Common use of Mandatory Prepayment of Loans Clause in Contracts

Mandatory Prepayment of Loans. (i) Concurrently with the receipt of the Net Cash Proceeds from any Disposition pursuant to Section 8.7(e), Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds (or if appropriate, 100% of any such Net Cash Proceeds that remain after deducting any amount reinvested by Borrower and its Subsidiaries during the one hundred eighty (180)-day period described in Section 8.7(e)). (ii) Concurrently with (A) the consummation by any Obligated Party of any Equity Issuance (other than to another Obligated Party or in connection with an Acquisition permitted hereunder) or (B) the issuance by any Obligated Party any Debt (other than Debt expressly permitted pursuant to Section 8.1), Borrower shall, unless otherwise waived with the prior written consent of Required Lenders, prepay the Loans in the amount equal to 50% of the Net Cash Proceeds thereof. (iii) Concurrently with the receipt by any Obligated Party of Net Cash Proceeds from a Casualty Event, Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds thereof other than Net Cash Proceeds that are used within ninety (90) days of such Casualty Event to repair or replace the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received. (iv) Each prepayment of the Loans under clauses (i) –

Mandatory Prepayment of Loans. (i) Concurrently with the receipt of the Net Cash Proceeds from any Disposition pursuant to Section 8.7(e), Borrower shall prepay the Loans in an aggregate [BGSF] Amended and Restated Credit Agreement principal amount equal to 100% of such Net Cash Proceeds (or if appropriate, 100% of any such Net Cash Proceeds that remain after deducting any amount reinvested by Borrower and its Subsidiaries during the one hundred eighty (180)-day period described in Section 8.7(e)). (ii) Concurrently with (A) the consummation by any Obligated Party of any Equity Issuance (other than to another Obligated Party or in connection with an Acquisition permitted hereunder) or (B) the issuance by any Obligated Party any Debt (other than Debt expressly permitted pursuant to Section 8.1), Borrower shall, unless otherwise waived with the prior written consent of Required Lenders, prepay the Loans in the amount equal to 50% of the Net Cash Proceeds thereof. (iii) Concurrently with the receipt by any Obligated Party of Net Cash Proceeds from a Casualty Event, Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds thereof other than Net Cash Proceeds that are used within ninety (90) days of such Casualty Event to repair or replace the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received. (iv) Each prepayment of the Loans under clauses (i) –

Mandatory Prepayment of Loans. (i) Concurrently with the receipt of the Net Cash Proceeds from any Disposition pursuant to Section 8.7(e), Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds (or if appropriate, 100% of any such Net Cash Proceeds that remain after deducting any amount reinvested by Borrower and its Subsidiaries during the one hundred eighty (180)-day period described in Section 8.7(e)). (ii) Concurrently with (A) the consummation by any Obligated Party of any Equity Issuance (other than to another Obligated Party or in connection with an Acquisition permitted hereunder) or (B) the issuance by any Obligated Party any Debt (other than Debt expressly permitted pursuant to Section 8.1), Borrower shall, unless otherwise waived with the prior written consent of Required Lenders, prepay the Loans in the amount equal to 50% of the Net Cash Proceeds thereof. (iii) Concurrently with the receipt by any Obligated Party of Net Cash Proceeds from a Casualty Event, Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds thereof other than Net Cash Proceeds that are used within ninety (90) days of such Casualty Event to repair or replace the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received.. CREDIT AGREEMENT – Page 42 (iv) Each prepayment of the Loans under clauses (i) –

Mandatory Prepayment of Loans. (i) 1.1.37.1. Concurrently with the receipt of the Net Cash Proceeds from any Disposition (other than a Disposition pursuant to clauses (a) through (d) of Section 8.7(e), Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds (or if appropriate, 100% of any such Net Cash Proceeds that remain after deducting any amount reinvested by Borrower and its Subsidiaries during the one hundred eighty (180)-day period described in Section 8.7(e)). (ii) 1.1.37.2. Concurrently with (A) the consummation by any Obligated Party of any Equity Issuance (other than to another Obligated Party or in connection with an Acquisition permitted hereunder) or (B) the issuance by any Obligated Party any Debt (other than Debt expressly permitted pursuant to Section 8.1), Borrower shall, unless otherwise waived with the prior written consent of Required Lenders, prepay the Loans in the amount equal to 50% of the Net Cash Proceeds thereof. (iii) 1.1.37.3. Concurrently with the receipt by any Obligated Party of Net Cash Proceeds from a Casualty Event, Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds thereof other than Net Cash Proceeds that are used within ninety (90) days of such Casualty Event to repair or replace the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received. (iv) 1.1.37.4. Each prepayment of the Loans under clauses (i) –– (iii) above shall be applied as follows: first, to reduce in inverse order of maturity the remaining scheduled principal installments of the Term Loans; second, to the extent of any excess, to ratably repay Swing Line Loans and L/C Borrowings until paid in full; third, to the extent of any excess, to repay any Revolving Credit Loans until paid in full; and fourth, to the extent of any excess, to Cash Collateralize the remaining L/C Obligations. 1.1.37.5. On the date that is thirty-one (31) days after the funding of any Term Loan Borrowing (excluding the Existing Term Loans) (or, if such date is not a Business Day, on the next succeeding Business Day), Borrower shall prepay the Term Loans in an amount equal to the portion of such Term Loan Borrowing not theretofore used to finance the Acquisition described in the information delivered to Administrative Agent pursuant to Section 5.2(e) in respect of such Term Loan Borrowing (including, for the avoidance of doubt, the financing of any costs, expenses and fees paid by Borrower or any Subsidiary in connection with such Acquisition). Such prepayment shall be applied to reduce in inverse order of maturity the remaining scheduled principal installments of the Term Loans.