Common use of Debt Incurrence Clause in Contracts

Debt Incurrence. Without limiting the obligation of the Borrower to obtain the consent of the Required Lenders to any Debt Incurrence not permitted hereunder, on or prior to the date 90 days after the date of any Debt Incurrence, the Borrower shall prepay the Loans in an aggregate amount equal to the portion of the Net Available Proceeds thereof that exceeds (in the aggregate for all Debt Incurrences after the date hereof) $50,000,000, such prepayment to be effected in each case in the manner and to the extent specified in clause (vi) below, provided that, notwithstanding the foregoing, the Borrower shall not be required to make a prepayment under this clause (v) to the extent that (A) the Borrower advises the Administrative Agent at the time of the relevant Debt Incurrence that it intends to use such Net Available Proceeds to finance one or more Acquisitions pursuant to Section 7.03(d), (B) such Net Available Proceeds are held by the Borrower in a segregated investment or other account (or, alternatively, applied to the prepayment of Revolving Loans), until so used to finance one or more Acquisitions as contemplated above, and (C) such Net Available Proceeds are in fact so applied to such Acquisition(s) within 120 days of such Debt Incurrence (it being understood that, in the event Net Available Proceeds from more than one Debt Incurrence are held by the Borrower, or have been applied to the prepayment of Revolving Loans, such Net Available Proceeds shall be deemed to be utilized in the same order in which such Debt Incurrence occurred and, accordingly, any such Net Available Proceeds so held or applied to the prepayment of Revolving Loans for more than 120 days shall be forthwith applied to the prepayment of Loans as provided above), it being understood that, if the Borrower does not so advise the Administrative Agent that it intends to use such Net Available Proceeds to finance one or more Acquisitions, or does not in fact apply such Net Available Proceeds to one or more Acquisitions within the time periods specified above, the Borrower shall immediately prepay the Loans in an amount equal to the amount specified above.

Debt Incurrence. Without limiting the obligation of the Borrower to obtain the consent of the Required Lenders to any Debt Incurrence not permitted hereunder, on or prior to the date 90 days after the date of any Debt Incurrence, the Borrower shall prepay the Loans in an aggregate amount equal to the portion of the Net Available Proceeds thereof that exceeds (in the aggregate for all Debt Incurrences after the date hereof) $50,000,000, such prepayment to be effected in each case in the manner and to the extent specified in clause (vi) below, provided PROVIDED that, notwithstanding the foregoing, the Borrower shall not be required to make a prepayment under this clause (v) to the extent that (A) the Borrower advises the Administrative Agent at the time of the relevant Debt Incurrence that it intends to use such Net Available Proceeds to finance one or more Acquisitions pursuant to Section 7.03(d), (B) such Net Available Proceeds are held by the Borrower in a segregated investment or other account (or, alternatively, applied to the prepayment of Revolving Loans), until so used to finance one or more Acquisitions as contemplated above, and (C) such Net Available Proceeds are in fact so applied to such Acquisition(s) within 120 90 days of such Debt Incurrence (it being understood that, in the event Net Available Proceeds from more than one Debt Incurrence are held by the Borrower, or have been applied to the prepayment of Revolving Loans, such Net Available Proceeds shall be deemed to be utilized in the same order in which such Debt Incurrence occurred and, accordingly, any such Net Available Proceeds so held or applied to the prepayment of Revolving Loans for more than 120 90 days shall be forthwith applied to the prepayment of Loans as provided above), it being understood that, if the Borrower does not so advise the Administrative Agent that it intends to use such Net Available Proceeds to finance one or more Acquisitions, or does not in fact apply such Net Available Proceeds to one or more Acquisitions within the time periods specified above, the Borrower shall immediately prepay the Loans in an amount equal to the amount specified above.

Debt Incurrence. Without limiting the obligation of the Borrower to obtain the consent of the Required Lenders to Upon any Debt Incurrence not permitted hereunder, on or prior to (other than any Refinancing of the date 90 days after Indebtedness under the date of any Debt IncurrenceCredit Documents), the Borrower Company shall immediately prepay the Loans Senior Subordinated Notes in an aggregate amount equal to the portion one hundred percent (100%) of the Net Available Debt Proceeds thereof, less the amount thereof that exceeds (in the aggregate for all Debt Incurrences after the date hereof) $50,000,000, such prepayment required to be effected applied (including amounts theretofore or concurrently therewith applied as so required) in each case accordance with, or pursuant to, the terms of the Credit Agreement as in effect on the manner and Closing Date to permanently pay or permanently prepay the extent specified Loans under the Credit Agreement (it being noted, for the avoidance of doubt, that if the relevant terms of the Credit Agreement are amended, waived or otherwise modified with the effect that the amount required to be applied in clause (vi) belowaccordance with, or pursuant to, the terms of the Credit Agreement to pay or prepay the Loans under the Credit Agreement is reduced, the amount of such reduction shall not be construed as being required to be applied to permanently pay or permanently prepay the Loans under the Credit Agreement for the purposes of this Section 8.4(e)), provided that, notwithstanding that unless the foregoingDebt Incurrence is a Refinancing of the Indebtedness under the Credit Documents, the Borrower Company shall not be required to make a any such prepayment under this clause if, as of the last day of the Fiscal Quarter on (v) to the extent that (Aor most recently ended prior to) the Borrower advises date of such Debt Incurrence, the Administrative Agent at the time of the relevant Total Leverage Ratio is less than or equal to 3.0 to 1. Upon any Debt Incurrence that it intends to use such Net Available Proceeds to finance one or more Acquisitions pursuant to Section 7.03(d), (B) such Net Available Proceeds are held by constitutes a Refinancing of the Borrower in a segregated investment or other account (orIndebtedness under the Credit Documents, alternatively, applied the Company shall immediately pay to the prepayment Holders the full amount of Revolving Loans), until so used to finance one or more Acquisitions as contemplated above, and (C) such Net Available Proceeds are in fact so applied to such Acquisition(s) within 120 days of such Debt Incurrence (it being understood that, in principal and interest on the event Net Available Proceeds from more than one Debt Incurrence are held by Senior Subordinated Notes and all other amounts payable under the Borrower, or have been applied to the prepayment of Revolving Loans, such Net Available Proceeds shall be deemed to be utilized in the same order in which such Debt Incurrence occurred and, accordingly, any such Net Available Proceeds so held or applied to the prepayment of Revolving Loans for more than 120 days shall be forthwith applied to the prepayment of Loans as provided above), it being understood that, if the Borrower does not so advise the Administrative Agent that it intends to use such Net Available Proceeds to finance one or more Acquisitions, or does not in fact apply such Net Available Proceeds to one or more Acquisitions within the time periods specified above, the Borrower shall immediately prepay the Loans in an amount equal to the amount specified aboveNote Purchase Documents.

Debt Incurrence. Without limiting the obligation of the Borrower to obtain the consent of the Required Lenders to The Company will not create or incur any Debt Incurrence not permitted hereunderIndebtedness, except: (a) any Indebtedness existing on or prior to the date 90 days after hereof (including Indebtedness under the Note Documents), or any refinancings thereof; (b) Indebtedness; provided that on the date of creation or incurrence of such Indebtedness (i) the pro forma (i.e., taking into account such additional Indebtedness, but excluding any Debt IncurrenceIndebtedness that has been repaid) Total Leverage Ratio as of the last day of the most recently ended Measurement Period shall not exceed 7.00:1.00 and (ii) the pro forma ratio (i.e., taking into account such additional Indebtedness, but excluding any Indebtedness that has been repaid) Interest Coverage Ratio as of the Borrower last day of the most recently ended Measurement Period shall prepay the Loans not be less than 1.50:1.00; (c) Indebtedness incurred under revolving bank lines of credit with a maturity of less than one (1) year for operating liquidity purposes, in an aggregate principal amount equal not to exceed $30,000,000 at any time outstanding; (d) short-term Indebtedness incurred to facilitate securities underwriting activities related to the portion Company and its Subsidiaries’ investment banking business, in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; (e) Indebtedness owing to and held by any Subsidiary of the Net Available Proceeds thereof Company; provided, however, that exceeds any event that results in any such Indebtedness being held by a Person other than a Subsidiary of the Company (in except for any pledge of such Indebtedness until the aggregate for all Debt Incurrences after the date hereofpledgee commences actions to foreclose on such Indebtedness) $50,000,000shall be deemed, such prepayment to be effected in each case, to constitute an incurrence of such Indebtedness by the Company, as the case may be, that was not permitted by this Section 10.3(e); (f) Indebtedness in respect of customary “springing recourse” or “bad boy” Guaranties with respect to real estate financing transactions entered into consistent with past practices of the manner and Company; provided that such Guaranties are non-recourse to the extent specified in clause (vi) below, provided that, notwithstanding the foregoing, the Borrower shall not be required Company other than with respect to make a prepayment under this clause (v) to the extent that (A) the Borrower advises the Administrative Agent at the time losses resulting from customary “bad acts” of the relevant Debt Incurrence that it intends to use such Net Available Proceeds to finance one or more Acquisitions pursuant to Section 7.03(d), (B) such Net Available Proceeds are held by the Borrower in a segregated investment or other account (or, alternatively, applied to the prepayment of Revolving Loans), until so used to finance one or more Acquisitions as contemplated above, Company; and (Cg) such Net Available Proceeds are in fact so applied to such Acquisition(s) within 120 days of such Debt Incurrence all premiums (it being understood that, in the event Net Available Proceeds from more than one Debt Incurrence are held by the Borrower, or have been applied to the prepayment of Revolving Loans, such Net Available Proceeds shall be deemed to be utilized in the same order in which such Debt Incurrence occurred and, accordingly, any such Net Available Proceeds so held or applied to the prepayment of Revolving Loans for more than 120 days shall be forthwith applied to the prepayment of Loans as provided aboveif any), it being understood thatinterest (including post-petition interest), if the Borrower does not so advise the Administrative Agent that it intends to use such Net Available Proceeds to finance one fees, expenses, charges and additional or more Acquisitions, or does not contingent interest on obligations described in fact apply such Net Available Proceeds to one or more Acquisitions within the time periods specified above, the Borrower shall immediately prepay the Loans in an amount equal to the amount specified clauses (a) through (f) above.