Common use of Mandatory Repayments of Loans Clause in Contracts

Mandatory Repayments of Loans. (a) If at any time for any reason the Total Domestic Revolver Exposure exceeds the Aggregate Domestic Revolving Loan Commitments, the Dollar Equivalent of the Total European Exposure exceeds the Aggregate European Commitments, the Dollar Equivalent of the Total Australian Revolver Exposure exceeds the Aggregate Australian Revolving Loan Commitments, the Dollar Equivalent of the Total Canadian Revolver Exposure exceeds the Aggregate Canadian Revolving Loan Commitments, the Dollar Equivalent of the Total UK Revolver Exposure exceeds the Aggregate UK Revolving Loan Commitments or the Dollar Equivalent of any Total Designated Subsidiary Exposure exceeds the applicable Aggregate Designated Subsidiary Commitments, then the Applicable Borrower shall immediately pay the amount of such excess to the Applicable Agent for the respective accounts of the Applicable Lenders. (b) If the RailInvest Acquisition Effective Date does not occur on or prior to the Outside Date, the Borrowers shall prepay (i) $375,000,000 of Domestic Term Loans, (ii) AUD 163,826,998.68 of Australian Term Loans and (iii) the entire principal amount of the UK Term Loans, in each case, on the first Business Day after the Outside Date (such prepayments pursuant to this clause (b) to be applied as set forth in clause (g) below). (c) If any Loan Party or any of its Restricted Subsidiaries Disposes of any property, including, but not limited to, the Capital Stock of any Subsidiary (other than any Disposition of any property permitted by §10.5.3(a), (b) or (f)), which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds within one day of receipt thereof by such Person (such prepayments pursuant to this clause (c) to be applied as set forth in clause (f) below). (d) [Reserved]. (e) Upon the incurrence or issuance by any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to §10.1 (other than Credit Agreement Refinancing Indebtedness)), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within one day of receipt thereof by such Loan Party or such Restricted Subsidiary (such prepayments pursuant to this clause (e) to be applied as set forth in clause (f) below). (f) Each prepayment of Term Loans pursuant to the foregoing provisions of this §4.2 (other than §4.2(b)) shall be accompanied by any applicable breakage costs incurred pursuant to §6.9 and applied ratably to all Classes of Term Loans and to the principal repayment installments thereof in direct order of maturity for the first four principal installments after the repayment and thereafter pro rata to the remaining principal payments. (g) Each prepayment of Term Loans pursuant to the foregoing provisions of §4.2(b) shall be accompanied by any applicable breakage costs incurred pursuant to §6.9 and applied to the outstanding principal amount of the applicable Term Loans so prepaid first to the principal installment payments required by §3.3 in an amount equal to 1.25% of the principal amount of such Term Loans for each principal payment required on or between September 30, 2016 and June 30, 2018, second to the principal installment payments required by §3.3 in an amount equal to 2.50% of the principal amount of such Term Loans for each principal payment required on or between September 30 2018 and the end of the last quarter prior to the Maturity Date of the Term Loans and thereafter pro rata to the remaining principal payments.

Mandatory Repayments of Loans. (a) If at any time for any reason the Total Domestic Revolver Exposure exceeds the Aggregate Domestic Revolving Loan Commitments, the Dollar Equivalent of the Total European Exposure exceeds the Aggregate European Commitments, the Dollar Equivalent of the Total Australian Revolver Exposure exceeds the Aggregate Australian Revolving Loan Commitments, the Dollar Equivalent of the Total Canadian Revolver Exposure exceeds the Aggregate Canadian Revolving Loan Commitments, the Dollar Equivalent of the Total UK Revolver Exposure exceeds the Aggregate UK Revolving Loan Commitments or the Dollar Equivalent of any Total Designated Subsidiary Exposure exceeds the applicable Aggregate Designated Subsidiary Commitments, then the Applicable Borrower shall immediately pay the amount of such excess to the Applicable Agent for the respective accounts of the Applicable Lenders. (b) If the RailInvest Acquisition Effective Date does not occur on or prior to the Outside Date, the Borrowers shall prepay (i) $375,000,000 of Domestic Term Loans, (ii) AUD 163,826,998.68 of Australian Term Loans and (iii) the entire principal amount of the UK Term Loans, in each case, on the first Business Day after the Outside Date (such prepayments pursuant to this clause (b) to be applied as set forth in clause (g) below)[Reserved]. (c) If any Loan Party or any of its Restricted Subsidiaries Disposes of any property, including, but not limited to, the Capital Stock of any Subsidiary (other than any Disposition of any property permitted by §10.5.3(a), (b), (f) or (fg)), which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds within one day of receipt thereof by such Person (such prepayments pursuant to this clause (c) to be applied as set forth in clause (f) below). (d) [Reserved]. (e) Upon the incurrence or issuance by any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to §10.1 (other than Credit Agreement Refinancing Indebtedness)), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within one day of receipt thereof by such Loan Party or such Restricted Subsidiary (such prepayments pursuant to this clause (e) to be applied as set forth in clause (f) below). (f) Each prepayment of Term Loans pursuant to the foregoing provisions of this §4.2 (other than §4.2(b)) shall be accompanied by any applicable breakage costs incurred pursuant to §6.9 and applied ratably to all Classes of Term Loans and to the principal repayment installments thereof in direct order of maturity for the first four principal installments after the repayment and thereafter pro rata to the remaining principal payments. (g) Each prepayment of Term Loans pursuant to the foregoing provisions of §4.2(b) shall be accompanied by any applicable breakage costs incurred pursuant to §6.9 and applied to the outstanding principal amount of the applicable Term Loans so prepaid first to the principal installment payments required by §3.3 in an amount equal to 1.25% of the principal amount of such Term Loans for each principal payment required on or between September 30, 2016 and June 30, 2018, second to the principal installment payments required by §3.3 in an amount equal to 2.50% of the principal amount of such Term Loans for each principal payment required on or between September 30 2018 and the end of the last quarter prior to the Maturity Date of the Term Loans and thereafter pro rata to the remaining principal payments.

Mandatory Repayments of Loans. (a) If at any time for any reason the Total Domestic Revolver Exposure exceeds the Aggregate Domestic Revolving Loan Commitments, the Dollar Equivalent of the Total European Exposure exceeds the Aggregate European Commitments, the Dollar Equivalent of the Total Australian Revolver Exposure exceeds the Aggregate Australian Revolving Loan Commitments, the Dollar Equivalent of the Total Canadian Revolver Exposure exceeds the Aggregate Canadian Revolving Loan Commitments, the Dollar Equivalent of the Total UK Revolver Exposure exceeds the Aggregate UK Revolving Loan Commitments or the Dollar Equivalent of any Total Designated Subsidiary Exposure exceeds the applicable Aggregate Designated Subsidiary Commitments, then the Applicable Borrower shall immediately pay the amount of such excess to the Applicable Agent for the respective accounts of the Applicable Lenders. (b) If the RailInvest Acquisition Effective Date does not occur on or prior to the Outside Date, the Borrowers shall prepay (i) $375,000,000 of Domestic Term Loans, (ii) AUD 163,826,998.68 of Australian Term Loans and (iii) the entire principal amount of the UK Term Loans, in each case, on the first Business Day after the Outside Date (such prepayments pursuant to this clause (b) to be applied as set forth in clause (g) below). (c) If any Loan Party or any of its Restricted Subsidiaries Disposes of any property, including, but not limited to, the Capital Stock of any Subsidiary (other than any Disposition of any property permitted by §10.5.3(a), (b) or (fb)), which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds within one day of receipt thereof by such Person (such prepayments pursuant to this clause (c) to be applied as set forth in clause (f) below). (d) [Reserved]. (e) Upon the incurrence or issuance by any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to §10.1 (other than Credit Agreement Refinancing Indebtedness)), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within one day of receipt thereof by such Loan Party or such Restricted Subsidiary (such prepayments pursuant to this clause (e) to be applied as set forth in clause (f) below). (f) Each prepayment of Term Loans pursuant to the foregoing provisions of this §4.2 (other than §4.2(b)) shall be accompanied by any applicable breakage costs incurred pursuant to §6.9 and applied ratably to all Classes of Term Loans and to the principal repayment installments thereof in direct order of maturity for the first four principal installments after the repayment and thereafter pro rata to the remaining principal payments. (g) Each prepayment of Term Loans pursuant to the foregoing provisions of §4.2(b) shall be accompanied by any applicable breakage costs incurred pursuant to §6.9 and applied to the outstanding principal amount of the applicable Term Loans so prepaid first to the principal installment payments required by §3.3 in an amount equal to 1.25% of the principal amount of such Term Loans for each principal payment required on or between September 30, 2016 and June 30, 2018, second to the principal installment payments required by §3.3 in an amount equal to 2.50% of the principal amount of such Term Loans for each principal payment required on or between September 30 2018 and the end of the last quarter prior to the Maturity Date of the Term Loans and thereafter pro rata to the remaining principal payments.

Mandatory Repayments of Loans. (a) If at any time for any reason the Total Domestic Revolver Exposure exceeds the Aggregate Domestic Revolving Loan Commitments, the Dollar Equivalent of the Total European Exposure exceeds the Aggregate European Commitments, the Dollar Equivalent of the Total Australian Revolver Exposure exceeds the Aggregate Australian Revolving Loan Commitments, Commitments or the Dollar Equivalent of the Total Canadian Revolver Exposure exceeds the Aggregate Canadian Revolving Loan Commitments, the Dollar Equivalent of the Total UK Revolver Exposure exceeds the Aggregate UK Revolving Loan Commitments or the Dollar Equivalent of any Total Designated Subsidiary Exposure exceeds the applicable Aggregate Designated Subsidiary Commitments, then the Applicable Borrower shall immediately pay the amount of such excess to the Applicable Agent for the respective accounts of the Applicable Lenders. (b) If For any fiscal year of GWI, beginning with the RailInvest Acquisition Effective Date does not occur on or prior fiscal year ending December 31, 2013, within five Business Days after financial statements have been delivered pursuant to §9.4(a) and the Outside Daterelated Compliance Certificate has been delivered pursuant to §9.4(e), the Borrowers shall prepay an aggregate principal amount of Term Loans equal to the excess (if any) of (A) 50% of Excess Cash Flow for the fiscal year covered by such financial statements minus (B) (i) $375,000,000 the aggregate principal amount of Domestic Term Loans, Loans prepaid pursuant to §4.3 and (ii) AUD 163,826,998.68 of Australian the aggregate price paid for Term Loans and (iii) the entire principal amount of the UK Term Loansprepaid pursuant to §20.8, in each case, on during such fiscal year other than prepayments made with the first Business Day after Net Cash Proceeds from the Outside Date incurrence of Credit Agreement Refinancing Indebtedness (such prepayments pursuant to this clause (b) to be applied as set forth in clause (g) below). (c) If any Loan Party or any of its Restricted Subsidiaries Disposes of any property, including, but not limited to, the Capital Stock of any Subsidiary (other than any Disposition of any property permitted by §10.5.3(a), (b) or (f)), which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds within one day of receipt thereof by such Person (such prepayments pursuant to this clause (c) to be applied as set forth in clause (f) below). (d) [Reserved]. (e) Upon the incurrence or issuance by any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to §10.1 (other than Credit Agreement Refinancing Indebtedness)), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within one day of receipt thereof by such Loan Party or such Restricted Subsidiary (such prepayments pursuant to ; provided that no mandatory prepayment under this clause (e) to be applied as set forth in clause (f) below). (f) Each prepayment of Term Loans pursuant to the foregoing provisions of this §4.2 (other than §4.2(b)) shall be accompanied by any applicable breakage costs incurred pursuant to §6.9 and applied ratably to all Classes of Term Loans and to the principal repayment installments thereof in direct order of maturity for the first four principal installments after the repayment and thereafter pro rata to the remaining principal payments. (g) Each prepayment of Term Loans pursuant to the foregoing provisions of §4.2(b) shall be accompanied by any applicable breakage costs incurred pursuant to §6.9 and applied to required if the outstanding principal amount Total Leverage Ratio as of the last day of the applicable Term Loans so prepaid first to the principal installment payments required by §3.3 in an amount equal to 1.25% of the principal amount of such Term Loans for each principal payment required on or between September 30, 2016 and June 30, 2018, second to the principal installment payments required by §3.3 in an amount equal to 2.50% of the principal amount of such Term Loans for each principal payment required on or between September 30 2018 and the end of the last quarter prior to the Maturity Date of the Term Loans and thereafter pro rata to the remaining principal paymentsfiscal year was no greater than 3.50:1.00.