Common use of Offering of Debt or Equity Clause in Contracts

Offering of Debt or Equity. Without limiting the obligation of the Borrower to obtain the consent of the Required Senior Lenders to any incurrence of Indebtedness or sale of securities not otherwise permitted hereunder, the Borrower agrees, on or prior to the closing of any sale of debt or equity securities (other than debt securities sold pursuant to the Note Purchase Agreement) by any Credit Party after the Effective Date, to deliver to the Administrative Agent a statement certified by a Financial Officer of the Borrower, in form and detail reasonably satisfactory to the Administrative Agent, of the estimated amount of the Net Cash Payments of such sale of securities that will (on the date of such sale of securities) be received by any Credit Party (or in the case of Holding Company Notes Refinancing Indebtedness, by the Holding Company) in cash and the Borrower will prepay the Loans hereunder (and provide cover for LC Exposure as specified in Section 2.4(i)), upon the date of such sale of securities, in an aggregate amount equal to (x) in the case of a sale of equity securities, 50% of the actual amount of the Net Cash Payments of such sale of equity securities received by any Credit Party in an aggregate amount in excess of $10,000,000 in any fiscal year, and (y) in the case of the incurrence of Indebtedness (other than Indebtedness incurred under Section 7.1(e)), 100% of the actual amount of the Net Cash Payments of such incurrence of Indebtedness received by any Credit Party (or in the case of Holding Company Notes Refinancing Indebtedness, by the Holding Company), in each case, such prepayment to be effected in each case in the manner and to the extent specified in Section 2.10(c); provided that, notwithstanding the foregoing (q) in the event any Credit Party receives Net Cash Payments from the incurrence of Holding Company Notes Borrower Refinancing Indebtedness, the amount of the Loans required to be prepaid pursuant to this Section 2.10(b)(ii) shall be equal to the Holding Company Notes Borrower Refinancing Payment and (r) in the event the Holding Company receives Net Cash Payments from the incurrence of Holding Company Notes Refinancing Indebtedness, the amount of the Loans required to be prepaid pursuant to this Section 2.10(b)(ii) shall be equal to the Holding Company Notes Refinancing Payment.

Offering of Debt or Equity. Without limiting the obligation of the Borrower to obtain the consent of the Required Senior Lenders to any incurrence of Indebtedness or sale of securities not otherwise permitted hereunder, the Borrower agrees, on or prior to the closing of any sale of debt or equity securities (other than debt securities sold incurred pursuant to the Note Purchase Credit Agreement) by any Credit Party after the Effective Date, to deliver to the Administrative Agent a statement certified by a Financial Officer of the Borrower, in form and detail reasonably satisfactory to the Administrative Agent, of the estimated amount of the Net Cash Payments of such sale of securities that will (on the date of such sale of securities) be received by any Credit Party (or in the case of Holding Company Notes Refinancing Indebtedness, by the Holding Company) in cash and the Borrower will prepay the Term B2 Loans hereunder (and provide cover for LC Exposure as specified in Section 2.4(i))hereunder, upon the date of such sale of securities, in an aggregate amount equal to (x) in the case of a sale of equity securities, 50% of the actual amount of the Net Cash Payments of such sale of equity securities received by any Credit Party in an aggregate amount in excess of $10,000,000 in any fiscal year, and (y) in the case of the incurrence of Indebtedness (other than Indebtedness incurred under Section 7.1(e)), 100% of the actual amount of the Net Cash Payments of such incurrence of Indebtedness received by any Credit Party (or in the case of Holding Company Notes Refinancing Indebtedness, by the Holding Company), in each case, such prepayment to be effected in each case in the manner and to the extent specified in Section 2.10(c); provided that, notwithstanding the foregoing foregoing, (q) in the event any Credit Party receives Net Cash Payments from the incurrence of Holding Company Notes Borrower Refinancing Indebtedness, the amount of the Term B2 Loans required to be prepaid pursuant to this Section 2.10(b)(ii) shall be equal to the Holding Company Notes Borrower Refinancing Payment and (r) in the event the Holding Company receives Net Cash Payments from the incurrence of Holding Company Notes Refinancing Indebtedness, the amount of the Term B2 Loans required to be prepaid pursuant to this Section 2.10(b)(ii) shall be equal to the Holding Company Notes Refinancing Payment.

Offering of Debt or Equity. Without limiting the obligation of the Borrower to obtain the consent of the Required Senior Lenders Purchasers to any incurrence of Indebtedness or sale of securities not otherwise permitted hereunder, the Borrower agrees, on or prior to the closing of any sale of debt or equity securities (other than debt securities sold pursuant to the Note Purchase Agreement) by any Credit Party after the Effective Date, to deliver to the Administrative Agent a statement certified by a Financial Officer of the Borrower, in form and detail reasonably satisfactory to the Administrative Agent, of the estimated amount of the Net Cash Payments of such sale of securities that will (on the date of such sale of securities) be received by any Credit Party (or in the case of Holding Company Notes Refinancing Indebtedness, by the Holding Company) in cash and the Borrower will prepay the Loans hereunder (and provide cover for LC Exposure as specified in Section 2.4(i))Notes hereunder, upon the date of such sale of securities, in an aggregate amount equal to (x) in the case of a sale of equity securities, 50% of the actual amount of the Net Cash Payments of such sale of equity securities received by any Credit Party in an aggregate amount in excess of $10,000,000 in any fiscal year, and (y) in the case of the incurrence of Indebtedness (other than Indebtedness incurred under Section 7.1(e7.1(f)), 100% of the actual amount of the Net Cash Payments of such incurrence of Indebtedness received by any Credit Party (or in the case of Holding Company Notes Refinancing Indebtedness, by the Holding Company)Party, in each case, such prepayment to be effected in each case in the manner and to the extent specified in Section 2.10(c2.4(c); provided that, notwithstanding the foregoing (q) in the event any Credit Party receives Net Cash Payments from the incurrence of Holding Company Notes Borrower Refinancing IndebtednessSenior Subordinated Notes, the amount of the Loans Notes required to be prepaid pursuant to this Section 2.10(b)(ii2.4(b)(ii) shall be equal to the Holding Company Notes Borrower Refinancing Payment and (r) in the event the Holding Company receives Net Cash Payments from the incurrence of Holding Company Notes Refinancing Indebtedness, the amount of the Loans Notes required to be prepaid pursuant to this Section 2.10(b)(ii2.4(b)(ii) shall be equal to the Holding Company Notes Refinancing Payment. Notwithstanding the foregoing to the contrary, upon the consummation of the Camping World Financing, the Borrower shall make a Senior Principal Refunding Payment (as defined in the First Lien Credit Agreement) on principal amount of the Notes hereunder in an aggregate amount not less than the greater of $18,500,000 or the Net Cash Payments of the Camping World Financing.