If the Company or any of its Subsidiaries receives any Net Cash Proceeds from any Casualty Event or Disposition (other than # any Disposition of any property permitted by [Sections 7.05(a), (b), (c), (d), (e), (f), (g), (i) and (j) and (2)])])])])])])])])])] any Disposition or Casualty Event resulting in aggregate Net Cash Proceeds not exceeding $5,000,000 in the case of any single transaction or series of related transactions), the Company shall cause to be offered to be prepaid in accordance with clause (v) below, an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds within ten (10) Business Days of receipt thereof by such Person; provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this [Section 2.05(b)(i)], at the election of the Company (as notified by the Company to the Administrative Agent within ten (10) Business Days of receipt thereof), and so long as no Default shall have occurred and be continuing, the Company or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful in the business of the Company or its Subsidiaries within 12 months of receipt of such Net Cash Proceeds (it being understood that if any portion of such proceeds are not so used within such 12-month period but within such 12-month period are contractually committed to be used, then upon the termination of such contract or if such Net Cash Proceeds are not so used within 18 months of initial receipt, such remaining portion shall constitute Net Cash Proceeds as of the date of such termination or expiry and shall be immediately applied to the prepayment of the Term Loans as set forth in this [Section 2.05(b)(i)]); provided, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this [Section 2.05(b)(i)].
New Term Loan Facility. On the Effective Date, the Reorganized Debtors shall enter into the New Term Loan A Facility and the New Term Loan B Facility, on the terms set forth in the New Term Loan Agreement Documents. Upon entry of this Confirmation Order, the New Term Loan A Facility and the New Term Loan B Facility (including the transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred and fees paid by the Debtors or the Reorganized Debtors in connection therewith) shall be deemed approved, to the extent not approved by the Court previously, and the Reorganized Debtors are authorized to execute and deliver those documents necessary or appropriate to obtain the New Term Loan A Facility and the New Term Loan B Facility, including the New Term Loan Agreement Documents, without further notice to or order of the Court, act or action under applicable law, regulation, order, or rule or vote, consent, authorization, or approval of any Person, subject to such modifications acceptable to the Required Consenting Term Lenders and Required Consenting Revolving Lenders and reasonably acceptable to the Supporting Common Interest Holders as the Reorganized Debtors may deem to be necessary to consummate the New Term Loan A Facility and the New Term Loan B Facility. For the avoidance of doubt, all Term Lenders and all Revolving Lenders are deemed to have entered into the New Term Loan Agreement.
Delayed Draw Term Loan Conditions. With respect to any request for a Credit Extension under the Delayed Draw Term Loan Commitments (a “Proposed DDTL”), Administrative Agent shall have received a written certification from Borrower certifying that # the amount of the Proposed DDTL is equal to the amount of the Arroyo Earnout then owing under the Arroyo Acquisition Agreement, and # the proceeds of such Proposed DDTL will be used exclusively to pay the Arroyo Earnout.
Application of Term Loan Prepayments. Each prepayment of Loans pursuant to the foregoing subclauses [(i) and (ii) of this Section 2.05(b)] shall be applied to the remaining scheduled installments of principal thereof in direct order of maturity unless otherwise directed by the Borrower, and the Borrower may elect to apply such prepayments of Term Loans to one or more Class or Classes of Term Loans selected by the Borrower in its sole discretion (provided that such prepayments may not be directed to a later maturing Class without at least a pro rata repayment of any earlier maturing Classes). Subject to [Section 2.15], such prepayments shall be paid to the Term Lenders in accordance with their respective Applicable Percentages in respect of the Term Facilities.
Subject to the terms and conditions set forth herein and the Credit Agreement (as amended by this Amendment), each Tranche B-3 Term Lender severally agrees to make its portion of the Tranche B-3 Term Loan to the Borrower in Dollars in a single advance on the Effective Date (as hereinafter defined) in the amount as set forth on the Register (immediately after giving effect to this Amendment (including the Tranche B-3 Term Lenders who have notified the Administrative Agent of their intention to fund their portion of the Tranche B-3 Term Loan pursuant to the B-3 Conversion (as hereinafter defined)). Amounts repaid on the Tranche B-3 Term Loan may not be reborrowed. The Tranche B-3 Term Loan may consist of Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided in the Credit Agreement.
Tranche B-3 Term Loan. Beginning with the fiscal quarter ending June 30, 2018, the Borrower shall repay the outstanding principal amount of the Tranche B-3 Term Loan # in equal quarterly installments equal to 0.25% of the outstanding amount of the Tranche B-3 Term Loan as of the effective date of the Second Refinancing Facilities Amendment to this Agreement on the last Business Day of each March, June, September and December (as such installments may hereafter be adjusted as a result of prepayments made pursuant to [Section 2.05]), unless accelerated sooner pursuant to [Section 9.02] and # on the Maturity Date the outstanding principal amount of the Tranche B-3 Term Loan on such date.
The Lenders set forth on the Register (immediately prior to giving effect to this Amendment) that have notified the Administrative Agent of their intention to convert some or all of the portion the Tranche B-1 Term Loan into the Tranche B-3 Term Loan (each such Lender, a B-3 Converting Lender) are the lenders of record of the portion of the Tranche B-1 Term Loan as set forth on the Register opposite such Lenders name. Each such B-3 Converting Lender represents and warrants that it holds such portion of the Tranche B-1 Term Loan and has not assigned or participated such portion of the Tranche B-1 Term Loan to any other Person.
The unpaid principal amount of the Term Loans shall, subject to the following sentence and [Section 2.7(g)], bear interest at the applicable Interest Rate. If at any time such rate of interest would exceed the Maximum Rate but for the provisions thereof limiting interest to the Maximum Rate, then any subsequent reduction shall not reduce the rate of interest on the Term Loans below the Maximum Rate until the aggregate amount of interest accrued on the Term Loans equals the aggregate amount of interest which would have accrued on the Term Loans if the interest rate had not been limited by the Maximum Rate. All accrued but unpaid interest on the principal balance of the Term Loans shall be payable on each Payment Date and on the Maturity Date, provided that interest accruing at the Default Interest Rate pursuant to [Section 2.7(g)] shall be payable on demand.
Term of Agreement and Revolving Loan Repayment. This Agreement shall have a term commencing on the date this Agreement becomes effective, and ending on the Maturity Date. The outstanding Obligations (other than Bank Product Obligations which the applicable Bank Product Provider has agreed to continue) shall be Paid in Full on the Maturity Date without notice or demand and shall be repaid to Agent, for the account of Lenders, by a wire transfer of immediately available funds. Borrowers may terminate this Agreement prior to the Maturity Date by: # giving Agent and Lenders at least 15 Business Days prior notice of intention to terminate this Agreement; # making Payment in Full of all Obligations on or prior to the effective date of termination; and # subject to [Section 13.24(a)], paying to Agent, for the account of the Lenders, an early termination fee equal to one half of one percent (0.50%) of the Total Credit Facility in the event the effective date of termination occurs at any time prior to September 20, 2023 (it being understood and agreed that no early termination fee shall be due and payable in the event the effective date of termination occurs after September 20, 2023). Notwithstanding the foregoing, upon the occurrence of an Event of Default, Agent may (and shall, at the direction of Majority Lenders) immediately accelerate the Maturity Date and terminate further performance under this Agreement as set forth in [Section 10.2]; it being agreed that the prepayment penalties in the preceding sentence shall apply if the Agent accelerates the Maturity Date. For the avoidance of doubt, the amendment and restatement of the Original Loan Agreement shall not constitute a termination of the Original Loan Agreement for purposes of Section 3.1 thereof.
Section # [Reserved]. 6667
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.