Mandatory Prepayments and Reductions. In addition to the principal payments required pursuant to Section 2.4.2 hereof, and without limiting the other provisions of the Loan Documents, Borrower shall make the following additional principal payments to be applied as mandatory prepayments: (a) Within 120 days after Borrower's receipt of the proceeds (net of any tax liability and net of reasonable expenses incurred in connection therewith) from the disposition of any assets sold other than in the ordinary course of business, Borrower shall make a principal payment in respect of the Term Loan (subject to Section 2.4.5(d) hereof) in the amount of such proceeds to the extent such proceeds have not been reinvested into replacement assets. (b) Within 120 days after Borrower's receipt of the proceeds (net of any tax liability and net of reasonable expenses incurred in connection therewith) from any insurance, condemnation award, litigation award or settlement or other compensation arising from any loss of or damage to, or any condemnation or other taking of, any property of Borrower, Borrower shall make a principal payment in respect of the Term Loan (subject to Section 2.4.5(d) hereof) in the amount of such proceeds to the extent such proceeds have not been used within 120 days to replace or repair the subject property lost, damaged or taken. (c) Upon Borrower's receipt of the proceeds from the issuance of any debt or from any equity offerings (whether private or public) or capital calls, Borrower shall make a principal payment in respect of the Term Loan (subject to Section 2.4.5(d) hereof) in an amount equal to One Hundred Percent (100%) of such proceeds. (d) All such mandatory prepayments shall be applied to reduce the outstanding balance under the Term Loan. After the Term Loan has been paid in full, then the amount of such mandatory prepayment, to the extent it exceeds the aggregate amount to be applied to the Term Loan, shall be applied to reduce the outstanding Line of Credit Advances and such amount such permanently reduce Bank's commitment under the Line of Credit. Partial prepayments of the Term Loan pursuant to this Section shall be applied against installments of principal in the inverse order of their maturity and shall not otherwise affect the next regularly scheduled principal payments due thereunder.
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Mandatory Prepayments and Reductions. In addition to the principal payments required pursuant to Section 2.4.2 hereof2.3(a), (b) and (c), and without limiting the other provisions of the Loan Documents, Borrower shall make the following additional principal payments to be applied as mandatory prepayments:
(ai) Upon Borrower's receipt of the proceeds from the issuance of any debt or from any equity offerings (whether private or public) which adds to Stockholder's equity as shown in the Financial Statements, Borrower shall make a principal payment in respect of the Term Loans in an amount equal to (A) One Hundred Percent (100%) of such debt proceeds, and (B) Fifty Percent (50%) of such equity proceeds.
(ii) Within 120 180 days after Borrower's or a Subsidiary's receipt of the proceeds (net of any tax liability and net of reasonable expenses incurred in connection therewith) in excess of One Million Dollars ($1,000,000) from the disposition of any assets sold other than in the ordinary course of business, Borrower shall make a principal payment in respect of the Term Loan (subject to Section 2.4.5(d) hereof) Loans in the amount of such proceeds to the extent such proceeds have not been reinvested into replacement assets.
(biii) Within 120 180 days after Borrower's or a Subsidiary's receipt of the proceeds (net of any tax liability and net of reasonable expenses incurred in connection therewith) in excess of One Million Dollars ($1,000,000) from any insurance, condemnation award, litigation award or settlement or other compensation arising from any loss of or damage to, or any condemnation or other taking of, any property of BorrowerBorrower or its Subsidiaries, Borrower shall make a principal payment in respect of the Term Loan (subject to Section 2.4.5(d) hereof) Loans in the amount of such proceeds to the extent such proceeds have not been used within 120 180 days to replace or repair the subject property lost, damaged or taken.
(c) Upon Borrower's receipt of the proceeds from the issuance of any debt or from any equity offerings (whether private or public) or capital calls, Borrower shall make a principal payment in respect of the Term Loan (subject to Section 2.4.5(d) hereof) in an amount equal to One Hundred Percent (100%) of such proceeds.
(d) . All such mandatory prepayments shall be applied ratably among the Lenders to reduce the outstanding balance under the Term LoanLoan Advances. After the Term Loan has Loans have been paid in full, then the amount of such mandatory prepayment, to the extent it exceeds the aggregate amount to be applied to the Term LoanLoans, shall be applied ratably among the Lenders to reduce the outstanding Line of Credit Advances under the Revolving Loans and such amount such ratably permanently reduce Bank's commitment under the Line of CreditRevolving Commitments. Partial prepayments of the Term Loan Loans pursuant to this Section shall be applied against installments of principal in the inverse order of their maturity and shall not otherwise affect the next regularly scheduled principal payments due thereunder.. ------------------------------------------------------------------------------- CREDIT AGREEMENT PAGE 17
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