Mandatory Commitment Reductions and Prepayments. (i) Upon the occurrence of any Reduction Event, the Borrower shall apply an amount equal to the related Reduction Amount first to ratably prepay the outstanding Loans (if any) and second, to permanently and ratably reduce Commitments, any such prepayment to be effected within five Business Days after receipt by the Borrower or, as applicable, its Subsidiary of the Net Cash Proceeds from such Reduction Event and any such reduction to be effective immediately after receipt by the Borrower or, as applicable, its Subsidiary of the Net Cash Proceeds from such Reduction Event. The Borrower shall notify the Administrative Agent of any Reduction Event and the related Reduction Amount not later than the date of such Reduction Event, and the Administrative Agent shall promptly notify the Lenders thereof. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. All undrawn commitment fees accrued on any reduced Commitments shall be paid on the effective date of such reduction. Any reduction of Commitments or prepayment of Loans shall be applied to the Loans or Commitments of the Lenders in accordance with their Pro Rata Share.
(ii) The Commitments shall automatically terminate in full (x) if the Offer Document has not been published pursuant to section 14(3) of the German Takeover Code on or prior to December 11, 2013, (y) on the last day of the Certain Funds Period if the initial funding of the Loans shall not have occurred prior to such date and (z) if the Offer lapses.
(iii) The unused portion of the Commitments shall automatically terminate on (x) if the Closing Date occurred as contemplated by Section 2.01, the date that is three weeks following the Closing Date and (y) if the Closing Date occurred as contemplated by the proviso to Section 2.01, on the Closing Date after giving effect to the Loans required to be made on the Closing Date.
Mandatory Commitment Reductions and Prepayments. 100% of the net cash proceeds from the issuance or incurrence after the Closing Date of debt, equity or equity-like securities by the Parent or the Borrower (other than from the issuance of the Parent’s common stock of up to $87 million to the extent the proceeds are used for general corporate purposes) shall be applied to reduce the commitments under the Facility (if still in existence) or to prepay the Facility.
Mandatory Commitment Reductions and Prepayments. In addition to the reductions provided for in Section 2.7 hereof, the Borrower shall, if required pursuant to this Section 2.6, permanently prepay the Loans as follows:
Mandatory Commitment Reductions and Prepayments. In addition to the reductions and repayments provided for in Section 2.7 hereof, the Borrower shall, if required pursuant to this Section 2.6, permanently prepay the Loans as follows:
Mandatory Commitment Reductions and Prepayments. Upon the occurrence of any Reduction Event, the Borrower shall apply an amount equal to the related Reduction Amount first to ratably prepay the outstanding Loans (if any) and if such amount is greater than the Outstanding Amount at such time, to permanently and ratably reduce any remaining undrawn portion of the Aggregate Commitments in an amount equal to such excess amount, any such prepayment to be effected within five Business Days after receipt by the Borrower or, as applicable, its Subsidiary of the Net Cash Proceeds from such Reduction Event and any such reduction to be effective immediately after receipt by the Borrower or, as applicable, its Subsidiary of the Net Cash Proceeds from such Reduction Event. The Borrower shall notify the Administrative Agent of any Reduction Event and the related Reduction Amount not later than the date of such Reduction Event, and the Administrative Agent shall promptly notify the Lenders thereof.
Mandatory Commitment Reductions and Prepayments. DISPOSITIONS OF ---------------------------------------------------------------- ASSETS. Without limiting the obligation of the Borrower under SECTION 7.03 to obtain the consent of the Lenders to any Disposition not otherwise permitted hereunder, the Borrower agrees (i) three (3) Business Days prior to the occurrence of any disposition of assets or properties by any Company, other than as permitted under SECTION 7.03, to deliver to the Agent (in sufficient copies for each Lender) a statement, certified by an Authorized Officer and in reasonable detail, of the estimated amount of the Net Sale Proceeds of such Disposition and (ii) that in the event such Disposition is completed, the Borrower shall prepay the Notes and/or permanently reduce the Commitments in the amount of such Net Sale Proceeds, as provided in SECTION 1.06(F) and as follows:
(A) on the date of such Disposition, in an aggregate amount equal to 100% of the Net Sale Proceeds of such Disposition received by any Company on the date of such Disposition; and
(B) thereafter, to the extent any Company shall receive Net Sale Proceeds under deferred payment arrangements or investments entered into or received in connection with any Disposition, an amount equal to one hundred percent (100%) of the aggregate amount of such deferred Net Sale Proceeds, payable within two (2) Business Days after such Company receives such funds, in each case reduced until the Commitments and any outstanding Loans under the Notes are reduced to zero.
Mandatory Commitment Reductions and Prepayments. (a) Upon the receipt by the Company or any Subsidiary (or by any other Person at the direction of the Company or any Subsidiary) of any Net Cash Proceeds from any Asset Sale, the Commitments and the "Commitments" under and as defined in the Facility B Credit Agreement shall, subject to paragraph (b) of this Section, be reduced at such time as is specified in paragraph (b) of this Section, ratably in accordance with the amounts thereof, by an aggregate amount equal to 60% of the amount of such Net Cash Proceeds (the "Reduction Percentage").
(i) Individual Asset Sales which generate Net Cash Proceeds of less than $250,000 are not subject to the requirements of this Section 2.24, (ii) individual Asset Sales which generate Net Cash Proceeds between $250,000 and $5,000,000 will be aggregated over each fiscal quarter and a mandatory Commitment reduction equal to the Reduction Percentage of such aggregate Net Cash Proceeds shall be made on the last Business Day of each fiscal quarter; provided that if the amount of Net Cash Proceeds so aggregated at any time exceeds $10,000,000, a mandatory Commitment reduction equal to the Reduction Percentage of such aggregated proceeds shall be made on the third Business Day, with any remainder Net Cash Proceeds generated after such time being applied to reduce Commitments in an amount equal to the Reduction Percentage of such remainder Net Cash Proceeds on the last Business Day of each fiscal quarter, and (iii) with respect to individual Asset Sales which generate Net Cash Proceeds in excess of $5,000,000, the Reduction Percentage of such Net Cash Proceeds shall be applied by the third Business Day following receipt thereof to reduce Commitments.
(c) Section 5.02(b)(i) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(i) The Company will not permit the ratio of Consolidated Debt to Total Capitalization at any time to be greater than .55 to 1.0; provided that in computing Consolidated Debt and Total Capitalization for purposes of this paragraph, losses from asset impairment charges recognized in connection with writing down assets and Subsidiaries to fair value before disposal in accordance with GAAP after the Fourth Amendment Effective Date in connection with proposed dispositions thereof, shall be excluded until such time as such dispositions are actually consummated."
(d) Section 5.02(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Mandatory Commitment Reductions and Prepayments. Relating to a Change -------------------------------------------------------------------- of Control. Upon the occurrence of a Change of Control, the Aggregate Term Loan ---------- Commitments shall terminate and the Borrower shall (i) prepay in full the outstanding principal balance of the Term Loans, together with accrued and unpaid interest thereon and (ii) pay in full all fees and other amounts payable under the Loan Documents.
Mandatory Commitment Reductions and Prepayments. If after the date hereof the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof within five Business Days after such Asset Sale or Recovery Event, the Revolving Credit Commitments shall be reduced by an amount equal to 100% of such Net Cash Proceeds; provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the permanent reduction of Revolving Credit Commitments; provided, further, that if after giving effect to any such reduction of Revolving Credit Commitments the Revolving Credit Exposure would exceed the total Revolving Credit Commitments, the Borrower shall repay the Revolving Credit Loans in an amount equal to such excess; and provided, further, that if the property subject to such Asset Sale or Recovery Event constituted Collateral, then all property purchased with Reinvestment Prepayment Amount pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 6.13.
Mandatory Commitment Reductions and Prepayments. 23 Section 2.08.Repayment of Loans; Evidence of Debt 24 Section 2.09.Fees 25 Section 2.10.Interest 26 Section 2.11.Alternate Rate of Interest 26 Section 2.12.Increased Costs 27 Section 2.13.Break Funding Payments 28 Section 2.14.Taxes 28
