Mandatory Prepayment Upon Certain Sales Sample Clauses

Mandatory Prepayment Upon Certain Sales. If Borrower, HSCHC, HSCC or any of Borrower's Restricted Subsidiaries receives any Net Sale Proceeds attributable to any Asset Disposition, then to the extent such Net Sale Proceeds, together with the Net Sale Proceeds of all other Asset Dispositions occurring in such Fiscal Year exceed $15,000,000 ("EXCESS NET SALE PROCEEDS"), Borrower shall on such date repay the Term Loans in an aggregate amount equal to 100% of such Excess Net Sale Proceeds; PROVIDED, HOWEVER, that, in addition to the foregoing, the Borrower shall be permitted to retain up to $10,000,000 in the aggregate of the Net Sale Proceeds resulting from one or more Asset Dispositions described on SCHEDULE 4.2(b). Notwithstanding the foregoing, for purposes of this SECTION 4.2(b), the Net Sale Proceeds attributable to any Asset Disposition shall not include such proceeds to the extent (i) such proceeds are directly attributable to the sale or transfer of accounts receivables or inventory comprising a portion of the "Borrowing Base," as such term is defined in the Priority Credit Agreement and (ii) an adjustment to such "Borrowing Base" is made on the date of such Asset Disposition pursuant to Section 4.5(e) of the Priority Credit Agreement. All prepayments of principal hereunder made by Borrower pursuant to this SECTION 4.2(b) shall be applied in the manner set forth in SECTION 4.3.
Sample 1
AutoNDA by SimpleDocs
Mandatory Prepayment Upon Certain Sales. If Borrower, HSCHC, HSCC or any of Borrower’s Restricted Subsidiaries receives any Net Sale Proceeds attributable to any Asset Disposition, then (1) Borrower shall on such date repay the Term B Loans in an aggregate amount equal to the greater of (i) the Term B Loan Ratable Share of such Net Sale Proceeds and (ii) 100% of such Net Sale Proceeds less the applicable Required Note Offer Amount Proceeds, provided, that with respect to no more than $40,000,000 in the aggregate of such Net Sale Proceeds in any Fiscal Year of Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that no Event of Default or Unmatured Event of Default then exists and Borrower delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used to purchase assets used or to be used in the businesses referred to in Section 8.9 within 180 days following the date of such Asset Disposition (which certificate shall set forth the estimates of the proceeds to be so expended), provided, further, that (i) pending such application Borrower shall promptly apply such Net Sale Proceeds to reduce the loans outstanding under the Revolving Credit Agreement, (ii) if all or any portion of such Net Sale Proceeds not so applied to the repayment of Term B Loans are not so used (or contractually committed to be used prior to the date, if any, on which such proceeds would otherwise be required to be applied to make an offer to purchase Senior Secured Notes) within such 180 day period, such remaining portion shall be applied on the last day of the respective period as a mandatory repayment of principal of outstanding Loans as provided above in this Section 4.2(b) and (iii) if all or any portion of such Net Sale Proceeds are not required to be applied on the 180th day referred to in clause (ii) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of principal of outstanding Loans as provided in this Section 4.2(b); and, (2) with respect to any Required Note Offer Amount Proceeds, Borrower shall apply such amounts in accordance with the Senior Secured Notes Indenture; provided, however, that, to the extent the Senior Secured Notes Indenture requires that an offer to purchas...
Sample 1

Related to Mandatory Prepayment Upon Certain Sales

  • Mandatory Prepayment Upon an Acceleration If the Term Loan Advances are accelerated by Bank following the occurrence and during the continuance of an Event of Default, Borrower shall immediately pay to Bank an amount equal to the sum of (i) all outstanding principal plus accrued and unpaid interest with respect to the Term Loan Advances, (ii) the Prepayment Fee, (iii) the Final Payment, and (iv) all other sums, if any, that shall have become due and payable with respect to the Term Loan Advances, including interest at the Default Rate with respect to any past due amounts.

  • Mandatory Prepayments (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.

  • Mandatory Prepayment of Loans (a) Subject to Section 2.06(c), on the date of receipt by the Borrower or any Restricted Subsidiary (or affiliate thereof) of any Net Cash Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to such Net Cash Proceeds (together with any amounts due pursuant to Section 2.07 or Section 2.09); provided that the Borrower shall have no obligation to prepay the Loans (i) to the extent that such Net Cash Proceeds are attributable to a Disposition permitted by clauses (a), (c), (e), (f), (g), (h) and (j) of Section 7.04, (ii) to the extent that such Net Cash Proceeds for any Disposition are not in excess of $1,000,000 individually or $10,000,000 in the aggregate for all such Dispositions or (iii) with respect to any Casualty Event or any Disposition permitted pursuant to clause (k) (but only with respect to Dispositions of Core Assets that were acquired by the Borrower or any Restricted Subsidiary following the Availability Date (it being understood that any Net Cash Proceeds received from other Dispositions pursuant to clause (k) shall not be able to be reinvested pursuant to this clause (iii)) and clause (l) of Section 7.04, if, within 365 days after receipt of such Net Cash Proceeds, the Borrower uses such Net Cash Proceeds to purchase, or otherwise reinvests such Net Cash Proceeds in, Oil and Gas Interests useful in the business of the Credit Parties (in each case, as certified by the Borrower in a certificate of a Responsible Officer delivered to the Administrative Agent and the Lead Lender); provided further that, if all or any portion of such Net Cash Proceeds are not so reinvested within the time period specified (or such earlier date, if any, as the applicable Credit Party determines not to reinvest such Net Cash Proceeds as set forth above), such remaining portion shall be applied on the last date of such period (or such earlier date, as the case may be) as provided in this Section 2.06(a) without regard to this proviso.

  • Application of Mandatory Prepayments All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows:

  • Mandatory Prepayments of Loans If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations; and Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

  • Mandatory Prepayment The Borrower shall be obliged to prepay the Relevant Amount of the Loan:

  • Repayment Prepayment and Cancellation 6 REPAYMENT

  • Other Mandatory Prepayments In addition to and without limiting any provision of any Loan Document:

  • Mandatory Prepayments and Commitment Reductions 28 2.11 Conversion and Continuation Options............................... 29 2.12 Minimum Amounts and Maximum Number of Eurodollar Tranches......... 30 2.13 Interest Rates and Payment Dates.................................. 30 2.14 Computation of Interest and Fees.................................. 30 2.15 Inability to Determine Interest Rate.............................. 31 2.16 Pro Rata Treatment and Payments................................... 31 2.17

  • Mandatory Prepayment of Term Loans (i) The Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), (ii) if on or after the Closing Date, Holdings or any of its Restricted Subsidiaries shall Incur Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1 other than Specified Refinancing Term Loans), the Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans (or, in the case of the incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in a Dollar Equivalent amount equal to 100.0% of the Net Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h) and (iii) the Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the Fiscal Year ending on or about December 31, 2016) (each, an “ECF Payment Date”), in a Dollar Equivalent amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of Holdings’ Excess Cash Flow for such Fiscal Year minus (2) the sum of (x) the aggregate Dollar Equivalent principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a) and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment) or any Pari Passu Indebtedness (including revolving loans to the extent any commitments with respect thereto are permanently reduced), in each case during such Fiscal Year and (y) the aggregate amount in respect of clause (x) from previous fiscal years to the extent the amount of such prepayment exceeded the amount of prepayments required to be made from Holdings’ Excess Cash Flow in such fiscal year, in each case, excluding prepayments funded with proceeds from the Incurrence of long-term Indebtedness (the amount described in this clause (A), the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a pro rata basis with the Term Loans; provided that such percentage in clause (1) above shall be reduced to 0% if the Consolidated Secured Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than 3.40:1.00. Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in Subsection 9.

Time is Money Join Law Insider Premium to draft better contracts faster.