Common use of Mandatory Prepayments of Revolving Credit Loans Clause in Contracts

Mandatory Prepayments of Revolving Credit Loans. (i) ASSET SALE PROCEEDS. No later than one hundred eighty (180) days following the receipt by any Loan Party, the Borrower shall make mandatory principal prepayments of the Revolving Credit Loans in the manner set forth in SECTION 2.05(d)(iii) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from the Disposition or series of related Dispositions of assets by any Loan Party permitted pursuant to SECTION 8.05(k) AND (l) (the "DISPOSITION PROCEEDS"); PROVIDED that any prepayment required pursuant to this SECTION 2.05(d)(i) with respect to any Disposition Proceeds of less than $5,000,000 (any such amounts, the "DEFERRED PROCEEDS") may be deferred until such time as the aggregate amount of all such Deferred Proceeds that have not previously been reinvested or applied to prepay Revolving Credit Loans equals or exceeds $5,000,000, PROVIDED, FURTHER, if the Borrower shall deliver to the Administrative Agent an officer's certificate to the effect that the Borrower and the Subsidiaries intend to apply Disposition Proceeds within 180 days after receipt of such Disposition Proceeds, to make Permitted Acquisitions or to acquire real property, equipment or other assets to be used in the business of the Borrower and the Subsidiaries, and certifying that no Default or Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of such event except to the extent that any Disposition Proceeds have not been so applied at the end of such 180-day period, at which time a prepayment shall be required in an amount equal to such Disposition Proceeds that have not been so applied. Notwithstanding any of the foregoing to the contrary, upon and during the continuance of a Default under SECTION 10.1(a) and upon notice from the Administrative Agent, all Disposition Proceeds received by any Loan Party shall be applied to make prepayments of the Loans, such prepayments to be made within the later to occur of three (3) Business Days after the date of receipt of Disposition Proceeds of any such transaction and the occurrence of any such Default.

Mandatory Prepayments of Revolving Credit Loans. (a) If at any time the aggregate principal amount of the outstanding Revolving Credit Loans plus the aggregate Letter of Credit Outstandings exceeds the lesser of (x) the Total Revolving Credit Commitment and (y) the Borrowing Base, the Borrower will within one (1) Business Day (i) ASSET SALE PROCEEDS. No later than one hundred eighty (180) days following the receipt by any Loan Party, the Borrower shall make mandatory principal prepayments of prepay the Revolving Credit Loans in an amount necessary to cause the manner set forth in SECTION 2.05(d)(iii) below in amounts aggregate principal amount of the outstanding Revolving Credit Loans plus the aggregate Letter of Credit Outstandings, including unreimbursed draws, to be equal to one hundred percent or less than the lesser of (100%x) the Total Revolving Credit Commitment and (y) the Borrowing Base, and (ii) if, after giving effect to the prepayment in full of the Revolving Credit Loans, the aggregate Net Cash Proceeds from Letter of Credit Outstandings in excess of the Disposition amount of cash held in the Letter of Credit Account exceeds the lesser of (x) the Total Revolving Credit Commitment or series (y) the Borrowing Base, deposit into the Letter of related Dispositions Credit Account an amount equal to 105% of assets the amount by any Loan Party permitted pursuant to SECTION 8.05(kwhich the aggregate Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account so exceeds the lesser of (x) AND the Total Revolving Credit Commitment or (ly) (the "DISPOSITION PROCEEDS"); PROVIDED that any prepayment required Borrowing Base. Any such amount deposited in the Letter of Credit Account pursuant to this SECTION 2.05(d)(iSection 2.15(a) with respect to any Disposition Proceeds of less than $5,000,000 (any such amountsshall, the "DEFERRED PROCEEDS") may be deferred until such time as the aggregate amount of all such Deferred Proceeds that have not previously been reinvested or applied to prepay Revolving Credit Loans equals or exceeds $5,000,000, PROVIDED, FURTHER, if the Borrower shall deliver to the Administrative Agent unless an officer's certificate to the effect that the Borrower and the Subsidiaries intend to apply Disposition Proceeds within 180 days after receipt of such Disposition Proceeds, to make Permitted Acquisitions or to acquire real property, equipment or other assets to be used in the business of the Borrower and the Subsidiaries, and certifying that no Default or Event of Default has occurred and is continuing, then no prepayment shall be required pursuant made available or refunded to this paragraph in respect of such event except the Borrower by the Revolving Administrative Agent to the extent that at any Disposition Proceeds have not been so applied at time the end lesser of such 180-day period, at which time a prepayment shall be required in an (x) the Total Revolving Credit Commitment and (y) the Borrowing Base exceeds the aggregate principal amount equal to such Disposition Proceeds that have not been so applied. Notwithstanding any of the foregoing to outstanding Revolving Credit Loans plus the contrary, upon and during the continuance aggregate Letter of a Default under SECTION 10.1(aCredit Outstandings. (b) and upon notice from the Administrative Agent, all Disposition Proceeds received by any Loan Party shall be applied to make prepayments of the Loans, such prepayments to be made within the later to occur of Within three (3) Business Days after the date of receipt by a Group Member of Disposition the Net Cash Proceeds of any Asset Sale or Recovery Event that results from the sale or other disposition of Accounts that are Collateral or Inventory that is Collateral, an amount equal to 100% of such transaction Net Cash Proceeds shall be applied to prepay the Revolving Credit Loans then outstanding. No prepayment made pursuant to this Section 2.15(b) shall reduce the Total Revolving Credit Commitment, and amounts prepaid pursuant to this Section 2.15(b) may be reborrowed, subject to the other terms and conditions hereof. (c) Without duplication of any prepayment of the Revolving Credit Loans made pursuant to Section 2.15(a) or 2.15(b), at the close of each Business Day during each Sweep Period the Revolving Administrative Agent shall apply any amounts then on deposit in the Concentration Account to prepay the Revolving Credit Loans then outstanding, subject to the provisions of Sections 2.20(b) and 2.20(c), and the occurrence of any such DefaultBorrower hereby authorizes the Revolving Administrative Agent to do so. No prepayment made pursuant to this Section 2.15(c) shall reduce the Total Revolving Credit Commitment, and amounts prepaid pursuant to this Section 2.15(c) may be reborrowed, subject to the other terms and conditions hereof.

Mandatory Prepayments of Revolving Credit Loans. (a) If at any time the aggregate principal amount of the outstanding Revolving Credit Loans plus the aggregate R/C Letter of Credit Outstandings exceeds the lesser of (x) the Total Revolving Credit Commitment and (y) the Borrowing Base, the Borrower will within one (1) Business Day (i) ASSET SALE PROCEEDS. No later than one hundred eighty (180) days following the receipt by any Loan Party, the Borrower shall make mandatory principal prepayments of prepay the Revolving Credit Loans in an amount necessary to cause the manner set forth in SECTION 2.05(d)(iii) below in amounts aggregate principal amount of the outstanding Revolving Credit Loans plus the aggregate R/C Letter of Credit Outstandings, including unreimbursed draws, to be equal to one hundred percent or less than the lesser of (100%x) the Total Revolving Credit Commitment and (y) the Borrowing Base, and (ii) if, after giving effect to the prepayment in full of the Revolving Credit Loans, the aggregate Net Cash Proceeds from R/C Letter of Credit Outstandings in excess of the Disposition amount of cash held in the R/C Letter of Credit Account exceeds the lesser of (x) the Total Revolving Credit Commitment or series (y) the Borrowing Base, deposit into the R/C Letter of related Dispositions Credit Account an amount equal to 105% of assets the amount by any Loan Party permitted pursuant to SECTION 8.05(kwhich the aggregate R/C Letter of Credit Outstandings in excess of the amount of cash held in the R/C Letter of Credit Account so exceeds the lesser of (x) AND the Total Revolving Credit Commitment or (ly) (the "DISPOSITION PROCEEDS"); PROVIDED that any prepayment required Borrowing Base. Any such amount deposited in the R/C Letter of Credit Account pursuant to this SECTION 2.05(d)(iSection 2.15(a) with respect to any Disposition Proceeds of less than $5,000,000 (any such amountsshall, the "DEFERRED PROCEEDS") may be deferred until such time as the aggregate amount of all such Deferred Proceeds that have not previously been reinvested or applied to prepay Revolving Credit Loans equals or exceeds $5,000,000, PROVIDED, FURTHER, if the Borrower shall deliver to the Administrative Agent unless an officer's certificate to the effect that the Borrower and the Subsidiaries intend to apply Disposition Proceeds within 180 days after receipt of such Disposition Proceeds, to make Permitted Acquisitions or to acquire real property, equipment or other assets to be used in the business of the Borrower and the Subsidiaries, and certifying that no Default or Event of Default has occurred and is continuing, then no prepayment shall be required pursuant made available or refunded to this paragraph in respect of such event except the Borrower by the Revolving Administrative Agent to the extent that at any Disposition Proceeds have not been so applied at time the end lesser of such 180-day period, at which time a prepayment shall be required in an (x) the Total Revolving Credit Commitment and (y) the Borrowing Base exceeds the aggregate principal amount equal to such Disposition Proceeds that have not been so applied. Notwithstanding any of the foregoing to outstanding Revolving Credit Loans plus the contrary, upon and during the continuance aggregate R/C Letter of a Default under SECTION 10.1(aCredit Outstandings. (b) and upon notice from the Administrative Agent, all Disposition Proceeds received by any Loan Party shall be applied to make prepayments of the Loans, such prepayments to be made within the later to occur of Within three (3) Business Days after the date of receipt by a Group Member of Disposition the Net Cash Proceeds of any Asset Sale or Recovery Event that results from the sale or other disposition of Accounts that are Collateral or Inventory that is Collateral, an amount equal to 100% of such transaction Net Cash Proceeds shall be applied to prepay the Revolving Credit Loans then outstanding. No prepayment made pursuant to this Section 2.15(b) shall reduce the Total Revolving Credit Commitment, and amounts prepaid pursuant to this Section 2.15(b) may be reborrowed, subject to the other terms and conditions hereof. (c) Without duplication of any prepayment of the Revolving Credit Loans made pursuant to Section 2.15(a) or 2.15(b), at the close of each Business Day during each Sweep Period the Revolving Administrative Agent shall apply any amounts then on deposit in the Concentration Account to prepay the Revolving Credit Loans then outstanding, subject to the provisions of Sections 2.20(b) and 2.20(c), and the occurrence of any such DefaultBorrower hereby authorizes the Revolving Administrative Agent to do so. No prepayment made pursuant to this Section 2.15(c) shall reduce the Total Revolving Credit Commitment, and amounts prepaid pursuant to this Section 2.15(c) may be reborrowed, subject to the other terms and conditions hereof.

Mandatory Prepayments of Revolving Credit Loans. (a) If at any time the aggregate principal amount of the outstanding Revolving Credit Loans and Swing Line Loans plus the aggregate R/C Letter of Credit Outstandings exceeds the lesser of (x) the Total Revolving Credit Commitment or (y) the Borrowing Base, the Borrower will within one (1) Business Day (i) ASSET SALE PROCEEDS. No later prepay the Revolving Credit Loans and Swing Line Loans (by prepaying Swing Line Loans first, until all outstanding Swing Line Loans are prepaid, and then prepaying Revolving Credit Loans) in an amount necessary to cause the aggregate principal amount of the outstanding Revolving Credit Loans and Swing Line Loans plus the aggregate R/C Letter of Credit Outstandings, including unreimbursed draws, to be equal to or less than one hundred eighty the lesser of (180x) days following the receipt by any Loan PartyTotal Revolving Credit Commitment and (y) the Borrowing Base, and (ii) if, after giving effect to the Borrower shall make mandatory principal prepayments prepayment in full of the Revolving Credit Loans and Swing Line Loans, the aggregate R/C Letter of Credit Outstandings in excess of the amount of cash held in the manner set forth in SECTION 2.05(d)(iiiR/C Letter of Credit Account exceeds the lesser of (x) below in amounts the Total Revolving Credit Commitment or (y) the Borrowing Base, deposit into the R/C Letter of Credit Account an amount equal to one hundred percent (100%) 105% of the amount by which the aggregate Net Cash Proceeds from R/C Letter of Credit Outstandings in excess of the Disposition amount of cash held in the R/C Letter of Credit Account so exceeds the lesser of (x) the Total Revolving Credit Commitment or series (y) the Borrowing Base. Any such amount deposited in the R/C Letter of related Dispositions of assets by any Loan Party permitted pursuant to SECTION 8.05(k) AND (l) (the "DISPOSITION PROCEEDS"); PROVIDED that any prepayment required Credit Account pursuant to this SECTION 2.05(d)(iSection 2.15(a) with respect to any Disposition Proceeds of less than $5,000,000 (any such amountsshall, the "DEFERRED PROCEEDS") may be deferred until such time as the aggregate amount of all such Deferred Proceeds that have not previously been reinvested or applied to prepay Revolving Credit Loans equals or exceeds $5,000,000, PROVIDED, FURTHER, if the Borrower shall deliver to the Administrative Agent unless an officer's certificate to the effect that the Borrower and the Subsidiaries intend to apply Disposition Proceeds within 180 days after receipt of such Disposition Proceeds, to make Permitted Acquisitions or to acquire real property, equipment or other assets to be used in the business of the Borrower and the Subsidiaries, and certifying that no Default or Event of Default has occurred and is continuing, then no prepayment shall be required pursuant made available or refunded to this paragraph in respect of such event except the Borrower by the Administrative Agent to the extent that at any Disposition Proceeds have not been so applied at time the end lesser of such 180-day period, at which time a prepayment shall be required in an (x) the Total Revolving Credit Commitment and (y) the Borrowing Base exceeds the aggregate principal amount equal to such Disposition Proceeds that have not been so applied. Notwithstanding any of the foregoing to outstanding Revolving Credit Loans and Swing Line Loans plus the contrary, upon and during the continuance aggregate R/C Letter of a Default under SECTION 10.1(aCredit Outstandings. (b) and upon notice from the Administrative Agent, all Disposition Proceeds received by any Loan Party shall be applied to make prepayments of the Loans, such prepayments to be made within the later to occur of Within three (3) Business Days after the date of receipt by a Group Member of Disposition the Net Cash Proceeds of any Asset Sale or Recovery Event that results from the sale or other disposition of Accounts that are Collateral or Inventory that is Collateral, an amount equal to 100% of such transaction Net Cash Proceeds shall be applied to prepay the Revolving Credit Loans and Swing Line Loans then outstanding (by prepaying Swing Line Loans first, until all outstanding Swing Line Loans are prepaid, and then prepaying Revolving Credit Loans). No prepayment made pursuant to this Section 2.15(b) shall reduce the Total Revolving Credit Commitment, and amounts prepaid pursuant to this Section 2.15(b) may be reborrowed, subject to the other terms and conditions hereof. (c) Without duplication of any prepayment of the Revolving Credit Loans and the occurrence Swing Line Loans made pursuant to Sections 2.15(a) or 2.15(b), at the close of each Business Day during each Sweep Period the Administrative Agent shall apply any such Defaultamounts then on deposit in the Concentration Account to prepay the Revolving Credit Loans and Swing Line Loans then outstanding (by prepaying Swing Line Loans first, until all outstanding Swing Line Loans are prepaid, and then prepaying Revolving Credit Loans), subject to the provisions of Sections 2.20(b) and 2.20(c), and the Borrower hereby authorizes the Administrative Agent to do so. No prepayment made pursuant to this Section 2.15(c) shall reduce the Total Revolving Credit Commitment, and amounts prepaid pursuant to this Section 2.15(c) may be reborrowed, subject to the other terms and conditions hereof.

Mandatory Prepayments of Revolving Credit Loans. (i) ASSET SALE PROCEEDS. No later than one hundred eighty (180) days following Concurrently with the receipt by the Borrower or any Loan PartySubsidiary of any Specified Revolver Proceeds, the Borrower shall make mandatory principal prepayments of the prepay Revolving Credit Loans in the manner set forth in SECTION 2.05(d)(iiiby an amount (rounded down, if necessary, to an integral multiple of $500,000) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from the Disposition or series of related Dispositions of assets by any Loan Party permitted pursuant to SECTION 8.05(k) AND (l) (the "DISPOSITION PROCEEDS"); PROVIDED that any prepayment required pursuant to this SECTION 2.05(d)(i) with respect to any Disposition Proceeds of less than $5,000,000 (any such amounts, the "DEFERRED PROCEEDS") may be deferred until such time as the aggregate amount of all Specified Revolver Proceeds received on or after the Closing Date (including such Deferred Specified Revolver Proceeds) minus all Specified Revolver Proceeds that have not previously been reinvested or applied to prepay Revolving Credit Loans equals pursuant to this clause (c). ---------- (ii) Concurrently with the receipt by the Borrower or exceeds $5,000,000any Subsidiary of any Net Cash Proceeds from the issuance of any Indebtedness (other than Indebtedness permitted to be incurred by Section 8.2), PROVIDED, FURTHER, if the Borrower shall deliver prepay ----------- Revolving Credit Loans by an amount (rounded down, if necessary, to an integral multiple of $500,000) equal to the Administrative Agent an officer's certificate aggregate amount of all Net Cash Proceeds received from all such issuances after the Closing Date minus any portion thereof previously or concurrently applied to the effect that the Borrower and the Subsidiaries intend to apply Disposition Proceeds within 180 days after receipt of such Disposition Proceeds, to make Permitted Acquisitions prepay Term Loans or to acquire real property, equipment or other assets to be used in the business of the Borrower and the Subsidiaries, and certifying that no Default or Event of Default has occurred and is continuing, then no prepayment shall be required prepay Revolving Credit Loans pursuant to this paragraph clause (c). ---------- (iii) Concurrently with the receipt by the Borrower or any Subsidiary of any Net Cash Proceeds from the issuance of any equity securities (other than any issuance of equity securities in respect connection with a Permitted Acquisition, the exercise of warrants or employee stock options or the Borrower's employee stock purchase plan), the Borrower shall prepay Revolving Credit Loans by an amount (rounded down, if necessary, to an integral multiple of $500,000) equal to 50% of the aggregate amount of all Net Cash Proceeds received from all such event except issuances after the Closing Date minus any portion thereof previously or concurrently applied to prepay Term Loans or to prepay Revolving Credit Loans pursuant to this clause (c). ---------- (iv) Concurrently with the extent that any Disposition Proceeds have not been so applied at delivery of the Compliance Certificate as of the end of such 180-day periodany fiscal year, at which time a prepayment the Borrower shall be required in prepay Revolving Credit Loans by an amount (rounded down, if necessary, to an integral multiple of $500,000) equal to the Specified Percentage of Excess Cash Flow for such Disposition Proceeds that have not been so applied. Notwithstanding fiscal year minus any of the foregoing portion thereof required to the contrary, upon and during the continuance of a Default under SECTION 10.1(a) and upon notice from the Administrative Agent, all Disposition Proceeds received by any Loan Party shall be applied to make prepayments prepay Term Loans. The application of the Loans, such prepayments any prepayment pursuant to this Section 4.3 shall be made within as ----------- the later Borrower shall direct or, in the absence of such direction, first to occur applicable Base Rate Loans and second to applicable Eurodollar Loans. Each prepayment of three (3) Business Days after Loans under this Section 4.3 shall be accompanied by accrued ----------- interest to the date of receipt of Disposition Proceeds of any such transaction and prepayment on the occurrence of any such Default.amount prepaid. Prepayments made pursuant to this Section 4.3 shall be made in accordance with Section 4.10. ----------- ------------