Common use of Mandatory Prepayment of Term Loan Clause in Contracts

Mandatory Prepayment of Term Loan. (a) Subject to clauses (c) and (d) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales, which are not Reinvested as described in the following sentence, the Borrowers shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds to the extent the Net Cash Proceeds from Asset Sales exceed $2,000,000 in the aggregate in the calendar year in which such prepayment is to be made or $5,000,000 in the aggregate during the term of this Agreement, provided, however, that the Borrowers shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Administrative Borrower provides to the Administrative Agent a certificate executed by a Responsible Officer of the Administrative Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Administrative Agent, to be applied to repay the Term Loan in accordance with clauses (c) and (d) hereof.

Mandatory Prepayment of Term Loan. (a) Subject to clauses (cd) and (de) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales, Sales exceeding $2,500,000 which are not Reinvested as described in the following sentence, the Borrowers Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds to the extent the Net Cash Proceeds from Asset Sales exceed $2,000,000 in the aggregate in the calendar year in which such prepayment is to be made or $5,000,000 in the aggregate during the term of this Agreement, provided, however, however that the Borrowers Borrower shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Administrative Borrower provides to the Administrative Agent a certificate executed by a Responsible Officer of the Administrative Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers Borrower shall promptly pay such proceeds to the Administrative Agent, to be applied to repay the Term Loan in accordance with clauses (cd) and (de) hereof.

Mandatory Prepayment of Term Loan. (a) Subject to clauses (cd) and (de) hereof, immediately promptly upon receipt by the Borrower or any Credit Party Guarantor of any Net Cash Proceeds in excess of $500,000 from any Asset Sales, Sale which are not Reinvested as described in the following sentence, the Borrowers Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds to the extent the Net Cash Proceeds from Asset Sales exceed $2,000,000 in the aggregate in the calendar year in which such prepayment is to be made or $5,000,000 in the aggregate during the term of this Agreementthat have not been so Reinvested, provided, however, however that the Borrowers Borrower shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the salesuch Asset Sale, the Administrative Borrower provides to the Administrative Agent a certificate executed by a Responsible Officer of the Administrative Borrower (“Reinvestment Certificate”) stating (x) that the sale such Asset Sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale such Asset Sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale such Asset Sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers Borrower shall promptly pay such proceeds to the Administrative Agent, to be applied to repay the Term Loan in accordance with clauses (cd) and (de) hereof.

Mandatory Prepayment of Term Loan. (a) Subject to clauses (cd) and (de) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales, Sales (other than the IP Consolidation Transactions) which are not Reinvested as described in the following sentence, the Borrowers shall prepay the Term Loan by an amount equal to one hundred percent (100%) % of such Net Cash Proceeds to the extent the Net Cash Proceeds from Asset Sales exceed $2,000,000 in the aggregate in the calendar year in which such prepayment is to be made or $5,000,000 in the aggregate during the term of this Agreement, Proceeds; provided, however, however that the Borrowers shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Administrative Borrower provides Borrowers provide to the Administrative Agent a certificate executed by a Responsible Officer of the Administrative Borrower Borrowers’ Representative (a “Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default has Table of Contents occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Administrative Agent, to be applied to repay the Term Loan in accordance with clauses (cd) and (de) hereof.

Mandatory Prepayment of Term Loan. (a) Subject to clauses (ce) and (df) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset Sales, Sales which are not Reinvested as described in the following sentence, the Borrowers Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds to the extent the Net Cash Proceeds from Asset Sales exceed $2,000,000 in the aggregate in the calendar year in which such prepayment is to be made or $5,000,000 in the aggregate during the term of this Agreement, Proceeds; provided, however, however that the Borrowers Borrower shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Administrative Borrower provides to the Administrative Agent a certificate executed by a Responsible Officer of the Administrative Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment; and provided, further, Borrower shall be permitted to retain Five Million Dollars ($5,000,000) in the aggregate during the term of this Agreement of Net Cash Proceeds without the requirement to prepay the Term Loan under this Section 4.8(a). If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers Borrower shall promptly pay such proceeds to the Administrative Agent, to be applied to repay the Term Loan in accordance with clauses (cd) and (de) hereof.

Mandatory Prepayment of Term Loan. (a) Subject to clauses (cd) and (de) hereof, immediately promptly upon receipt by the Borrower or any Credit Party Guarantor of any Net Cash Proceeds in excess of $750,000 from any Asset Sales, Sale which are not Reinvested as described in the following sentence, the Borrowers Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds to the extent the Net Cash Proceeds from Asset Sales exceed $2,000,000 in the aggregate in the calendar year in which such prepayment is to be made or $5,000,000 in the aggregate during the term of this Agreementthat have not been so Reinvested, provided, however, however that the Borrowers Borrower shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the salesuch Asset Sale, the Administrative Borrower provides to the Administrative Agent a certificate executed by a Responsible Officer of the Administrative Borrower (“Reinvestment Certificate”) stating (x) that the sale such Asset Sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale such Asset Sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale such Asset Sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers Borrower shall promptly pay such proceeds to the Administrative Agent, to be applied to repay the Term Loan in accordance with clauses (cd) and (de) hereof.

Mandatory Prepayment of Term Loan. (a) Subject to clauses (cd) and (de) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset SalesSales exceeding Five Million Dollars ($5,000,000) per Fiscal Year (or in the case of any Fiscal Year ending after June 30, 2010, $2,500,000) which are not Reinvested as described in the following sentence, the Borrowers Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds to the extent the Net Cash Proceeds from Asset Sales exceed $2,000,000 in the aggregate in the calendar year in which such prepayment is to be made or $5,000,000 in the aggregate during the term of this Agreement, provided, however, however that the Borrowers Borrower shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Administrative Borrower provides to the Administrative Agent a certificate executed by a Responsible Officer of the Administrative Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers Borrower shall promptly pay such proceeds to the Administrative Agent, to be applied to repay the Term Loan in accordance with clauses (cd) and (de) hereof.

Mandatory Prepayment of Term Loan. (a) Subject to clauses (ce) and (df) hereof, immediately upon receipt by any Credit Party of any Net Cash Proceeds from any Asset SalesSales exceeding Five Million Dollars ($5,000,000) per Fiscal Year (or in the case of any Fiscal Year ending after June 30, 2010, $2,500,000) which are not Reinvested as described in the following sentence, the Borrowers Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds to the extent the Net Cash Proceeds from Asset Sales exceed $2,000,000 in the aggregate in the calendar year in which such prepayment is to be made or $5,000,000 in the aggregate during the term of this Agreement, provided, however, however that the Borrowers Borrower shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Administrative Borrower provides to the Administrative Agent a certificate executed by a Responsible Officer of the Administrative Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers Borrower shall promptly pay such proceeds to the Administrative Agent, to be applied to repay the Term Loan in accordance with clauses (cd) and (de) hereof.

Mandatory Prepayment of Term Loan. (a) Subject Pursuant to clauses (c) the terms and (d) hereofprovisions of this Agreement, immediately upon receipt by any Credit Party as security for, among other things, Borrower's performance of any Net Cash Proceeds from any Asset Salesits obligations under the Loan Documents, which are not Reinvested as described Borrower has heretofore pledged to, and granted a security interest in favor of, Agent, for the benefit of the Lenders, in the following sentenceCollateral. Included within the Collateral is a certain federal income tax refund owed to RCM by the United States Government in the approximate amount of $3,900,000.00 (the "Pledged Tax Refund"). Notwithstanding any other provision contained in this Agreement or the other Loan Documents, the Borrowers Borrower shall prepay also be required to make an additional payment(s) of principal under the Term Loan by in an amount equal to one hundred percent (100%the amount of the proceeds of the Pledged Tax Refund received by Borrower, which such payment(s) shall be made on the date(s) on which Borrower actually receives any of such Net Cash Proceeds said proceeds. The principal payment(s) required to be made by Borrower under this Section 2.6(c) shall be applied first to accrued but unpaid interest on the Term Loan and then to the principal payments due under the Term Loan in the inverse order of maturity. Prior to the occurrence of an Event of Default or Unmatured Event of Default, Agent shall be permitted, at its sole option, to the extent the Net Cash Proceeds from Asset Sales exceed $2,000,000 in the aggregate in the calendar year in which such prepayment any principal payment is to be made or $5,000,000 in the aggregate during the term of this Agreement, provided, however, that the Borrowers shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Administrative Borrower provides applied to the Administrative Agent outstanding balance of a certificate executed by a Responsible Officer LIBOR Based Rate Loan under this Section 2.6(c), to elect to hold such payment and not apply it against the outstanding balance of said LIBOR Based Rate Loan, until the Administrative Borrower earlier to occur of (“Reinvestment Certificate”a) stating (x) that the sale has occurredan Unmatured Event of Default, (yb) that no Default or an Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereofDefault, (iic) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment applicable LIBOR Interest Period, or (d) the Borrowers shall promptly pay thirtieth day following the Agent's receipt of such proceeds proceeds. If the application of any payment made by Borrower pursuant to this Section 2.6(c) is delayed pursuant to the Administrative Agentimmediately preceding sentence, interest shall continue to be applied to repay accrue on the outstanding principal of the Term Loan in accordance with clauses (c) and (d) hereofuntil such payment is actually applied by Agent to reduce the outstanding principal balance of the Term Loan.

Mandatory Prepayment of Term Loan. (a) Subject to clauses (c) and (d) hereof, immediately upon receipt by any Credit Loan Party of any Net Cash Proceeds from any Asset Sales, Sales or Condemnation Proceeds involving Net Cash Proceeds greater than $250,000 which are not Reinvested as described in the following sentence, the Borrowers shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds to the extent the Net Cash Proceeds from Asset Sales exceed $2,000,000 in the aggregate in the calendar year in which such prepayment is to be made or $5,000,000 in the aggregate during the term of this Agreement, provided, however, however that the Borrowers shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the saleAsset Sale or receipt of Condemnation Proceeds, as the Administrative Borrower provides case may be, Borrowers provide to the Administrative Agent a certificate executed by a Responsible Officer of the Administrative Borrower both Borrowers (“Reinvestment Certificate”) stating (x) that the sale or condemnation has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrowers shall promptly pay such proceeds to the Administrative Agent, to be applied to repay the Term Loan in accordance with clauses (c) and (d) hereof.