Common use of Debt and Equity Issuances Clause in Contracts

Debt and Equity Issuances. (A) Except as otherwise provided with respect to Second Lien Note Proceeds in clause (B) below, upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than permitted Acquisition Debt and other Indebtedness expressly permitted to be incurred or issued pursuant to Sections 7.02(a) through (i) and Sections 7.02(k) and (l)), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary; provided, however, that with respect to Indebtedness incurred in accordance with Section 7.02, if the Consolidated Leverage Ratio (calculated on a Pro Forma Basis based on the most recently delivered Compliance Certificate and financial statements delivered pursuant to Section 6.01(a) or (b)) is less than or equal to 3.50 to 1.0, no prepayment under this Section 2.05(b)(v)(A) shall be required. (B) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness under the Second Lien Notes Documents at any time after the Amendment and Restatement Effective Date (other than Acquisition Debt permitted under Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Second Lien Note Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary; provided, however, that if the Consolidated Leverage Ratio (calculated on a Pro Forma Basis based on the most recently delivered Compliance Certificate and financial statements delivered pursuant to Section 6.01(a) or (b)) is less than or equal to 3.50 to 1.0, no prepayment under this Section 2.05(b)(v)(B) shall be required. (C) Upon the issuance by any Loan Party or any of its Subsidiaries of any Equity Interests (other than any Equity Interests issued to any Loan Party or any of its Subsidiaries) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of such Net Cash Proceeds within two (2) Business Days of receipt thereof by such Person; provided, however, that, with respect to any Net Cash Proceeds realized in connection with an issuance of Equity Interests described in this Section 2.05(b)(v)(C), at the election of the Borrower (as notified by the Borrower to the Administrative Agent no more than two (2) Business Days after the date of such issuance), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may utilize all or any portion of such Net Cash Proceeds to make one or more Acquisitions permitted under Section 7.03(h) (including, without limitation, by contributing such Net Cash Proceeds to one or more of its Subsidiaries so that such Subsidiaries may make such Acquisitions) so long as within 90 days after the receipt of such Net Cash Proceeds, such Acquisitions shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that (x) immediately upon the occurrence of an Event of Default under any of Sections 8.01(a), (e), (f) or (g), (y) no more than ten (10) Business Days after the occurrence of any Event of Default not otherwise described in the foregoing clause (x) (unless such Event of Default has been waived in accordance with Section 11.01), or (z) immediately upon the lapse of such 90-day period, as the case may be, 50% of all such Net Cash Proceeds that have not then been applied to make such Acquisition or Acquisitions shall be applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v)(C).

Debt and Equity Issuances. (A) Except as otherwise provided with respect to Second Lien Note Proceeds in clause (B) below, upon Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness not for borrowed money expressly permitted Acquisition Debt to be incurred or issued pursuant to Section 7.02 and other than Indebtedness expressly permitted to be incurred or issued pursuant to Sections 7.02(a) through 7.02(b), (i) and Sections 7.02(k) d), (h), and (lj)(iii)), the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (1) 100% of all Net Cash Proceeds received therefrom less (2) any prepayment actually made pursuant to Section 2.05(b)(v)(A) of the Senior Credit Agreement, immediately upon receipt thereof by such Loan Party or such Subsidiary; provided, however, that with respect to Indebtedness incurred in accordance with Section 7.02, if the Consolidated Leverage Ratio (calculated on a Pro Forma Basis based on the most recently delivered Compliance Certificate and financial statements delivered pursuant to Section 6.01(a) or (b)) is less than or equal to 3.50 to 1.0, no prepayment under this Section 2.05(b)(v)(A) shall be required. (B) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness under the Second Lien Notes Documents at any time after the Amendment and Restatement Effective Date (other than Acquisition Debt permitted under Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Second Lien Note Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary; provided, however, that if the Consolidated Leverage Ratio (calculated on a Pro Forma Basis based on the most recently delivered Compliance Certificate and financial statements delivered pursuant to Section 6.01(a) or (b)) is less than or equal to 3.50 to 1.0, no prepayment under this Section 2.05(b)(v)(B) shall be required. (C) Upon the issuance by any Loan Party or any of its Subsidiaries of any Equity Interests (other than any Equity Interests issued to any Loan Party or any of its Subsidiaries) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 50the excess (if any) of (1) 100% of such Net Cash Proceeds less (2) any prepayment actually made pursuant to Section 2.05(b)(v)(C) of the Senior Credit Agreement, within two (2) Business Days of receipt thereof by such Person; provided, however, that, after a Successful Syndication, with respect to any Net Cash Proceeds realized in connection with an issuance of Equity Interests described in this Section 2.05(b)(v)(C2.03(b)(iv)(B), at the election of the Borrower (as notified by the Borrower to the Administrative Agent no more than two (2) Business Days after the date of such issuance), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may utilize all or any portion of such Net Cash Proceeds to make one or more Acquisitions permitted under Section 7.03(h) (including, without limitation, by contributing such Net Cash Proceeds to one or more of its Subsidiaries so that such Subsidiaries may make such Acquisitions) so long as within 90 days after the receipt of such Net Cash Proceeds, such Acquisitions shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that (x) immediately upon the occurrence of an Event of Default under any of Sections 8.01(a), (e), (f) or (g), (y) no more than ten (10) Business Days after the occurrence of any Event of Default not otherwise described in the foregoing clause (x) (unless such Event of Default has been waived in accordance with Section 11.01), or (z) immediately upon the lapse of such 90-day period, as the case may be, 50the excess (if any) of (1) 100% of all such Net Cash Proceeds that have not then been applied to make such Acquisition or Acquisitions less (2) any prepayment actually made pursuant to Section 2.05(b)(v)(C) of the Senior Credit Agreement, shall be applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v)(C2.03(b)(iv)(B).

Debt and Equity Issuances. (A) Except as otherwise provided with respect to Second Lien Note Proceeds in clause (B) below, upon Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than permitted Acquisition Debt and other Indebtedness expressly permitted to be incurred or issued pursuant to Sections 7.02(a) through (i) and Sections 7.02(k) and (l)), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary; provided, however, that with respect to Indebtedness incurred in accordance with Section 7.02, if the Consolidated Leverage Ratio (calculated on a Pro Forma Basis based on the most recently delivered Compliance Certificate and financial statements delivered pursuant to Section 6.01(a) or (b)) is less than or equal to 3.50 to 1.0, no prepayment under this Section 2.05(b)(v)(A) shall be required. (B) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness under the Second Lien Notes Documents at any time after the Amendment and Restatement Effective Date (other than Acquisition Debt permitted under Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Second Lien Note Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary; provided, however, that if the Consolidated Leverage Ratio (calculated on a Pro Forma Basis based on the most recently delivered Compliance Certificate and financial statements delivered pursuant to Section 6.01(a) or (b)) is less than or equal to 3.50 to 1.0, no prepayment under this Section 2.05(b)(v)(B) shall be required. (C) Upon the issuance by any Loan Party or any of its Subsidiaries of any Equity Interests (other than any Equity Interests issued to any Loan Party or any of its Subsidiaries) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of such Net Cash Proceeds within two (2) Business Days of receipt thereof by such Person; provided, however, that, with respect to any Net Cash Proceeds realized in connection with an issuance of Equity Interests described in this Section 2.05(b)(v)(C2.05(b)(v)(B), at the election of the Borrower (as notified by the Borrower to the Administrative Agent no more than two (2) Business Days after the date of such issuance), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may utilize all or any portion of such Net Cash Proceeds to make one or more Acquisitions permitted under Section 7.03(h) (including, without limitation, by contributing such Net Cash Proceeds to one or more of its Subsidiaries so that such Subsidiaries may make such Acquisitions) so long as within 90 days after the receipt of such Net Cash Proceeds, such Acquisitions shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that (x) immediately upon the occurrence of an Event of Default under any of Sections 8.01(a), (e), (f) or (g), (y) no more than ten (10) Business Days after the occurrence of any Event of Default not otherwise described in the foregoing clause (x) (unless such Event of Default has been waived in accordance with Section 11.01), or (z) immediately upon the lapse of such 90-day period, as the case may be, 50100% of all any such Net Cash Proceeds that have not then been applied to make such Acquisition or Acquisitions shall be applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v)(C2.05(b)(v)(B). (u) Section 2.09(a) of the Existing Credit Agreement is amended by deleting the phrase “for the account of each Revolving Credit Lender” in its entirety and substituting therefor the new phrase “for the account of each Revolving Credit Lender (except as set forth in Section 11.23(b))”. (v) The first sentence of Section 2.10 of the Existing Credit Agreement is amended by deleting the phrase “when the Base Rate is determined by Bank of America’s ‘prime rate’” in its entirety. (w) Section 2.14 of the Existing Credit Agreement is amended by adding the following new subsection (j) at the end thereof:

Debt and Equity Issuances. (A) Except as otherwise provided with respect to Second Lien Note Proceeds in clause (B) below, upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than (1) permitted Acquisition Debt and Debt, (2) other Indebtedness expressly permitted to be incurred or issued pursuant to Sections 7.02(a) through (i) and Sections 7.02(k) through (m) and (l)3) Indebtedness incurred pursuant to Section 7.02(j) the proceeds of which are substantially contemporaneously applied to refinance other Indebtedness in accordance with this Agreement), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary; provided, however, that with respect to Indebtedness incurred in accordance with Section 7.02, if the Consolidated Leverage Ratio (calculated on a Pro Forma Basis based on the most recently delivered BACK Compliance Certificate and financial statements delivered pursuant to Section 6.01(a) or (b)) is less than or equal to 3.50 to 1.0, no prepayment under this Section 2.05(b)(v)(A2.05(b)(iv)(A) shall be required. (B) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness under the Second Lien Notes Documents at any time after the Amendment and Restatement Second A&R Effective Date (other than Acquisition Debt permitted under Section 7.02), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Second Lien Note Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary; provided, however, that if the Consolidated Leverage Ratio (calculated on a Pro Forma Basis based on the most recently delivered Compliance Certificate and financial statements delivered pursuant to Section 6.01(a) or (b)) is less than or equal to 3.50 to 1.0, no prepayment under this Section 2.05(b)(v)(B2.05(b)(iv)(B) shall be required. (C) Upon the issuance by any Loan Party or any of its Subsidiaries of any Equity Interests (other than any Equity Interests issued to any Loan Party or any of its Subsidiaries) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 50% of such Net Cash Proceeds (the “Equity Issuance Prepayment Amount”) within two (2) Business Days of receipt thereof by such Person; provided, however, that, with respect to any Net Cash Proceeds realized in connection with an issuance of Equity Interests described in this Section 2.05(b)(v)(C2.05(b)(iv)(C), at the election of the Borrower (as notified by the Borrower to the Administrative Agent no more than two (2) Business Days after the date of such issuance), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may utilize all or any portion of such Net Cash Proceeds Equity Issuance Prepayment Amount to make one or more Acquisitions permitted under Section 7.03(h) (including, without limitation, by contributing such Net Cash Proceeds Equity Issuance Prepayment Amount to one or more of its Subsidiaries so that such Subsidiaries may make such Acquisitions) so long as within 90 days after the receipt of such Net Cash Proceeds, such Acquisitions shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that (x) immediately upon the occurrence of an Event of Default under any of Sections 8.01(a), (e), (f) or (g), (y) no more than ten (10) Business Days after the occurrence of any Event of Default not otherwise described in the foregoing clause (x) (unless such Event of Default has been waived in accordance with Section 11.01), or (z) immediately upon the lapse of such 90-day period, as the case may be, 50% the portion (if any) of all such Net Cash Proceeds the Equity Issuance Prepayment Amount that have not then been applied to make such Acquisition or Acquisitions shall be applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(v)(C2.05(b)(iv)(C).