Mandatory Reductions and Prepayments. The Revolving Commitment Amount shall, without any further action, automatically and permanently be reduced to zero on the Revolving Commitment Termination Date and: (a) The Borrower shall prepay the Loans in an amount equal to 100% of the insurance proceeds received by the Borrower or any Subsidiary following a casualty or condemnation involving such Person’s Property, to the extent not applied (or intended to be applied) within 90 days after the consummation or receipt thereof, as applicable, to the purchase of replacement assets or repair of damaged assets; (b) The Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all Asset Dispositions to the extent not applied (or committed to be applied) within 180 days of such Asset Disposition to the purchase of other assets that are not classified as current assets under GAAP and are used or useful in the business of the Company and its Subsidiaries; (c) The Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all debt issuances (other than in connection with a Permitted Acquisition) by the Borrower and its Subsidiaries; (d) The Borrower shall prepay Loans in an amount equal to 80% of the sum of the Net Available Proceeds realized upon all equity issuances (other than in connection with a Permitted Acquisition or any issuance of equity in connection with a redemption of the Convertible Notes permitted by clause (f) of Section 7.2.6 hereof) by the Borrower; (e) The Borrower shall notify the Agent of the amount of any required prepayment at least three (3) Business Days before it is made. The Borrower shall pay any accrued interest on the Loans which are being prepaid pursuant to this Section 2.3.2 and shall pay any break funding costs associated with such required prepayment; and (f) Notwithstanding anything contained herein to the contrary, Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all Permitted Asset Dispositions. Any prepayments pursuant to Section 2.3.2 shall be applied in the following order: first, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to Agent or a Lender; second, to payment of that portion of the Obligations constituting Term Loans; third, to payment of that portion of the Obligations constituting Revolving Loans; fourth, to payment of any remaining Obligations. Prepayments of principal will be applied to the Obligations in inverse order of maturity. Any prepayments pursuant to Sections 2.3.1 or 2.3.2 hereof shall be without penalty or premium of any kind other than break funding and other charges expressly provided by this Agreement with respect to LIBOR breakage costs; provided, however, at the reasonable request of the Borrower and to avoid any break funding charges with respect to LIBOR breakage costs associated with any prepayment, any amounts to be prepaid pursuant to Section 2.3.2 shall be deposited by the Borrower in an escrow account under the control of the Agent to return an interest rate equal to the average deposit rate payable by the Agent for commercial deposits of like size and duration as determined by the Agent in its sole discretion, such amounts to be applied in the manner set forth in this Section 2.3.2 at the expiration of the Interest Period for the Loans as to which break funding charges would otherwise have applied.
Appears in 3 contracts
Samples: Credit Agreement (Novamed Inc), Credit Agreement (Novamed Inc), Credit Agreement (Novamed Inc)
Mandatory Reductions and Prepayments. The Revolving Commitment Amount shall, without any further action, automatically and permanently be reduced to zero on the Revolving Commitment Termination Date and:
(a) The Borrower shall prepay the Loans in an amount equal to 100% of the insurance proceeds received by the Borrower or any Subsidiary following a casualty or condemnation involving such Person’s Property, to the extent not applied (or intended to be applied) within 90 days after the consummation or receipt thereof, as applicable, to the purchase of replacement assets or repair of damaged assets;
(b) The Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all Asset Dispositions to the extent not applied (or committed to be applied) within 180 days of such Asset Disposition to the purchase of other assets that are not classified as current assets under GAAP and are used or useful in the business of the Company and its Subsidiaries;
(c) The Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all debt issuances (other than in connection with a Permitted Acquisition) by the Borrower and its Subsidiaries;
(d) The Borrower shall prepay Loans in an amount equal to 80% of the sum of the Net Available Proceeds realized upon all equity issuances (other than in connection with a Permitted Acquisition or any issuance of equity in connection with a redemption of the Convertible Notes permitted by clause (f) of Section 7.2.6 hereof) by the Borrower;
(e) The Borrower shall notify the Agent of the amount of any required prepayment at least three (3) Business Days before it is made. The Borrower shall pay any accrued interest on the Loans which are being prepaid pursuant to this Section 2.3.2 2.2.2 and shall pay any break funding costs associated with such required prepayment; and
(fe) Notwithstanding anything contained herein to the contrary, Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all Permitted Asset Dispositions. Any prepayments pursuant to Section 2.3.2 shall be applied in the following order: first, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to Agent Sections 2.2.1 or a Lender; second, to payment of that portion of the Obligations constituting Term Loans; third, to payment of that portion of the Obligations constituting Revolving Loans; fourth, to payment of any remaining Obligations. Prepayments of principal will be applied to the Obligations in inverse order of maturity. Any prepayments pursuant to Sections 2.3.1 or 2.3.2 2.2.2 hereof shall be without penalty or premium of any kind other than break funding and other charges expressly provided by this Agreement with respect to LIBOR breakage costs; provided, however, at the reasonable request of the Borrower and to avoid any break funding charges with respect to LIBOR breakage costs associated with any prepayment, any amounts to be prepaid pursuant to Section 2.3.2 2.2.2 shall be deposited by the Borrower in an escrow account under the control of the Agent to return an interest rate equal to the average deposit rate payable by the Agent for commercial deposits of like size and duration as determined by the Agent in its sole discretion, such amounts to be applied in the manner set forth in this Section 2.3.2 2.2.2. at the expiration of the Interest Period for the Loans as to which break funding charges would otherwise have applied.
Appears in 2 contracts
Samples: Credit Agreement (Novamed Inc), Credit Agreement (Novamed Inc)
Mandatory Reductions and Prepayments. The Revolving Commitment Amount shall, without any further action, automatically and permanently be reduced to zero on the Revolving Commitment Termination Date and:
(a) The Borrower shall prepay the Loans in an amount equal to 100% of the insurance proceeds received by the Borrower or any Subsidiary following a casualty or condemnation involving such Person’s Property, to the extent not applied (or intended to be applied) within 90 days after the consummation or receipt thereof, as applicable, to the purchase of replacement assets or repair of damaged assets;
(b) The Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all Asset Dispositions to the extent not applied (or committed to be applied) within 180 days of such Asset Disposition to the purchase of other assets that are not classified as current assets under GAAP and are used or useful in the business of the Company and its Subsidiaries;
(c) The Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all debt issuances (other than in connection with a Permitted Acquisition) by the Borrower and its Subsidiaries;
(d) The Borrower shall prepay Loans in an amount equal to 80% of the sum of the Net Available Proceeds realized upon all equity issuances (other than in connection with a Permitted Acquisition or any issuance of equity in connection with a redemption of the Convertible Notes permitted by clause (f) of Section 7.2.6 hereofAcquisition) by the Borrower;
(e) The Borrower shall notify the Agent of the amount of any required prepayment at least three (3) Business Days before it is made. The Borrower shall pay any accrued interest on the Loans which are being prepaid pursuant to this Section 2.3.2 2.2.2 and shall pay any break funding costs associated with such required prepayment; and
(f) Notwithstanding anything contained herein to the contrary, Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all Permitted Asset Dispositions. Any prepayments pursuant to Section 2.3.2 shall be applied in the following order: first, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to Agent Sections 2.2.1 or a Lender; second, to payment of that portion of the Obligations constituting Term Loans; third, to payment of that portion of the Obligations constituting Revolving Loans; fourth, to payment of any remaining Obligations. Prepayments of principal will be applied to the Obligations in inverse order of maturity. Any prepayments pursuant to Sections 2.3.1 or 2.3.2 2.2.2 hereof shall be without penalty or premium of any kind other than break funding and other charges expressly provided by this Agreement with respect to LIBOR breakage costs; provided, however, at the reasonable request of the Borrower and to avoid any break funding charges with respect to LIBOR breakage costs associated with any prepayment, any amounts to be prepaid pursuant to Section 2.3.2 2.2.2 shall be deposited by the Borrower in an escrow account under the control of the Agent to return an interest rate equal to the average deposit rate payable by the Agent for commercial deposits of like size and duration as determined by the Agent in its sole discretion, such amounts to be applied in the manner set forth in this Section 2.3.2 2.2.2. at the expiration of the Interest Period for the Loans as to which break funding charges would otherwise have applied.
Appears in 2 contracts
Samples: Credit Agreement (Novamed Inc), Credit Agreement (Novamed Inc)
Mandatory Reductions and Prepayments. The Revolving Commitment Amount shall, without any further action, automatically and permanently be reduced to zero on the Revolving Commitment Termination Date and:
(a) The Borrower shall prepay the Loans in an amount equal to 100% of the insurance proceeds received by the Borrower or any Subsidiary following a casualty or condemnation involving such Person’s Property, to the extent not applied (or intended to be applied) within 90 days after the consummation or receipt thereof, as applicable, to the purchase of replacement assets or repair of damaged assets;
(b) The Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all Asset Dispositions to the extent not applied (or committed to be applied) within 180 days of such Asset Disposition to the purchase of other assets that are not classified as current assets under GAAP and are used or useful in the business of the Company and its Subsidiaries;
(c) The Borrower shall prepay Loans in an amount equal to (i) 50% of the sum of the Net Available Proceeds realized upon all equity issuances (other than in connection with a Permitted Acquisition) by the Borrower and its Subsidiaries and (ii) 100% of the sum of the Net Available Proceeds realized upon all Permitted Equity Ownership Sales;
(d) The Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all debt issuances (other than in connection with a Permitted Acquisition) by the Borrower and its Subsidiaries;
(d) The Borrower shall prepay Loans in an amount equal to 80% of the sum of the Net Available Proceeds realized upon all equity issuances (other than in connection with a Permitted Acquisition or any issuance of equity in connection with a redemption of the Convertible Notes permitted by clause (f) of Section 7.2.6 hereof) by the Borrower;
(e) The Borrower shall notify the Agent of the amount of any required prepayment at least three (3) Business Days before it is made. The Borrower shall pay any accrued interest on the Loans which are being prepaid pursuant to this Section 2.3.2 and shall pay any break funding costs associated with such required prepayment; and
(f) Notwithstanding anything contained herein to the contrary, Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all Permitted Asset Dispositions. Any prepayments pursuant to Section 2.3.2 shall be applied in the following order: first, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to Agent or a Lender; second, to payment of that portion of the Obligations constituting Term Loans; third, to payment of that portion of the Obligations constituting Revolving Loans; fourth, to payment of any remaining Obligations. Prepayments of principal will be applied to the Obligations in inverse order of maturity. Any prepayments pursuant to Sections 2.3.1 or 2.3.2 hereof shall be without penalty or premium of any kind other than break funding and other charges expressly provided by this Agreement with respect to LIBOR breakage costs; provided, however, at the reasonable request of the Borrower and to avoid any break funding charges with respect to LIBOR breakage costs associated with any prepayment, any amounts to be prepaid pursuant to Section 2.3.2 shall be deposited by the Borrower in an escrow account under the control of the Agent to return an interest rate equal to the average deposit rate payable by the Agent for commercial deposits of like size and duration as determined by the Agent in its sole discretion, such amounts to be applied in the manner set forth in this Section 2.3.2 at the expiration of the Interest Period for the Loans as to which break funding charges would otherwise have applied.
Appears in 1 contract
Samples: Credit Agreement (Novamed Inc)
Mandatory Reductions and Prepayments. The Revolving Commitment Amount shall, without any further action, automatically and permanently be reduced to zero on the Revolving Commitment Termination Date and:
(a) The Borrower shall prepay the Loans in an amount equal to 100% of the insurance proceeds received by the Borrower or any Subsidiary following a casualty or condemnation involving such Person’s 's Property, to the extent not applied (or intended to be applied) within 90 days after the consummation or receipt thereof, as applicable, to the purchase of replacement assets or repair of damaged assets;
(b) The Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all Asset Dispositions to the extent not applied (or committed to be applied) within 180 days of such Asset Disposition to the purchase of other assets that are not classified as current assets under GAAP and are used or useful in the business of the Company and its Subsidiaries;
(c) The Borrower shall prepay Loans in an amount equal to 10050% of the sum of the Net Available Proceeds realized upon all debt equity issuances (other than in connection with a Permitted Acquisition) by the Borrower and its Subsidiaries;
(d) The Borrower shall prepay Loans in an amount equal to 80% of the sum of the Net Available Proceeds realized upon all equity issuances (other than in connection with a Permitted Acquisition or any issuance of equity in connection with a redemption of the Convertible Notes permitted by clause (f) of Section 7.2.6 hereof) by the Borrower;
(e) The Borrower shall notify the Agent of the amount of any required prepayment at least three (3) Business Days before it is made. The Borrower shall pay any accrued interest on the Loans which are being prepaid pursuant to this Section 2.3.2 and shall pay any break funding costs associated with such required prepayment; and
(f) Notwithstanding anything contained herein to the contrary, Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all Permitted Asset Dispositions. Any prepayments pursuant to Section 2.3.2 shall be applied in the following order: first, to payment of that portion of the Obligations constituting fees, indemnities and other amounts debt issuances (other than principal and interestin connection with a Permitted Acquisition) payable to Agent or a Lender; second, to payment of that portion of the Obligations constituting Term Loans; third, to payment of that portion of the Obligations constituting Revolving Loans; fourth, to payment of any remaining Obligations. Prepayments of principal will be applied to the Obligations in inverse order of maturity. Any prepayments pursuant to Sections 2.3.1 or 2.3.2 hereof shall be without penalty or premium of any kind other than break funding and other charges expressly provided by this Agreement with respect to LIBOR breakage costs; provided, however, at the reasonable request of the Borrower and to avoid any break funding charges with respect to LIBOR breakage costs associated with any prepayment, any amounts to be prepaid pursuant to Section 2.3.2 shall be deposited by the Borrower in an escrow account under the control of the Agent to return an interest rate equal to the average deposit rate payable by the Agent for commercial deposits of like size and duration as determined by the Agent in its sole discretion, such amounts to be applied in the manner set forth in this Section 2.3.2 at the expiration of the Interest Period for the Loans as to which break funding charges would otherwise have applied.Subsidiaries; and
Appears in 1 contract
Mandatory Reductions and Prepayments. The Revolving Commitment Amount shall, without any further action, automatically and permanently be reduced to zero on the Revolving Commitment Termination Date and:
(a) The Borrower shall prepay the Loans in an amount equal to 100% of the insurance proceeds received by the Borrower or any Subsidiary following a casualty or condemnation involving such Person’s 's Property, to the extent not applied (or intended to be applied) within 90 days after the consummation or receipt thereof, as applicable, to the purchase of replacement assets or repair of damaged assets;
(b) The Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all Asset Dispositions to the extent not applied (or committed to be applied) within 180 days of such Asset Disposition to the purchase of other assets that are not classified as current assets under GAAP and are used or useful in the business of the Company and its Subsidiaries;
(c) The Borrower shall prepay Loans in an amount equal to (i) 50% of the sum of the Net Available Proceeds realized upon all equity issuances (other than in connection with a Permitted Acquisition) by the Borrower and its Subsidiaries and (ii) 100% of the sum of the Net Available Proceeds realized upon all Permitted Equity Ownership Sales;
(d) The Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all debt issuances (other than in connection with a Permitted Acquisition) by the Borrower and its Subsidiaries;
(d) The Borrower shall prepay Loans in an amount equal to 80% of the sum of the Net Available Proceeds realized upon all equity issuances (other than in connection with a Permitted Acquisition or any issuance of equity in connection with a redemption of the Convertible Notes permitted by clause (f) of Section 7.2.6 hereof) by the Borrower;
(e) The Borrower shall notify the Agent of the amount of any required prepayment at least three (3) Business Days before it is made. The Borrower shall pay any accrued interest on the Loans which are being prepaid pursuant to this Section 2.3.2 and shall pay any break funding costs associated with such required prepayment; and
(f) Notwithstanding anything contained herein to the contrary, Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all Permitted Asset Dispositions. Any prepayments pursuant to Section 2.3.2 shall be applied in the following order: first, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to Agent or a Lender; second, to payment of that portion of the Obligations constituting Term Loans; third, to payment of that portion of the Obligations constituting Revolving Loans; fourth, to payment of any remaining Obligations. Prepayments of principal will be applied to the Obligations in inverse order of maturity. Any prepayments pursuant to Sections 2.3.1 or 2.3.2 hereof shall be without penalty or premium of any kind other than break funding and other charges expressly provided by this Agreement with respect to LIBOR breakage costs; provided, however, at the reasonable request of the Borrower and to avoid any break funding charges with respect to LIBOR breakage costs associated with any prepayment, any amounts to be prepaid pursuant to Section 2.3.2 shall be deposited by the Borrower in an escrow account under the control of the Agent to return an interest rate equal to the average deposit rate payable by the Agent for commercial deposits of like size and duration as determined by the Agent in its sole discretion, such amounts to be applied in the manner set forth in this Section 2.3.2 at the expiration of the Interest Period for the Loans as to which break funding charges would otherwise have applied.
Appears in 1 contract
Mandatory Reductions and Prepayments. The Revolving ------------------------------------ Commitment Amount shall, without any further action, automatically and permanently be reduced to zero on the Revolving Commitment Termination Date and:
(a) The Borrower shall prepay the Loans in an amount equal to 100% of the insurance proceeds received by the Borrower or any Subsidiary following a casualty or condemnation involving such Person’s 's Property, to the extent not applied (or intended to be applied) within 90 days after the consummation or receipt thereof, as applicable, to the purchase of replacement assets or repair of damaged assets;
(b) The Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all Asset Dispositions to the extent not applied (or committed to be applied) within 180 days of such Asset Disposition to the purchase of other assets that are not classified as current assets under GAAP and are used or useful in the business of the Company and its Subsidiaries;
(c) The Borrower shall prepay Loans in an amount equal to (i) 50% of the sum of the Net Available Proceeds realized upon all equity issuances (other than in connection with a Permitted Acquisition) by the Borrower and its Subsidiaries and (ii) 100% of the sum of the Net Available Proceeds realized upon all Permitted Equity Ownership Sales;
(d) The Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all debt issuances (other than in connection with a Permitted Acquisition) by the Borrower and its Subsidiaries;
(d) The Borrower shall prepay Loans in an amount equal to 80% of the sum of the Net Available Proceeds realized upon all equity issuances (other than in connection with a Permitted Acquisition or any issuance of equity in connection with a redemption of the Convertible Notes permitted by clause (f) of Section 7.2.6 hereof) by the Borrower;
(e) The Borrower shall notify the Agent of the amount of any required prepayment at least three (3) Business Days before it is made. The Borrower shall pay any accrued interest on the Loans which are being prepaid pursuant to this Section 2.3.2 and shall pay any break funding costs associated with such required prepayment; and
(f) Notwithstanding anything contained herein to the contrary, Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all Permitted Asset Dispositions. Any prepayments pursuant to Section 2.3.2 shall be applied in the following order: first, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to Agent or a Lender; second, to payment of that portion of the Obligations constituting Term Loans; third, to payment of that portion of the Obligations constituting Revolving Loans; fourth, to payment of any remaining Obligations. Prepayments of principal will be applied to the Obligations in inverse order of maturity. Any prepayments pursuant to Sections 2.3.1 or 2.3.2 hereof shall be without penalty or premium of any kind other than break funding and other charges expressly provided by this Agreement with respect to LIBOR breakage costs; provided, however, at the reasonable request of the Borrower and to avoid any break funding charges with respect to LIBOR breakage costs associated with any prepayment, any amounts to be prepaid pursuant to Section 2.3.2 shall be deposited by the Borrower in an escrow account under the control of the Agent to return an interest rate equal to the average deposit rate payable by the Agent for commercial deposits of like size and duration as determined by the Agent in its sole discretion, such amounts to be applied in the manner set forth in this Section 2.3.2 at the expiration of the Interest Period for the Loans as to which break funding charges would otherwise have applied.
Appears in 1 contract
Mandatory Reductions and Prepayments. The Revolving ------------------------------------ Commitment Amount shall, without any further action, automatically and permanently be reduced to zero on the Revolving Commitment Termination Date and:
(a) The Borrower shall prepay the Loans in an amount equal to 100% of the insurance proceeds received by the Borrower or any Subsidiary following a casualty or condemnation involving such Person’s 's Property, to the extent not applied (or intended to be applied) within 90 days after the consummation or receipt thereof, as applicable, to the purchase of replacement assets or repair of damaged assets;
(b) The Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all Asset Dispositions to the extent not applied (or committed to be applied) within 180 days of such Asset Disposition to the purchase of other assets that are not classified as current assets under GAAP and are used or useful in the business of the Company and its Subsidiaries;
(c) The Borrower shall prepay Loans in an amount equal to (i) 50% of the sum of the Net Available Proceeds realized upon all equity issuances (other than in connection with a Permitted Acquisition) by the Borrower and its Subsidiaries and (ii) 100% of the sum of the Net Available Proceeds realized upon all Permitted Equity Ownership Sales;
(d) The Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all debt issuances (other than in connection with a Permitted Acquisition) by the Borrower and its Subsidiaries;
(d) The Borrower shall prepay Loans in an amount equal to 80% of the sum of the Net Available Proceeds realized upon all equity issuances (other than in connection with a Permitted Acquisition or any issuance of equity in connection with a redemption of the Convertible Notes permitted by clause (f) of Section 7.2.6 hereof) by the Borrower;
(e) The Borrower shall notify the Agent of the amount of any required prepayment at least three (3) Business Days before it is made. The Borrower shall pay any accrued interest on the Loans which are being prepaid pursuant to this Section 2.3.2 and shall pay any break funding costs associated with such required prepayment; and
(f) Notwithstanding anything contained herein to the contrary, Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all Permitted Asset Dispositions. Any prepayments pursuant to Section 2.3.2 shall be applied in the following order: first, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to Agent or a Lender; second, to payment of that portion of the Obligations constituting Term Loans; third, to payment of that portion of the Obligations constituting Revolving Loans; fourth, to payment of any remaining Obligations. Prepayments of principal will be applied to the Obligations in inverse order of maturity. Any prepayments pursuant to Sections 2.3.1 or 2.3.2 hereof shall be without penalty or premium of any kind other than break funding and other charges expressly provided by this Agreement with respect to LIBOR breakage costs; provided, however, at the reasonable request of the Borrower and to avoid any break funding charges with respect to LIBOR breakage costs associated with any prepayment, any amounts to be prepaid pursuant to Section 2.3.2 shall be deposited by the Borrower in an escrow account under the control of the Agent to return an interest rate equal to the average deposit rate payable by the Agent for commercial deposits of like size and duration as determined by the Agent in its sole discretion, such amounts to be applied in the manner set forth in this Section 2.3.2 at the expiration of the Interest Period for the Loans as to which break funding charges would otherwise have applied.
Appears in 1 contract
Mandatory Reductions and Prepayments. The Revolving Commitment Amount shallFirst, without any further actionoutstanding Loans of a Class shall be prepaid, automatically and permanently second, if any Commitments of a Class are outstanding and no Loans of such Class are outstanding on (or such Loans of such Class have been prepaid as of) the applicable date, the Commitments of such Class shall be reduced reduced, in each case, on a Dollar-for-Dollar basis (with amounts received in non-Dollar currencies to zero on the Revolving Commitment Termination Date and:
(a) The Borrower shall prepay the Loans in an amount equal to 100% of the insurance proceeds received be converted by the Borrower or any Subsidiary following to Dollars for purposes of this calculation based upon foreign exchange rates actually received, in the case of a casualty or condemnation involving such Person’s Property, to the extent not applied prepayment (or intended to that would actually be applied) within 90 days after the consummation or receipt thereofreceived, as applicable, to the purchase of replacement assets or repair of damaged assets;
(b) The Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all Asset Dispositions to the extent not applied (or committed to be applied) within 180 days of such Asset Disposition to the purchase of other assets that are not classified as current assets under GAAP and are used or useful in the business case of the Company and its Subsidiaries;
(c) The Borrower shall prepay Loans in an amount equal to 100% of the sum of the Net Available Proceeds realized upon all debt issuances (other than in connection with a Permitted AcquisitionCommitment reduction) by the Borrower acting in good faith and its Subsidiaries;
(din a commercially reasonable manner in consultation with the Administrative Agent) The Borrower shall prepay Loans in an amount equal to 80% of the sum of the Net Available Proceeds realized upon all equity issuances (other than in connection with a Permitted Acquisition or any issuance of equity in connection with a redemption of the Convertible Notes permitted by clause (f) of Section 7.2.6 hereof) by the Borrower;
(e) The Borrower shall notify the Agent of the amount of any required prepayment at least within three (3) Business Days before it is made. The Borrower shall pay any accrued interest of (in the case of a prepayment of Loans) or on the date of (in the case of a reduction of Commitments) receipt by the Consolidated Companies of any Net Cash Proceeds (or in the case of clause (i)(y) below, commitments) referred to in this paragraph (d):
(i) (x) from 100.0% of the Net Cash Proceeds actually received by the Consolidated Companies from the incurrence of Borrowed Debt by such entity (excluding (A) intercompany debt of such entities, (B) borrowings under the Borrower’s Existing Credit Agreement or any revolving facility in replacement thereof in an amount up to $1,500,000,000, (C) any other ordinary course borrowings under existing working capital or overdraft facilities, (D) issuances of commercial paper and refinancings thereof, (E) purchase money indebtedness incurred in the ordinary course of business, (F) indebtedness with respect to capital leases incurred in the ordinary course of business and (G) other Indebtedness in an amount not to exceed $100,000,000 in the aggregate (excluding for the avoidance of doubt the New Term Loans which and the New Senior Notes)) and (y) the aggregate amount of commitments received in respect of Borrowed Debt (subject to the exclusions set forth in clauses (A) through (G) of the foregoing clause (x)) (provided the fully documented conditions to availability and drawing of such Borrowed Debt are being prepaid no more restrictive or onerous to the borrower thereunder than the conditions to availability and drawing the Loans);
(ii) from 100.0% of the Net Cash Proceeds actually received from the issuance of any Equity Interests by the Consolidated Companies (other than (A) issuances pursuant to this Section 2.3.2 and shall pay any break funding costs associated employee stock plans or other benefit or employee incentive arrangements, (B) issuances among the Consolidated Companies or (C) issuances in connection with such required prepaymentthe purchase price payable with respect to the Target Acquisition); and
(fiii) Notwithstanding anything contained herein to the contrary, Borrower shall prepay Loans in an amount equal to 100from 100.0% of the sum Net Cash Proceeds actually received by the Consolidated Companies from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among the Consolidated Companies and (B) Asset Sales, the Net Cash Proceeds of which do not exceed $10,000,000 in any single transaction or related series of transactions or $25,000,000 in the aggregate). All mandatory prepayments or Commitment reductions (x) in respect of the Net Available Proceeds realized upon all Permitted Asset Dispositions. Any prepayments pursuant to Section 2.3.2 issuance of senior notes (including, without limitation, the New Senior Notes) and/or mandatorily convertible securities and/or hybrid equity or Equity Interests shall be applied first to Tranche 1 Loans and Tranche 1 Commitments and second to Tranche 2 Loans and Tranche 2 Commitments, (y) in the following order: first, to payment of that portion respect of the Obligations constituting feesincurrence of New Term Loans shall be applied first to Tranche 2 Loans and Tranche 2 Commitments and second to Tranche 1 Loans and Tranche 1 Commitments, indemnities and (z) in respect of other amounts mandatory prepayments or Commitment reductions described in this clause (other than principal d) shall be applied ratably to Tranche 1 Loans and interest) payable to Agent or a Lender; second, to payment of that portion of the Obligations constituting Term Loans; third, to payment of that portion of the Obligations constituting Revolving Loans; fourth, to payment of any remaining ObligationsTranche 1 Commitments and Tranche 2 Loans and Tranche 2 Commitments. Prepayments of principal All mandatory prepayments and Commitment reductions will be applied to the Obligations in inverse order of maturity. Any prepayments pursuant to Sections 2.3.1 or 2.3.2 hereof shall be without penalty or premium (except for breakage costs and accrued interest, if any) and will be applied pro rata among the Lenders of the applicable Class of Loans (or, if applicable, Class of Commitments). Mandatory prepayments of the Loans may not be reborrowed. If the Net Cash Proceeds are received by any kind Person other than break funding and other charges expressly provided by this Agreement the Borrower, the Commitments shall only be reduced (or the Loans prepaid) to the extent that such Net Cash Proceeds can be immediately transferred to the Borrower (with respect to LIBOR breakage costs; provided, however, at the reasonable request such amount net of the Borrower costs and taxes associated therewith); it being understood that if such a restriction on transfer exists, upon such restriction ceasing to avoid any break funding charges with respect to LIBOR breakage costs associated with any prepaymentapply, any amounts to the Commitments will be prepaid pursuant to Section 2.3.2 shall immediately reduced or, if applicable, the Loans will be deposited by the Borrower in an escrow account under the control of the Agent to return an interest rate equal to the average deposit rate payable by the Agent for commercial deposits of like size and duration as determined by the Agent in its sole discretionrepaid within three (3) Business Days thereof, such amounts to be applied in the manner set forth in this Section 2.3.2 at above as if such Net Cash Proceeds were received by the expiration of Borrower on the Interest Period for the Loans as date such restriction ceased to which break funding charges would otherwise have appliedexist.
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