each Ram RE Addition Date and continuing until the Ram End Date, the Borrowers shall make a mandatory prepayment of the LOTL Loans in the amount of Ram RE Availability arising from the addition of Ram Real Estate to the RE Borrowing Base Amount on such Ram RE Addition Date, so long as the LOTL Prepayment Conditions are satisfied.

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (Guilford Mills Inc)

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment and/or cash collateralization of Letters of Credit as follows: (a) If at any time the aggregate principal amount of the Tranche A outstanding Loans plus the Letter of Credit Extensions by the Tranche A Lenders Outstandings exceeds the lesser least of (x) the aggregate Tranche A Commitments Total Commitment, (y) on or after the date as of which a Borrowing Base Certificate is required to be delivered to the Agent, the Borrowing Base and (z) the amount permitted to be outstanding hereunder pursuant to the Interim Order or the Tranche A Borrowing BaseFinal Order, as applicable, the Borrowers will, immediately upon notice from the Administrative Agent: Borrower will within three Business Days (i) prepay the Tranche A Loans (including Swingline Loans) in an amount necessary to eliminate cause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings to be equal to or less than the Total Commitment and/or the Borrowing Base and/or such deficiency amount permitted to be outstanding hereunder pursuant to the Interim Order or the Final Order, as the case may be, and (ii) if, after giving effect to the prepayment in full of all the Loans, the undrawn amount of outstanding Tranche A Loans Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account exceeds the Total Commitment and/or the Borrowing Base and/or such deficiency has not been eliminatedamount permitted to be outstanding hereunder pursuant to the Interim Order or the Final Order, as the case may be, deposit cash into the Cash Collateral Letter of Credit Account in an amount equal to 101.5102% of the amount by which the aggregate Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit OutstandingsAccount so exceeds the Total Commitment or Borrowing Base or such amount permitted to be outstanding hereunder pursuant to the Interim Order or the Final Order, as the case may be. (b) If at any time the amount of the Revolving Credit Extensions by the Revolving Lenders causes Excess Availability to be less than zero, the Borrowers will, immediately upon notice from the Administrative Agent: (i) prepay the Tranche A Loans in an amount necessary to eliminate such deficiency; (ii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, prepay the Tranche A-1 Loans in an amount necessary to eliminate such deficiency; and (iii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans and Tranche A-1 Loans such deficiency has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 101.5% of the Letter of Credit Outstandings. (c) The Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of Section 2.19, to the extent then applicable. (d) So long as a Liquidation has not been commenced and the conditions set forth in Section 4.02 have been satisfied by the Loan Parties, at the time of the delivery of each Borrowing Base Certificate, Tranche A Loans shall be made by the Tranche A Lenders to repay the Tranche A-1 Loans to the extent that the Tranche A-1 Loans exceed Incremental Availability as reflected in such Borrowing Base Certificate. (e) Except during the continuance of a Trigger Event (Cash Dominion), any Net Cash Proceeds, Cash Receipts and other payments received by the Administrative Agent shall be applied as the Lead Borrower shall direct the Administrative Agent in writing, and otherwise consistent with the provisions of Section 2.08. (f) Subject to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be given only if a Trigger Event (Cash Dominion) has not occurred and is not continuing), outstanding Base Rate Loans shall be prepaid before outstanding LIBOR Loans are prepaid. (g) A prepayment of the Revolving Loans and Swingline Loans pursuant to Section 2.08 or this Section 2.09 shall not permanently reduce the Revolving Commitments. Upon the Termination Date, the Revolving Commitments and the credit facility provided hereunder Total Commitment shall be terminated in full and the Borrowers Borrower shall pay, repay the then outstanding Loans in full (plus any accrued but unpaid interest and fees thereon) and, except as the Agent may otherwise agree in cashwriting, all outstanding Loans and all if any Letter of Credit remains outstanding, deposit into the Letter of Credit Account an amount equal to 102% of the amount by which the Letter of Credit Outstandings exceeds the amount of cash held in the Letter of Credit Account, such cash to be remitted to the Borrower upon the expiration, cancellation, satisfaction or other outstanding Obligations then owing by them and termination of such reimbursement obligations, or otherwise comply with Section 2.3(b); provided, that the Letters of Credit shall may be cash collateralized as provided for deemed to be outstanding letters of credit under any facility that refinances or replaces this Agreement and that in Section 2.06. The LOTL Commitment shall expire upon the making event the Letters of Credit are so deemed, the requirements of the LOTL Loan immediately preceding provision shall not apply to such Letters of Credit on the Fourth Restatement Effective Date or, if no LOTL Loans are made on the Fourth Restatement Effective Date, at the close of business on the Fourth Restatement Effective Termination Date. (h) Unless otherwise agreed to by the Administrative Agent and the Lead Borrower, within one Business Day after each Ram RE Addition Date and continuing until the Ram End Date, the Borrowers shall make a mandatory prepayment of the LOTL Loans in the amount of Ram RE Availability arising from the addition of Ram Real Estate to the RE Borrowing Base Amount on such Ram RE Addition Date, so long as the LOTL Prepayment Conditions are satisfied.

Appears in 1 contract

Samples: Revolving Credit Agreement (Viasystems Group Inc)

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment and/or cash collateralization of Letters of Credit as follows: (a) If at any time the aggregate principal amount of the Tranche A outstanding Loans plus the aggregate Letter of Credit Extensions by the Tranche A Lenders Outstandings exceeds the lesser of (x) the aggregate Tranche A Commitments or Total Commitment and (y) the Tranche A Borrowing BaseBase then in effect, the Borrowers will, immediately upon notice from the Administrative Agent: (i) Borrower will within three Business Days prepay the Tranche A Loans (including Swingline Loans) in an amount necessary to eliminate such deficiency cause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings to be equal to or less than the lesser of the Total Commitment and (ii) ifBorrowing Base then in effect. If, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminatedthe aggregate of the Loans, the aggregate Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account exceeds the lesser of the Total Commitment and the Borrowing Base then in effect, the Borrower will within three Business Days deposit cash into the Cash Collateral Letter of Credit Account in an amount equal to 101.5105% of the amount by which the aggregate Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit OutstandingsAccount so exceeds the lesser of the Total Commitment and the Borrowing Base then in effect. (b) If at any time the amount of the Revolving Credit Extensions by the Revolving Lenders causes Excess Availability to be less than zero, the Borrowers will, immediately upon notice from the Administrative Agent: (i) prepay the Tranche A Loans in an amount necessary to eliminate such deficiency; (ii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, prepay the Tranche A-1 Loans in an amount necessary to eliminate such deficiency; and (iii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans and Tranche A-1 Loans such deficiency has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 101.5% of the Letter of Credit Outstandings. (c) The Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of Section 2.19, to the extent then applicable. (d) So long as a Liquidation has not been commenced and the conditions set forth in Section 4.02 have been satisfied by the Loan Parties, at the time of the delivery of each Borrowing Base Certificate, Tranche A Loans shall be made by the Tranche A Lenders to repay the Tranche A-1 Loans to the extent that the Tranche A-1 Loans exceed Incremental Availability as reflected in such Borrowing Base Certificate. (e) Except during the continuance of a Trigger Event (Cash Dominion), any Net Cash Proceeds, Cash Receipts and other payments received by the Administrative Agent shall be applied as the Lead Borrower shall direct the Administrative Agent in writing, and otherwise consistent with the provisions of Section 2.08. (f) Subject to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be given only if a Trigger Event (Cash Dominion) has not occurred and is not continuing), outstanding Base Rate Loans shall be prepaid before outstanding LIBOR Loans are prepaid. (g) A prepayment of the Revolving Loans and Swingline Loans pursuant to Section 2.08 or this Section 2.09 shall not permanently reduce the Revolving Commitments. Upon the Termination Date, the Revolving Commitments and the credit facility provided hereunder Total Commitment shall be terminated in full and the Borrowers Borrower shall pay, pay the Loans in full and and, except as the Agent may otherwise agree in cashwriting, if any Letter of Credit remains outstanding, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the sum of the aggregate Letter of Credit Outstandings exceeds the amount of cash held in the Letter of Credit Account, such cash to be remitted to the Borrower upon the expiration, cancellation, satisfaction or other termination of such reimbursement obligations, or otherwise comply with Section 2.03(b). (c) Simultaneously with the sale or other disposition outside the ordinary course of business of all outstanding or any portion of the property, assets or capital stock of any Debtor, the Borrower shall apply the Net Cash Proceeds derived from such sale or other disposition (to the extent such Net Cash Proceeds are not required to be applied in permanent repayment of the Pre-Petition Obligations as set forth in Section 4.01(b)(v)(D) hereof) to prepay the Loans and all other outstanding Obligations then owing by them and cash collateralize the Letters of Credit outstanding hereunder. Concurrently with the application of Net Cash Proceeds as provided in the immediately preceding sentence (except with respect to the Net Cash Proceeds required to be applied in permanent repayment of the Pre-Petition Obligations as set forth in Section 4.01(b)(v)(D) hereof) there shall be cash collateralized a permanent irrevocable dollar for dollar reduction of the amount of the Total Commitment. Any reduction of the Total Commitment pursuant to this Section shall be applied pro rata to reduce the Commitment of each Lender. Any balance remaining after the prepayment made pursuant to this subsection (c) shall be applied as provided for in Section 2.06. The LOTL Commitment shall expire upon the making of the LOTL Loan on the Fourth Restatement Effective Date or, if no LOTL Loans are made on the Fourth Restatement Effective Date, at the close of business on the Fourth Restatement Effective DateOrders. (hd) Unless Simultaneously with the sale or other disposition, outside the ordinary course of business, of all or any portion of the property, assets or capital stock of any Foreign Subsidiary, the Borrower shall apply the Net Cash Proceeds derived from such sale or other disposition first to the permanent repayment of the Pre-Petition Obligations as set forth in Section 4.01(b)(v)(D) hereof, and second to prepay the Loans and cash collateralize the Letters of Credit outstanding hereunder; provided, however, that if such Foreign Subsidiary is a Non-Debtor Guarantor, the Borrower shall apply such Net Cash Proceeds first to prepay any Borrowings under the Agreement that have been loaned or otherwise agreed paid over to such Non-Debtor Guarantor by the Administrative Agent Borrower or any other Debtor and to cash collateralize any Letters of Credit outstanding hereunder that support the Lead Borrowerobligations or operations of such Non-Debtor Guarantor, within one Business Day after each Ram RE Addition Date and continuing until second to the Ram End Date, the Borrowers shall make a mandatory prepayment permanent repayment of the LOTL Pre-Petition Obligations as set forth in Section 4.01(b)(v)(D) hereof, and third to prepay the Loans and cash collateralize the Letters of Credit outstanding hereunder. Concurrently with the application of Net Cash Proceeds as provided in the immediately preceding sentence there shall be a permanent and irrevocable dollar for dollar reduction in the amount of Ram RE Availability arising from the addition of Ram Real Estate Total Commitment; provided, however, that (i) any Net Cash Proceeds applied to the RE Borrowing Base Amount on permanent repayment of the Pre-Petition Obligations as set forth in Section 4.01(b)(v)(D) hereof and (ii) the first $5,000,000 of Net Cash Proceeds generated by the sale or other disposition, outside the ordinary course of business, of all or any portion of the property, assets or capital stock of any Foreign Subsidiary shall not reduce the amount of the Total Commitment. Any balance remaining after the prepayment made pursuant to this subsection (d) shall be applied as provided in the Orders. (e) Upon receipt of any proceeds of casualty insurance, the Agent shall apply such Ram RE Addition Date, so long as proceeds in reduction of the LOTL Prepayment Conditions are satisfiedoutstanding Loans and cash collateralize the Letters of Credit outstanding hereunder. No prepayments made under this subsection (e) shall reduce the amount of the Total Commitment.

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (Thermadyne Holdings Corp /De)

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Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment and/or cash collateralization of Letters of Credit as follows: (a) If at any time the aggregate principal amount of the outstanding Tranche A Loans plus the Letter of Credit Extensions by the Tranche A Lenders Outstandings exceeds the lesser of (x) the aggregate Total Tranche A Commitments or Commitment and (y) the Borrowing Base minus the Tranche A Borrowing BaseB Obligations, the Borrowers will, immediately upon notice from the Administrative Agent: Borrower will within three Business Days (i) prepay the Tranche A Loans (including Swingline Loans) in an amount necessary to eliminate such deficiency cause the aggregate principal amount of the outstanding Tranche A Loans plus the aggregate Letter of Credit Outstandings to be equal to or less than the Total Tranche A Commitment and/or the Borrowing Base minus the Tranche B Obligations, as the case may be, and (ii) if, after giving effect to the prepayment in full of all outstanding the Tranche A Loans such deficiency has not been eliminatedLoans, the undrawn amount of outstanding Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account exceeds the Total Tranche A Commitment and/or the Borrowing Base minus the Tranche B Obligations, as the case may be, deposit cash into the Cash Collateral Letter of Credit Account in an amount equal to 101.5105% of the amount by which the aggregate Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit OutstandingsAccount so exceeds the Total Tranche A Commitment or Borrowing Base minus the Tranche B Obligations, as the case may be. (b) If at any time the amount of the Revolving Credit Extensions by the Revolving Lenders causes Excess Availability to be less than zero, the Borrowers will, immediately upon notice from the Administrative Agent: (i) prepay the Tranche A Loans in an amount necessary to eliminate such deficiency; (ii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, prepay the Tranche A-1 Loans in an amount necessary to eliminate such deficiency; and (iii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans and Tranche A-1 Loans such deficiency has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 101.5% of the Letter of Credit Outstandings. (c) The Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of Section 2.19, to the extent then applicable. (d) So long as a Liquidation has not been commenced and the conditions set forth in Section 4.02 have been satisfied by the Loan Parties, at the time of the delivery of each Borrowing Base Certificate, Tranche A Loans shall be made by the Tranche A Lenders to repay the Tranche A-1 Loans to the extent that the Tranche A-1 Loans exceed Incremental Availability as reflected in such Borrowing Base Certificate. (e) Except during the continuance of a Trigger Event (Cash Dominion), any Net Cash Proceeds, Cash Receipts and other payments received by the Administrative Agent shall be applied as the Lead Borrower shall direct the Administrative Agent in writing, and otherwise consistent with the provisions of Section 2.08. (f) Subject to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be given only if a Trigger Event (Cash Dominion) has not occurred and is not continuing), outstanding Base Rate Loans shall be prepaid before outstanding LIBOR Loans are prepaid. (g) A prepayment of the Revolving Loans and Swingline Loans pursuant to Section 2.08 or this Section 2.09 shall not permanently reduce the Revolving Commitments. Upon the Termination Date, the Revolving Commitments and the credit facility provided hereunder Total Commitment shall be terminated in full and the Borrowers Borrower shall pay, pay the Loans in full (plus any accrued but unpaid interest and fees thereon) and, except as the Agent may otherwise agree in cashwriting, all outstanding Loans and all other outstanding Obligations then owing by them and the Letters if any Letter of Credit remains outstanding, shall be cash collateralized as provided for in comply with Section 2.06. The LOTL Commitment shall expire upon the making of the LOTL Loan on the Fourth Restatement Effective Date or, if no LOTL Loans are made on the Fourth Restatement Effective Date, at the close of business on the Fourth Restatement Effective Date2.03(b). (h) Unless otherwise agreed to by the Administrative Agent and the Lead Borrower, within one Business Day after each Ram RE Addition Date and continuing until the Ram End Date, the Borrowers shall make a mandatory prepayment of the LOTL Loans in the amount of Ram RE Availability arising from the addition of Ram Real Estate to the RE Borrowing Base Amount on such Ram RE Addition Date, so long as the LOTL Prepayment Conditions are satisfied.

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (Danielson Holding Corp)

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment and/or cash collateralization of Letters of Credit as follows: (a) If at any time the aggregate principal amount of the Tranche A outstanding Loans plus the aggregate Letter of Credit Extensions by the Tranche A Lenders Outstandings exceeds the lesser of the aggregate Tranche A Commitments or the Tranche A Borrowing BaseTotal Commitment, the Borrowers will, immediately upon notice from the Administrative Agent: Borrower will within three Business Days (i) prepay the Tranche A Loans (including Swingline Loans) in an amount necessary to eliminate such deficiency cause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings to be equal to or less than the Total Commitment, and (ii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminatedthe Loans, the aggregate Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account exceeds the Total Commitment, deposit cash into the Cash Collateral Letter of Credit Account in an amount equal to 101.5105% of the amount by which the aggregate Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit OutstandingsAccount so exceeds the Total Commitment. (b) Upon the sale of any of the assets or properties of the Borrower or any of the Guarantors (other than pursuant to Sections 6.08(i) or (ii) hereof), the Net Cash Proceeds thereof shall be paid to the Agent for application as follows: (i) If at any time the Agent shall have a first Lien on such assets or properties, the Net Cash Proceeds thereof shall be applied first to the principal amount of the Revolving Credit Extensions Loans then outstanding and second be deposited into a segregated interest bearing account with the Agent until an order of the Bankruptcy Court is entered to the effect that any junior Lien on such assets or properties asserted by any lienholder (including, without limitation, the purported liens granted to the lenders under the Existing Agreements by the Revolving Lenders causes Excess Availability to Borrower and the Guarantors) is valid, perfected, binding and enforceable against the Borrower or the Guarantors but for the filing of the Cases at which time the Net Cash Proceeds shall be less than zero, applied as the Borrowers will, immediately upon notice from the Administrative Agent: (i) prepay the Tranche A Loans Bankruptcy Court may direct in an amount necessary to eliminate such deficiencyits order; and (ii) ifIf the Agent shall have a junior Lien on such assets or properties, after giving effect the Net Cash Proceeds thereof shall be deposited into a segregated interest bearing account and shall not be paid over to any prior lienholder unless and until an order of the Bankruptcy Court is entered to the prepayment in full of all outstanding Tranche A Loans effect that the Lien asserted by any such deficiency has not been eliminatedlienholder on such assets or properties (including, prepay without limitation, the Tranche A-1 Loans in an amount necessary to eliminate such deficiency; and (iii) if, after giving effect purported liens granted to the prepayment in full of all outstanding Tranche A Loans lenders under the Existing Agreement by the Borrower and Tranche A-1 Loans such deficiency has not been eliminatedthe Guarantors) is valid, deposit cash into perfected, binding and enforceable against the Cash Collateral Account in an amount equal to 101.5% Borrower or the Guarantors but for the filing of the Letter of Credit OutstandingsCases at which time the Net Cash Proceeds thereof shall be applied as the Bankruptcy Court may direct in its order. (c) The Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of Section 2.19, to the extent then applicable. (d) So long as a Liquidation has not been commenced and the conditions set forth in Section 4.02 have been satisfied by the Loan Parties, at the time of the delivery of each Borrowing Base Certificate, Tranche A Loans shall be made by the Tranche A Lenders to repay the Tranche A-1 Loans to the extent that the Tranche A-1 Loans exceed Incremental Availability as reflected in such Borrowing Base Certificate. (e) Except during the continuance of a Trigger Event (Cash Dominion), any Net Cash Proceeds, Cash Receipts and other payments received by the Administrative Agent shall be applied as the Lead Borrower shall direct the Administrative Agent in writing, and otherwise consistent with the provisions of Section 2.08. (f) Subject to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be given only if a Trigger Event (Cash Dominion) has not occurred and is not continuing), outstanding Base Rate Loans shall be prepaid before outstanding LIBOR Loans are prepaid. (g) A prepayment of the Revolving Loans and Swingline Loans pursuant to Section 2.08 or this Section 2.09 shall not permanently reduce the Revolving Commitments. Upon the Termination Date, the Revolving Commitments and the credit facility provided hereunder Total Commitment shall be terminated in full and the Borrowers Borrower shall pay, pay the Loans in full and and, except as the Agent may otherwise agree in cashwriting, all outstanding Loans and all other outstanding Obligations then owing by them and the Letters if any Letter of Credit shall be cash collateralized as provided for in Section 2.06. The LOTL Commitment shall expire upon remains outstanding, deposit into the making Letter of Credit Account an amount equal to 105% of the LOTL Loan on amount by which the Fourth Restatement Effective Date or, if no LOTL Loans are made on the Fourth Restatement Effective Date, at the close of business on the Fourth Restatement Effective Date. (h) Unless otherwise agreed to by the Administrative Agent and the Lead Borrower, within one Business Day after each Ram RE Addition Date and continuing until the Ram End Date, the Borrowers shall make a mandatory prepayment sum of the LOTL Loans in aggregate Letter of Credit Outstandings exceeds the amount of Ram RE Availability arising from cash held in the addition Letter of Ram Real Estate Credit Account, such cash to be remitted to the RE Borrowing Base Amount on Borrower upon the expiration, cancellation, satisfaction or other termination of such Ram RE Addition Datereimbursement obligations, so long as the LOTL Prepayment Conditions are satisfiedor otherwise comply with Section 2.02(b).

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (Family Golf Centers Inc)

Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment and/or cash collateralization of Letters of Credit as follows: (a) If at any time the aggregate principal amount of the outstanding Tranche A Credit Extensions by Loans plus the Tranche A Lenders Letter of Credit Outstandings exceeds the lesser of (x) the aggregate Total Tranche A Commitments or Commitment and (y) the Borrowing Base plus the Overadvance Amount (as in effect) minus the Tranche A Borrowing BaseB Obligations, the Borrowers will, immediately upon notice from the Administrative Agent: Borrower will within three Business Days (i) prepay the Tranche A Loans (including Swingline Loans) in an amount necessary to eliminate such deficiency cause the aggregate principal amount of the outstanding Tranche A Loans plus the aggregate Tranche A Letter of Credit Outstandings to be equal to or less than the Total Tranche A Commitment and/or the Borrowing Base plus the Overadvance Amount minus the Tranche B Obligations, as the case may be, and (ii) if, after giving effect to the prepayment in full of all the Tranche A Loans, the undrawn amount of outstanding Tranche A Loans such deficiency has not been eliminatedLetter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account with respect to Tranche A Cash Collateralization exceeds the lesser of the Total Tranche A Commitment and the Borrowing Base plus the Overadvance Amount minus the Tranche B Obligations, as the case may be, deposit cash into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Tranche A Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account with respect to Tranche A Cash Collateral Account Collateralization so exceeds the lesser of the Total Tranche A Commitment and Borrowing Base plus the Overadvance Amount minus the Tranche B Obligations, as the case may be. (b) Upon (i) the sale or other disposition (including as a result of casualty loss or condemnation) of any of the assets or properties of the Borrowers or the Guarantors (except for sales of Inventory, fixtures and equipment in the ordinary course of business), or (ii) the receipt by the Borrower or any Guarantor of all or any portion of the Royalty Pre-Payment (as such term is defined in the License Agreement) that is payable under the License Agreement, the Borrower shall apply 100% of the Net Proceeds thereof to the prepayment of the Tranche A Loans and, after the Tranche A Loans have been prepaid in full, only with respect to the Net Proceeds from clause (i) above, to the deposit with the Agent of cash collateral for the Tranche A Letter of Credit Outstandings in an aggregate amount equal to 105% thereof ("Tranche A Cash Collateralization"). After the Tranche A Commitment shall have been wholly and permanently terminated, all Tranche A Loans shall have been paid in full and no Tranche A Letters of Credit shall be outstanding, or, if outstanding, then backed by Tranche A Cash Collateralization, the Borrower shall then apply 100% of any remaining Net Proceeds from clause (i) above to the prepayment of the Tranche B Loans and after the Tranche B Loans shall have been repaid in full, to the deposit with the Agent of cash collateral for the Tranche B Letter of Credit Outstandings in an aggregate amount equal to 105% thereof ("Tranche B Cash Collateralization"). Upon any such prepayment from the Net Proceeds of clause (i) above, the Tranche A Commitment or the Tranche B Commitment, as the case may be, shall be automatically and permanently reduced in an amount equal to 101.5% of the Letter of Credit Outstandings. (b) If at any time the amount of the Revolving Credit Extensions by the Revolving Lenders causes Excess Availability to be less than zero, the Borrowers will, immediately upon notice from the Administrative Agent: (i) prepay the Tranche A Loans in an amount necessary to eliminate such deficiency; (ii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, prepay the Tranche A-1 Loans in an amount necessary to eliminate such deficiency; and (iii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans and Tranche A-1 Loans such deficiency has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 101.5% of the Letter of Credit Outstandingsso prepaid. (c) The Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of Section 2.19, to the extent then applicable. (d) So long as a Liquidation has not been commenced and the conditions set forth in Section 4.02 have been satisfied by the Loan Parties, at the time of the delivery of each Borrowing Base Certificate, Tranche A Loans shall be made by the Tranche A Lenders to repay the Tranche A-1 Loans to the extent that the Tranche A-1 Loans exceed Incremental Availability as reflected in such Borrowing Base Certificate. (e) Except during the continuance of a Trigger Event (Cash Dominion), any Net Cash Proceeds, Cash Receipts and other payments received by the Administrative Agent shall be applied as the Lead Borrower shall direct the Administrative Agent in writing, and otherwise consistent with the provisions of Section 2.08. (f) Subject to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be given only if a Trigger Event (Cash Dominion) has not occurred and is not continuing), outstanding Base Rate Loans shall be prepaid before outstanding LIBOR Loans are prepaid. (g) A prepayment of the Revolving Loans and Swingline Loans pursuant to Section 2.08 or this Section 2.09 shall not permanently reduce the Revolving Commitments. Upon the Termination Date, the Revolving Commitments and the credit facility provided hereunder Total Commitment shall be terminated in full and the Borrowers Borrower shall payfirst repay the Tranche A Loans and after the Tranche A Loans shall have been repaid in full, provide Tranche A Cash Collateralization and second repay the Tranche B Loans and after the Tranche B Loans shall have been repaid in full, provide Tranche B Cash Collateralization, in full each case plus any accrued but unpaid interest and fees thereon, and any cash in cashthe Letter of Credit Accounts shall be remitted to the Borrower upon the expiration, cancellation, satisfaction or other termination of all outstanding Loans and reimbursement obligations with respect to all other outstanding Obligations then owing by them and the Letters of Credit shall be cash collateralized as provided for in Section 2.06. The LOTL Commitment shall expire upon the making of the LOTL Loan on the Fourth Restatement Effective Date or, if no LOTL Loans are made on the Fourth Restatement Effective Date, at the close of business on the Fourth Restatement Effective DateCredit. (h) Unless otherwise agreed to by the Administrative Agent and the Lead Borrower, within one Business Day after each Ram RE Addition Date and continuing until the Ram End Date, the Borrowers shall make a mandatory prepayment of the LOTL Loans in the amount of Ram RE Availability arising from the addition of Ram Real Estate to the RE Borrowing Base Amount on such Ram RE Addition Date, so long as the LOTL Prepayment Conditions are satisfied.

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (Kasper a S L LTD)

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