Common use of Mandatory Repayment Clause in Contracts

Mandatory Repayment. In the event Borrower (i) procures financing from any source, whether in the form of Indebtedness or equity or issues or sells any equity securities in excess of the Threshold Amount (a “Threshold Financing”), or (ii) makes an Asset Disposition (other than sales of Inventory and dispositions of obsolete or excess Equipment in the ordinary course of business), or (iii) undergoes a Change of Control, then to the extent not prohibited under the terms of the Intercreditor Agreement, an amount equal to the entire net proceeds thereof (after deducting proceeds, if any, applied to the Senior Indebtedness), or the portion thereof equal to the outstanding balance of the Term Loan plus accrued and unpaid interest and Maintenance Fee, and all other amounts then due and owing hereunder, shall be paid by Borrower to Lender to repay or reduce the Term Loan; provided, however, that in the event of a Threshold Financing in the form of Subordinated Debt, equity or equity securities, Borrower shall be required to make the payment set forth in this Section 2.5(D) only to the extent and in the amount that the net proceeds of such Threshold Financing to Borrower exceeds the Threshold Amount. All payments hereunder shall be applied first, to accrued interest on the Term Loan, second, to any outstanding fees (including the Maintenance Fee), costs and/or expenses owing, due and payable to Lender, third to the outstanding principal balance of the Term Loan, and fourth, to any other Obligations then owing.

Mandatory Repayment. In (a) The Revolver Commitments, including any commitment to issue any Letter of Credit, shall terminate on the event Borrower Maturity Date and (without limiting Borrower’s obligations to either (i) procures financing from any source, whether provide to Agent cash collateral in the form of Indebtedness or equity or issues or sells any equity securities in excess respect of the Threshold Amount (a “Threshold Financing”), outstanding Letters of Credit or (ii) makes make other arrangements (which may include backstop letters of credit) reasonably satisfactory to the Agent and the Issuing Lender, at least three (3) Business Days prior to the Maturity Date or in accordance with the provisions of Section 2.1(a)(iii)) all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of Borrower with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be due and payable in full without notice or demand (including either (i) providing cash collateral to be held by Agent in an Asset Disposition amount equal to 103% of the Letter of Credit Usage, (ii) making other than sales arrangements (which may include backstop letters of Inventory credit) reasonably satisfactory to the Agent and dispositions of obsolete or excess Equipment in the ordinary course of business), Issuing Lender or (iii) undergoes causing the original Letters of Credit to be returned to Agent), on the Maturity Date. (b) In the event that, at any time, the sum of the then outstanding Revolving Credit Facility Usage and the Letter of Credit Usage exceeds the then extant amount of the Maximum Revolver Amount, then, and in each such event, promptly upon obtaining notice of such excess (and in any event within two (2) Business Days of obtaining such notice) Borrower shall repay the amount of such excess to Agent for the benefit of the Lenders. (c) In the event that, at any time, the sum of the then outstanding Revolving Credit Facility Usage and the Letter of Credit Usage exceeds the then extant Borrowing Base, then, promptly (and in any event, within 1 Business Day of the occurrence of such excess), Borrower shall repay the amount of such excess to Agent for the benefit of the Lenders. (d) At least once during each 6 consecutive month period, Borrower shall repay to Agent, for the benefit of the Lenders, an amount of outstanding Loans so that the outstanding principal amount of Loans shall remain at $5,000,000 or less for at least ten consecutive days thereafter; provided, that once during the term of this Agreement, at Borrower’s election upon Borrower providing written notice to Agent, so long as no Event of Default has occurred and is continuing and the Total Reserves are less than $300,000,000 plus the Capital Amount, such repayment shall only be required once during a Change consecutive nine (9) month period. (e) Within 3 Business Days of Controlthe date of the issuance by Borrower of any equity Securities, then to Borrower shall prepay the extent not prohibited outstanding principal amount of the Obligations (as defined in the July 2014 Credit Agreement) under the terms of the Intercreditor Agreement, July 2014 Credit Agreement in an amount equal to 100% of the entire net cash proceeds thereof (net of reserves for any reasonably expected expenses) received by Borrower in connection with such issuance. Any remaining net cash proceeds from such issuance after deducting proceeds, if any, prepaying the outstanding principal amount of such “Obligations” under the July 2014 Credit Agreement shall be applied to prepay the Senior Indebtedness), or Obligations. The provisions of this Section 2.8(e) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the portion thereof equal to the outstanding balance terms of this Agreement. (f) Within 3 Business Days of the Term Loan plus accrued and unpaid interest and Maintenance Fee, and all date of incurrence by Xxxxxxxx of any Debt (other amounts then due and owing hereunder, shall be paid by Borrower to Lender to repay or reduce the Term Loan; provided, however, that in the event of a Threshold Financing in the form of Subordinated Debt, equity or equity securitiesthan Debt permitted under Section 6.1), Borrower shall be required to make prepay the payment set forth in this Section 2.5(D) only to outstanding principal amount of the extent and Obligations (as defined in the July 2014 Credit Agreement) under the July 2014 Credit Agreement in an amount that equal to 100% of the net cash proceeds (net of reserves for any reasonably expected expenses) received by Borrower in connection with such incurrence. Any remaining net cash proceeds from the incurrence of such Threshold Financing to Borrower exceeds Debt after prepaying the Threshold Amount. All payments hereunder outstanding principal amount of such “Obligations” under the July 2014 Credit Agreement shall be applied first, to accrued interest on prepay the Term Loan, second, Obligations. The provisions of this Section 2.8(f) shall not be deemed to be implied consent to any outstanding fees such incurrence otherwise prohibited by the terms of this Agreement. (including g) All prepayments of the Maintenance Fee)Loans made pursuant to this Section 2.8 shall (i) so long as no Application Event shall have occurred and be continuing, costs and/or expenses owing, due and payable to Lender, third be applied ratably to the outstanding principal balance amount of the Term Loans, until paid in full, (ii) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.3(a)(ii), and (iii) so long as an Event of Default has not occurred and is not continuing, to the extent that such prepayments are to be applied to the Advances pursuant to Section 2.8(g)(i) above, be applied, first, ratably to Advances that are Base Rate Loans, until paid in full, and, second, ratably to Advances that are LIBOR Rate Loans or SOFR Loans, until paid in full; provided, however that if Borrower provides Agent with prior written notice of Borrower’s election not to apply such proceeds to the principal amount of any such LIBOR Rate Loan or SOFR Loan prior to the last date of the Interest Period with respect to such LIBOR Rate Loans or SOFR Loan, and fourththe amount which would otherwise be applied against such LIBOR Rate Loans or SOFR Loans pursuant to this Section 2.8(g)(iii) shall instead be wired to the Collateral Account described by Borrower in such notice, pending its application by Agent pursuant to any other Obligations then owingthe provisions of Section 2.6(i).

Mandatory Repayment. In the event Borrower (i) procures financing from If the Company shall (x) be a party to any source, whether in the form Change of Indebtedness Control Transaction or equity or issues or sells any equity securities in excess of the Threshold Amount (a “Threshold Financing”), Fundamental Transaction or (iiy) makes an Asset Disposition (agree to sell or dispose of any of its assets in one or more transactions, other than sales of Inventory and dispositions of obsolete or excess Equipment in the ordinary course of businessbusiness consistent with past practice (whether or not such sale would constitute a Change of Control Transaction), then simultaneously with the execution of the term sheet, letter of intent, memorandum of understanding or other document outlining the terms of such Change of Control Transaction or Fundamental Transaction, the Company will be required to offer to repay the then outstanding aggregate principal amount of the Notes at 115% of the principal amount thereof. (ii) Simultaneously with the closing of the Public Offering, the Company shall offer to pay to the Holder as a repayment of the principal amount of this Note an amount equal to the greater of (x) 16% of the net proceeds from the Public Offering as shall be set forth in the Use of Proceeds section of the Prospectus used by the Company in connection with the Public Offering or (y) $480,000, plus all accrued and unpaid interest thereon to the date of such payment. (iii) undergoes a Change In connection with the Public Offering, if the underwriter(s) of Controlsuch Public Offering elects to exercise all or any portion of the option granted to it to cover over-allotments (the “Green Shoe Transaction”), then within one Business Day of the Company being notified that the underwriter(s) intend to proceed with the Green Shoe Transaction, the Company shall offer to pay to the extent not prohibited under the terms Holder as a repayment of the Intercreditor Agreementprincipal amount of this Note an amount equal to 40% of the gross proceeds from the Green Shoe Transaction, plus all accrued and unpaid interest thereon to the date of such payment. (iv) In connection with the sale by the Company of any equity or debt securities other than the Bridge Transaction or the Public Offering, then within one Business Day of the Company’s determination to proceed with such sale of securities, the Company shall offer to pay to the Holder as a repayment of the principal amount of this Note an amount equal to 24% of the gross proceeds thereof, plus all accrued and unpaid interest thereon to the date of such payment. (v) The Company shall offer to pay to the Holder as a prepayment of the principal amount of this Note plus all accrued and unpaid interest thereon to the date of such payment, an amount equal to the entire net proceeds thereof (after deducting proceeds, if any, applied to the Senior Indebtedness), or the portion thereof equal to the outstanding balance 8% of the Term Loan plus accrued and unpaid interest and Maintenance Feegross revenues received by it from each licensing agreement entered into by the Company, and all other amounts then due and owing hereunder, such offer to be made within three Business Days of the Company’s receipt of such revenues. All such payments shall be paid made by Borrower to Lender to repay or reduce the Term Loan; provided, however, that in Company within three Business Days of the event actual receipt thereof by the Company. (vi) The offers of a Threshold Financing in the form of Subordinated Debt, equity or equity securities, Borrower shall be required to make the payment repayment as set forth in this Section 2.5(DSections 2(f)(i) only thru 2(f)(v) shall be made in writing (a “Repayment Offer”). If the Holder has not advised the Company that it elects to receive the extent and repayment provided for in the amount that Repayment Offer within ten Business Days of the net proceeds giving of such Threshold Financing Repayment Offer, then the Holder shall no longer have any right to Borrower exceeds receive any prepayment from the Threshold Amounttransaction to which such Repayment Offer applied. All If the Holder should elect to receive any repayment pursuant to Sections 2(f)(i) thru 2(f)(iv) such payments hereunder shall be applied first, to accrued interest made on the Term Loan, second, to any outstanding fees later of (including the Maintenance Fee), costs and/or expenses owing, due and payable to Lender, third to the outstanding principal balance A) one Business Day of the Term Loan, and fourth, to any other Obligations then owingHolder’s election or (B) the closing of such transaction.