Common use of Mandatory Prepayments and Commitment Reductions Clause in Contracts

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).

Mandatory Prepayments and Commitment Reductions. Mandatory repayments of Term Loans (and after all Term Loans have been repaida) Unless the ----------------------------------------------- Majority Lenders shall otherwise agree, mandatory reductions to the commitments under the Revolving Credit Facility except with respect to clause (iv) below) if any Capital Stock or Indebtedness shall be required in an amount equal to (i) 100% of the net cash proceeds from any issuance issued or incurrence of funded debt incurred by the Borrower or any of its subsidiariesSubsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement and excluding any Capital Stock of the Borrower issued to any Person that is a member of the Borrower on the date hereof), subject an amount equal 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 Net Cash Proceeds thereof shall be agreed upon, (iii) 100% applied on the date of such issuance or incurrence toward the permanent reduction of the net sale proceeds from asset sales by Revolving Commitments. (b) Unless the Majority Lenders shall otherwise agree, if on any date the Borrower or any of its subsidiariesSubsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, subject to customary exceptions to unless a Reinvestment Notice shall be agreed upondelivered in respect thereof, (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 such Net Cash Proceeds shall be applied to reduce on such date toward the then remaining scheduled amortizations permanent reduction of the Term Loans Revolving Commitments; provided, -------- that, notwithstanding the foregoing, on pro rata basis. In additioneach Reinvestment Prepayment Date, (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 Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be required to be repaid in full and all commitments in respect applied toward the permanent reduction of the Credit Facilities shall terminate upon the occurrence of a "change of control" Revolving Commitments. (c) Each prepayment of the Borrower (to Loans under this Section shall be defined accompanied by accrued interest to the satisfaction date of BTCo)such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. Mandatory repayments In addition to the amortization set forth above, (a) all net cash proceeds (i) from sales of Term Loans property and assets of the Borrower and its subsidiaries (excluding sales of inventory in the ordinary course of business and other exceptions to be agreed in the loan documentation, and subject to a reinvestment provision to be agreed (including with respect to refranchising proceeds)) and (ii) of Extraordinary Receipts (to be defined in the loan documentation and to exclude cash receipts in the ordinary course of business, and subject to a reinvestment provision to be agreed) and (b) 50% of Excess Cash Flow (to be defined in the loan documentation) of the Borrower and its subsidiaries shall be applied to the prepayment of (and after all Term Loans have been repaidpermanent reduction of the commitments under) the Senior Credit Facilities in the following manner with exceptions to be agreed in the loan documentation: first, mandatory reductions ratably to the commitments under principal repayment installments of the Term Facilities on a pro rata basis, and second, to the Revolving Credit Facility except with respect to clause (iv) below) shall be required in an amount equal to (i) 100% of the Facility; and All net cash proceeds from any the issuance or incurrence after the Closing Date of funded additional equity interests in or debt by of the Borrower or any of its subsidiariessubsidiaries otherwise permitted under the loan documentation, 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 prepayment of (and permanent reduction of the commitments under) the Senior Credit Facilities in the following manner: first, to the principal repayment of the Term Loans Loan C Facility, second, ratably to the principal repayment installments of the Term Loan B Facility on a pro rata basis. In addition, (x) Revolving Loans shall be required and third, 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)Facility.

Mandatory Prepayments and Commitment Reductions. Mandatory repayments of Term Loans (and after all Term Loans have been repaida) Unless the Required Prepayment Lenders shall otherwise agree, mandatory reductions to if on any date 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 Company or any of its subsidiariesSubsidiaries shall receive Net Cash Proceeds from any Asset Sale (which, subject to customary exceptions to be agreed uponfor the avoidance of doubt, (iidoes not include any Disposition of Investments permitted under Section 6.5(b)) 100% or Recovery Event then on the date of the net cash proceeds from equity issuances and capital contributionsreceipt of such Net Cash Proceeds, 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 prepaid, and upon prepayment in full of the Term Loans, the Revolving Credit Outstandings shall be reduced, by an amount equal to the amount of such Net Cash Proceeds, as set forth in clause (c) below. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5. (b) Mandatory prepayments pursuant to this Section 2.10 shall be without premium or penalty, except that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 2.19. (c) All mandatory prepayments pursuant to this Section 2.10 shall be applied first, to reduce repay the then remaining scheduled amortizations outstanding principal balance of the Term Loans on pro rata basis. In addition, (x) Revolving until such Term 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 have been repaid in full and all commitments in respect then, to repay outstanding principal balance of the Revolving Credit Facilities Loans until such Revolving Credit Loans have been repaid in full. All repayments of Revolving Credit Loans required to be made pursuant to this Section 2.10 shall terminate upon the occurrence of result in a "change of control" permanent reduction of the Borrower (to be defined to the satisfaction of BTCo)Total Revolving Credit Commitments.

Mandatory Prepayments and Commitment Reductions. Mandatory repayments (i) If at any time the outstanding balance of Term Loans the Revolving Loan exceeds the lesser of (A) the Maximum Amount and after all Term Loans have been repaid, mandatory reductions to the commitments under (B) the Revolving Credit Facility except with respect Availability, Borrower shall immediately repay the outstanding Revolving Credit Advances to clause the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. (ivii) belowImmediately upon receipt by any Credit Party of proceeds of any asset disposition (including condemnation proceeds, but excluding proceeds of asset dispositions permitted by Section 6.8(a) or (b)), Borrower shall be required prepay the Loans in an amount equal to the amount by which all such proceeds, net of (i1) 100% commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (2) transfer taxes, (3) amounts payable to holders of senior Liens (to the net cash extent such Liens constitute Permitted Encumbrances hereunder), if any, and (4) an appropriate reserve for income taxes in accordance with GAAP in connection therewith, exceeds $1,500,000 in any Fiscal Year; provided that such prepayments shall be made in increments of $100,000 only (any amount not paid as a result of this requirement shall be accumulated and paid when the aggregate amount of such accumulation shall meet the required prepayment increment). For the purposes of this Section 1.3(b)(ii)(A), the Credit Parties shall not be deemed to have received proceeds from of any issuance disposition permitted pursuant to Section 6.8(c) or incurrence (d) to the extent that such proceeds are redeployed to replace the asset disposed of funded debt in the manner and within the time period provided in such sections. To the extent that such proceeds are not so redeployed within such time period, such proceeds shall be deemed received by the Borrower or any Credit Parties upon the expiration of its subsidiaries, subject to customary exceptions to such period. Any such prepayment shall be agreed upon, applied in accordance with clause (iic) 100% of the net cash proceeds from equity issuances and capital contributions, subject to customary exceptions to be agreed upon, below. (iii) 100% If any Credit Party issues Stock or any Indebtedness, other than stock or Indebtedness issued as a part of the net sale proceeds from asset sales by consideration for a Permitted Acquisition and other than Indebtedness permitted pursuant to Section 6.3, then no later than the Borrower or any Business Day following the date 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 receipt of the Term Loans proceeds thereof, Borrower shall be applied to reduce prepay 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 Loan in an amount equal to all such excess proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with clause (yc) unless below. (iv) Notwithstanding anything else in this Agreement to the Required Lenders otherwise agreecontrary, all Loans Obligations shall be required to be repaid in full due and payable, and all commitments Letters of Credit (or standby guarantees therefor) shall be cancelled or returned or cash collateralized in respect of accordance with Annex B, on the Credit Facilities shall terminate upon the occurrence of a "change of control" of the Borrower (to be defined to the satisfaction of BTCo)Commitment Termination Date.