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

Prepayments Due to Issuance of Debt. No later than the third (3d) Business Day following the date of receipt by the Company or any of its Subsidiaries of any proceeds of any Indebtedness (other than Indebtedness permitted by this Agreement), the Company shall prepay the Loans (and associated accrued interest and prepayment fees, if any) as provided in subsection 2.4C in an amount equal to the amount of such proceeds (net of underwriting discounts and commissions, brokers’ and financial advisors’ commissions, taxes, any prepayment premiums and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses); provided that payment or acceptance of the amounts provided for in this subsection 2.4B(iii)(b) 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 the Administrative Agent or any Lender. Notwithstanding the foregoing, in the case of a Take-Out Financing, the Company shall be permitted to apply such proceeds first, to prepay the outstanding Subordinated Notes and/or Exchange Notes (together with interest and any redemption premium), second, to the extent the Leverage Ratio is 4.0:1.0 or less (calculated on a Pro Forma Basis after giving effect to the application of such proceeds and evidenced by a Compliance Certificate delivered to the Administrative Agent), to redeem or otherwise repurchase, in whole or in part, the Preferred Stock (together with any redemption or repurchase premium thereon), and third, to apply such amounts as provided in subsection 2.4C.

Prepayments Due to Issuance of Debt. No later than the third (3d) Business Day following On the date of receipt by the Holdings, Company or any of its their respective Subsidiaries of any the Cash proceeds of any Indebtedness Indebtedness, including debt Securities of Holdings, Company or any of their respective Subsidiaries (other than the Loans and any other Indebtedness permitted by this Agreement)under subsections 7.1 (such proceeds, the Company shall prepay the Loans (and associated accrued interest and prepayment fees, if any) as provided in subsection 2.4C in an amount equal to the amount of such proceeds (net of underwriting discounts and commissions, brokers’ and financial advisors’ commissions, taxes, any prepayment premiums 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 in an aggregate amount equal to such Net Indebtedness Proceeds; provided provided, however, that payment or acceptance of the amounts provided for in this subsection 2.4B(iii)(b2.4B(iii)(c) 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 otherwise required to apply any portion of Net Indebtedness Proceeds to prepay Indebtedness evidenced by the Administrative Agent Second Priority Term Loans or any Lender. Notwithstanding the foregoingSenior Notes then, notwithstanding anything contained in this Agreement to the case of a Take-Out Financingcontrary, the Company shall be permitted to apply such proceeds first, Net Indebtedness Proceeds to the prepayment of the Loans so as to eliminate or minimize any obligation to prepay the outstanding Subordinated Notes and/or Exchange Notes (together with interest and any redemption premium), second, to Second Priority Term Loans or the extent the Leverage Ratio is 4.0:1.0 or less (calculated on a Pro Forma Basis after giving effect to the application of such proceeds and evidenced by a Compliance Certificate delivered to the Administrative Agent), to redeem or otherwise repurchase, in whole or in part, the Preferred Stock (together with any redemption or repurchase premium thereon), and third, to apply such amounts as provided in subsection 2.4C.Senior Notes.

Prepayments Due to Issuance of Debt. No later than the third (3d) Business Day following On the date of ----------------------------------- receipt by the Holdings, Company or any of its their respective Subsidiaries of any the Cash proceeds of any Indebtedness Indebtedness, including debt Securities of Holdings, Company or any of their respective Subsidiaries (other than the Loans and any other Indebtedness permitted by this Agreement)under subsection 7.1 of the Revolving Credit Agreement (such proceeds, the Company shall prepay the Loans (and associated accrued interest and prepayment fees, if any) as provided in subsection 2.4C in an amount equal to the amount of such proceeds (net of underwriting discounts and commissions, brokers’ and financial advisors’ commissions, taxes, any prepayment premiums 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 in an aggregate amount equal to such Net Indebtedness Proceeds; provided provided, however, that -------- ------- payment or acceptance of the amounts provided for in this subsection 2.4B(iii)(b2.4B(ii)(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 under the Administrative Agent Revolving Credit Agreement or any Lender. Notwithstanding the foregoingSenior 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(iii)(c) hereof), Company shall apply such Net Indebtedness Proceeds to the prepayment of the Tranche A Term Loans and the Loans 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 accordance with the provisions of the Revolving Credit Agreement, in the each case of a Take-Out Financing, the Company shall be permitted so as to apply such proceeds first, eliminate or minimize any obligation to prepay any such Indebtedness evidenced by the outstanding Senior Subordinated Notes and/or Exchange Notes (together with interest and any redemption premium), second, to or the extent the Leverage Ratio is 4.0:1.0 or less (calculated on a Pro Forma Basis after giving effect to the application of such proceeds and evidenced by a Compliance Certificate delivered to the Administrative Agent), to redeem or otherwise repurchase, in whole or in part, the Preferred Stock (together with any redemption or repurchase premium thereon), and third, to apply such amounts as provided in subsection 2.4C.Discount Notes.

Prepayments Due to Issuance of Debt. No later than the third (3d) Business Day following On the date of receipt ----------------------------------- by the Holdings, Company or any of its their respective Subsidiaries of any the Cash proceeds of any Indebtedness Indebtedness, including debt Securities of Holdings, Company or any of their respective Subsidiaries (other than the Loans and any other Indebtedness permitted by this Agreement)under subsections 7.1 (such proceeds, the Company shall prepay the Loans (and associated accrued interest and prepayment fees, if any) as provided in subsection 2.4C in an amount equal to the amount of such proceeds (net of underwriting discounts and commissions, brokers’ and financial advisors’ commissions, taxes, any prepayment premiums 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 in an aggregate amount equal to such Net Indebtedness Proceeds; provided provided, however, that -------- ------- payment or acceptance of the amounts provided for in this subsection 2.4B(iii)(b2.4A(iii)(c) 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 otherwise required to apply any portion of Net Indebtedness Proceeds to prepay Indebtedness evidenced by the Administrative Agent Term Loans or any Lender. Notwithstanding the foregoingSenior Notes then, notwithstanding anything contained in this Agreement to the case of a Take-Out Financingcontrary, the Company shall be permitted to apply such proceeds first, Net Indebtedness Proceeds to the prepayment of the Loans so as to eliminate or minimize any obligation to prepay the outstanding Subordinated Notes and/or Exchange Notes (together with interest and any redemption premium), second, to Term Loans or the extent the Leverage Ratio is 4.0:1.0 or less (calculated on a Pro Forma Basis after giving effect to the application of such proceeds and evidenced by a Compliance Certificate delivered to the Administrative Agent), to redeem or otherwise repurchase, in whole or in part, the Preferred Stock (together with any redemption or repurchase premium thereon), and third, to apply such amounts as provided in subsection 2.4C.Senior Notes.

Prepayments Due to Issuance of Debt. No later than the third (3d) Business Day following On the date of receipt by the ------------------------------------ Holdings, Company or any of its their respective Subsidiaries of any the Cash proceeds of any Indebtedness Indebtedness, including debt Securities of Holdings, Company or any of their respective Subsidiaries (other than the Loans and any other Indebtedness permitted by this Agreement)under subsections 7.1 (such proceeds, the Company shall prepay the Loans (and associated accrued interest and prepayment fees, if any) as provided in subsection 2.4C in an amount equal to the amount of such proceeds (net of underwriting discounts and commissions, brokers’ and financial advisors’ commissions, taxes, any prepayment premiums 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 in an aggregate amount equal to such Net Indebtedness Proceeds; provided provided, however, that payment or acceptance of the amounts provided for ----------------- in this subsection 2.4B(iii)(b2.4B(iii)(c) 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 otherwise required to apply any portion of Net Indebtedness Proceeds to prepay Indebtedness evidenced by the Administrative Agent Second Priority Term Loans or any Lender. Notwithstanding the foregoingSenior Notes then, notwithstanding anything contained in this Agreement to the case of a Take-Out Financingcontrary, the Company shall be permitted to apply such proceeds first, Net Indebtedness Proceeds to the prepayment of the Loans so as to eliminate or minimize any obligation to prepay the outstanding Subordinated Notes and/or Exchange Notes (together with interest and any redemption premium), second, to Second Priority Term Loans or the extent the Leverage Ratio is 4.0:1.0 or less (calculated on a Pro Forma Basis after giving effect to the application of such proceeds and evidenced by a Compliance Certificate delivered to the Administrative Agent), to redeem or otherwise repurchase, in whole or in part, the Preferred Stock (together with any redemption or repurchase premium thereon), and third, to apply such amounts as provided in subsection 2.4C.Senior Notes.

Prepayments Due to Issuance of Debt. No later than the third (3d) Business Day following On the date of receipt ----------------------------------- by the Holdings, Company or any of its their respective Subsidiaries of any the Cash proceeds of any Indebtedness Indebtedness, including debt Securities of Holdings, Company or any of their respective Subsidiaries (other than the Loans and any other Indebtedness permitted by this Agreement)under subsections 7.1 (such proceeds, the Company shall prepay the Loans (and associated accrued interest and prepayment fees, if any) as provided in subsection 2.4C in an amount equal to the amount of such proceeds (net of underwriting discounts and commissions, brokers’ and financial advisors’ commissions, taxes, any prepayment premiums 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 in an aggregate amount equal to such Net Indebtedness Proceeds; provided provided, however, that -------- ------- payment or acceptance of the amounts provided for in this subsection 2.4B(iii)(b2.4A(iii)(c) 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 otherwise required to apply any portion of Net Indebtedness Proceeds to prepay Indebtedness evidenced by the Administrative Agent Term Loans or any Lender. Notwithstanding the foregoingSenior Notes, then notwithstanding anything contained in this Agreement to the case of a Take-Out Financing, the contrary Company shall be permitted to apply such proceeds first, Net Indebtedness Proceeds to the prepayment of the Loans so as to eliminate or minimize any obligation to prepay the outstanding Subordinated Notes and/or Exchange Notes (together with interest and any redemption premium), second, to Term Loans or the extent the Leverage Ratio is 4.0:1.0 or less (calculated on a Pro Forma Basis after giving effect to the application of such proceeds and evidenced by a Compliance Certificate delivered to the Administrative Agent), to redeem or otherwise repurchase, in whole or in part, the Preferred Stock (together with any redemption or repurchase premium thereon), and third, to apply such amounts as provided in subsection 2.4C.Senior Notes.

Prepayments Due to Issuance of Debt. No later than the third (3d3rd) Business Day following the date of receipt by the Company or any of its Subsidiaries of any proceeds of any Indebtedness (other than Indebtedness permitted by this Agreement), the Company shall shall, to the extent it is not required to apply such proceeds to prepay obligations under the First Lien Credit Agreement, prepay the Term Loans (and associated accrued interest and prepayment fees, if any) as provided in subsection 2.4C in an amount equal to the amount of such proceeds (net of underwriting discounts and commissions, brokers’ and financial advisorsadvisor’ commissions, taxes, any prepayment premiums and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses); provided provided, that payment or acceptance of the amounts provided for in this subsection 2.4B(iii)(b) 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 the Administrative Agent or any Lender. Notwithstanding the foregoing, in the case of a Take-Out Financing, the Company shall be permitted to apply such proceeds first, to prepay the outstanding Subordinated Notes and/or Exchange Notes (together with interest and any redemption premium), second, to the extent the Leverage Ratio is 4.0:1.0 or less (calculated on a Pro Forma Basis after giving effect to the application of such proceeds and evidenced by a Compliance Certificate delivered to the Administrative Agent), to redeem or otherwise repurchase, in whole or in part, the Preferred Stock (together with any redemption or repurchase premium thereon), and third, to apply such amounts as provided in subsection 2.4C.