Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d).
(b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 100% of the Net Cash Proceeds thereof shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(d); 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 prepayment of the Loans as set forth in Section 4.2(d).
(c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference between (i) the ECF Percentage of such Excess Cash Flow and (ii) all optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans and the reduction of the Revolving Commitments. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (A) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (B) the date such financial statements are actually delivered.
(d) Amounts to be applied in connection with mandatory prepayments and commitment reductions made pursuant to Section 4.2(a), (b) and (c) shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8(b) and second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal amount of Revolving Loans and...
Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if any Extraordinary Receipt shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then on the date of such issuance or incurrence, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of the Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(c). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Orders, or a consent to the incurrence of any Indebtedness by any Group Member.
(b) Unless the Required Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4.
(c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment and
Mandatory Prepayments and Commitment Reductions. 27 2.10 Conversion and Continuation Options............................29 2.11 Limitations on Eurodollar Tranches.............................29 2.12 Interest Rates and Payment Dates...............................29 2.13 Computation of Interest and Fees...............................30 2.14 Inability to Determine Interest Rate...........................30 2.15 Pro Rata Treatment and Payments................................31 2.16
Mandatory Prepayments and Commitment Reductions. 29 2.11 Conversion and Continuation Options.............................
Mandatory Prepayments and Commitment Reductions. (a) If for any reason the Total Revolving Extensions of Credit exceeds the lesser of (x) the Total Revolving Commitments then in effect and (y) the Maximum Permitted Outstanding Amount, the Borrower shall immediately, prepay the applicable Loans in an aggregate amount equal to such excess.
(b) [Reserved]
(c) [Reserved]
(d) If any Indebtedness shall be incurred pursuant to Section 7.2(h), an amount equal to 100% of the Net Cash Proceeds thereof shall be immediately applied toward the prepayment of the Loans.
(e) Any reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, cash collateralize on or prior to the date of such reduction (in the manner described in Section 3.9) or replace outstanding Letters of Credit. The application of any prepayment pursuant to Section 2.6 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Revolving Loans under Section 2.6 (except in the case of Revolving Loans that are ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.
Mandatory Prepayments and Commitment Reductions. (i) If, at any time, the total Revolving Credit Exposures exceeds the Loan Limit (including, without limitation, after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), or otherwise), then the Borrower shall, without notice or demand, (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction of the total Commitments after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination or reduction and (2) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limit.
(ii) If, during any fiscal year of the Borrower, any Relevant Party receives Net Cash Proceeds from any Asset Sale or Recovery Event, and the amount of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments ...
Mandatory Prepayments and Commitment Reductions. 27 2.13 Conversion and Continuation Options........................... 28 2.14 Minimum Amounts and Maximum Number of Eurodollar Tranches.....
Mandatory Prepayments and Commitment Reductions. (a) If for any reason the Total Revolving Extensions of Credit at any time exceed the Total Revolving Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an amount not less than the applicable Minimum Collateral Amount multiplied by such excess amount; provided, however, that, subject to Section 2.24(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless after the prepayment in full of the Loans, Total Revolving Extensions of Credit exceed the Total Revolving Commitments then in effect.
(b) If on any date a Trigger Event has occurred and is continuing, the Borrower shall prepay Loans and Cash Collateralize the L/C Obligations as set forth in Section 2.25(b).
(c) The application of any prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.9 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.
Mandatory Prepayments and Commitment Reductions. (i) If any Capital Stock (other than stock, stock options and other equity based awards granted directly or indirectly to employees, officers, consultants or directors, directors’ qualifying shares and stock issued to another Group Member or in connection with an acquisition by the Borrower or any of its Subsidiaries otherwise permitted by this Agreement) shall be issued by any Group Member, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans as set forth in Section 2.9(c).
(ii) [Intentionally omitted]
(b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 50% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 2.9(c); 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 prepayment of the Term Loans as set forth in Section 2.9(c).
(c) Amounts to be applied in connection with prepayments made pursuant to Section 2.9 shall be applied to the prepayment of the Term Loans in accordance with Section 2.15(b). The application of any prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.9 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.
Mandatory Prepayments and Commitment Reductions. Mandatory repayments of Term Loans (and after all Term Loans have been repaid, mandatory reductions to the commitments under the Revolving Credit Facility except with respect to clause (iv) below) shall be required in an amount equal to (i) 100% of the net cash proceeds from any issuance or incurrence of funded debt by the Borrower or any of its subsidiaries, subject to customary exceptions to be agreed upon, (ii) 100% of the net cash proceeds from equity issuances and capital contributions, subject to customary exceptions to be agreed upon, (iii) 100% of the net sale proceeds from asset sales by the Borrower or any of its subsidiaries, subject to customary exceptions to be agreed upon, (iv) 75% of annual excess cash flow (to be defined to the satisfaction of BTCo) and (v) 100% of insurance and condemnation proceeds, with certain reinvestment rights to be agreed upon. Mandatory repayments of the Term Loans shall be applied to reduce the then remaining scheduled amortizations of the Term Loans on pro rata basis. In addition, (x) Revolving Loans shall be required to be prepaid (and Letters of Credit cash collateralized) if at any time the aggregate principal amount thereof exceeds either the total Revolving Credit Facility commitments or the Borrowing Base, in each case with such prepayment (and/or cash collateralization) to be in an amount equal to such excess and (y) unless the Required Lenders otherwise agree, all Loans shall be required to be repaid in full and all commitments in respect of the Credit Facilities shall terminate upon the occurrence of a "change of control" of the Borrower (to be defined to the satisfaction of BTCo).
