Application of Mandatory Prepayments of Term Loans by Order of Maturity Clause Samples

This clause dictates how any mandatory prepayments made on term loans are to be applied, specifically requiring that such payments be allocated according to the maturity dates of the loans. In practice, when a borrower is required to make a prepayment—such as from excess cash flow or asset sales—the funds are used to pay down the term loans that mature first, before addressing those with later maturity dates. This structure ensures that the lender's risk is reduced in an orderly fashion and that the borrower's obligations are managed in a predictable sequence, thereby providing clarity and fairness in the reduction of outstanding debt.
Application of Mandatory Prepayments of Term Loans by Order of Maturity. Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied to reduce each scheduled installment of principal of the Term Loans set forth in subsection 2.4A that is unpaid at the time of such prepayment first in forward order of maturity for scheduled installments of principal occurring within the twenty four-month period following the month in which such prepayment occurs and second, to the extent of any excess, on a pro rata basis.
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Application of Mandatory Prepayments of Term Loans by Order of Maturity. Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied (x) to the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans and the Tranche D Term Loans on a pro rata basis and (y) to reduce the unpaid scheduled installments of principal of the Term Loans set forth in subsections 2.4A(i), 2.4A(ii), 2.4A(iii) and 2.4A(iv) on a pro rata basis; provided that, at Company's election, mandatory prepayments of the Tranche A Term Loans made with Net Asset Sale Proceeds from California Asset Sales (other than Asset Sales of Related Assets) in excess of the first $33,800,000 received may be applied to reduce the unpaid scheduled 73 81 installments of principal of the Tranche A Term Loans in forward order of maturity up to a maximum aggregate reduction for all such future scheduled installments of $50,000,000 at any time; provided, further that, in the case of Tranche B Term Loans, Tranche C Term Loans and Tranche D Term Loans, upon receipt of any mandatory prepayments pursuant to subsection 2.4B(iii) with respect to which Company has given Agent written notification prior to such receipt that Company has elected to give the Tranche B Term Lenders, the Tranche C Term Lenders and the Tranche D Term Lenders the right to waive such Lenders' right to receive such prepayment (the "WAIVABLE MANDATORY PREPAYMENT"), Agent shall notify the Tranche B Term Lenders, the Tranche C Term Lenders and the Tranche D Term Lenders of such receipt and the amount of the prepayment to be applied to each such Lender's Term Loans; provided, still further that Company shall use its reasonable efforts to notify the Tranche B Term Lenders, the Tranche C Term Lenders and the Tranche D Term Lenders of such Waivable Mandatory Prepayment three (3) Business Days prior to the payment to Agent of such Waivable Mandatory Prepayments (it being understood that Company shall have no liabilities for failing to so notify such Lenders). In the event any such Tranche B Term Lender, Tranche C Term Lender or Tranche D Term Lender desires to waive such Lender's right to receive any such Waivable Mandatory Prepayment, such Lender shall so advise Agent no later than the close of business on the date of such notice from Agent. In the event that any such Lender waives such Lender's right to any such Waivable Mandatory Prepayment, Agent shall apply (i) 100% of amount so waived constituting Net Asset Sale Proceeds received from the sale of any Excess California Lan...
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Application of Mandatory Prepayments of Term Loans by Order of Maturity. Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied to reduce the scheduled installments of principal of the Term Loans set forth in subsections 2.4A(i) and 2.4A(iii) in inverse order of maturity. In the case of any such mandatory prepayment of the Tranche B Term Loans with respect to which Company has given Agent written notification, prior to Agent's receipt of such mandatory prepayment, that Company has elected to give each Lender of Tranche B Term Loans the option to waive their rights to receive such prepayment (a "WAIVABLE MANDATORY PREPAYMENT"), Agent shall, upon receipt of such Waivable Mandatory Prepayment, notify each Lender of Tranche B Term Loans of such receipt and of the amount of such Waivable Mandatory Prepayment to be applied to such Lender's Tranche B Term Loan and of the designation of such Waivable Mandatory Prepayment as such by Company, PROVIDED FURTHER that Company shall use its reasonable efforts to notify Tranche B Term Loan Lenders of such Waivable Mandatory Prepayment three Business Days prior to the payment to Agent of such Waivable Mandatory Prepayment (it being understood that Company shall have no liability for failing to so notify Tranche B Term Loan Lenders). In the event any Tranche B Term Loan Lender desires to waive such Lender's right to receive such Waivable Mandatory Prepayment, (A) such Lender shall so advise Agent in writing no later than the close of business on the date it receives such notice from Administrative Agent and (B) upon receipt of such written advice from such Lender, Agent shall apply 100% of the amount so waived by such Lender to prepay the Domestic Term Loans on a pro rata basis to the full extent thereof.
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Application of Mandatory Prepayments of Term Loans by Order of Maturity. Any mandatory prepayments of the Term Loans pursuant to subsections 2.4B(iii)(a)-(e) shall be applied to reduce the scheduled installments of principal of the applicable Term Loans set forth in subsections 2.4A(i), 2.4A(ii) and 2.4A(iii) in inverse order of maturity. Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii)(f) shall be applied to reduce the scheduled installments of principal of the applicable Term Loans set forth in subsections 2.4A(i), 2.4A(ii) and 2.4A(iii) on a pro rata basis (in accordance with the respective outstanding principal amount thereof).
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Application of Mandatory Prepayments of Term Loans by Order of Maturity. Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied to reduce the scheduled installments of principal of the Term Loans set forth in subsection 2.4A as follows: (1) NET ASSET SALE PROCEEDS. Any such mandatory prepayments pursuant to subsections 2.4B(iii)(a) (and any related such mandatory prepayments pursuant to subsection 2.4B(iii)(d)) shall be applied on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each such scheduled installment that is unpaid at the time of such prepayment.
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Application of Mandatory Prepayments of Term Loans by Order of Maturity. Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied on a pro rata basis to the remaining scheduled installments of principal of the Term Loans set forth in subsection 2.4A.
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Application of Mandatory Prepayments of Term Loans by Order of Maturity. Any mandatory prepayment of the Term Loans pursuant to subsection
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Application of Mandatory Prepayments of Term Loans by Order of Maturity. Any mandatory prepayments of the Tranche A Term Loans and the Tranche B Term Loans pursuant to subsection 2.4B(iii) in accordance with subsections 2.4B(iv)(a) and (b) shall be applied to reduce the scheduled installments of principal of such Tranche A Term Loans and Tranche B Term Loans set forth in subsection 2.4A (i) and (ii), respectively, on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each such scheduled installment that is unpaid at the time of such prepayment.
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Application of Mandatory Prepayments of Term Loans by Order of Maturity. Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied to reduce the scheduled installments of principal of the Term Loans set forth in subsection 2.4A(ii) as follows: (1) NET ASSET SALE PROCEEDS AND CERTAIN PAYMENTS FROM Consolidated Excess Cash Flow. Any such mandatory prepayments pursuant to subsections 2.4B(iii)(a) and (d)(y) shall be applied on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to each such scheduled installment that is unpaid at the time of such prepayment. (2) NET INSURANCE/CONDEMNATION PROCEEDS, NET SECURITIES Proceeds and Certain Payments from Consolidated Excess Cash Flow. Any such mandatory prepayments pursuant to subsections 2.4B(iii) (b), (c), and (d)(x) shall be applied to reduce such scheduled installments in inverse order of maturity.
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Related to Application of Mandatory Prepayments of Term Loans by Order of Maturity

  • Application of Mandatory Prepayments (a) Subject to paragraph (b), prepayments made pursuant to this Clause 10 (Mandatory Prepayment) or Clause 25.21 (Notes Purchases) shall be applied in the following order: (i) first, in cancellation of the Available Commitments (and the Available Commitment of the Lenders will be cancelled rateably) (such cancellation shall be deemed to be a prepayment even though no cash is paid by the Borrower to the Lenders); (ii) secondly, in permanent prepayment and cancellation of Utilisations and cancellation of Commitments; and (iii) thirdly, in repayment and cancellation of the Ancillary Outstandings and Ancillary Commitments. (b) Unless the Company makes an election under paragraph (c) below, the Borrowers shall make prepayments and cancellations under this Clause 10 or Clause 25.21 (Notes Purchases) at the following times: (i) in the case of Net Cash Proceeds (if any) required to be applied pursuant to Clause 10.2 (Disposals), within 364 days following receipt of those Net Cash Proceeds; and (ii) in the case of amounts required to be prepaid pursuant to Clause 25.21 (Notes Purchases), on or prior to the date of completion of the Notes Purchase in relation to which such prepayment is required. (c) Subject to paragraph (d) below, the Company may elect, by no less than two (2) Business Days’ notice in writing to the Agent (or such shorter period as the Majority Lenders may agree), that any prepayment of a Utilisation due under Clause 25.21 (Notes Purchases), to the extent it will be applied under any sub-clause other than sub-clause “first” of Clause 10.4(a) (Application of mandatory prepayments), may be made on the last day of the Interest Period relating to that Utilisation. If the Company makes that election then an amount of the Utilisation equal to the amount of the relevant prepayment shall be due and payable on the last day of its Interest Period. (d) If the Company has made an election under paragraph (c) above but an Event of Default has occurred and is continuing, that election shall no longer apply and a proportion of the Utilisation in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agree). (e) Subject to paragraphs (f) to (h) below, if monies are required to be applied in prepayment or repayment of Utilisations under Clause 10 (Mandatory Prepayment) but, in order to be so applied, need to be upstreamed or otherwise transferred from one member of the Group to another member of the Group to effect that payment, no amounts shall be payable under that Clause: (i) to the extent that the upstreaming or transfer of funds to make the relevant payment: (A) is prohibited by the local law of the jurisdiction from which the upstreaming (or other transfer) is to be made or the local law of the jurisdiction to which the upstreaming (or other transfer) should be made (in each case including, without limitation, any corporate benefit, capital maintenance, general legal or statutory limitations, financial assistance, fraudulent preference or laws or regulations (or analogous restrictions)); (B) would result in a risk to the officers or directors of the relevant member of the Group of contravention of their fiduciary or officers’ or directors’ duties and/or of civil or criminal liability; or (ii) in circumstances where the Taxes or other costs to the Group of the upstreaming (or other transfer) of funds to make the relevant payment is equal to or exceeds five per cent of the amount to be upstreamed or transferred. (f) Each Obligor shall (and the Company shall procure that each relevant member of the Group will) use all commercially reasonable endeavours to overcome any restrictions (including without limitation by seeking to upstream or otherwise transfer the relevant monies to one or more other members of the Group) and/or minimise any Taxes or other costs of any upstreaming (or other transfer). If at any time those restrictions are removed or (as the case may be) those Taxes or costs are reduced, the Company must procure that an amount equal to the relevant proceeds will be applied in prepayment of the Facility in accordance with this Agreement at the end of the next Interest Period. (g) If cash required for making such prepayment is available to any other member of the Restricted Group and such cash is not projected to be required by any member of the Restricted Group during the next 12 Months (“Free Cash”) and sub-paragraphs (e)(i) and (ii) above would not apply to any prepayment made using Free Cash, any such other members of the Restricted Group shall (to the extent it is able to do so without breaching any legal restriction applicable to it (including, without limitation, any financial assistance prohibition), having used all commercially reasonable endeavours to overcome any such restriction), apply the amount of Free Cash towards any applicable prepayment (or, as applicable, towards upstreaming (or otherwise transferring) such Free Cash to a Borrower to enable it to make that prepayment). (h) The obligation to make a mandatory prepayment under Clause 10.1 (Exit) shall not be subject to any limitation set out under paragraph (e) above.

  • Application of Mandatory Prepayments by Type of Loans Except as provided in subsection 2.4D, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(f) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, fourth, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Share.

  • Mandatory Prepayments of Loans (a) If the Agent notifies the Borrower at any time that the Total Revolving Usage at such time exceeds the Aggregate Revolving Commitment then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize (or provide other Backup Support for) the L/C Obligations in an aggregate amount sufficient to reduce the Total Revolving Usage as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Commitment then in effect. (b) If the Borrower or any Subsidiary receives any Net Cash Proceeds from any of the following events, the Borrower shall, for so long as any Term Loans are outstanding, apply such Net Cash Proceeds at the following times and in the order of application set forth in subsection (d) below (any such application, a “Proceeds Application”): (i) Within five Business Days following the receipt of any Net Cash Proceeds from any Disposition pursuant to Section 8.02(j) or Recovery Event (in each case excluding, for the avoidance of doubt, amounts reinvested or to be reinvested as contemplated by the definition of “Net Cash Proceeds”), the Borrower shall make a Proceeds Application in an amount equal to the amount of such Net Cash Proceeds. (ii) Within five Business Days following the receipt of any Net Cash Proceeds from (x) the issuance of any Indebtedness (other than Indebtedness permitted by Section 8.05 (other than Permitted Credit Agreement Refinancing Debt)) or (y) any increase in the Outstanding Securitization Amount above the highest Outstanding Securitization Amount, if any, previously in effect, the Borrower shall make a Proceeds Application in an amount equal to the amount of such Net Cash Proceeds. (c) Within 10 days of the date financial statements and the related compliance certificate have been delivered pursuant to Section 7.01(a), commencing with the financial statements and related compliance certificate relating to the fiscal year ending December 31, 2019, the Borrower shall prepay Term Loans in an aggregate principal amount equal to: (i) the ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements, minus (ii) the aggregate amount of all optional prepayments and repurchases of Loans (including Incremental Facilities, Other Term Loans and Other Revolving Loans secured by the Collateral on a pari passu basis with the Obligations) (in the case of revolving indebtedness, to the extent accompanied by a permanent reduction of the corresponding commitment and limited, in the case of below par repurchases, to the amount actually paid in cash to repurchase such Indebtedness), in each case, (A) made during such fiscal year or following the end of such fiscal year and prior to the date that a prepayment would be due under this Section 2.09(c) (provided, with respect to any such amount following the end of such fiscal year, such amount is not included in any subsequent calculation pursuant to this clause (c)), (B) to the extent not financed with the proceeds of long-term indebtedness (other than revolving indebtedness) and (C) to the extent not otherwise deducted in the calculation of Excess Cash Flow; provided, no payment shall be required if such amount is equal to or less than $10,000,000. (d) Except to the extent any Incremental Amendment or Extension Amendment provides that the Term Loans established thereby shall receive a lesser amount from any prepayment pursuant to clauses (b) or (c) above, each prepayment pursuant to clauses (b) and (c) above shall be applied ratably to the Term Loan(s) of each Class in proportion to the original principal amounts thereof, and shall be applied, without premium or penalty, but subject to Section 4.04, to the scheduled installments of principal of the applicable Term Loans in the direct order of maturity or as the Borrower may otherwise direct. Notwithstanding the foregoing, if, at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Indebtedness secured by the Collateral on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with all or a portion of the applicable Net Cash Proceeds or Excess Cash Flow (such Indebtedness required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds or Excess Cash Flow, as the case may be, on a pro rata basis to the prepayment of the Term Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.09 shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time, with it being agreed that the portion of Net Cash Proceeds or Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds or Excess Cash Flow required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds or Excess Cash Flow shall be allocated to the Term Loans in accordance with the terms hereof). (e) So long as any Term Loans remain outstanding, any Term Lender may elect to decline the entire portion of the prepayment of its Term Loans pursuant to clauses (b) or (c) of this Section 2.09 by delivering written notice of such election to the Agent within three days of such prepayment being due. The aggregate amount of the prepayment that would have been applied to prepay such Term Loans but were so declined shall be returned to the Borrower as promptly as practicable.

  • Mandatory Prepayments Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2) a new Section 2.20(d) shall be added as follows:

  • Mandatory Prepayment of Loans (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if any New Senior Unsecured Notes shall be issued or incurred by the Company or any Restricted Subsidiary an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraph.