Common use of Mandatory Prepayment of Notes Clause in Contracts

Mandatory Prepayment of Notes. At all times following the Effective Date, until the satisfaction in full of the Notes (such date, the “Satisfaction Date”), following the receipt of any net cash proceeds in connection with the consummation of the transactions under the SEPA, the Company shall segregate an amount equal to twenty-percent (20%) of the amount of such net cash proceeds so received (all such amounts, the “Segregated Net Cash Proceeds”) and hold such Segregated Net Cash Proceeds in trust for the benefit of the Purchasers. At any time that the aggregate amount of all Segregated Net Cash Proceeds is equal to $150,000 or more (any such amount, a “Mandatory Prepayment Amount” and, any such date, a “Payment Trigger Date”), then the Company and each Purchaser hereby agree, notwithstanding anything to the contrary set forth in the SPA Notes or any other the SPA Documents, the Company shall: (a) within three (3) Business Days following such Payment Trigger Date, the Company shall notify the Purchasers, in writing (including email) (any such notice, a “Mandatory Prepayment Notice”), of its intent to prepay the then outstanding principal balance of the Notes in an aggregate amount equal to such Mandatory Prepayment Amount, (b) not before five (5) Business Days after delivery of any such Mandatory Prepayment Notice, the Company shall pay each Purchaser its Pro Rata Share (as hereinafter defined) of the applicable Mandatory Prepayment Amount pursuant to the wire instructions attached as an exhibit to its Payment Agreement, (c) the outstanding principal balance of the each Purchaser’s SPA Note shall be reduced by an amount equal to such Purchaser’s Pro Rata Share of such Mandatory Prepayment Amount upon receipt, and (d) no fee, penalty, premium or other amount shall be due or payable in connection with the prepayment of any Mandatory Prepayment Amount; provided, however, that no such prepayment under this Section 4 shall be required with respect to any Mandatory Prepayment Amount that is less than

Mandatory Prepayment of Notes. At all times following (a) Subject to the Effective DateIntercreditor Deed, until upon receipt by the satisfaction in full Parent Guarantor or any of its Restricted Subsidiaries of the Notes Net Proceeds from: (such date1) the Incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of any Indebtedness in any public or private securities offering or placement (including, without limitation, the Permanent Refinancing, but excluding any such Indebtedness Incurred to finance the Acquisition and the Target Refinancing); (2) subject to Section 10.4(b) below, the Incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of any Indebtedness under Credit Facilities (excluding any such Indebtedness Incurred to finance the Acquisition and the Target Refinancing); or (3) the sale or issuance by the Parent Guarantor of: (i) any shares of its Capital Stock (or other ownership or profit interests therein), (ii) any securities convertible into or exchangeable for shares of its Capital Stock (or other ownership or profit interests therein), or (iii) any warrants, options or other rights for the purchase or acquisition of any shares of its Capital Stock (or other ownership or profit interests therein), (other than the Equity Contributions and subject to Section 4.07(b)(i) of Schedule 6) the Parent Guarantor or Company shall apply such proceeds, net of fees and expenses actually Incurred in connection with such Incurrence, sale or issuance and net of taxes paid or payable as a result thereof (the “Satisfaction DateNet Proceeds”), following to prepay an aggregate principal amount of Notes outstanding in the receipt same manner as described under Section 4.09(c) through (e) of any net cash proceeds Schedule 6 hereto as if such Net Proceeds referred to in connection with this Section 10.4 equaled the consummation of Excess Proceeds referred to therein. (b) Notwithstanding the transactions under foregoing, the SEPA, Parent Guarantor and the Company shall segregate an amount equal not be required to twenty-percent prepay any Notes with the proceeds of the Incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of any Indebtedness under Section 4.06(b)(vii) (20%Capital Lease or Purchase Money Obligations basket), Section 4.06(b)(xi)(general debt basket) and Section 4.06(b)(xii) (acquisition debt basket) of Schedule 6 so long as (1) each of Xxxx V, under the amount Senior Secured Facility Agreement, and Xxxx PIK, under the PIK Facility Agreement, has elected to Incur such Indebtedness under the equivalent basket in each of the Senior Secured Facility Agreement and the PIK Facility Agreement and (2) none of the Parent Guarantor nor any of its Restricted Subsidiaries uses such net cash proceeds so received (all such amountsto prepay any of the Notes, the “Segregated Net Cash Proceeds”) and hold such Segregated Net Cash Proceeds in trust for Senior Secured Notes, the benefit of the Purchasers. At any time that the aggregate amount of all Segregated Net Cash Proceeds is equal to $150,000 or more (any such amount, a “Mandatory Prepayment Amount” and, any such date, a “Payment Trigger Date”), then the Company and each Purchaser hereby agree, notwithstanding anything to the contrary set forth in the SPA PIK Notes or any other outstanding Indebtedness under the SPA DocumentsSuper-Priority Subscription Agreement. Notwithstanding Section 4.06(d)(i) of Schedule 6 hereto, the Company shall: (a) within three (3) Business Days following such Payment Trigger Date, the Company shall notify the Purchasers, in writing (including email) (any such notice, a “Mandatory Prepayment Notice”), of its intent to prepay the then outstanding principal balance of the Notes in an aggregate amount equal to such Mandatory Prepayment Amount, (b) not before five (5) Business Days after delivery Incurrence of any such Mandatory Prepayment Notice, the Company shall pay each Purchaser its Pro Rata Share (as hereinafter defined) of the applicable Mandatory Prepayment Amount pursuant to the wire instructions attached as an exhibit to its Payment Agreement, (c) the outstanding principal balance of the each Purchaser’s SPA Note shall Indebtedness may not thereafter be reduced by an amount equal to such Purchaser’s Pro Rata Share of such Mandatory Prepayment Amount upon receipt, and (d) no fee, penalty, premium or other amount shall be due or payable in connection with the prepayment of any Mandatory Prepayment Amount; provided, however, that no such prepayment under this Section 4 shall be required with respect to any Mandatory Prepayment Amount that is less thanreclassified.

Mandatory Prepayment of Notes. At all times following (a) Subject to the Effective DateIntercreditor Deed, until upon receipt by the satisfaction in full Parent Guarantor or any of its Restricted Subsidiaries of the Notes Net Proceeds from: (such date1) the Incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of any Indebtedness in any public or private securities offering or placement (including, without limitation, the Permanent Refinancing, but excluding any such Indebtedness Incurred to finance the Acquisition and the Target Refinancing); (2) subject to Section 10.4(b) below, the Incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of any Indebtedness under Credit Facilities (excluding any such Indebtedness Incurred to finance the Acquisition and the Target Refinancing); or (3) the sale or issuance by the Parent Guarantor of: (i) any shares of its Capital Stock (or other ownership or profit interests therein), (ii) any securities convertible into or exchangeable for shares of its Capital Stock (or other ownership or profit interests therein), or (iii) any warrants, options or other rights for the purchase or acquisition of any shares of its Capital Stock (or other ownership or profit interests therein), (other than the Equity Contributions and subject to Section 4.07(b)(i) of Schedule 6) the Parent Guarantor or Company shall apply such proceeds, net of fees and expenses actually Incurred in connection with such Incurrence, sale or issuance and net of taxes paid or payable as a result thereof (the “Satisfaction DateNet Proceeds”), following to prepay an aggregate principal amount of Notes outstanding in the receipt same manner as described under Section 4.09(c) through (e) of any net cash proceeds Schedule 6 hereto as if such Net Proceeds referred to in connection with this Section 10.4 equaled the consummation of Excess Proceeds referred to therein. (b) Notwithstanding the transactions under foregoing, the SEPA, Parent Guarantor and the Company shall segregate an amount equal not be required to twenty-percent prepay any Notes with the proceeds of the Incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of any Indebtedness under Section 4.06(b)(vii) (20%Capital Lease or Purchase Money Obligations basket), Section 4.06(b)(xi) (general debt basket) and Section 4.06(b)(xii) (acquisition debt basket) of Schedule 6 so long as (1) each of Xxxx III, under the amount Senior Unsecured Facility Agreement, and Xxxx PIK, under the PIK Facility Agreement, has elected to Incur such Indebtedness under the equivalent basket in each of the Senior Unsecured Facility Agreement and the PIK Facility Agreement and (2) none of the Parent Guarantor nor any of its Restricted Subsidiaries uses such net cash proceeds so received (all such amountsto prepay any of the Notes, the “Segregated Net Cash Proceeds”) and hold such Segregated Net Cash Proceeds in trust for Senior Unsecured Notes, the benefit of the Purchasers. At any time that the aggregate amount of all Segregated Net Cash Proceeds is equal to $150,000 or more (any such amount, a “Mandatory Prepayment Amount” and, any such date, a “Payment Trigger Date”), then the Company and each Purchaser hereby agree, notwithstanding anything to the contrary set forth in the SPA PIK Notes or any other outstanding Indebtedness under the SPA DocumentsSuper-Priority Subscription Agreement. Notwithstanding Section 4.06(g)(i) of Schedule 6 hereto, the Company shall: (a) within three (3) Business Days following such Payment Trigger Date, the Company shall notify the Purchasers, in writing (including email) (any such notice, a “Mandatory Prepayment Notice”), of its intent to prepay the then outstanding principal balance of the Notes in an aggregate amount equal to such Mandatory Prepayment Amount, (b) not before five (5) Business Days after delivery Incurrence of any such Mandatory Prepayment Notice, the Company shall pay each Purchaser its Pro Rata Share (as hereinafter defined) of the applicable Mandatory Prepayment Amount pursuant to the wire instructions attached as an exhibit to its Payment Agreement, (c) the outstanding principal balance of the each Purchaser’s SPA Note shall Indebtedness may not thereafter be reduced by an amount equal to such Purchaser’s Pro Rata Share of such Mandatory Prepayment Amount upon receipt, and (d) no fee, penalty, premium or other amount shall be due or payable in connection with the prepayment of any Mandatory Prepayment Amount; provided, however, that no such prepayment under this Section 4 shall be required with respect to any Mandatory Prepayment Amount that is less thanreclassified.

Mandatory Prepayment of Notes. At all times following (a) Subject to the Effective DateIntercreditor Deed, until upon receipt by the satisfaction in full Parent Guarantor or any of its Restricted Subsidiaries of the Notes Net Proceeds from: (such date1) the Incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of any Indebtedness in any public or private securities offering or placement (including, without limitation, the “Satisfaction Date”Permanent Refinancing, but excluding any such Indebtedness Incurred to finance the Acquisition and the Target Refinancing); (2) subject to Section 10.4(b) below, the Incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of any Indebtedness under Credit Facilities (excluding any such Indebtedness Incurred to finance the Acquisition and the Target Refinancing); or (3) the sale or issuance by the Parent Guarantor of: (i) any shares of its Capital Stock (or other ownership or profit interests therein), (ii) any securities convertible into or exchangeable for shares of its Capital Stock (or other ownership or profit interests therein), following or (iii) any warrants, options or other rights for the receipt purchase or acquisition of any shares of its Capital Stock (or other ownership or profit interests therein), (other than the Equity Contributions and subject to Section 4.07(b)(i) of Schedule 6) the Parent Guarantor or Company shall apply such proceeds, net cash proceeds of fees and expenses actually Incurred in connection with such Incurrence, sale or issuance and net of taxes paid or payable as a result thereof (the consummation "Net Proceeds"), to prepay an aggregate principal amount of Notes outstanding in the transactions same manner as described under Section 4.09(c) through (e) of Schedule 6 hereto as if such Net Proceeds referred to in this Section 10.4 equaled the SEPAExcess Proceeds referred to therein. (b) Notwithstanding the foregoing, the Parent Guarantor and the Company shall segregate an amount equal not be required to twenty-percent prepay any Notes with the proceeds of the Incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of any Indebtedness under Section 4.06(b)(vii) (20%Capital Lease or Purchase Money Obligations basket), Section 4.06(b)(xi) (general debt basket) and Section 4.06(b)(xii) (acquisition debt basket) of Schedule 6 so long as (1) each of Xxxx III, under the amount Senior Unsecured Facility Agreement, and Xxxx V, under the Senior Secured Facility Agreement, has elected to Incur such Indebtedness under the equivalent basket in each of the Senior Unsecured Facility Agreement and the Senior Secured Facility Agreement and (2) none of the Parent Guarantor nor any of its Restricted Subsidiaries uses such net cash proceeds so received (all such amountsto prepay any of the Notes, the “Segregated Net Cash Proceeds”) and hold such Segregated Net Cash Proceeds in trust for Senior Unsecured Notes, the benefit of the Purchasers. At any time that the aggregate amount of all Segregated Net Cash Proceeds is equal to $150,000 or more (any such amount, a “Mandatory Prepayment Amount” and, any such date, a “Payment Trigger Date”), then the Company and each Purchaser hereby agree, notwithstanding anything to the contrary set forth in the SPA Senior Secured Notes or any other outstanding Indebtedness under the SPA DocumentsSuper-Priority Subscription Agreement. Notwithstanding Section 4.06(g)(i) of Schedule 6 hereto, the Company shall: (a) within three (3) Business Days following such Payment Trigger Date, the Company shall notify the Purchasers, in writing (including email) (any such notice, a “Mandatory Prepayment Notice”), of its intent to prepay the then outstanding principal balance of the Notes in an aggregate amount equal to such Mandatory Prepayment Amount, (b) not before five (5) Business Days after delivery Incurrence of any such Mandatory Prepayment Notice, the Company shall pay each Purchaser its Pro Rata Share (as hereinafter defined) of the applicable Mandatory Prepayment Amount pursuant to the wire instructions attached as an exhibit to its Payment Agreement, (c) the outstanding principal balance of the each Purchaser’s SPA Note shall Indebtedness may not thereafter be reduced by an amount equal to such Purchaser’s Pro Rata Share of such Mandatory Prepayment Amount upon receipt, and (d) no fee, penalty, premium or other amount shall be due or payable in connection with the prepayment of any Mandatory Prepayment Amount; provided, however, that no such prepayment under this Section 4 shall be required with respect to any Mandatory Prepayment Amount that is less thanreclassified.