Mandatory Prepayments and Offers to Prepay Sample Clauses

The "Mandatory Prepayments and Offers to Prepay" clause requires a borrower to repay all or part of a loan ahead of schedule under certain specified circumstances, such as receiving excess cash flow, proceeds from asset sales, or insurance recoveries. Typically, this clause outlines the events that trigger mandatory prepayment, the calculation of the amount to be prepaid, and the process for notifying lenders and making the payments. Its core function is to protect lenders by ensuring that unexpected inflows of funds are used to reduce outstanding debt, thereby reducing credit risk and improving the lender’s security.
Mandatory Prepayments and Offers to Prepay. The Borrower shall make the following mandatory prepayments and offers to prepay: (i) Commencing with the fiscal year ending December 31, 2020, within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related officer’s certificate has been delivered pursuant to Section 6.02 for such fiscal year, the Borrower shall make an offer to the Lenders to prepay an aggregate principal amount of Committed Loans on a pro rata basis in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) any voluntary prepayments of Committed Loans (or any Permitted Refinancing Indebtedness thereof) during such fiscal year or during the period between the end of such fiscal year and the date by which any such prepayment is due (without duplication of any such credit in any prior or subsequent fiscal year) pursuant to Section 2.04(a) to the extent such prepayments are not funded with the proceeds of long-term Indebtedness; provided that (x) the ECF Percentage shall be 25% if the Leverage Ratio determined as of the last day of the fiscal year covered by such financial statements is less than 2.00 to 1.00 and greater than or equal to 1.50 to 1.00 and (y) the ECF Percentage shall be 0% if the Leverage Ratio determined as of the last day of the fiscal year covered by such financial statements is less than 1.50 to 1.00. (ii) No later than the fifth Business Day following the date of receipt by the Borrower, any Restricted Subsidiary or any Non-Recourse Pledgors of any Net Available Cash from any Disposition permitted pursuant to Section 7.06(d) other than a Disposition of ABL Priority Collateral, the proceeds of which shall be applied in accordance with the ABL Credit Agreement, the Borrower shall make an offer to the Lenders to prepay an aggregate principal amount of the Committed Loans on a pro rata basis in an amount equal to 100% of such Net Available Cash in accordance with Section 2.11 (without duplication of amounts required to be prepaid under Section 2.04(b)(v)). (iii) No later than the fifth Business Day following the date of receipt by the Borrower or any Restricted Subsidiary of any Net Recovery Proceeds exceeding $10,000,000 other than any such Net Recovery Proceeds attributable to a Recovery Event with respect to ABL Priority Collateral, the proceeds of which shall be applied...
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Mandatory Prepayments and Offers to Prepay. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending March 31, 2009 minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 5.50:1.00 and greater than 4.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.50:1.00. (ii) (A) Subject to Section 2.06(b)(ii)(B), if (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (m), (o) or (q)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall make an Offer to Prepay, in accordance with Section 2.06(b)(ii)(C), an aggregate principal amount of Term Loans equal to 100% (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such Offer to Prepay shall be required pursuant to this Section 2.06(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.06(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing).
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Mandatory Prepayments and Offers to Prepay. (i) [Reserved]. (ii) (A) Subject to Sections 2.06(b)(ii)(B) and 2.06(d), if (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (m), (o) or (q)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall make an Offer to Prepay, in accordance with Section 2.06(b)(ii)(C), an aggregate principal amount of Loans equal to 100% (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such Offer to Prepay shall be required pursuant to this Section 2.06(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.06(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing).
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Mandatory Prepayments and Offers to Prepay 
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Related to Mandatory Prepayments and Offers to Prepay

  • Mandatory Prepayments Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2) a new Section 2.20(d) shall be added as follows:

  • Mandatory Prepayment Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement.