Payments in respect of Debt. Neither the Parent nor the Borrower will, nor will they permit any Consolidated Subsidiary to, make or agree to make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest in respect of the Senior Notes, the New Senior Notes (Issued 2010), the New Senior Notes (Issued 2011), Permitted Unsecured Refinancing Debt and the Permitted Additional Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of the Senior Notes, the New Senior Notes (Issued 2010), the New Senior Notes (Issued 2011), Permitted Unsecured Refinancing Debt and the Permitted Additional Indebtedness, except payments of regularly scheduled interest as and when due in respect of the Senior Notes, the New Senior Notes (Issued 2010), the New Senior Notes (Issued 2011), Permitted Unsecured Refinancing Debt and the Permitted Additional Indebtedness or any refinancing of the Senior Notes, New Senior Notes (Issued 2010), New Senior Notes (Issued 2011) or Permitted Additional Indebtedness permitted by Section 11.2(a)(ii) or Section 11.2(a)(xix).
Payments in respect of Debt. Within five (5) Business Days after the date of receipt by Loan Parties of the Net Proceeds of any Debt incurred (other than Debt permitted under Section 7.03), Borrowers shall prepay the Loans in an amount equal to the sum of (A) the lesser of (1) 100% of such Net Proceeds received and (2) the Outstanding Amount of the Loans plus (B) all accrued and unpaid interest at the rate then applicable to the Loans on the amounts prepaid in the immediately preceding clause (A) through and including the later of the first anniversary of the Effective Date and the date of prepayment, plus (C) the Prepayment Fee that would apply if such Net Proceeds were used by Borrowers to make a voluntary prepayment of the Loan pursuant to Section 2.03(b). In connection with any such prepayment of the Loans pursuant to this Section 2.03(c)(iv) requiring the payment of the Prepayment Fee, Borrowers acknowledge that such prepayment may result in Lenders incurring additional costs, expenses or liabilities, and that, as of the date hereof, it is difficult to ascertain the full extent of such costs, expenses or liabilities. Accordingly, Borrowers agree that the Prepayment Fee payable in connection with any such prepayment represents a reasonable estimate of the costs, expenses or liabilities of Lenders in connection with any such prepayment. Without affecting any of any Lending Party’s rights and remedies hereunder or in respect hereof, if Borrowers fail to pay the Prepayment Fee when due, then the amount thereof shall thereafter bear interest until paid in full at the Default Rate. The provisions of this Section 2.03(c)(iv) shall not be deemed to be implied consent to any incurrence of Debt otherwise prohibited by the terms of this Agreement.
Payments in respect of Debt. At the Closing, Buyer shall pay, or cause to be paid, on behalf of the Acquired Companies, all amounts set forth in the Estimated Statement required to be paid under the payoff letters delivered pursuant to Section 7.17 in order to fully discharge the Debt owed to the Persons thereunder, by wire transfer of immediately available funds to the accounts designated in such payoff letters.
Payments in respect of Debt. Within five (5) days of the date of receipt by Loan Parties of the Net Proceeds of any Debt incurred (other than Debt permitted under Section 7.03), Borrower shall repay the Loan in an amount equal to the sum of (A) the lesser of (1) 100% of such Net Proceeds received and (2) the Outstanding Amount plus (B) interest (at the rate then applicable to the Loan) on the amounts in the immediately preceding clause (A) through and including the date of repayment or prepayment plus (3) the Make-Whole Amount that would apply if such Net Proceeds were used by Borrower to make a voluntary prepayment of the Loan pursuant to Section 2.03(b). The provisions of this Section 2.03(c)(iv) shall not be deemed to be implied consent to any incurrence of Debt otherwise prohibited by the terms of this Agreement.
Payments in respect of Debt. Within five (5) Business Days after the date of receipt by Loan Parties or their Subsidiaries of the Net Proceeds of any Debt incurred (other than Debt permitted under Section 7.03), Borrowers shall prepay the Loans in an amount equal to the lesser of (A) 100% of such Net Proceeds received and (B) the Outstanding Amount of the Loans. Such repayments shall be applied to the Revolver Loans. The provisions of this Section 2.03(c)(iii) shall not be deemed to be implied consent to any incurrence of Debt otherwise prohibited by the terms of this Agreement. For the avoidance of doubt no Make-Whole Amount or other prepayment premium or penalty shall be payable in connection with mandatory prepayments of Revolver Loans pursuant to this Section 2.03(c)(iii).
Payments in respect of Debt. On the Closing Date, Buyer shall: (a) pay, or cause to be paid, to the appropriate creditor the amount required to repay all Debt as set forth on Schedule 3.1(f); and (b) cause all of the outstanding letters of credit issued on behalf of the Company and the Subsidiaries to be fully cash collateralized or shall furnish replacement letters of credit or other substitute credit support arrangements as the beneficiaries of such letters of credit may reasonably request; provided, that the Company shall, not less than two (2) Business Days prior to the Closing Date, supplement or amend Schedule 3.1(f) with amounts. Not less than two (2) Business Days prior to the Closing Date, the Company shall procure and obtain and deliver to Buyer a payoff letter, in customary form, which payoff letter shall: (i) indicate the total amount necessary to pay all obligations of the Company and the Subsidiaries under the Existing Credit Agreement as of the anticipated Closing Date; and (ii) state that upon receipt of such amount the Existing Credit Agreement and related instruments evidencing the Existing Credit Agreement shall be terminated (the “Payoff Letter”) and accompanying Lien releases, in customary form.
Payments in respect of Debt. At the Closing, Buyer shall pay, or cause to be paid, on behalf of the Acquired Companies, the Debt Payoff Amount by wire transfer of immediately available funds to the Persons or bank accounts specified in the Debt Payoff Letters for the Specified Debt. Upon such payment, the Specified Debt will be discharged and any associated guarantees and Liens will be released.
