Common use of Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations Clause in Contracts

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(e), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s Certificate, Company shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitment Amount shall be permanently reduced) in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans and/or reduction cash collateralization of the Revolving Loan Commitment Amount outstanding Letters of Credit pursuant to subsections 2.4B(iii)(a)-(e2.4B(iii)(a)-(c), Company Borrower shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount (the “Net Proceeds Amount”) of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Net Debt Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company shall If Borrower subsequently determine determines that the actual amount Net Proceeds Amount was greater than the amount set forth in such Officer’s Certificate, Company Borrower shall promptly make an additional prepayment of the Loans (and/or, if applicable, cash collateralize the Revolving Loan Commitment Amount shall be permanently reducedoutstanding Letters of Credit) in an amount equal to the amount of such excess, and Company Borrower shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount Net Proceeds Amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(e2.4A(iii)(a)-(c), Company shall deliver to EXECUTION VERSION Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, or Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s Certificate, Company shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitment Amount shall be permanently reduced) in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(e2.4B(iii)(a)-(d), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s Certificate, Company shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitment Amount shall be permanently reduced) in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(e2.4A(iii)(a)-(c), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, or Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s Certificate, Company shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitment Amount shall be permanently reduced) in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(e2.4B(iii)(a)-(d), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company shall subsequently determine that the actual amount received was greater than the amount set forth in such Officer’s Certificate, Company shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitment Amount shall be permanently reduced) in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(e2.4B(iii)(a)-(f), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, or working capital adjustment, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s Certificate, Company shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitment Amount shall be permanently reduced) in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(e2.4B(iii)(a)-(f), Company shall deliver to Administrative Agent an Officer’s Officers’ Certificate demonstrating the calculation of the amount (the “Net Proceeds Amount”) of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Securities Pension Proceeds, Net Indebtedness Proceeds or Net Equity Proceeds (as such terms are defined in subsections 2.4B(iii)(a), (b), (c), (d) and (e), respectively) or the applicable Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company shall subsequently determine that the actual amount Net Proceeds Amount was greater than the amount set forth in such Officer’s Officers’ Certificate, Company shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitment Amount Commitments shall be permanently reduced) in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s Officers’ Certificate demonstrating the derivation of the additional amount Net Proceeds Amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(e), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company shall subsequently determine that the actual amount received was greater than the amount set forth in such Officer’s Certificate, Company shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitment Amount shall be permanently reduced) in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(e2.4B(iii)(a)-(g), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s Certificate, Company shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitment Amount shall be permanently reduced) in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(e), Company Borrower shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company Borrower shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s Certificate, Company Borrower shall promptly immediately make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitment Amount Commitments shall be permanently reduced) in an amount equal to the amount of such excess, and Company Borrower shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans and/or if applicable the reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(e2.4B(i)-(iii), Company Borrowers shall deliver to Administrative Agent Lender an Officer’s Officers' Certificate demonstrating the calculation of the amount (the "Net Proceeds Amount") of the applicable Net Asset Sale ProceedsProceeds or Loss Proceeds or Liquidated Damages, Net Insurance/Condemnation Proceeds, Net Securities ProceedsProceeds (as such terms are defined in subsections 2.4B(iii)), or Consolidated Excess Cash Flowthe amount of the subsidiary distribution or other amounts, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company Borrowers shall subsequently determine that the actual amount Net Proceeds Amount was greater than the amount set forth in such Officer’s Officers' Certificate, Company Borrowers shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitment Amount shall be permanently reduced) in an amount equal to the amount of such excess, and Company Borrowers shall concurrently therewith deliver to Administrative Agent Lender an Officer’s Officers' Certificate demonstrating the derivation of the additional amount Net Proceeds Amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(e2.4B(iii)(a)-(c), Company Borrower shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount (the "Net Proceeds Amount") of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Net Debt Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company shall If Borrower subsequently determine determines that the actual amount Net Proceeds Amount was greater than the amount set forth in such Officer’s Certificate, Company Borrower shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitment Amount Commitments shall be permanently reduced) in an amount equal to the amount of such excess, and Company Borrower shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount Net Proceeds Amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(e2.4B(iii)(a) and (b), Company Borrower shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Proceeds or Net Insurance/Condemnation Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reductionreduction and any related reduction in any Intercompany Loans and/or Intercompany Notes and/or Foreign Borrowing Sublimits. In the event that Company Borrower shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s Certificate, Company Borrower shall promptly make an additional prepayment of the Loans (and/orLoans, if and, to the extent applicable, Foreign Loan Parties shall prepay the Revolving Intercompany Loans and the Foreign Borrowing Sublimit applicable to such Foreign Loan Commitment Amount Party shall be permanently reduced) , in an amount equal to the amount of such excess, and Company Borrower shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess.. (e)

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans Loans, and collateralization of Bankers’ Acceptances, and/or reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(e2.4A(iii)(a)-(d), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Proceeds or Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment prepayment, collateralization and/or reduction. In the event that Company shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s Certificate, Company shall promptly make an additional prepayment of the Loans (and/orLoans, if applicableor collateralization of Bankers’ Acceptances, the Revolving Loan Commitment Amount shall be permanently reduced) in an amount equal to the amount of such excess, and shall reduce the Revolving Loan Commitments accordingly, all as provided in subsection 2.4A(iv) and subsection 2.4F, as applicable, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans Loans, and collateralization of Bankers’ Acceptances, and/or reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(e2.4A(iii)(a)-(e), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Proceeds or Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment prepayment, collateralization and/or reduction. In the event that Company shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s Certificate, Company shall promptly make an additional prepayment of the Loans (and/orLoans, if applicableor collateralization of Bankers’ Acceptances, the Revolving Loan Commitment Amount shall be permanently reduced) in an amount equal to the amount of such excess, and shall reduce the Revolving Loan Commitments accordingly, all as provided in subsection 2.4A(iv) and subsection 2.4F, as applicable, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(e2.4B(iii)(a)-(f), Company Borrower shall deliver to Administrative Agent an Officer’s Officers’ Certificate demonstrating the calculation of the amount (the “Net Proceeds Amount”) of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Pension Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company shall If Borrower subsequently determine determines that the actual amount Net Proceeds Amount was greater than the amount set forth in such Officer’s CertificateOfficers’ Certificate (including if any actual taxes to be paid as a result of an Asset Sale is less than the estimated taxes to be paid as a result of such Asset Sale), Company Borrower shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitment Amount Commitments shall be permanently reduced) in an amount equal to the amount of such excess, and Company Borrower shall concurrently therewith deliver to Administrative Agent an Officer’s Officers’ Certificate demonstrating the derivation of the additional amount Net Proceeds Amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(e2.4B(iii)(a)-(c), Company Borrower shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount (the “Net Proceeds Amount”) of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Net Debt Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company shall If Borrower subsequently determine determines that the actual amount Net Proceeds Amount was greater than the amount set forth in such Officer’s CertificateCertificate (including if any actual taxes to be paid as a result of an Asset Sale are less than the estimated taxes to be paid as a result of such Asset Sale), Company Borrower shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitment Amount Commitments shall be permanently reduced) in an amount equal to the amount of such excess, and Company Borrower shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount Net Proceeds Amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(e2.4B(iii)(a)-(d), Company Parent shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Proceeds or Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company Parent shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s Certificate, Company Borrowers shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitment Amount shall be permanently reduced) in an amount equal to the amount of such excess, and Company Parent shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess. Nothing in subsections 2.4B(iii)(a)-(d) shall be construed to permit any transaction that is otherwise prohibited under this Agreement, nor shall acceptance of any prepayment under any of such subsections be deemed to constitute Administrative Agent’s or any Lender’s consent to any transaction that is otherwise prohibited under this Agreement.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount Commitments pursuant to subsections 2.4B(iii)(a)-(e2.4B(iii)(a) and (b), Company Borrower shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Proceeds or Net Insurance/Condemnation Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reductionreduction and any related reduction in any Intercompany Loans and/or Intercompany Notes and/or Foreign Borrowing Sublimits. In the event that Company Borrower shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s Certificate, Company Borrower shall promptly make an additional prepayment of the Loans (and/orLoans, if and, to the extent applicable, Foreign Loan Parties shall prepay the Revolving Intercompany Loans and the Foreign Borrowing Sublimit applicable to such Foreign Loan Commitment Amount Party shall be permanently reduced) , in an amount equal to the amount of such excess, and Company Borrower shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess.