Common use of Mandatory Prepayment; Commitment Termination Clause in Contracts

Mandatory Prepayment; Commitment Termination. The outstanding Obligations shall be subject to prepayment as follows: (a) The Borrower shall, subject to the Existing First Lien Credit Agreement, apply all Net Proceeds and all other cash payments received by the Borrower or any of its Subsidiaries from any Person or from any source on account of any Prepayment Event to prepay the Loans. All prepayments shall be paid to the Administrative Agent for application to the prepayment of outstanding Loans, including any interest paid-in-kind, if any, ratably in accordance with each applicable Lender’s Commitment Percentage. (b) Upon the occurrence of a Change of Control, the Borrower will make an offer (a “Change of Control Offer”) to the Lenders to repurchase the Loans at a purchase price in cash equal to one hundred and six percent (106%) of (x) the aggregate principal amount of such Loans outstanding plus (y) accrued and unpaid interest, including any interest paid-in-kind, if any (the “Change of Control Payment”). Within five (5) Business Days following any Change of Control, the Borrower will provide irrevocable notice to the Administrative Agent describing the transaction or transactions that constitute the Change of Control and stating the purchase price and the purchase date, which shall be no later than five (5) Business Days from the date such notice is given (the “Change of Control Payment Date”). On the Change of Control Payment Date, the Borrower will deposit with the Administrative Agent an amount equal to the Change of Control Payment in respect of the Loans of each Lender that has accepted the Change of Control Offer. Notwithstanding anything in this SECTION 2.08(b) to the contrary, the Change of Control Offer shall not apply to the consummation of the SPAC Transaction on the terms set forth in the Merger Agreement.

Mandatory Prepayment; Commitment Termination. The outstanding Obligations shall be subject to prepayment as follows: (a) The Borrower shall, subject to the Existing First Lien Credit Agreement, apply all Net Proceeds and all other cash payments received by the Borrower or any of its Subsidiaries from any Person or from any source on account of any Prepayment Event to prepay the Loans. All prepayments shall be paid to the Administrative Agent for application to the prepayment of outstanding Loans, including any interest paid-in-kind, if any, ratably in accordance with each applicable Lender’s Commitment Percentage. (b) Upon the occurrence of a Change of Control, the Borrower will make an offer (a “Change of Control Offer”) to the Lenders to repurchase the Loans at a purchase price in cash equal to one hundred and six percent (106%) of (x) the aggregate principal amount of such Loans outstanding plus (y) accrued and unpaid interest, including any interest paid-in-kind, if any (the “Change of Control Payment”). Within five (5) Business Days following of the Borrower or any Change Guarantor receiving any Net Cash Proceeds received as a result of Controlan Event of Loss to the extent that (i) the Collateral Coverage Ratio required by Section 6.06(a) would be breached in the absence of the Collateral which suffered an Event of Loss and (ii) Replacement Collateral has not been provided, the value of which would bring the Borrower will provide irrevocable notice back into compliance with the Collateral Coverage Ratio required by Section 6.06(a) (it being understood that credit for such Replacement Collateral shall in no case be taken or provided under the Collateral Coverage Ratio prior to the Administrative passage of the 90 day period referred to in the definition of Eligible Collateral) the Borrower or such Guarantor shall deposit an amount equal to 100% of such Net Cash Proceeds into an account under the sole dominion and control of the Paying Agent describing (it being understood that the transaction or transactions Borrower may request the Agent to release such Net Cash Proceeds to Borrower to replace such Collateral in accordance with the requirements of the Collateral Documents), provided that constitute (A) during the Change continuance of Control an Event of Default prior to the use of such deposit for such purpose, such deposit may be applied by the Paying Agent to the prepayment of the Loans and stating the purchase price and the purchase date, which (B) Agent shall be no later than release such funds to Borrower within five (5) Business Days from of the date Borrower having provided reasonably satisfactory evidence (including an Officer’s Certificate as described in Section 6.06(c) and giving full effect to the 90-day limitation contained in the definition of Eligible Collateral) to Agent that (x) the Collateral Coverage Ratio is satisfied or (y) Replacement Collateral has been provided to maintain compliance with the Collateral Coverage Ratio, then all such notice is given Net Cash Proceeds not previously applied to the prepayment of the Loans shall be returned to the Borrower. (b) Each prepayment of Loans pursuant to paragraph (a) of this Section 2.11 or pursuant to Section 6.06 shall be applied at the “Change election of Control Payment Date”)the Borrower. On Upon any prepayment of Tranche B Loans in accordance with the Change of Control Payment Dateforegoing, the Borrower will deposit with the Administrative Agent Total Tranche B Commitment shall be automatically and permanently reduced in an amount equal to the Change amount so prepaid. (c) Upon the Tranche A Maturity Date (or, if earlier, the Termination Date), the Total Tranche A Commitment shall be terminated in full and the Borrower shall repay the Tranche A Loans in full and if any Letter of Control Payment Credit remains outstanding, provide Cash Collateralization for such Letter of Credit in respect satisfaction of Section 2.07(j). Upon the Tranche B Maturity Date (or, if earlier, the Termination Date), the Total Tranche B Commitment shall be terminated in full and the Borrower shall repay the Tranche B Loans in full. (d) All prepayments under this Section 2.11 or pursuant to Section 6.06 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of prepayment, plus any Fees and any losses, costs and expenses, as more fully described in Sections 2.14 and 2.18 hereof. Any prepayments of the Loans of each Lender that has accepted the Change of Control Offer. Notwithstanding anything Tranche B Loan under this Section 2.11 or pursuant to Section 6.06 shall be applied in this SECTION 2.08(b) direct order to the contrary, the Change of Control Offer shall not apply to the consummation of the SPAC Transaction on the terms remaining scheduled amortization payments set forth in the Merger AgreementSection 2.09(a).

Mandatory Prepayment; Commitment Termination. The outstanding Obligations shall be subject to prepayment as follows: (a) The Borrower shall, subject to the Existing extent permitted by the First Lien Credit Agreement, apply all Net Proceeds and all other cash payments received by the Borrower Loan Parties or any of its Subsidiaries Subsidiary from any Person or from any source on account of any Prepayment Event to prepay the Loans, except as otherwise provided herein. All prepayments made pursuant to this Section 2.08(a) shall be paid to the Administrative Agent for application to the prepayment of outstanding Loans, including any interest paid-in-kindPIK Interest, if any, and the PIK Fees together with any accrued and unpaid interest, ratably in accordance with each applicable Lender’s Commitment Aggregate Exposure Percentage. (b) Upon the occurrence of a Change of Control, the Borrower will make an offer (a “Change of Control Offer”) to the Lenders to repurchase the Loans at a purchase price in cash equal to one hundred and six percent (106%) of (x) the aggregate principal amount of such Loans outstanding outstanding, including PIK Interest, if any, and the PIK Fees plus (y) accrued and unpaid interest, including any interest paid-in-kind, if any (the “Change of Control Payment”). Within five (5) Business Days following any Change of Control, the Borrower will provide irrevocable notice to the Administrative Agent describing the transaction or transactions that constitute the Change of Control and stating the purchase price and the purchase date, which shall be no later than five (5) Business Days from the date such notice is given (the “Change of Control Payment Date”). On the Change of Control Payment Date, the Borrower will deposit with the Administrative Agent an amount equal to the Change of Control Payment in respect of the Loans of each Lender that has accepted the Change of Control Offer. Notwithstanding anything in this SECTION 2.08(b. (c) to the contraryThe Commitments shall terminate at 1:30 p.m., the Change of Control Offer shall not apply to the consummation of the SPAC Transaction New York City time, on the terms set forth in the Merger AgreementMarch 13, 2009.