Common use of Subordinated Debt Incurrence Clause in Contracts

Subordinated Debt Incurrence. On or prior to the date 90 days after the date of any Subordinated Debt Incurrence, the Borrower shall prepay Loans in an aggregate amount equal to the portion of the Net Available Proceeds thereof that exceeds (in the aggregate for all Subordinated Debt Incurrences after the date hereof that are not excluded by virtue of the exclusion in clause (iii) of the definition of “Net Available Proceeds”) U.S.$200,000,000, such prepayment to be effected in each case in the manner and to the extent specified in clause (vi) below; provided that, notwithstanding the foregoing, the Borrower shall not be required to make a prepayment under this clause (iv) to the extent that (A) the Borrower advises the Administrative Agent at the time of the relevant Subordinated Debt Incurrence that it intends to use such Net Available Proceeds to finance one or more Acquisitions pursuant to Section 7.05(b), to make one or more Investments permitted under Section 7.06(e), to prepay a Designated Revolving Borrowing in respect of which the related Acquisition has been consummated as of the time of the relevant Subordinated Debt Incurrence, to repay, prepay or redeem Subordinated Indebtedness or Senior Unsecured Indebtedness, or a combination of such Acquisitions, Investments and payments, (B) such Net Available Proceeds are held by the Borrower in a segregated investment or other account (or, alternatively, applied to the prepayment of a Designated Revolving Borrowing or other Revolving Loans), until so used to finance one or more Acquisitions or pay such Indebtedness, as contemplated above, and (C) such Net Available Proceeds are in fact so applied to such Acquisition(s) or to the payment, repayment or redemption of such Indebtedness within 180 days of such Debt Incurrence (it being understood that, in the event Net Available Proceeds from more than one Subordinated Debt Incurrence are held by the Borrower, or have been applied to the prepayment of Revolving Loans, such Net Available Proceeds shall be deemed to be utilized in the same order in which such Subordinated Debt Incurrences occurred and, accordingly, any such Net Available Proceeds so held or applied to the prepayment of Revolving Loans (other than any Designated Revolving Borrowing) for more than 180 days shall be forthwith applied to the prepayment of Loans as provided above), it being understood that, if the Borrower does not so advise the Administrative Agent that it intends to use such Net Available Proceeds to finance one or more Acquisitions or to make one or more Investments, or pay, repay or redeem such Indebtedness, or does not in fact apply such Net Available Proceeds to one or more Acquisitions or Investments or pay such Indebtedness within the time periods specified above, the Borrower shall immediately prepay Loans in an amount equal to the amount specified above.

Subordinated Debt Incurrence. On or prior to the date 90 days after the date of any Subordinated Debt Incurrence, the Borrower shall prepay Loans in an aggregate amount equal to the portion of the Net Available Proceeds thereof that exceeds (in the aggregate for all Subordinated Debt Incurrences after the date hereof that are not excluded by virtue of the exclusion in clause (iiihereof) of the definition of “Net Available Proceeds”) U.S.$200,000,000U.S.$100,000,000, such prepayment to be effected in each case in the manner and to the extent specified in clause (viviii) below; provided that, notwithstanding the foregoing, the Borrower shall not be required to make a prepayment under this clause (ivv) to the extent that (A) the Borrower advises the Administrative Agent at the time of the relevant Subordinated Debt Incurrence that it intends to use such Net Available Proceeds to finance one or more Acquisitions pursuant to Section 7.05(b), to make one or more Investments permitted under Section 7.06(e), to prepay a Designated Revolving Borrowing in respect of which the related Acquisition has been consummated as of the time of the relevant Subordinated Debt Incurrence, to repay, repay or prepay or redeem Subordinated Indebtedness or Senior Unsecured Indebtedness, or a combination of such Acquisitions, Investments Acquisitions and payments, (B) such Net Available Proceeds are held by the Borrower in a segregated investment or other account (or, alternatively, applied to the prepayment of a Designated Revolving Borrowing or other Revolving Loans), until so used to finance one or more Acquisitions or pay such Indebtedness, as contemplated above, and (C) such Net Available Proceeds are in fact so applied to such Acquisition(s) or to the payment, repayment or redemption payment of such Indebtedness within 180 days of such Debt Incurrence (it being understood that, in the event Net Available Proceeds from more than one Subordinated Debt Incurrence are held by the Borrower, or have been applied to the prepayment of Revolving Loans, such Net Available Proceeds shall be deemed to be utilized in the same order in which such Subordinated Debt Incurrences occurred and, accordingly, any such Net Available Proceeds so held or applied to the prepayment of Revolving Loans (other than any Designated Revolving Borrowing) for more than 180 days shall be forthwith applied to the prepayment of Loans as provided above), it being understood that, if the Borrower does not so advise the Administrative Agent that it intends to use such Net Available Proceeds to finance one or more Acquisitions or to make one or more Investments, or pay, repay or redeem pay such Indebtedness, or does not in fact apply such Net Available Proceeds to one or more Acquisitions or Investments or pay such Indebtedness within the time periods specified above, the Borrower shall immediately prepay Loans in an amount equal to the amount specified above.

Subordinated Debt Incurrence. On or prior to the date 90 days after the date of any Subordinated Debt Incurrence, the Borrower shall prepay Loans in an aggregate amount equal to the portion of the Net Available Proceeds thereof that exceeds (in the aggregate for all Subordinated Debt Incurrences after the date hereof that are not excluded by virtue of the exclusion in clause (iii) of the definition of “Net Available Proceeds”hereof) U.S.$200,000,000, such prepayment to be effected in each case in the manner and to the extent specified in clause (vi) below; provided that, notwithstanding the foregoing, the Borrower shall not be required to make a prepayment under this clause (iv) to the extent that (A) the Borrower advises the Administrative Agent at the time of the relevant Subordinated Debt Incurrence that it intends to use such Net Available Proceeds to finance one or more Acquisitions pursuant to Section 7.05(b), to make one or more Investments permitted under Section 7.06(e), to prepay a Designated Revolving Borrowing in respect of which the related Acquisition has been consummated as of the time of the relevant Subordinated Debt Incurrence, to repay, prepay or redeem Subordinated Indebtedness or Senior Unsecured Indebtedness, or a combination of such Acquisitions, Investments Acquisitions and payments, (B) such Net Available Proceeds are held by the Borrower in a segregated investment or other account (or, alternatively, applied to the prepayment of a Designated Revolving Borrowing or other Revolving Loans), until so used to finance one or more Acquisitions or pay such Indebtedness, as contemplated above, and (C) such Net Available Proceeds are in fact so applied to such Acquisition(s) or to the payment, repayment or redemption of such Indebtedness within 180 days of such Debt Incurrence (it being understood that, in the event Net Available Proceeds from more than one Subordinated Debt Incurrence are held by the Borrower, or have been applied to the prepayment of Revolving Loans, such Net Available Proceeds shall be deemed to be utilized in the same order in which such Subordinated Debt Incurrences occurred and, accordingly, any such Net Available Proceeds so held or applied to the prepayment of Revolving Loans (other than any Designated Revolving Borrowing) for more than 180 days shall be forthwith applied to the prepayment of Loans as provided above), it being understood that, if the Borrower does not so advise the Administrative Agent that it intends to use such Net Available Proceeds to finance one or more Acquisitions or to make one or more Investments, or pay, repay or redeem such Indebtedness, or does not in fact apply such Net Available Proceeds to one or more Acquisitions or Investments or pay such Indebtedness within the time periods specified above, the Borrower shall immediately prepay Loans in an amount equal to the amount specified above.

Subordinated Debt Incurrence. On Without limiting the obligation of the Borrower to obtain the consent of the Required Lenders to any Subordinated Debt Incurrence not permitted hereunder, on or prior to the date 90 days after the date of any Subordinated Debt Incurrence, the Borrower shall prepay the Loans in an aggregate amount equal to the portion of the Net Available Proceeds thereof that exceeds (in the aggregate for all Subordinated Debt Incurrences after the date hereof that are not excluded by virtue of the exclusion in clause (iiihereof) of the definition of “Net Available Proceeds”) U.S.$200,000,000$100,000,000, such prepayment to be effected in each case in the manner and to the extent specified in clause (vivii) below; , provided that, notwithstanding the foregoing, the Borrower shall not be required to make a prepayment under this clause (ivv) to the extent that (A) the Borrower advises the Administrative Agent at the time of the relevant Subordinated Debt Incurrence that it intends to use such Net Available Proceeds to finance one or more Acquisitions pursuant to Section 7.05(b), to make one or more Investments permitted under Section 7.06(e), to prepay a Designated Revolving Borrowing in respect of which the related Acquisition has been consummated as of the time of the relevant Subordinated Debt Incurrence, to repay, prepay or redeem Subordinated Indebtedness or Senior Unsecured Indebtedness, or a combination of such Acquisitions, Investments and payments, (B) such Net Available Proceeds are held by the Borrower in a segregated investment or other account (or, alternatively, applied to the prepayment of a Designated Revolving Borrowing or other Revolving Loans), until so used to finance one or more Acquisitions or pay such Indebtedness, as contemplated above, and (C) such Net Available Proceeds are in fact so applied to such Acquisition(s) or to the payment, repayment or redemption of such Indebtedness within 180 150 days of such Debt Incurrence (it being understood that, in the event Net Available Proceeds from more than one Subordinated Debt Incurrence are held by the Borrower, or have been applied to the prepayment of Revolving Loans, such Net Available Proceeds shall be deemed to be utilized in the same order in which such Subordinated Debt Incurrences occurred and, accordingly, any such Net Available Proceeds so held or applied to the prepayment of Revolving Loans (other than any Designated Revolving Borrowing) for more than 180 150 days shall be forthwith applied to the prepayment of Loans as provided above), it being understood that, if the Borrower does not so advise the Administrative Agent that it intends to use such Net Available Proceeds to finance one or more Acquisitions or to make one or more Investments, or pay, repay or redeem such IndebtednessAcquisitions, or does not in fact apply such Net Available Proceeds to one or more Acquisitions or Investments or pay such Indebtedness within the time periods specified above, the Borrower shall immediately prepay the Loans in an amount equal to the amount specified above.