Common use of Certain Mandatory Prepayment Events Clause in Contracts

Certain Mandatory Prepayment Events. Borrowers shall be required to prepay the unpaid principal balance of the Revolving Loans on the date of each and every Prepayment Event (and on any date thereafter on which proceeds pertaining thereto are received by any Loan Party), in each case without any demand or notice from Lender or any other Person, all of which is hereby expressly waived by Borrowers, in the amount of 100% of the proceeds (net of documented reasonable out-of- pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates of any Loan Party) received by any Loan Party with respect to such Prepayment Event; provided, that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Default or Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $200,000 in the aggregate during any Fiscal Year and are actually applied within 180 days of such receipt to (x) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (y) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Loans pursuant to this Section 1.8(a) (pending such reinvestment such proceeds shall be delivered to Lender to hold in an escrow account). Each such prepayment shall be subject to the Early Payment/Termination Premium in the amount specified in the Fee Letter.

Certain Mandatory Prepayment Events. Borrowers Borrower shall be required to prepay the unpaid outstanding principal balance of the Revolving Loans on the date of each and every Prepayment Event (and on any date thereafter on which proceeds pertaining thereto are received by any Loan Party), in each case without any demand or notice from Lender or any other Person, all of which is hereby expressly waived by BorrowersBorrower, in the amount of 100% of the proceeds (net of documented reasonable out-of- of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates of any Loan Party) received by any Loan Party with respect to such Prepayment Event; provided, provided that with respect to a Prepayment Event of the type described in clause (bii) of the definition of Prepayment Event, so long as no Default or Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $200,000 25,000 in the aggregate during any Fiscal Year and are actually applied within 180 days of such receipt to (x) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (y) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Loans pursuant to this Section 1.8(a) (pending such reinvestment such proceeds shall be delivered to Lender to hold in an escrow account; provided to the extent such proceeds are not reinvested within such 180 day period, or any Default or Event of Default occurs during such period, Lender shall apply such proceeds as a prepayment of the Term Loan as provided in this Section 1.8(a)). Each such prepayment shall be subject to the Early Payment/Termination Premium in the amount specified in the Fee Letter.Schedule C.

Certain Mandatory Prepayment Events. In each case subject to the Intercreditor Agreement, Borrowers shall be required to prepay the unpaid principal balance of the Revolving Loans on within three (3) Business Days following the date of each and every Prepayment Event (and on within three (3) Business Days following any date thereafter on which proceeds pertaining thereto are received by any Loan Party), in each case without any demand or notice from Lender or any other Person, all of which is hereby expressly waived by Borrowers, in the amount of 100% of the cash proceeds (net of documented reasonable out-of- of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates of any Loan Party) received by any Loan Party with respect to such Prepayment Event; provided, that with respect to a Prepayment Event of the type described in clause clauses (a) or (b) of the definition of Prepayment Event, so long as no Default or Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $200,000 500,000 in the aggregate during any Fiscal Year and are actually applied within 180 days of such receipt to (x) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or functions, (y) repair, replace or reconstruct property and or and/or assets damaged by such Prepayment Event, or (z) purchase or construct other assets useful in the business of Parent and its Subsidiaries and not otherwise prohibited by the terms of this Agreement, such proceeds shall not be required to prepay the Loans pursuant to this Section 1.8(a) (pending such reinvestment such proceeds shall be delivered to Lender to hold held in an escrow account). Each such prepayment shall be subject a Blocked Account; provided to the Early Payment/Termination Premium in extent such proceeds are not reinvested within such 180 day period, or any Default or Event of Default occurs during such period, Lender shall apply such proceeds as a prepayment of the amount specified in the Fee LetterLoans).

Certain Mandatory Prepayment Events. Borrowers Borrower shall be required to prepay the unpaid outstanding principal balance of the Revolving Loans on within five (5) Business Days of the date of each and every Prepayment Event (and on within five (5) Business Days of any date thereafter on which proceeds pertaining thereto are received by any Loan PartyBorrower), in each case without any demand or notice from Lender or any other Person, all of which is hereby expressly waived by BorrowersBorrower, in the amount of 100% of the cash proceeds (net of documented reasonable out-of- of-pocket costs and expenses expenses, including Taxes and any reserves established in connection therewith, incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates of any Loan PartyBorrower) received by any Loan Party Borrower with respect to such Prepayment Event; provided, provided that with respect to a Prepayment Event of the type described in clause clauses (bi) and (ii) of the definition of Prepayment Event, so long as no Default or Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $200,000 250,000 in the aggregate during any Fiscal Year and are actually applied within 180 days of such receipt to (x) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (y) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Loans pursuant to this Section 1.8(a) (pending such reinvestment such proceeds shall be delivered to Lender to hold in an escrow account). Each segregated by Borrower for such prepayment shall be subject purpose; provided to the Early Payment/Termination Premium extent such proceeds are not reinvested within such 180 day period, or any Default or Event of Default occurs during such period, Lender shall apply such proceeds as a prepayment of the Revolving Loans as provided in the amount specified in the Fee Letterthis Section 1.8(a)).

Certain Mandatory Prepayment Events. Borrowers shall be required to prepay (i) the unpaid principal balance of the Term Loans, and after the Term Loans has been paid in full, Borrowers shall be required to prepay the unpaid outstanding principal balance of the Revolving Loans on the date of each and every Prepayment Event of the type described in clause (a), (b), (d) and (e) of the definition thereof (and on any date thereafter on which proceeds pertaining thereto are received by any Loan Party) and (ii) the outstanding principal balance of the Revolving Loans, and after the Revolving Loans have been paid in full, Borrowers shall be required to prepay the outstanding principal balance of the Revolving Loans on the date of each and every Prepayment Event of the type described in clause (c) of the definition thereof (and on any date thereafter on which proceeds pertaining thereto are received by any Loan Party), in each case without any demand or notice from Agent, any Lender or any other Person, all of which is hereby expressly waived by Borrowerseach Borrower, in the amount of 100% of the proceeds (net of documented reasonable out-of- of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates of any Loan Party) received by any Loan Party with respect to such Prepayment Event; provided, that with respect to a Prepayment Event of the type described in clause (a) or (b) of the definition of Prepayment Event, so long as no Default or Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $200,000 in the aggregate during any Fiscal Year and are actually applied within 180 days of such receipt or to (x) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (y) repair, replace or reconstruct property and or assets damaged by such Prepayment EventEvent or the applicable Loan Party enters into a binding commitment to do so within 180 days of such receipt and such proceeds are applied within 180 days following such initial 180 day period, such proceeds shall not be required to prepay the Loans pursuant to 314050368.12 this Section 1.8(a2.6(a) (pending such reinvestment such proceeds shall be delivered to Lender Agent to hold in an escrow account; provided, that to the extent such proceeds are not reinvested within the periods described in the foregoing proviso, or any Default or Event of Default occurs during such period, Agent shall apply such proceeds as a prepayment of the Term Loan as provided in this Section 2.6(a)). Each such prepayment shall be subject to the Early Payment/Termination Premium Fee in the amount specified in the Fee LetterSection 3.2(e).

Certain Mandatory Prepayment Events. Borrowers shall be required to prepay the unpaid principal balance of the Revolving Loans on within five (5) Business Days following the date of each and every Prepayment Event (and on within five (5) Business Days following any date thereafter on which proceeds pertaining thereto are received by any Loan Party), in each case without any demand or notice from Lender Agent or any other Person, all of which is hereby expressly waived by Borrowers, in the amount of 100% of the proceeds (net of documented reasonable out-of- of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates of any Loan Party) received by any Loan Party with respect to such Prepayment Event; provided, that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Default or Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $200,000 500,000 in the aggregate during any Fiscal Year and are actually applied within 180 days of such receipt to (x) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (y) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Loans pursuant to this Section 1.8(a) (pending such reinvestment such proceeds shall be delivered held in a Blocked Account; provided to Lender to hold the extent such proceeds are not reinvested within such 180 day period, or any Default or Event of Default occurs during such period, Agent shall apply such proceeds as a prepayment of the Loans as provided in an escrow accountthis Section 1.8(a)). Each such prepayment due to a Prepayment Event of the type described in clause (a) or (d) of the definition thereof shall be subject to the Early Payment/Termination Premium Premium, if applicable, in the amount specified in the Fee Letter.

Certain Mandatory Prepayment Events. Borrowers Borrower shall be required to prepay the unpaid outstanding principal balance of the Revolving Loans on the date of each and every Prepayment Event (and on any date thereafter on which proceeds pertaining thereto are received by any Loan Party), in each case without any demand or notice from Lender or any other Person, all of which is hereby expressly waived by BorrowersBorrower, in the amount of 100% of the proceeds (net of documented reasonable out-of- of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates of any Loan Party) received by any Loan Party with respect to such Prepayment Event; provided, provided that with respect to a Prepayment Event of the type described in clause (bii) of the definition of Prepayment Event, so long as no Default or Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $200,000 100,000 in the aggregate during any Fiscal Year and are actually applied within 180 days of such receipt to (x) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (y) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Loans pursuant to this Section 1.8(a) (pending such reinvestment such proceeds shall be delivered to Lender to hold in an escrow account; provided to the extent such proceeds are not reinvested within such 180 day period, or any Default or Event of Default occurs during such period, Lender shall apply such proceeds as a prepayment of the Revolving Loans as provided in this Section 1.8(a)). Each such prepayment shall be subject to the Early Payment/Termination Premium in the amount specified in the Fee Letter.Schedule C.

Certain Mandatory Prepayment Events. Borrowers shall be required to prepay the unpaid principal balance of the Revolving Loans on Term Loan within five (5) Business Days following the date of each and every Prepayment Event (and on within five (5) Business Days following any date thereafter on which proceeds pertaining thereto are received by any Loan Party), in each case without any demand or notice from Lender or any other Person, all of which is hereby expressly waived by Borrowers, in the amount of 100% of the proceeds (net of, taxes, in the case of an asset sale, Indebtedness which is required to be repaid in connection with such sale and documented reasonable out-of- of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates of any Loan Party) received by any Loan Party with respect to such Prepayment Event; provided, that so long as no Event of Default has occurred and is continuing, Borrowers shall not be required to prepay an amount greater than the amount that would cause the unpaid principal balance of the Revolving Loans to be less than the Minimum Loan Amount; and provided further, that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Default or Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $200,000 500,000 in the aggregate during any Fiscal Year and are actually applied within 180 days of such receipt to (x) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (y) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Loans pursuant to this Section 1.8(a) (pending such reinvestment such proceeds shall be delivered held in a Blocked Account; provided to the extent such proceeds are not reinvested within such 180 day period, or any Default or Event of Default occurs during such period, Lender to hold shall apply such proceeds as a prepayment of the Term Loan as provided in an escrow accountthis Section 1.8(a)). Each such prepayment shall be subject to the Early Payment/Termination Premium Premium, if applicable, in the amount specified in the Fee Letter.

Certain Mandatory Prepayment Events. Borrowers shall be required to prepay the unpaid principal balance of the Term Loan, and after the Term Loan has been paid in full, Borrowers shall be required to prepay the outstanding principal balance of the Revolving Loans on within three (3) Business Days after the date of each and every Prepayment Event (and on within three (3) Business Days after any date thereafter on which proceeds pertaining thereto are received by any Loan Party), in each case without any demand or notice from Agent, any Lender or any other Person, all of which is hereby expressly waived by Borrowerseach Borrower, in the amount of 100% of the proceeds (net of (w) documented reasonable out-of- of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates of any Loan Party, (x) transfer and similar taxes, (y) reserves and escrows for indemnities, until such reserves are no longer needed and (z) amounts applied to the repayment of Indebtedness secured by Permitted Liens on assets disposed of in connection with the Prepayment Event) received by any Loan Party with respect to such Prepayment Event; provided, that with respect to a Prepayment Event of the type described in clause (bii) of the definition of Prepayment Event, so long as no Default or Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $200,000 150,000 in the aggregate during any Fiscal Year and are actually applied within 180 days of such receipt to (x) repair, replace or reconstruct the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (y) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Loans pursuant to this Section 1.8(a2.6(a) (pending such reinvestment such proceeds shall be delivered to Lender Agent to hold in an escrow account). Each such prepayment shall be subject ; provided, that to the Early Payment/Termination Premium extent such proceeds are not reinvested within such 180-day period, or any Default or Event of Default occurs during such period, Agent shall apply such proceeds as a prepayment of the Term Loan as provided in the amount specified in the Fee Letterthis Section 2.6(a)).