Common use of Mandatory Repayment Offers Clause in Contracts

Mandatory Repayment Offers. (a) In the event that, pursuant to Section 5.07 (Asset Sales; Application of Net Proceeds) or Section 5.12 (Offer to Prepay Upon Change of Control), the Borrower shall elect to repay or be required to offer to prepay Second Priority Term Loans, then the Borrower shall make an offer to each Lender (a "Mandatory Repayment Offer") in accordance with the following the procedures specified below: (i) The Mandatory Repayment Offer shall be made by the Borrower within 30 days following (A) the receipt by the Borrower or any of its Subsidiaries of Net Proceeds from an Asset Sale, Casualty Event or Condemnation Event or (B) a Change of Control, as applicable, and shall remain open until 5:00 p.m. (New York City time) on the date specified in such Mandatory Repayment Offer, which date shall be no earlier than 30 days and no later than 60 days from the date such Mandatory Repayment Offer was made, except to the extent that a longer period is required by applicable law (the "Offer Period"); (ii) The Borrower shall make the Mandatory Repayment Offer by sending a notice to the Administrative Agent (for delivery to each Lender). The notice shall contain all instructions and materials necessary to enable the Lenders to accept the Mandatory Repayment Offer for all of their Second Priority Term Loans pursuant to the Mandatory Repayment Offer. The Mandatory Repayment Offer shall be made to all Lenders. The notice, which shall govern the terms of the Mandatory Repayment Offer, shall state: (A) that the Mandatory Repayment Offer is being made pursuant to this Section 2.11 and Section 5.07 (Asset Sales; Application of Net Proceeds) or Section 5.12 (Offer to Prepay Upon Change of Control), as applicable, and the date on which the Mandatory Repayment Offer shall end; (B) the total amount the Borrower is offering to prepay (the "Offer Amount") and the Repayment Date therefor; (C) that, unless the Borrower defaults in making such payment, any Second Priority Term Loan with respect to which a Lender accepts the Mandatory Repayment Offer shall cease to accrue interest from and after the Repayment Date; (D) that a Lender that accepts a Mandatory Repayment Offer must accept such Mandatory Repayment Offer with respect to all (but not part) of its Second Priority Term Loans (up to the amount of such Lender's Second Priority Term Loans that the Borrower is offering to prepay); (E) that the Lenders shall be entitled to withdraw their acceptance of a Mandatory Repayment Offer if the Borrower and the Administrative Agent receive, not later than the expiration of the Offer Period, a notice setting forth the name of the Lender, the principal amount of the Second Priority Term Loans for which the Lender previously accepted such Mandatory Repayment Offer and a statement that such Lender is rescinding its acceptance of such Mandatory Repayment Offer; and (F) in the case of a Mandatory Repayment Offer being made pursuant to Section 5.07 (Asset Sales; Application of Net Proceeds), that if the aggregate principal amount of Second Priority Term Loans for which the Mandatory Repayment Offer is accepted by the Lenders exceeds the Offer Amount, then the Administrative Agent shall select the Second Priority Term Loans to be purchased in accordance with Section 2.12(c) (General Provisions Regarding Payments). (iii) On or before the fifth day after the termination of the Offer Period (the "Repayment Date"), the Borrower shall (A) to the extent lawful, pay, in accordance with Section 2.12(c) (General Provisions Regarding Payments), the amount of Second Priority Term Loans with respect to which the Mandatory Repayment Offer was accepted, and (B) deliver to the Administrative Agent (for delivery to the Lenders) an Officer's Certificate stating the amount of the Second Priority Term Loans to be repaid in accordance with the terms of this Section 2.11. The Administrative Agent shall promptly forward the appropriate amount to each Lender being repaid. (b) In the event that one or more, but not all, Lenders have not elected to participate in any Mandatory Repayment Offer made pursuant to Section 5.07 (Asset Sales; Application of Net Proceeds), the Borrower shall, upon the end of the Offer Period, immediately commence a second Mandatory Repayment Offer in accordance with the procedure provided in clause (a) of this Section 2.11, provided that such subsequent offer shall only be made to Lenders who elected to participate in the initial Mandatory Repayment Offer and, provided, further, that the Borrower shall not be required to make more than one such subsequent offer with respect to each initial Mandatory Repayment Offer.

Mandatory Repayment Offers. (a) In the event that, pursuant to Section 5.07 (Asset Sales; Application of Net Proceeds) or Section 5.12 (Offer to Prepay Upon Change of Control), the Borrower shall elect to repay or be required to offer to prepay Second First Priority Term Loans, then the Borrower shall make an offer to each Lender (a "Mandatory Repayment Offer") in accordance with the following the procedures specified below: (i) The Mandatory Repayment Offer shall be made by the Borrower within 30 days following (A) the receipt by the Borrower or any of its Subsidiaries of Net Proceeds from an Asset Sale, Casualty Event or Condemnation Event or (B) a Change of Control, as applicable, and shall remain open until 5:00 p.m. (New York City time) on the date specified in such Mandatory Repayment Offer, which date shall be no earlier than 30 days and no later than 60 days from the date such Mandatory Repayment Offer was made, except to the extent that a longer period is required by applicable law (the "Offer Period");): (ii) The Borrower shall make the Mandatory Repayment Offer by sending a notice to the Administrative Agent (for delivery to each Lender). The notice shall contain all instructions and materials necessary to enable the Lenders to accept the Mandatory Repayment Offer for all of their Second First Priority Term Loans pursuant to the Mandatory Repayment Offer. The Mandatory Repayment Offer shall be made to all "Lenders. The notice, which shall govern the terms of the Mandatory Repayment Offer, shall state: (A) that the Mandatory Repayment Offer is being made pursuant to this Section 2.11 and Section 5.07 (Asset Sales; Application of Net Proceeds) or Section 5.12 (Offer to Prepay Upon Change of Control), as applicable, and the date on which the Mandatory Repayment Offer shall end; (B) the total amount the Borrower is offering to prepay (the "Offer Amount") and the Repayment Date therefor; (C) that, unless the Borrower defaults in making such payment, any Second First Priority Term Loan with respect to which a Lender accepts the Mandatory Repayment Offer shall cease to accrue interest from and after the Repayment Date; (D) that a Lender that accepts a Mandatory Repayment Offer must accept such Mandatory Repayment Offer with respect to all (but not part) of its Second First Priority Term Loans (up to the amount of such Lender's Second First Priority Term Loans that the Borrower is offering to prepay); (E) that the Lenders shall be entitled to withdraw their acceptance of a Mandatory Repayment Offer if the Borrower and the Administrative Agent receive, not later than the expiration of the Offer Period, a notice setting forth the name of the Lender, the principal amount of the Second First Priority Term Loans for which the Lender previously accepted such Mandatory Repayment Offer and a statement that such Lender is rescinding its acceptance of such Mandatory Repayment Offer; and (F) in the case of a Mandatory Repayment Offer being made pursuant to Section 5.07 (Asset Sales; Application of Net Proceeds), that if the aggregate principal amount of Second First Priority Term Loans for which the Mandatory Repayment Offer is accepted by the Lenders exceeds the Offer Amount, then the Administrative Agent shall select the Second First Priority Term Loans to be purchased in accordance with Section 2.12(c) (General Provisions Regarding Payments). (iii) On or before the fifth day after the termination of the Offer Period (the "Repayment Date"), the Borrower shall (A) to the extent lawful, pay, in accordance with Section 2.12(c) (General Provisions Regarding Payments), the amount of Second First Priority Term Loans with respect to which the Mandatory Repayment Offer was accepted, and (B) deliver to the Administrative Agent (for delivery to the Lenders) an Officer's Certificate stating the amount of the Second First Priority Term Loans to be repaid in accordance with the terms of this Section 2.11. The Administrative Agent shall promptly forward the appropriate amount to each Lender being repaid. (b) In the event that one or more, but not all, Lenders have not elected to participate in any Mandatory Repayment Offer made pursuant to Section 5.07 (Asset Sales; Application of Net Proceeds), the Borrower shall, upon the end of the Offer Period, immediately commence a second Mandatory Repayment Offer in accordance with the procedure provided in hi clause (a) of this Section 2.11, provided that such subsequent offer shall only be made to Lenders who elected to participate in the initial Mandatory Repayment Offer and, provided, further, that the Borrower shall not be required to make more than one such subsequent offer with respect to each initial Mandatory Repayment Offer.

Mandatory Repayment Offers. (a) In the event that, pursuant to Section 5.07 (Asset Sales; Application of Net Proceeds) or Section 5.12 (Offer to Prepay Upon Change of Control)5.13, the Borrower shall elect to repay or be required to offer to prepay Second Priority Term Loans, then the Borrower shall make an offer to each Lender (a "Mandatory Repayment Offer") in accordance with the following the procedures specified below: (i) The Borrower shall make a Mandatory Repayment Offer shall be made by the Borrower under this Agreement within 30 days following (A) the receipt by the Borrower or any of its Subsidiaries of Net Proceeds from an Asset Sale, Casualty Event or Condemnation Event or (B) a Change of Control, as applicable, Control and shall remain keep such Mandatory Repayment Offer open until 5:00 p.m. (New York City time) on the date specified in such Mandatory Repayment Offer, which date shall be no earlier than 30 days and no later than 60 days from the date such Mandatory Repayment Offer was made, except to the extent that a longer period is required by applicable law (the "Offer Period"); (ii) The Borrower shall make the Mandatory Repayment Offer by sending a notice to the Administrative Agent (for delivery to each Lender)) in accordance with Section 11. 1. The notice shall contain all instructions and materials necessary to enable the Lenders to accept the Mandatory Repayment Offer for all of their Second Priority Term Loans pursuant to the Mandatory Repayment Offer. The Mandatory Repayment Offer shall be made to all Lenders. The notice, which shall govern the terms of the Mandatory Repayment Offer, shall state: (A) the total amount Borrower is offering to prepay (the "Offer Amount"), which amount shall be an amount equal to at least 101% of the aggregate principal amount of Term Loans then outstanding, plus, in each case, accrued and unpaid interest thereon, to but excluding the date of repayment, plus, in each case, any other amount then required to be paid hereunder, and the Mandatory Repayment Date therefor; (B) that Rocky Mountain Borrower is making the same offer to the Rocky Mountain Lenders to purchase the Rocky Mountain Term Loans; (C) that the Mandatory Repayment Offer is being made pursuant to this Section 2.11 2.1.10(d) and Section 5.07 (Asset Sales; Application of Net Proceeds) or Section 5.12 (Offer to Prepay Upon Change of Control), as applicable, 5.13 and the date on which the Mandatory Repayment Offer shall end; (B) the total amount the Borrower is offering to prepay (the "Offer Amount") and the Repayment Date therefor; (CD) that, unless the Borrower defaults in making such payment, any Second Priority Term Loan with respect to which a Lender accepts the Mandatory Repayment Offer shall cease to accrue interest from and after the Mandatory Repayment Date; (DE) that a Lender that accepts a Mandatory Repayment Offer must accept such Mandatory Repayment Offer with respect to all (but not part) of its Second Priority Term Loans and all (up to the amount but not part) of such Lender's Second Priority its Rocky Mountain Term Loans that the Borrower is offering to prepay);Loans; and (EF) that the Lenders shall be entitled to withdraw their acceptance of a Mandatory Repayment Offer if the Borrower and the Administrative Agent receive, not later than the expiration of the Offer Period, a notice setting forth the name of the Lender, the principal amount of the Second Priority Term Loans and Rocky Mountain Term Loans for which the Lender previously accepted such Mandatory Repayment Offer and a statement that such Lender is rescinding its acceptance of such Mandatory Repayment OfferOffer under this Agreement and under the Rocky Mountain Credit Agreement; and (F) in the case of a Mandatory Repayment Offer being made pursuant to Section 5.07 (Asset Sales; Application of Net Proceeds), that if the aggregate principal amount of Second Priority Term Loans for which the Mandatory Repayment Offer is accepted by the Lenders exceeds the Offer Amount, then the Administrative Agent shall select the Second Priority Term Loans to be purchased in accordance with Section 2.12(c) (General Provisions Regarding Payments). (iii) On or before the fifth day after the termination of the Offer Period (the "Mandatory Repayment Date"), the Borrower shall (A) to the extent lawful, pay, in accordance with Section 2.12(c) (General Provisions Regarding Payments)Sections 2.4.1 and 9.10, the amount of Second Priority Term Loans with respect to which the Mandatory Repayment Offer was acceptedaccepted (together with all accrued and unpaid interest thereon, to but excluding the date of repayment and any other amount then required to be paid under this Agreement), and (B) deliver to the Administrative Agent (for delivery to the Lenders) an Officer's Certificate a certificate duly executed by a Responsible Officer stating the amount of the Second Priority Term Loans to be repaid in accordance with the terms of this Section 2.112.1.10(d). The Administrative Agent shall promptly forward the appropriate amount to each Lender being repaid. (b) In the event that one or more, but not all, Lenders have not elected to participate in any Mandatory Repayment Offer made pursuant to Section 5.07 (Asset Sales; Application of Net Proceeds), the Borrower shall, upon the end of the Offer Period, immediately commence a second Mandatory Repayment Offer in accordance with the procedure provided in clause (a) of this Section 2.11, provided that such subsequent offer shall only be made to Lenders who elected to participate in the initial Mandatory Repayment Offer and, provided, further, that the Borrower shall not be required to make more than one such subsequent offer with respect to each initial Mandatory Repayment Offer.

Mandatory Repayment Offers. (a) In the event that, pursuant to Section 5.07 (Asset Sales; Application of Net Proceeds) or Section 5.12 (Offer to Prepay Upon Change of Control), the Borrower shall elect to repay or be required to offer to prepay Second First Priority Term Loans, then the Borrower shall make an offer to each Lender (a "Mandatory Repayment Offer") in accordance with the following the procedures specified below: (i) The Mandatory Repayment Offer shall be made by the Borrower within 30 days following (A) the receipt by the Borrower or any of its Subsidiaries of Net Proceeds from an Asset Sale, Casualty Event or Condemnation Event or (B) a Change of Control, as applicable, and shall remain open until 5:00 p.m. (New York City time) on the date specified in such Mandatory Repayment Offer, which date shall be no earlier than 30 days and no later than 60 days from the date such Mandatory Repayment Offer was made, except to the extent that a longer period is required by applicable law (the "Offer Period"); (ii) The Borrower shall make the Mandatory Repayment Offer by sending a notice to the Administrative Agent (for delivery to each Lender). The notice shall contain all instructions and materials necessary to enable the Lenders to accept the Mandatory Repayment Offer for all of their Second First Priority Term Loans pursuant to the Mandatory Repayment Offer. The Mandatory Repayment Offer shall be made to all Lenders. The notice, which shall govern the terms of the Mandatory Repayment Offer, shall state: (A) that the Mandatory Repayment Offer is being made pursuant to this Section 2.11 and Section 5.07 (Asset Sales; Application of Net Proceeds) or Section 5.12 (Offer to Prepay Upon Change of Control), as applicable, and the date on which the Mandatory Repayment Offer shall end; (B) the total amount the Borrower is offering to prepay (the "Offer Amount") and the Repayment Date therefor; (C) that, unless the Borrower defaults in making such payment, any Second First Priority Term Loan with respect to which a Lender accepts the Mandatory Repayment Offer shall cease to accrue interest from and after the Repayment Date; (D) that a Lender that accepts a Mandatory Repayment Offer must accept such Mandatory Repayment Offer with respect to all (but not part) of its Second First Priority Term Loans (up to the amount of such Lender's Second First Priority Term Loans that the Borrower is offering to prepay); (E) that the Lenders shall be entitled to withdraw their acceptance of a Mandatory Repayment Offer if the Borrower and the Administrative Agent receive, not later than the expiration of the Offer Period, a notice setting forth the name of the Lender, the principal amount of the Second First Priority Term Loans for which the Lender previously accepted such Mandatory Repayment Offer and a statement that such Lender is rescinding its acceptance of such Mandatory Repayment Offer; and (F) in the case of a Mandatory Repayment Offer being made pursuant to Section 5.07 (Asset Sales; Application of Net Proceeds), that if the aggregate principal amount of Second First Priority Term Loans for which the Mandatory Repayment Offer is accepted by the Lenders exceeds the Offer Amount, then the Administrative Agent shall select the Second First Priority Term Loans to be purchased in accordance with Section 2.12(c) (General Provisions Regarding Payments). (iii) On or before the fifth day after the termination of the Offer Period (the "Repayment Date"), the Borrower shall (A) to the extent lawful, pay, in accordance with Section 2.12(c) (General Provisions Regarding Payments), the amount of Second First Priority Term Loans with respect to which the Mandatory Repayment Offer was accepted, and (B) deliver to the Administrative Agent (for delivery to the Lenders) an Officer's Certificate stating the amount of the Second First Priority Term Loans to be repaid in accordance with the terms of this Section 2.11. The Administrative Agent shall promptly forward the appropriate amount to each Lender being repaid. (b) In the event that one or more, but not all, Lenders have not elected to participate in any Mandatory Repayment Offer made pursuant to Section 5.07 (Asset Sales; Application of Net Proceeds), the Borrower shall, upon the end of the Offer Period, immediately commence a second Mandatory Repayment Offer in accordance with the procedure provided in clause (a) of this Section 2.11, provided that such subsequent offer shall only be made to Lenders who elected to participate in the initial Mandatory Repayment Offer and, provided, further, that the Borrower shall not be required to make more than one such subsequent offer with respect to each initial Mandatory Repayment Offer.

Mandatory Repayment Offers. (a) In the event that, pursuant to Section 5.07 (Asset Sales; Application of Net Proceeds) or Section 5.12 (Offer to Prepay Upon Change of Control)5.13, the Borrower shall elect to repay or be required to offer to prepay Second Priority Term LoansLoans and Funded LC Disbursements and return Funded LC Credit-Linked Deposits, then the Borrower shall make an offer to each Lender (a "Mandatory Repayment Offer") in accordance with the following the procedures specified below: (i) The Borrower shall make a Mandatory Repayment Offer shall be made by the Borrower under this Agreement within 30 days following (A) the receipt by the Borrower or any of its Subsidiaries of Net Proceeds from an Asset Sale, Casualty Event or Condemnation Event or (B) a Change of Control, as applicable, Control and shall remain keep such Mandatory Repayment Offer open until 5:00 p.m. (New York City time) on the date specified in such Mandatory Repayment Offer, which date shall be no earlier than 30 days and no later than 60 days from the date such Mandatory Repayment Offer was made, except to the extent that a longer period is required by applicable law (the "Offer Period"); (ii) The Borrower shall make the Mandatory Repayment Offer by sending a notice to the Administrative Agent (for delivery to each Lender)) in accordance with Section 11.1. The notice shall contain all instructions and materials necessary to enable the Lenders to accept the Mandatory Repayment Offer for all of their Second Priority Term Loans Loans, Funded LC Disbursements and Funded LC Credit-Linked Deposits pursuant to the Mandatory Repayment Offer. The Mandatory Repayment Offer shall be made to all Lenders. The notice, which shall govern the terms of the Mandatory Repayment Offer, shall state: (A) the total amount Borrower is offering to prepay (the "Offer Amount"), which amount shall be an amount equal to at least the sum of (1) 101% of the aggregate principal amount of Term Loans and Funded LC Disbursements then outstanding, plus (2) 1% of the amount of Funded LC Credit-Linked Deposits, plus (3) in each case, accrued and unpaid interest thereon, to but excluding the date of repayment, plus (4) in each case, any other amount then required to be paid hereunder, and the Mandatory Repayment Date therefor; (B) that Riverside Borrower is making the same offer to the Riverside Lenders to purchase the Riverside Term Loans; (C) that the Mandatory Repayment Offer is being made pursuant to this Section 2.11 2.1.10(d) and Section 5.07 (Asset Sales; Application of Net Proceeds) or Section 5.12 (Offer to Prepay Upon Change of Control), as applicable, 5.13 and the date on which the Mandatory Repayment Offer shall end; (B) the total amount the Borrower is offering to prepay (the "Offer Amount") and the Repayment Date therefor; (CD) that, unless the Borrower defaults in making such payment, any Second Priority Term Loan with respect to which a Lender accepts the Mandatory Repayment Offer shall cease to accrue interest from and after the Mandatory Repayment Date; (DE) that Borrower shall, on the Mandatory Repayment Date, deposit cash in an aggregate amount equal to the Funded LC Credit-Linked Deposits of all Lender's accepting such Mandatory Repayment Offer; (F) that a Lender that accepts a Mandatory Repayment Offer must accept such Mandatory Repayment Offer with respect to all (but not part) of its Second Priority Term Loans Loans, Funded LC Disbursements and Funded LC Credit-Linked Deposits and all (up to the amount but not part) of such Lender's Second Priority its Riverside Term Loans that the Borrower is offering to prepay);Loans; and (EG) that the Lenders shall be entitled to withdraw their acceptance of a Mandatory Repayment Offer if the Borrower and the Administrative Agent receive, not later than the expiration of the Offer Period, a notice setting forth the name of the Lender, the principal amount of the Second Priority Funded LC Credit-Linked Deposit, Term Loans and Funded LC Disbursements and Riverside Term Loans for which the Lender previously accepted such Mandatory Repayment Offer and a statement that such Lender is rescinding its acceptance of such Mandatory Repayment OfferOffer under this Agreement and under the Riverside Credit Agreement; and (F) in the case of a Mandatory Repayment Offer being made pursuant to Section 5.07 (Asset Sales; Application of Net Proceeds), that if the aggregate principal amount of Second Priority Term Loans for which the Mandatory Repayment Offer is accepted by the Lenders exceeds the Offer Amount, then the Administrative Agent shall select the Second Priority Term Loans to be purchased in accordance with Section 2.12(c) (General Provisions Regarding Payments). (iii) On or before the fifth day after the termination of the Offer Period (the "Mandatory Repayment Date"), the Borrower shall (A) to the extent lawful, pay, in accordance with Section 2.12(c) (General Provisions Regarding Payments)Sections 2.4.1 and 9.10, the amount of Second Priority Term Loans and Funded LC Disbursements with respect to which the Mandatory Repayment Offer was acceptedaccepted (together with all accrued and unpaid interest thereon, to but excluding the date of repayment and any other amount then required to be paid under this Agreement), (B) unless such Mandatory Repayment Offer is accepted by all Lenders and Riverside Lenders, deposit cash in an aggregate amount equal to all Funded LC Credit-Linked Deposits returned as part of such Mandatory Payment Offer with Administrative Agent for ultimate deposit in the Credit-Linked Deposit Account for application as provided in Section 2.8.2, and (BC) deliver to the Administrative Agent (for delivery to the Lenders) an Officer's Certificate a certificate duly executed by a Responsible Officer stating the amount of the Second Priority Term Loans and Funded LC Disbursements to be repaid and the Funded LC Credit-Linked Deposits to be returned by Administrative Agent to the Lender's accepting such Mandatory Repayment Offer in accordance with the terms of this Section 2.11. The Administrative Agent shall promptly forward the appropriate amount to each Lender being repaid. (b) In the event that one or more, but not all, Lenders have not elected to participate in any Mandatory Repayment Offer made pursuant to Section 5.07 (Asset Sales; Application of Net Proceeds), the Borrower shall, upon the end of the Offer Period, immediately commence a second Mandatory Repayment Offer in accordance with the procedure provided in clause (a) of this Section 2.11, provided that such subsequent offer shall only be made to Lenders who elected to participate in the initial Mandatory Repayment Offer and, provided, further, that the Borrower shall not be required to make more than one such subsequent offer with respect to each initial Mandatory Repayment Offer.2.1.10