Common use of Additional Mandatory Prepayments Clause in Contracts

Additional Mandatory Prepayments. In addition to any other mandatory prepayments required pursuant to this Section 5.7, the applicable Borrower or the Company shall make mandatory prepayments of principal as follows: (i) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from any sale of assets authorized under clauses (iv) and (vi) of Section 8.2.7 [Disposition of Assets or Subsidiaries], within thirty (30) Business Days of receipt of Net Cash Proceeds from such sale or the aggregate Net Cash Proceeds of all such sales in any fiscal year exceeding Ten Million and 00/100 Dollars ($10,000,000.00), the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds of such sale(s) together with accrued interest on such principal amount; provided, however, Borrower shall not have to make such mandatory prepayment if such Net Cash Proceeds result from the sale of any Foreign Subsidiary or substantially all of the assets of any Foreign Subsidiary. The foregoing shall not be deemed to be implied consent to any such sale of assets otherwise prohibited by the terms and conditions hereof; (ii) If the Borrower or any of its Subsidiaries receives proceeds from any issuance of equity securities of the Loan Parties, within five (5) Business Days of receipt of Net Cash Proceeds from such equity issuance, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 50% of the Net Cash Proceeds of such equity issuance together with accrued interest on such principal amount; and (iii) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from a Recovery Event, within thirty (30) Business Days after receipt of such Net Cash Proceeds exceeding Ten Million and 00/100 Dollars ($10,000,000.00) in any fiscal year, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds exceeding $10,000,000 together with accrued interest on such principal amount.

Additional Mandatory Prepayments. In addition to any other mandatory prepayments required pursuant to this Section 5.7, the applicable Borrower or the Company shall make mandatory prepayments of principal as follows: (i) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from any sale of assets authorized under clauses (iv) and (vi) of Section 8.2.7 [Disposition of Assets or Subsidiaries], within thirty (30) Business Days of receipt of Net Cash Proceeds from such sale or the aggregate Net Cash Proceeds of all such sales in any fiscal year exceeding Ten Five Million and 00/100 Dollars ($10,000,000.005,000,000.00), the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds of such sale(s) together with accrued interest on such principal amount; provided, however, Borrower shall not have to make such mandatory prepayment if such Net Cash Proceeds result from the sale of any Foreign Subsidiary or substantially all of the assets of any Foreign Subsidiary. The foregoing shall not be deemed to be implied consent to any such sale of assets otherwise prohibited by the terms and conditions hereof; (ii) If the Borrower or any of its Subsidiaries receives proceeds from any issuance of equity securities of the Loan Parties, within five (5) Business Days of receipt of Net Cash Proceeds from such equity issuance, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 50% of the Net Cash Proceeds of such equity issuance together with accrued interest on such principal amount; and (iii) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from a Recovery Event, within thirty (30) Business Days after receipt of such Net Cash Proceeds exceeding Ten Million and 00/100 Dollars ($10,000,000.00) 5,000,000 in any fiscal year, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds exceeding $10,000,000 5,000,000 together with accrued interest on such principal amount.

Additional Mandatory Prepayments. In addition to any other mandatory prepayments required pursuant to this Section 5.7, the applicable Borrower or the Company shall make mandatory prepayments of principal as follows: (i) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from any sale of assets authorized under clauses (iv) and (vi) of Section 8.2.7 [Disposition of Assets or Subsidiaries], within thirty (30) Business Days of receipt of Net Cash Proceeds from such sale or the aggregate Net Cash Proceeds of all such sales in any fiscal year exceeding Ten Five Million and 00/100 Dollars ($10,000,000.005,000,000.00), the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds of such sale(s) together with accrued interest on such principal amount; provided, however, Borrower shall not have to make such mandatory prepayment if such Net Cash Proceeds result from the sale of any Foreign Subsidiary or substantially all of the assets of any Foreign Subsidiary. The foregoing shall not be deemed to be implied consent to any such sale of assets otherwise prohibited by the terms and conditions hereof; (ii) If the Borrower or any of its Subsidiaries receives proceeds from any issuance of equity securities of the Loan Parties, within five (5) Business Days of receipt of Net Cash Proceeds from such equity issuance, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 50% of the Net Cash Proceeds of such equity issuance together with accrued interest on such principal amount; and (iii) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from a Recovery Event, within thirty (30) Business Days after receipt of such Net Cash Proceeds exceeding Ten Million and 00/100 Dollars ($10,000,000.00) 5,000,000 in any fiscal year, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds exceeding $10,000,000 5,000,000 together with accrued interest on such principal amount. All payments set forth in clauses (i) through (iii) above will be first applied to reduce the Term Loan in inverse order of scheduled maturities to the remaining principal payments without premium or penalty (subject to payment of breakage costs in the case of a prepayment of any Term Loan subject to a Euro-Rate Option other than on the last day of the relevant Interest Period for such Term Loan, or any other provisions contained in this Agreement) and then to the outstanding Revolving Credit Loans, if any. Mandatory prepayments of the Term Loan hereunder may not be reborrowed.

Additional Mandatory Prepayments. In addition to any other mandatory prepayments required pursuant to this Section 5.7, the applicable Borrower or the Company shall make mandatory prepayments of principal as follows: (i) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from any sale of assets authorized under clauses (iv) and (vi) of Section 8.2.7 [Disposition of Assets or Subsidiaries], within thirty (30) Business Days of receipt of Net Cash Proceeds from such sale or the aggregate Net Cash Proceeds of all such sales in any fiscal year exceeding Ten Five Million and 00/100 Dollars ($10,000,000.005,000,000.00), the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds of such sale(s) together with accrued interest on such principal amount; provided, however, Borrower shall not have to make such mandatory prepayment if such Net Cash Proceeds result from the sale of any Foreign Subsidiary or substantially all of the assets of any Foreign Subsidiary. The foregoing shall not be deemed to be implied consent to any such sale of assets otherwise prohibited by the terms and conditions hereof; (ii) If the Borrower or any of its Subsidiaries receives proceeds from any issuance of equity securities of the Loan Parties, within five (5) Business Days of receipt of Net Cash Proceeds from such equity issuance, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 50% of the Net Cash Proceeds of such equity issuance together with accrued interest on such principal amount; and; (iii) If the Borrower or any of its Subsidiaries receives Net Cash Proceeds from a Recovery Event, within thirty (30) Business Days after receipt of such Net Cash Proceeds exceeding Ten Million and 00/100 Dollars ($10,000,000.00) 5,000,000 in any fiscal year, the Borrowers shall make a mandatory prepayment of principal on the Loans to be applied in accordance with Section 5.7.2 [Application Among Interest Rate Options] equal to 100% of such Net Cash Proceeds exceeding $10,000,000 5,000,000 together with accrued interest on such principal amount; and (iv) commencing with the fiscal year ending December 31, 2017 and each fiscal year of the Company ending thereafter, if any portion of the Term Loan is outstanding, the Term Loan shall be prepaid in an amount equal to seventy-five percent (75%) of Excess Cash Flow of the Company and its Subsidiaries within five (5) Business Days of delivery of the Company’s annual financial statements for each such fiscal year, but in any event no later than ninety (90) days after the end of each fiscal year; provided that if at the end of any such fiscal year (commencing with the fiscal year ending December 31, 2017), the Gross Leverage Ratio is less than 4.00 to 1.00, the amount required to be prepaid by the Loan Parties for such fiscal year pursuant to this clause (iv) shall be reduced to an amount equal to fifty percent (50%) of Excess Cash Flow of the Company and its Subsidiaries. All payments set forth in clauses (i) through (iii) above will be first applied to reduce the Term Loan in inverse order of scheduled maturities to the remaining principal payments without premium or penalty (subject to payment of breakage costs in the case of a prepayment of any Term Loan subject to a Euro-Rate Option other than on the last day of the relevant Interest Period for such Term Loan, or any other provisions contained in this Agreement) and then to the outstanding Revolving Credit Loans, if any. Mandatory prepayments of the Term Loan hereunder may not be reborrowed. 29. Section 6.1.18 of the Credit Agreement is hereby amended and restated in its entirety as follows: