Common use of Mandatory Prepayments of Revolving Loans Clause in Contracts

Mandatory Prepayments of Revolving Loans. (i) Immediately, if at any time the Credit Facility Outstandings under any Credit Facility, the Euro Subfacility or the Sterling Subfacility are greater than the Maximum Credit Amount for such Credit Facility, the Euro Subfacility or the Sterling Subfacility, as applicable, the applicable Borrower or Borrowers shall make a mandatory repayment of such Credit Facility Outstandings in an aggregate amount sufficient to reduce any such excess to zero, such amounts to be applied to the Obligations of the Borrower or Borrowers making such payments in accordance with SECTION 3.02. In addition, if at any time the Maximum Credit Amount for any Credit Facility is less than the amount of contingent Letter of Credit Obligations outstanding under such Credit Facility at such time, the applicable Borrower or Borrowers agree to deposit and maintain Cash Collateral in the applicable Cash Collateral Account in a Dollar Equivalent amount equal to the amount by which such Letter of Credit Obligations exceed such Maximum Credit Amount. (ii) Subject to SECTION 3.06, prior to 1:00 p.m. (New York time), with respect to payments under the Domestic Facility, and 4:00 p.m. (London time), with respect to payments under the Multicurrency Facility, on each Business Day, from funds on deposit in (A) (x) the Domestic Concentration Account and (y) if necessary to repay in full all Credit Facility Outstandings under the Domestic Facility, the Domestic Cash Collateral Account, and (B) (x) the Multicurrency Concentration Accounts and (y) if necessary to repay in full all Credit Facility Outstandings under the Multicurrency Facility, the Multicurrency Cash Collateral Accounts, the Administrative Agent shall transfer funds in accordance with SECTION 3.06 and thereby cause (1) the Domestic Borrowers (in the case of CLAUSE (A) above) to make a mandatory repayment of the Credit Facility Outstandings owing by such Domestic Borrowers on such Business Day in an amount equal to: FIRST, any and all Non Pro Rata Fundings made to such Borrowers on a pro rata basis, SECOND, any and all outstanding Protective Advances made on behalf of such Borrowers, THIRD, any and all outstanding Swing Loans made to such Borrowers, FOURTH, any and all outstanding Revolving Loans made to such Borrowers, and FIFTH, the repayment of the Credit Facility Outstandings and other Obligations owing by such Borrowers then outstanding, in each case in accordance with the applicable provisions of SECTION 3.02, and (2) the Multicurrency Borrowers (in the case of CLAUSE (B) above) to make a mandatory repayment of the Credit Facility Outstandings owing by such Multicurrency Borrowers on such Business Day in an amount equal to: FIRST, any and all Non Pro Rata Fundings made to such Borrowers on a pro rata basis, SECOND, any and all outstanding Protective Advances made on behalf of such Borrowers, THIRD, any outstanding Multicurrency Revolving Loans then due and payable, FOURTH, any and all outstanding Overdraft Loans made to such Multicurrency Borrowers, FIFTH, any and all outstanding Revolving Loans made to such Multicurrency Borrowers, and SIXTH, the repayment of the Credit Facility Outstandings and other Obligations owing by such Multicurrency Borrowers then outstanding, in each case in accordance with the applicable provisions of SECTION 3.02. (iii) Immediately (or, in the case of Net Cash Proceeds of Sale under SECTION 8.13(b), five (5) Business Days) after any Borrower's or any Borrower Subsidiary's receipt of any Net Cash Proceeds of Sale, each Borrower receiving, or the Subsidiary of which has received, such Net Cash Proceeds of Sale agrees to make or cause to be made a mandatory prepayment of its Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds of Sale, such amounts to be applied to the Obligations of the (A) if such Borrower is a Domestic Borrower, the Domestic Borrowers and the Multicurrency Borrowers, and (B) if such Borrower is a Multicurrency Borrower, the Multicurrency Borrowers, in each case, in accordance with SECTION 3.02. Each mandatory prepayment required to be paid by any Borrower by this SECTION 3.01(b)(iii) shall be allocated and applied FIRST, to the repayment of the Revolving Loans owed by the applicable Borrowers; SECOND, to any remaining non-contingent Obligations of the applicable Borrowers; and THEN, to the extent any such Obligations are contingent, deposited in the applicable Cash Collateral Account as Cash Collateral in respect of such contingent Obligations. Each mandatory prepayment required to be paid by any Borrower by this SECTION 3.01(b)(iii) shall be followed by a corresponding permanent reduction of the Commitments under the Credit Facility applicable to such Borrower in an amount equal to the related Net Cash Proceeds of Sale which have not been reinvested in Additional Assets on or before the one-year anniversary of the receipt of such Net Cash Proceeds of Sale, with such reduction taking effect on the one year anniversary after such receipt; provided, however, that such reduction shall take effect prior to such date if the applicable Borrower notifies the Administrative Agent that it does not intend to reinvest such Net Cash Proceeds of Sale in Additional Assets (all such reductions shall reduce the aggregate Commitments of each Lender (and where applicable, its Affiliate) proportionately in accordance with its (or their, where applicable) aggregate Pro Rata Share of all Credit Facilities. (iv) Immediately after any Borrower's or any of the Borrower Subsidiaries receipt of any Net Cash Proceeds of Issuance of Equity Securities or Indebtedness, each Borrower receiving, or the Subsidiary of which has received, such Net Cash Proceeds of Issuance of Equity Securities or Indebtedness agrees to make or cause to be made a mandatory prepayment of its Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds of Issuance of Equity Securities or Indebtedness. Each mandatory prepayment required to be paid by any Borrower by this SECTION 3.01(b)(iv) shall be allocated and applied FIRST, to the repayment of the Revolving Loans owed by such Borrower; SECOND, to any remaining non-contingent Obligations of such Borrower; and THEN, to the extent any such Obligations are contingent, deposited in the applicable Cash Collateral Account as Cash Collateral in respect of such contingent Obligations, in each case in accordance with the applicable provisions of SECTION 3.

Mandatory Prepayments of Revolving Loans. (i) Immediately, if at any time the Credit Facility Outstandings under any Credit Facility, the Euro Subfacility or the Sterling Subfacility Facility are greater than the Maximum Credit Amount for such Credit Facility, the Euro Subfacility or the Sterling Subfacility, as applicable, the applicable Borrower or Borrowers shall make a mandatory repayment of such Credit Facility Outstandings in an aggregate amount sufficient to reduce any such excess to zero, such amounts to be applied to the Obligations of the Borrower or Borrowers making such payments in accordance with SECTION Section 3.02. In addition, if at any time the Maximum Credit Amount for any Credit Facility is less than the amount of contingent Letter of Credit Obligations outstanding under such Credit Facility at such time, the applicable Borrower or Borrowers agree to deposit and maintain Cash Collateral in the applicable Cash Collateral Account in a Dollar Equivalent amount equal to the amount by which such Letter of Credit Obligations exceed such Maximum Credit Amount. (ii) Subject to SECTION 3.06, prior Prior to 1:00 p.m. (New York time), with respect to payments under the Domestic Facility, and 4:00 2:00 p.m. (London time), with respect to payments under the Multicurrency Facility, on each Business Day, from funds on deposit in (A) (x) the Domestic Concentration Account and (y) if necessary to repay in full all Credit Facility Outstandings under the Domestic Facility, the Domestic Cash Collateral Account, and (B) (x) the Multicurrency Concentration Accounts and (y) if necessary to repay in full all Credit Facility Outstandings under the Multicurrency Facility, the Multicurrency Cash Collateral Accounts, the Administrative Agent shall transfer funds in accordance with SECTION Section 3.06 and thereby cause (1) the Domestic Borrowers (in the case of CLAUSE clause (A) above) to make a mandatory repayment of the Credit Facility Outstandings owing by such Domestic Borrowers on such Business Day in an amount equal to: FIRSTfirst, any and all Non Pro Rata Fundings made to such Borrowers on a pro rata basis[RESERVED], SECONDsecond, any and all outstanding Protective Advances made on behalf of such Borrowers, THIRDthird, any and all outstanding Swing Loans made to such Borrowers, FOURTHfourth, any and all outstanding Revolving Loans made to such Borrowers, and FIFTHfifth, the repayment of the Credit Facility Outstandings and other Obligations owing by such Borrowers then outstanding, in each case in accordance with the applicable provisions of SECTION Section 3.02, and (2) the Multicurrency Borrowers (in the case of CLAUSE clause (B) above) to make a mandatory repayment of the Credit Facility Outstandings owing by such Multicurrency Borrowers on such Business Day in an amount equal to: FIRSTfirst, any and all Non Pro Rata Fundings made to such Borrowers on a pro rata basis[RESERVED], SECONDsecond, any and all outstanding Protective Advances made on behalf of such Borrowers, THIRDthird, any outstanding Multicurrency Revolving Loans then due and payable[RESERVED], FOURTHfourth, any and all outstanding Overdraft Loans made to such Multicurrency Borrowers, FIFTHfifth, any and all outstanding Revolving Loans made to such Multicurrency Borrowers, and SIXTHsixth, the repayment of the Credit Facility Outstandings and other Obligations owing by such Multicurrency Borrowers then outstanding, in each case in accordance with the applicable provisions of SECTION Section 3.02. (iii) Immediately (or, in the case of Net Cash Proceeds of Sale under SECTION 8.13(b), five (5) Business Days) after any Borrower's or any Borrower Subsidiary's receipt of any Net Cash Proceeds of Sale, each Borrower receiving, or the Subsidiary of which has received, such Net Cash Proceeds of Sale agrees to make or cause to be made a mandatory prepayment of its Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds of Sale, such amounts to be applied to the Obligations of the (A) if such Borrower is a Domestic Borrower, the Domestic Borrowers and the Multicurrency Borrowers, and (B) if such Borrower is a Multicurrency Borrower, the Multicurrency Borrowers, in each case, in accordance with SECTION 3.02. Each mandatory prepayment required to be paid by any Borrower by this SECTION 3.01(b)(iii) shall be allocated and applied FIRST, to the repayment of the Revolving Loans owed by the applicable Borrowers; SECOND, to any remaining non-contingent Obligations of the applicable Borrowers; and THEN, to the extent any such Obligations are contingent, deposited in the applicable Cash Collateral Account as Cash Collateral in respect of such contingent Obligations. Each mandatory prepayment required to be paid by any Borrower by this SECTION 3.01(b)(iii) shall be followed by a corresponding permanent reduction of the Commitments under the Credit Facility applicable to such Borrower in an amount equal to the related Net Cash Proceeds of Sale which have not been reinvested in Additional Assets on or before the one-year anniversary of the receipt of such Net Cash Proceeds of Sale, with such reduction taking effect on the one year anniversary after such receipt; provided, however, that such reduction shall take effect prior to such date if the applicable Borrower notifies the Administrative Agent that it does not intend to reinvest such Net Cash Proceeds of Sale in Additional Assets (all such reductions shall reduce the aggregate Commitments of each Lender (and where applicable, its Affiliate) proportionately in accordance with its (or their, where applicable) aggregate Pro Rata Share of all Credit Facilities. (iv) Immediately after any Borrower's or any of the Borrower Subsidiaries receipt of any Net Cash Proceeds of Issuance of Equity Securities or Indebtedness, each Borrower receiving, or the Subsidiary of which has received, such Net Cash Proceeds of Issuance of Equity Securities or Indebtedness agrees to make or cause to be made a mandatory prepayment of its Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds of Issuance of Equity Securities or Indebtedness. Each mandatory prepayment required to be paid by any Borrower by this SECTION 3.01(b)(iv) shall be allocated and applied FIRST, to the repayment of the Revolving Loans owed by such Borrower; SECOND, to any remaining non-contingent Obligations of such Borrower; and THEN, to the extent any such Obligations are contingent, deposited in the applicable Cash Collateral Account as Cash Collateral in respect of such contingent Obligations, in each case in accordance with the applicable provisions of SECTION 3.

Mandatory Prepayments of Revolving Loans. (i) Immediately, if at any time the Credit Facility Outstandings under any Credit Facility, the Euro Subfacility or the Sterling Subfacility Facility are greater than the Maximum Credit Amount for such Credit Facility, the Euro Subfacility or the Sterling Subfacility, as applicable, the applicable Borrower or Borrowers shall make a mandatory repayment of such Credit Facility Outstandings in an aggregate amount sufficient to reduce any such excess to zero, such amounts to be applied to the Obligations of the Borrower or Borrowers making such payments in accordance with SECTION Section 3.02. In addition, if at any time the Maximum Credit Amount for any Credit Facility is less than the amount of contingent Letter of Credit Obligations outstanding under such Credit Facility at such time, the applicable Borrower or Borrowers agree to deposit and maintain Cash Collateral in the applicable Cash Collateral Account in a Dollar Equivalent amount equal to the amount by which such Letter of Credit Obligations exceed such Maximum Credit Amount. (ii) Subject to SECTION 3.06, prior Prior to 1:00 p.m. (New York time), with respect to payments under the Domestic Facility, and 4:00 2:00 p.m. (London time), with respect to payments under the Multicurrency Facility, on each Business Day, from funds on deposit in (A) (x) the Domestic Concentration Account and (y) if necessary to repay in full all Credit Facility Outstandings under the Domestic Facility, the Domestic Cash Collateral Account, and (B) (x) the Multicurrency Concentration Accounts and (y) if necessary to repay in full all Credit Facility Outstandings under the Multicurrency Facility, the Multicurrency Cash Collateral Accounts, the Administrative Agent shall transfer funds in accordance with SECTION Section 3.06 and thereby cause (1) the Domestic Borrowers (in the case of CLAUSE clause (A) above) to make a mandatory repayment of the Credit Facility Outstandings owing by such Domestic Borrowers on such Business Day in an amount equal to: FIRSTfirst, any and all Non Pro Rata Fundings made to such Borrowers on a pro rata basis[RESERVED], SECONDsecond, any and all outstanding Protective Advances made on behalf of such Borrowers, THIRDthird, any and all outstanding Swing Loans made to such Borrowers, FOURTHfourth, any and all outstanding Revolving Loans made to such Borrowers, and FIFTHfifth, the repayment of the Credit Facility Outstandings and other Obligations owing by such Borrowers then outstanding, in each case in accordance with the applicable provisions of SECTION Section 3.02, and (2) the Multicurrency Borrowers (in the case of CLAUSE clause (B) above) to make a mandatory repayment of the Credit Facility Outstandings owing by such Multicurrency Borrowers on such Business Day in an amount equal to: FIRSTfirst, any and all Non Pro Rata Fundings made to such Borrowers on a pro rata basis[RESERVED], SECONDsecond, any and all outstanding Protective Advances made on behalf of such Borrowers, THIRDthird, any outstanding Multicurrency Revolving Loans then due and payable[RESERVED], FOURTHfourth, any and all outstanding Overdraft Loans made to such Multicurrency Borrowers, FIFTHfifth, any and all outstanding Revolving Loans made to such Multicurrency Borrowers, and SIXTHsixth, the repayment of the Credit Facility Outstandings and other Obligations owing by such Multicurrency Borrowers then outstanding, in each case in accordance with the applicable provisions of SECTION Section 3.02. (iii) Immediately Subject to the terms and conditions of the Term B Loan Documents and the Term B Loan Intercreditor Agreement, immediately (or, in the case of Net Cash Proceeds of Sale under SECTION Section 8.13(b), five (5) Business Days) after any Borrower's ’s or any Borrower Subsidiary's ’s receipt of any Net Cash Proceeds of Sale, each Borrower receiving, or the Subsidiary of which has received, such Net Cash Proceeds of Sale agrees to make or cause to be made a mandatory prepayment of its Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds of Sale, such amounts to be applied to the Obligations of the (A) if such Borrower is a Domestic Borrower, the Domestic Borrowers and the Multicurrency Borrowers, and (B) if such Borrower is a Multicurrency Borrower, the Multicurrency Borrowers, in each case, in accordance with SECTION Section 3.02. Each mandatory prepayment required to be paid by any Borrower by this SECTION Section 3.01(b)(iii) shall be allocated and applied FIRSTfirst, to the repayment of the Revolving Loans owed by the applicable Borrowers; SECONDsecond, to any remaining non-contingent Obligations of the applicable Borrowers; and THENthen, to the extent any such Obligations are contingent, deposited in the applicable Cash Collateral Account as Cash Collateral in respect of such contingent Obligations. Each mandatory prepayment required to be paid by any Borrower by this SECTION Section 3.01(b)(iii) shall be followed by a corresponding permanent reduction of the Commitments under the Credit Facility applicable to such Borrower in an amount equal to the related Net Cash Proceeds of Sale which have not been reinvested in Additional Assets on or before the one-year anniversary of the receipt of such Net Cash Proceeds of Sale, with such reduction taking effect on the one year anniversary after such receipt; provided, however, that such reduction shall take effect prior to such date if the applicable Borrower notifies the Administrative Agent that it does not intend to reinvest such Net Cash Proceeds of Sale in Additional Assets (all such reductions shall reduce the aggregate Commitments of each Lender (and where applicable, its Affiliate) proportionately in accordance with its (or their, where applicable) aggregate Pro Rata Share of all Credit Facilities). (iv) Immediately Subject to the terms and conditions of the Term B Loan Documents and the Term B Loan Intercreditor Agreement, immediately after any Borrower's ’s or any of the Borrower Subsidiaries receipt of any Net Cash Proceeds of Issuance of Equity Securities or Indebtedness, each Borrower receiving, or the Subsidiary of which has received, such Net Cash Proceeds of Issuance of Equity Securities or Indebtedness agrees to make or cause to be made a mandatory prepayment of its Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds of Issuance of Equity Securities or Indebtedness. Each mandatory prepayment required to be paid by any Borrower by this SECTION Section 3.01(b)(iv) shall be allocated and applied FIRSTfirst, to the repayment of the Revolving Loans owed by such Borrower; SECONDsecond, to any remaining non-contingent Obligations of such Borrower; and THENthen, to the extent any such Obligations are contingent, deposited in the applicable Cash Collateral Account as Cash Collateral in respect of such contingent Obligations, in each case in accordance with the applicable provisions of SECTION 3Section 3.02. Each mandatory prepayment required to be paid by any Borrower by this Section 3.01(b)(iv) shall be accompanied by a corresponding permanent reduction of the Commitments under the Credit Facility applicable to such Borrower in an amount equal to fifty percent (50.0%) of such Net Cash Proceeds of Issuance of Equity Securities or Indebtedness (all such reductions shall reduce the aggregate Commitments of each Lender (and where applicable, its Affiliate) proportionately in accordance with its (or where applicable, their) aggregate Pro Rata Share of all Credit Facilities. (v) Notwithstanding anything herein to the contrary, if, on any Business Day, (x) aggregate Availability under both Credit Facilities is less than $30,000,000 or (y) Availability in respect of the Domestic Facility is less than $22,500,000: (i) all amounts on deposit in the Domestic Concentration Account shall be applied on such Business Day to reduce (and/or Cash-Collateralize, as applicable) the Obligations under the Domestic Facility in the order of priority set forth in Section 3.02(b)(ii); (ii) all amounts on deposit in the Multicurrency Concentration Account shall be applied on such Business Day to reduce (and/or Cash-Collateralize, as applicable) the Obligations under the Multicurrency Facility in the order of priority set forth in 3.02(b)(ii); and (iii) if there are no outstanding Obligations under the Domestic Facility (or all amounts thereunder have been Cash-Collateralized), all amounts on deposit in the Domestic Concentration Accounts shall be applied to reduce (and/or Cash-Collateralize, as applicable) the Obligations under the Multicurrency Facility in the order of priority set forth in 3.02(b)(ii); provided, that the Administrative Agent shall have no obligation to apply any amounts on deposit in the Domestic Concentration Accounts to reduce the Obligations under the Multicurrency Facility and/or Cash Collateralize any Letters of Credit Issued under the Multicurrency Facility pursuant to this clause (iii) more than once per calendar week (it being understood that any amounts from time to time on deposit in any Domestic Concentration Account shall be held by the Administrative Agent as Cash Collateral for the Obligations). (vi) Nothing in this Section 3.01(b) shall be construed to constitute the Lenders’ consent to any transaction which is not expressly permitted by Article IX.

Mandatory Prepayments of Revolving Loans. (i) Immediately, if at any time the Credit Facility Outstandings under any Credit Facility, the Euro Subfacility or the Sterling Subfacility are greater than the Maximum Credit Amount for such Credit Facility, the Euro Subfacility or the Sterling Subfacility, as applicable, the applicable Borrower or Borrowers shall make a mandatory repayment of such Credit Facility Outstandings in an aggregate amount sufficient to reduce any such excess to zero, such amounts to be applied to the Obligations of the Borrower or Borrowers making such payments in accordance with SECTION Section 3.02. In addition, if at any time the Maximum Credit Amount for any Credit Facility is less than the amount of contingent Letter of Credit Obligations outstanding under such Credit Facility at such time, the applicable Borrower or Borrowers agree to deposit and maintain Cash Collateral in the applicable Cash Collateral Account in a Dollar Equivalent amount equal to the amount by which such Letter of Credit Obligations exceed such Maximum Credit Amount. (ii) Subject to SECTION Section 3.06, prior to 1:00 p.m. (New York time), with respect to payments under the Domestic Facility, and 4:00 2:00 p.m. (London time), with respect to payments under the Multicurrency Facility, on each Business Day, from funds on deposit in (A) (x) the Domestic Concentration Account and (y) if necessary to repay in full all Credit Facility Outstandings under the Domestic Facility, the Domestic Cash Collateral Account, and (B) (x) the Multicurrency Concentration Accounts and (y) if necessary to repay in full all Credit Facility Outstandings under the Multicurrency Facility, the Multicurrency Cash Collateral Accounts, the Administrative Agent shall transfer funds in accordance with SECTION Section 3.06 and thereby cause (1) the Domestic Borrowers (in the case of CLAUSE clause (A) above) to make a mandatory repayment of the Credit Facility Outstandings owing by such Domestic Borrowers on such Business Day in an amount equal to: FIRSTfirst, any and all Non Pro Rata Fundings made to such Borrowers on a pro rata basis, SECONDsecond, any and all outstanding Protective Advances made on behalf of such Borrowers, THIRDthird, any and all outstanding Swing Loans made to such Borrowers, FOURTHfourth, any and all outstanding Revolving Loans made to such Borrowers, and FIFTHfifth, the repayment of the Credit Facility Outstandings and other Obligations owing by such Borrowers then outstanding, in each case in accordance with the applicable provisions of SECTION Section 3.02, and (2) the Multicurrency Borrowers (in the case of CLAUSE clause (B) above) to make a mandatory repayment of the Credit Facility Outstandings owing by such Multicurrency Borrowers on such Business Day in an amount equal to: FIRSTfirst, any and all Non Pro Rata Fundings made to such Borrowers on a pro rata basis, SECONDsecond, any and all outstanding Protective Advances made on behalf of such Borrowers, THIRDthird, any outstanding Multicurrency Revolving Loans then due and payable, FOURTHfourth, any and all outstanding Overdraft Loans made to such Multicurrency Borrowers, FIFTHfifth, any and all outstanding Revolving Loans made to such Multicurrency Borrowers, and SIXTHsixth, the repayment of the Credit Facility Outstandings and other Obligations owing by such Multicurrency Borrowers then outstanding, in each case in accordance with the applicable provisions of SECTION Section 3.02. (iii) Immediately Subject to the terms and conditions of the Term B Loan Documents and the Term B Loan Intercreditor Agreement, immediately (or, in the case of Net Cash Proceeds of Sale under SECTION Section 8.13(b), five (5) Business Days) after any Borrower's ’s or any Borrower Subsidiary's ’s receipt of any Net Cash Proceeds of Sale, each Borrower receiving, or the Subsidiary of which has received, such Net Cash Proceeds of Sale agrees to make or cause to be made a mandatory prepayment of its Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds of Sale, such amounts to be applied to the Obligations of the (A) if such Borrower is a Domestic Borrower, the Domestic Borrowers and the Multicurrency Borrowers, and (B) if such Borrower is a Multicurrency Borrower, the Multicurrency Borrowers, in each case, in accordance with SECTION Section 3.02. Each mandatory prepayment required to be paid by any Borrower by this SECTION Section 3.01(b)(iii) shall be allocated and applied FIRSTfirst, to the repayment of the Revolving Loans owed by the applicable Borrowers; SECONDsecond, to any remaining non-contingent Obligations of the applicable Borrowers; and THENthen, to the extent any such Obligations are contingent, deposited in the applicable Cash Collateral Account as Cash Collateral in respect of such contingent Obligations. Each mandatory prepayment required to be paid by any Borrower by this SECTION Section 3.01(b)(iii) shall be followed by a corresponding permanent reduction of the Commitments under the Credit Facility applicable to such Borrower in an amount equal to the related Net Cash Proceeds of Sale which have not been reinvested in Additional Assets on or before the one-year anniversary of the receipt of such Net Cash Proceeds of Sale, with such reduction taking effect on the one year anniversary after such receipt; provided, however, that such reduction shall take effect prior to such date if the applicable Borrower notifies the Administrative Agent that it does not intend to reinvest such Net Cash Proceeds of Sale in Additional Assets (all such reductions shall reduce the aggregate Commitments of each Lender (and where applicable, its Affiliate) proportionately in accordance with its (or their, where applicable) aggregate Pro Rata Share of all Credit Facilities. (iv) Immediately Subject to the terms and conditions of the Term B Loan Documents and the Term B Loan Intercreditor Agreement, immediately after any Borrower's ’s or any of the Borrower Subsidiaries receipt of any Net Cash Proceeds of Issuance of Equity Securities or Indebtedness, each Borrower receiving, or the Subsidiary of which has received, such Net Cash Proceeds of Issuance of Equity Securities or Indebtedness agrees to make or cause to be made a mandatory prepayment of its Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds of Issuance of Equity Securities or Indebtedness. Each mandatory prepayment required to be paid by any Borrower by this SECTION Section 3.01(b)(iv) shall be allocated and applied FIRSTfirst, to the repayment of the Revolving Loans owed by such Borrower; SECONDsecond, to any remaining non-contingent Obligations of such Borrower; and THENthen, to the extent any such Obligations are contingent, deposited in the applicable Cash Collateral Account as Cash Collateral in respect of such contingent Obligations, in each case in accordance with the applicable provisions of SECTION 3Section 3.02. Each mandatory prepayment required to be paid by any Borrower by this Section 3.01(b)(iv) shall be accompanied by a corresponding permanent reduction of the Commitments under the Credit Facility applicable to such Borrower in an amount equal to fifty percent (50.0%) of such Net Cash Proceeds of Issuance of Equity Securities or Indebtedness (all such reductions shall reduce the aggregate Commitments of each Lender (and where applicable, its Affiliate) proportionately in accordance with its (or where applicable, their) aggregate Pro Rata Share of all Credit Facilities. (v) Nothing in this Section 3.01(b) shall be construed to constitute the Lenders’ consent to any transaction which is not expressly permitted by Article IX.