Common use of Prepayments and Reductions Due to Issuance of Debt Clause in Contracts

Prepayments and Reductions Due to Issuance of Debt. On the date of receipt by Holdings, Company or any of their respective Subsidiaries of the Cash proceeds of any Indebtedness, including debt Securities of Holdings, Company or any of their respective Subsidiaries (other than the Loans and any other Indebtedness permitted under subsections 7.1(i) through (xviii) (such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, being the “Net Indebtedness Proceeds”)), Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Indebtedness Proceeds; provided, however, that payment or acceptance of the amounts provided for in this subsection 2.4B(iii)(d) shall not constitute a waiver of any Event of Default resulting from the incurrence of such Indebtedness or otherwise prejudice any rights or remedies of Agents or Lenders. If Company is required to apply any portion of Net Indebtedness Proceeds to prepay Indebtedness evidenced by the AXELs under the AXEL Credit Agreement or the Senior Subordinated Notes or the Discount Notes (under the terms of the New Sub Debt Indentures), then notwithstanding anything contained in this Agreement to the contrary (but subject to subsection 2.4B(iv)(d) hereof), Company shall apply such Net Indebtedness Proceeds to the prepayment of the Tranche A Term Loans and the AXELs pro rata according to the respective outstanding principal amount, if any, of each, then to the prepayment of Revolving Loans and/or the reduction of Revolving Loan Commitments, in each case so as to eliminate or minimize any obligation to prepay any such Indebtedness evidenced by the Senior Subordinated Notes or the Discount Notes.

Prepayments and Reductions Due to Issuance of Debt. On No later than the first Business Day following the date of receipt by Holdings, Company Holdings or any of their respective its Subsidiaries of the Cash cash proceeds of any Indebtedness, including debt Securities of Holdings, Company or any of their respective Subsidiaries (other than the Loans and any other Indebtedness permitted under subsections 7.1(i) through (xviii) (such proceeds, net of underwriting discounts discounts, similar placement fees and commissions and other reasonable costs and expenses associated therewith) from the issuance of any debt Securities (other than the issuance of Indebtedness pursuant to subsections 7.1(i)-(xii) and (xv) as in effect on the Effective Date) of Holdings or any such Subsidiary (the "NET DEBT PROCEEDS"), including reasonable legal fees and expenses, being (i) in the “case of Net Indebtedness Proceeds”))Debt Proceeds which do not constitute Planned Improvement Financed Amounts, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Indebtedness Debt Proceeds; provided, however, provided that payment or acceptance to the extent that after giving effect to any such issuances of debt Securities and any permanent prepayment of the amounts provided for in this subsection 2.4B(iii)(d) shall not constitute a waiver of any Event of Default resulting Loans from the incurrence of such Indebtedness or otherwise prejudice any rights or remedies of Agents or Lenders. If Company proceeds thereof, Company's Leverage Ratio is required to apply any portion of Net Indebtedness Proceeds to prepay Indebtedness evidenced by the AXELs under the AXEL Credit Agreement or the Senior Subordinated Notes or the Discount Notes (under the terms of the New Sub Debt Indentures), then notwithstanding anything contained in this Agreement to the contrary (but subject to subsection 2.4B(iv)(d) hereof)less than 2.50:1.00, Company shall apply such Net Indebtedness Proceeds to prepay the prepayment of the Tranche A Term Loans and the AXELs pro rata according to the respective outstanding principal amount, if any, of each, then to the prepayment of Revolving Loans and/or the reduction of Revolving Loan CommitmentsCommitments shall be permanently reduced in an amount equal to 50% of such Net Debt Proceeds; and (ii) in the case of Net Debt Proceeds constituting Planned Improvement Financed Amounts, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in each case so as an amount equal to eliminate 25% of such Net Debt Proceeds; provided that to the extent that any such Planned Improvement Financed Amounts have not been used to remodel, expand, renovate or minimize any obligation otherwise improve the store located on the related Planned Improvement Property within two years of the issuance of such debt Securities, such Net Debt Proceeds shall be applied by the Company no later than the first Business Day following the expiration of such two-year period to prepay any such Indebtedness evidenced by the Senior Subordinated Notes or Loans and/or to permanently reduce the Discount NotesRevolving Loan Commitments in accordance with this clause (ii).

Prepayments and Reductions Due to Issuance of Debt. On the -------------------------------------------------- date of receipt by Holdings, Company or any of their respective Subsidiaries of the Cash proceeds of any Indebtedness, including debt Securities of Holdings, Company or any of their respective Subsidiaries (other than the Loans and any other Indebtedness permitted under subsections 7.1(i) through (xviiixvii) (such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, being the “"Net Indebtedness Proceeds”")), Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Indebtedness Proceeds; provided, however, that payment or acceptance -------- ------- of the amounts provided for in this subsection 2.4B(iii)(d) shall not constitute a waiver of any Event of Default resulting from the incurrence of such Indebtedness or otherwise prejudice any rights or remedies of Agents or Lenders. If Company is required to apply any portion of Net Indebtedness Proceeds to prepay Indebtedness evidenced by the AXELs under the AXEL Credit Agreement or the Senior Subordinated Notes or the Discount Notes (under the terms of the New Sub Debt Indentures), then notwithstanding anything contained in this Agreement to the contrary (but subject to subsection 2.4B(iv)(d) hereof), Company shall apply such Net Indebtedness Proceeds to the prepayment of the Tranche A Term Loans and the AXELs pro rata according to the respective outstanding principal amount, if any, of each, then to the prepayment of Revolving Loans and/or the reduction of Revolving Loan Commitments, in each case so as to eliminate or minimize any obligation to prepay any such Indebtedness evidenced by the Senior Subordinated Notes or the Discount Notes.

Prepayments and Reductions Due to Issuance of Debt. On the date Within one Business Day of receipt by Holdings, Company or any of their respective its Subsidiaries of the Cash cash proceeds of any Indebtedness, including debt Securities of Holdings, Company or any of their respective Subsidiaries (other than the Loans and any other Indebtedness permitted under subsections 7.1(i) through (xviii) (such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, being ) from the “Net issuance or sale of any Additional Subordinated Indebtedness Proceeds”or other debt Securities of Company or any of its Subsidiaries (excluding Indebtedness permitted by subsection 6.1 (other than subsection 6.1(x)), Company Borrowers shall prepay the Loans and/or the Tranche B Commitments, the Tranche D Commitments and Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Indebtedness Proceedsnet cash proceeds; provided, however, PROVIDED that payment or acceptance of the amounts provided for in a prepayment and/or reduction pursuant to this subsection 2.4B(iii)(d2.4A(ii)(c) shall not constitute a waiver be required in respect of any Event of Default resulting from such net cash proceeds (``NET ADDITIONAL DEBT PROCEEDS'') to the incurrence of extent that such Indebtedness or otherwise prejudice any rights or remedies of Agents or Lenders. If Company is required Net Additional Debt Proceeds are to apply any portion of Net Indebtedness Proceeds be applied to prepay Indebtedness evidenced by the AXELs under the AXEL Credit Agreement or the Senior Subordinated Notes or the Discount Notes (under the terms consummate Acquisitions in accordance with subsection 6.7(v) within 90 days of the New Sub receipt thereof. On or before the 90th day after receipt of any such Net Additional Debt Indentures)Proceeds, then notwithstanding anything contained Borrowers shall promptly make an additional prepayment of Loans and/or the Tranche B Commitments, the Tranche D Commitments and Revolving Loan Commitments shall be permanently reduced in an amount equal to any Net Additional Debt Proceeds that have for any reason not been applied to consummate Acquisitions or to make such prepayments and/or reductions. Concurrently with any prepayment of the Term Loans and/or reduction of the Tranche B Commitments, the Tranche D Commitments and Revolving Loan Commitments pursuant to this Agreement to the contrary (but subject to subsection 2.4B(iv)(d) hereof2.4A(ii)(c), Company shall apply such Net Indebtedness Proceeds deliver to Administrative Agent an Officers' Certificate demonstrating the prepayment derivation and application of the Tranche A Term Loans and the AXELs pro rata according to the respective outstanding principal amount, if any, of each, then to the prepayment of Revolving Loans and/or the reduction of Revolving Loan Commitments, in each case so as to eliminate or minimize any obligation to prepay any such Indebtedness evidenced by the Senior Subordinated Notes or the Discount NotesNet Additional Debt Proceeds.