Common use of Term Loan Prepayments Clause in Contracts

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within one Business Day after the occurrence of a Debt Incurrence Prepayment Event and within five Business Days after the occurrence of any other Prepayment Event, prepay, in accordance with paragraph (c) below, the principal amount of Term Loans in an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event, provided that, at the option of the Borrower, the Net Cash Proceeds from any transaction permitted by Section 10.4(e) (including pursuant to any securitization) may be applied to repay Revolving Credit Loans, which repayment shall automatically result in the reduction of the Revolving Credit Commitment of each Lender by an amount equal to the amount of the Revolving Credit Loans prepaid to such Lender. (ii) Not later than the date that is ninety days after the last day of any fiscal year (commencing with the fiscal year ending December 31, 2004), the Borrower shall prepay, in accordance with paragraph (c) below, the principal of Term Loans in an amount equal to (x) 50% of Excess Cash Flow for such fiscal year (provided such percentage shall be reduced to (i) 25% if the Consolidated Total Debt to Consolidated EBITDA Ratio as of the end of such fiscal year is less than 4.00 to 1.00 and (ii) 0% if the Consolidated Total Debt to Consolidated EBITDA Ratio as of the end of such fiscal year is less than 3.25 to 1.00), minus (y) the amount of any such Excess Cash Flow that the Borrower has, after the end of such fiscal year and prior to such date, reinvested in the business of the Borrower or any of its Subsidiaries (subject to Section 9.14) and minus (z) the principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal year.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within one Business Day after the occurrence of a Debt Incurrence Prepayment Event and within five Business Days after the occurrence of any other Prepayment Event, prepay, in accordance with paragraph (c) below, the principal amount of Term Loans in an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event, provided that, at the option of the Borrower, the Net Cash Proceeds from any transaction permitted by Section 10.4(e) (including pursuant to any securitization) may be applied to repay Revolving Credit Loans, which repayment shall automatically result in the reduction of the Revolving Credit Commitment of each Lender by an amount equal to the amount of the Revolving Credit Loans prepaid to such Lender. (ii) Not later than the date that is ninety 120 days after the last day of any fiscal year (commencing beginning with the fiscal year ending ended December 31, 2004)2018, the Borrower shall prepay, in accordance with paragraph clause (c) below, the principal of Term Loans in an with a Dollar Equivalent principal amount equal to (x) 50% of Excess Cash Flow for such fiscal year year; provided that (provided such A) the percentage of Excess Cash Flow required to be applied to prepay the Term Loans under this Section 5.2(a)(ii) shall be reduced to (i) 25% if the Consolidated Total Debt to Consolidated EBITDA Ratio (prior to giving effect thereto and as certified by an Authorized Officer of the end of Borrower) for the most recent Test Period ended prior to such fiscal year prepayment date for which Section 9.1 Financials have been delivered is less than 4.00 or equal to 6.00 to 1.00 but greater than 5.50 to 1.00 and (iiB) 0% no payment of any Term Loans shall be required under this Section 5.2(a)(ii) if the Consolidated Total Debt to Consolidated EBITDA Ratio (prior to giving effect thereto and as certified by an Authorized Officer of the end of Borrower) for the most recent Test Period ended prior to such fiscal year prepayment date for which Section 9.1 Financials have been delivered is less than 3.25 or equal to 5.50 to 1.00), minus (y) the amount of any such Excess Cash Flow that the Borrower has, after the end of such fiscal year and prior to such date, reinvested in the business of the Borrower or any of its Subsidiaries (subject to Section 9.14) and minus (z) the Dollar Equivalent principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal year.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower Company shall, within one Business Day after the occurrence of a Debt Incurrence Prepayment Event and within five Business Days after the occurrence of any other Prepayment Event, prepay, in accordance with paragraph (c) below, the principal amount of Term Loans in an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event, provided that, at the option of the BorrowerCompany, the Net Cash Proceeds from any transaction permitted by Section 10.4(e) (including pursuant to any securitization) may be applied to repay Revolving Credit Loans, which repayment shall automatically result in the reduction of the Revolving Credit Commitment of each Lender by an amount equal to the amount of the Revolving Credit Loans prepaid to such Lender. (ii) Not later than the date that is ninety days after the last day of any fiscal year (commencing with and including the fiscal year ending December October 31, 20042006), the Borrower Company shall prepay, in accordance with paragraph clause (c) below, the principal of Term Loans in an amount equal to (x) 50% of Excess Cash Flow for such fiscal year (provided such percentage shall be reduced to (i) 25% if the Consolidated Total Senior Secured Debt to Consolidated Adjusted EBITDA Ratio as of the end of such fiscal year is less than 4.00 1.50 to 1.00 and (ii) 1.00, and, provided further, that such percentage shall be reduced to 0% if the Consolidated Total Senior Secured Debt to Consolidated Adjusted EBITDA Ratio as of the end of such fiscal year is less than 3.25 1.00 to 1.00), minus (y) the amount of any such Excess Cash Flow that the Borrower has, after the end of such fiscal year and prior to such date, reinvested in the business of the Borrower or any of its Subsidiaries (subject to Section 9.14) and minus (z) the principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal year. (iii) Within five Business Day after the consummation of the Storage Sale, prepay pro rata the principal amount of the Tranche B-1 Term Loans in an amount equal to 100% of the Storage Sale Net Cash Proceeds.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within one Business Day after the occurrence of a Debt Incurrence Prepayment Event and within five Business Days after the occurrence of any other Prepayment EventEvent (or, in the case of Deferred Net Cash Proceeds, within five Business Days after the Reinvestment Period relating to such Prepayment Event or 180 days thereafter, as applicable), prepay, in accordance with paragraph paragraphs (c) and (h) below, the principal amount of Term Loans in an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event, ; provided that, at the option of the Borrower, all or any portion the Net Cash Proceeds from of any transaction permitted by Section 10.4(e) (including pursuant to any securitization) Permitted Receivables Financing may be applied used to repay Revolving Credit Loans, which repayment shall automatically result make a reduction in the reduction of the Revolving Credit Commitment of each Lender by Commitments in an amount equal to such Net Cash Proceeds (or such lesser amount equal to the amount of the outstanding Revolving Credit Commitments so long as any remaining Net Cash Proceeds are used to prepay Term Loans prepaid to such Lenderin accordance with this paragraph (a)). (ii) Not later than the date that is ninety days after the last day of any fiscal year (commencing with and including the fiscal year ending December 31, 20042008), the Borrower shall prepay, in accordance with paragraph (c) below, the principal of Term Loans in an the principal amount equal to (x) 50% of Excess Cash Flow for such fiscal year year, provided that (provided such A) the percentage in this Section 5.2(a)(ii) shall be reduced to (i) 25% if the ratio of Consolidated Total Debt on the date of prepayment (prior to giving effect thereto and as certified by an Authorized Officer of the Borrower) to Consolidated EBITDA Ratio as of the end of for such fiscal year is less no greater than 4.00 5.50 to 1.00 but greater than 5.00 to 1.00 and (iiB) 0% no payment of any Term Loans shall be required under this Section 5.2(a)(ii) if the ratio of Consolidated Total Debt on the date of prepayment (prior to giving effect thereto and as certified by an Authorized Officer of the Borrower) to Consolidated EBITDA Ratio as of the end of for such fiscal year is less no greater than 3.25 5.00 to 1.00), minus (y) the amount of any such Excess Cash Flow that the Borrower has, after the end of such fiscal year and prior to such date, reinvested in the business of the Borrower or any of its Subsidiaries (subject to Section 9.14) and minus (z) the principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal year.

Term Loan Prepayments. (i) On Subject to Section 5.2(g), and 5.2(a)(iii), on each occasion that a Prepayment Event occurs, the Parent Borrower shall, within one three Business Day Days after its receipt of the occurrence Net Cash Proceeds of a Debt Incurrence Prepayment Event and within five seven Business Days after the occurrence of any Prepayment Event other than a Debt Incurrence Prepayment EventEvent (or, in the case of Deferred Net Cash Proceeds, within seven Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with paragraph clause (c) below, the principal amount of Term Loans in an a principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event, provided that, at the option of the Borrower, the Net Cash Proceeds from any transaction permitted by Section 10.4(e) (including pursuant to any securitization) may be applied to repay Revolving Credit Loans, which repayment shall automatically result in the reduction of the Revolving Credit Commitment of each Lender by an amount equal to the amount of the Revolving Credit Loans prepaid to such Lender. (ii) Not later than the date that is ninety days after the last day of any fiscal year Fiscal Year (commencing with and including the fiscal year Fiscal Year ending December 31, 20042011), the Borrower applicable Borrowers shall prepay, in accordance with paragraph clause (c) below, the principal of Term Loans in an a principal amount equal to (x) 50% of Excess Cash Flow for such fiscal year Fiscal Year; provided that (provided such A) the percentage in this Section 5.2(a)(ii) shall be reduced to (i) 25% if the ratio of Consolidated Total Debt on the date of prepayment (prior to giving effect thereto and as certified by an Authorized Officer of the Parent Borrower) to Consolidated EBITDA Ratio as of for the end of most recent Test Period ended prior to such fiscal year prepayment date is less than 4.00 or equal to 4.50 to 1.00 but greater than 3.50 to 1.00 and (iiB) 0% no payment of any Term Loans shall be required under this Section 5.2(a)(ii) if the ratio of Consolidated Total Debt on the date of prepayment (prior to giving effect thereto and as certified by an Authorized Officer of the Parent Borrower) to Consolidated EBITDA Ratio as of for the end of most recent Test Period ended prior to such fiscal year prepayment date is less than 3.25 or equal to 3.50 to 1.00), minus (y) the amount of any such Excess Cash Flow that the Borrower has, after the end of such fiscal year and prior to such date, reinvested in the business of the Borrower or any of its Subsidiaries (subject to Section 9.14) and minus (z) the principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal yearFiscal Year. (iii) Notwithstanding the foregoing, on each occasion that Permitted Additional Debt is issued or incurred pursuant to Section 10.1(m), the Parent Borrower shall within three Business Days of receipt of the Net Cash Proceeds of such Permitted Additional Debt prepay, in accordance with clause (c) below, Term Loans with a Dollar Equivalent principal amount equal to 100% of the Net Cash Proceeds from such issuance or incurrence of Permitted Additional Debt.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within one three Business Day Days after its receipt of the occurrence Net Cash Proceeds of a Debt Incurrence Prepayment Event and within five seven Business Days after the occurrence of any other Prepayment EventEvent (or, in the case of Deferred Net Cash Proceeds, within seven Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with paragraph clause (cb) below, the principal amount of Term Loans in an a principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event, ; provided that, at the option of the Borrower, the Net Cash Proceeds from of any transaction permitted by Section 10.4(e) (including pursuant Disposition of ABL Collateral, to any securitization) the extent required under the ABL Documents, may be applied used to repay Revolving Credit Loans, which repayment shall automatically result in prepay outstanding loans under the reduction of the Revolving Credit Commitment of each Lender by an amount equal to the amount of the Revolving Credit Loans prepaid to such LenderABL Facility. (ii) Not later than the date that is ninety days after the last day of any fiscal year (commencing with the fiscal year ending December 31on February 3, 20042012), the Borrower shall prepay, in accordance with paragraph clause (cb) below, the principal of Term Loans in an a principal amount equal to (x) 50% of Excess Cash Flow for such fiscal year year, provided that (provided such A) the percentage in this Section 5.2(a)(ii) shall be reduced to (i) 25% if the ratio of Consolidated Total Debt on the date of prepayment (prior to giving effect thereto and as certified by an Authorized Officer of the Borrower) to Consolidated EBITDA Ratio as of for the end of most recent Test Period ended prior to such fiscal year prepayment date is less than 4.00 or equal to 1.00 6.0 to 1.0 but greater than 5.0 to 1.0 and (iiB) 0% no payment of any Term Loans shall be required under this Section 5.2(a)(ii) if the ratio of Consolidated Total Debt on the date of prepayment (prior to giving effect thereto and as certified by an Authorized Officer of the Borrower) to Consolidated EBITDA Ratio as of for the end of most recent Test Period ended prior to such fiscal year prepayment date is less than 3.25 or equal to 5.0 to 1.00), minus (y) the amount of any such Excess Cash Flow that the Borrower has, after the end of such fiscal year and prior to such date, reinvested in the business of the Borrower or any of its Subsidiaries (subject to Section 9.14) and minus (z) the principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal year.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within one Business Day after the occurrence of a Debt Incurrence Prepayment Event and within five Business Days after the occurrence of any other Prepayment Event, prepay, in accordance with paragraph (c) below, the principal amount of Term Loans in an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event, provided that, at the option of the Borrower, the Net Cash Proceeds from any transaction permitted by Section 10.4(e) (including pursuant to any securitization) may be applied to repay Revolving Credit Loans, which repayment shall automatically result in the reduction of the Revolving Credit Commitment of each Lender by an amount equal to the amount of the Revolving Credit Loans prepaid to such Lender. (ii) Not later than the date that is ninety days after the last day of any fiscal year (commencing with the fiscal year ending December 31, 2004), the Borrower shall prepay, in accordance with paragraph (c) below, the principal of Term Loans in an amount equal to (x) 50% of Excess Cash Flow for such fiscal year (provided such percentage shall be reduced to (i) 25% if the Consolidated Total Debt to Consolidated EBITDA Ratio as of the end of such fiscal year is less than 4.00 to 1.00 and (ii) 0% if the Consolidated Total Debt to Consolidated EBITDA Ratio as of the end of such fiscal year is less than 3.25 to 1.00), minus (y) the amount of any such Excess Cash Flow that the Borrower has, after the end of such fiscal year and prior to such date, reinvested in the business of the Borrower or any of its Subsidiaries (subject to Section 9.14) and minus (z) the principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal year.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within one Business Day after the occurrence of a Debt Incurrence Prepayment Event and within five Business Days after the occurrence of any other Prepayment Event, prepay, in accordance with paragraph (c) below, the principal amount of Term Loans in an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event, provided that, that at the option of the Borrower, the Net Cash Proceeds from any transaction permitted by Section 10.4(e) (including pursuant to any securitization) may be applied to repay Revolving Credit Loans, which repayment shall automatically result in the reduction of the Revolving Credit Commitment of each Lender by an amount equal to the amount of the Revolving Credit Loans prepaid to such Lender. (ii) Not later than the date that is ninety days after the last day of any fiscal year (commencing with the fiscal year ending December 31, 20042005), the Borrower shall prepay, in accordance with paragraph (c) below, the principal of Term Loans in an amount equal to (x) 50% of Excess Cash Flow for such fiscal year (provided such percentage shall be reduced to (i) 25% if the Consolidated Total Debt to Consolidated EBITDA Ratio as of the end of such fiscal year is less than 4.00 5.25 to 1.00 and (ii) 1.00, and, provided further, that such percentage shall be reduced to 0% if the Consolidated Total Debt to Consolidated EBITDA Ratio as of the end of such fiscal year is less than 3.25 4.75 to 1.00), minus (y) the amount of any such Excess Cash Flow that the Borrower has, after the end of such fiscal year and prior to such date, reinvested in the business of the Borrower or any of its Subsidiaries (subject to Section 9.14) and minus (z) the principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal year. (iii) Not later than the date that is sixty-five (65) days after the Closing Date, the Borrower shall prepay, in accordance with paragraph (c) below, the principal amount of Tranche A-1 Term Loans in an amount equal to the 2005 Unpaid Refinancing Amount as of the date of such prepayment, plus all accrued and unpaid interest thereon. (iv) Not later than the date that is thirty (30) days after the Closing Date, the Borrower shall prepay, in accordance with paragraph (c) below, the principal amount of Tranche A-1 Term Loans or, at its option, to the extent outstanding on such date, Tranche A-2 Term Loans, in an amount equal to the 2012 Unpaid Refinancing Amount, plus all accrued and unpaid interest thereon.

Term Loan Prepayments. (i) On Subject to Section 5.2(g), and 5.2(a)(iii), on each occasion that a Prepayment Event occurs, the Borrower shall, within one three Business Day Days after its receipt of the occurrence Net Cash Proceeds of a Debt Incurrence Prepayment Event and within five seven Business Days after the occurrence of any Prepayment Event other than a Debt Incurrence Prepayment EventEvent (or, in the case of Deferred Net Cash Proceeds, within seven Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with paragraph clause (c) below, the principal amount of Term Loans in an a principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event, provided that, at the option of the Borrower, the Net Cash Proceeds from any transaction permitted by Section 10.4(e) (including pursuant to any securitization) may be applied to repay Revolving Credit Loans, which repayment shall automatically result in the reduction of the Revolving Credit Commitment of each Lender by an amount equal to the amount of the Revolving Credit Loans prepaid to such Lender. (iii) Not later than the date that is ninety days after the last day of any fiscal year Fiscal Year (commencing with and including the fiscal year Fiscal Year ending December 31, 20042017), the Borrower shall prepay, in accordance with paragraph clause (c) below, the principal of Term Loans in an a principal amount equal to (x) 50% of Excess Cash Flow for such fiscal year Fiscal Year; provided that (provided such A) the percentage in this Section 5.2(a)(ii) shall be reduced to (i) 25% if the ratio of Consolidated Total Debt on the date of prepayment (prior to giving effect thereto and as certified by an Authorized Officer of the Borrower) to Consolidated EBITDA Ratio as of for the end of most recent Test Period ended prior to such fiscal year prepayment date is less than 4.00 or equal to 4.75 to 1.00 but greater than 3.75 to 1.00 and (iiB) 0% no payment of any Term Loans shall be required under this Section 5.2(a)(ii) if the ratio of Consolidated Total Debt on the date of prepayment (prior to giving effect thereto and as certified by an Authorized Officer of the Borrower) to Consolidated EBITDA Ratio as of for the end of most recent Test Period ended prior to such fiscal year prepayment date is less than 3.25 or equal to 3.75 to 1.00), minus (y) the amount of any such Excess Cash Flow that the Borrower has, after the end of such fiscal year and prior to such date, reinvested in the business of the Borrower or any of its Subsidiaries (subject to Section 9.14) and minus (z) the principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal yearFiscal Year. -100- (ii) Notwithstanding the foregoing, on each occasion that Permitted Additional Debt is issued or incurred pursuant to Section 10.1(m)(i), the Borrower shall within three Business Days of receipt of the Net Cash Proceeds of such Permitted Additional Debt prepay, in accordance with clause (c) below, Term Loans with a Dollar Equivalent principal amount equal to 100% of the Net Cash Proceeds from such issuance or incurrence of Permitted Additional Debt.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within one Business Day after the occurrence of a Debt Incurrence Prepayment Event and within five Business Days after the occurrence of any other Prepayment Event, prepay, in accordance with paragraph (c) below, the principal amount of Term Loans in an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event, provided that, at the option of the Borrower, the Net Cash Proceeds from any transaction permitted by Section 10.4(e) (including pursuant to any securitization) may be applied to repay Revolving Credit Loans, which repayment shall automatically result in the reduction of the Revolving Credit Commitment of each Lender by an amount equal to the amount of the Revolving Credit Loans prepaid to such Lender. (ii) Not later than the date that is ninety days after the last day of any fiscal year (commencing with the fiscal year ending December 31, 20042005), the Borrower shall prepay, in accordance with paragraph (c) below, the principal of Term Loans in an amount equal to (x) 50% of Excess Cash Flow for such fiscal year (provided such percentage shall be reduced to (i) 25% if the Consolidated Total Debt to Consolidated EBITDA Ratio as of the end of such fiscal year is less than 4.00 4.25 to 1.00 and (ii) 1.00, and, provided further, that such percentage shall be reduced to 0% if the Consolidated Total Debt to Consolidated EBITDA Ratio as of the end of such fiscal year is less than 3.25 3.00 to 1.00), minus (y) the amount of any such Excess Cash Flow that the Borrower has, after the end of such fiscal year and prior to such date, reinvested in the business of the Borrower or any of its Subsidiaries (subject to Section 9.14) and minus (z) the principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal year.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within one Business Day after the occurrence of a Debt Incurrence Prepayment Event and within five Business Days after the occurrence of any other Prepayment Event and the receipt of Net Cash Proceeds by the Borrower or any Restricted Subsidiary in connection with such Prepayment Event, prepay, in accordance with paragraph (c) below, the principal amount of Term Loans in an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event, ; provided that, at the option that any proceeds received in escrow shall not be deemed to be received for purposes of the Borrower, the Net Cash Proceeds this Section 5.2(a) until such proceeds are released from any transaction permitted by Section 10.4(e) (including pursuant to any securitization) may be applied to repay Revolving Credit Loans, which repayment shall automatically result in the reduction of the Revolving Credit Commitment of each Lender by an amount equal to the amount of the Revolving Credit Loans prepaid to such Lenderescrow. (ii) Not later than the date that is ninety 120 days after the last day of any fiscal year (commencing beginning with the fiscal year ending ended December 31, 2004)2018, the Borrower shall prepay, in accordance with paragraph clause (c) below, the principal of Term Loans in an with a Dollar Equivalent principal amount equal to (x) 50% of Excess Cash Flow for such fiscal year year; provided that (provided such A) the percentage of Excess Cash Flow required to be applied to prepay the Term Loans under this Section 5.2(a)(ii) shall be reduced to (i) 25% if the Consolidated Total Debt to Consolidated EBITDA Ratio (prior to giving effect thereto and as certified by an Authorized Officer of the end of Borrower) for the most recent Test Period ended prior to such fiscal year prepayment date for which Section 9.1 Financials have been delivered is less than 4.00 or equal to 6.00 to 1.00 but greater than 5.50 to 1.00 and (iiB) 0% no payment of any Term Loans shall be required under this Section 5.2(a)(ii) if the Consolidated Total Debt to Consolidated EBITDA Ratio (prior to giving effect thereto and as certified by an Authorized Officer of the end of Borrower) for the most recent Test Period ended prior to such fiscal year prepayment date for which Section 9.1 Financials have been delivered is less than 3.25 or equal to 5.50 to 1.00), minus (y) the amount of any such Excess Cash Flow that the Borrower has, after the end of such fiscal year and prior to such date, reinvested in the business of the Borrower or any of its Subsidiaries (subject to Section 9.14) and minus (z) the Dollar Equivalent principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal year.