Common use of Debt Proceeds Clause in Contracts

Debt Proceeds. The Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in Section 4.4(b)(vi) in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any incurrence by the Borrower or any of its Restricted Subsidiaries of Debt, excluding: (A) The Debt issued pursuant to the Permitted Debt Issuance, solely to the extent the proceeds thereof are used on the Closing Date to consummate the ESSI Merger and costs associated therewith; (B) Permitted Subordinated Debt, other than Subordinated Debt issued pursuant to the Permitted Debt Issuance, solely to the extent the proceeds thereof are used within ninety (90) days (such ninety (90) day period, the “Hold Period”) after receipt thereof to consummate a proposed acquisition and costs associated therewith so long as such proposed acquisition (a “Designated Acquisition”) (I) constitutes a Permitted Acquisition at the time of the closing thereof and (II) is identified in writing to the Administrative Agent on or prior to the issuance date of such Debt; provided, that any excess proceeds not so used to consummate a Permitted Acquisition or to fund a Permitted Escrow Redemption shall be applied as a mandatory prepayment as set forth in this Section 4.4(b)(i); and (C) senior unsecured Debt incurred in accordance with Section 11.1(m)(ii), solely to the extent the proceeds thereof are used within the Hold Period to consummate a proposed acquisition and costs associated therewith so long as such proposed acquisition is a Designated Acquisition; provided, that any excess proceeds not so used to consummate a Permitted Acquisition or to fund a Permitted Escrow Redemption shall be applied as a mandatory prepayment as set forth in this Section 4.4(b)(i); and (D) other Debt permitted pursuant to Section 11.1, other than Debt permitted by: (1) Section 11.1(j), to the extent that the proceeds are not used (x) in accordance with Section 4.4(b)(i)(B) above, (y) to refinance existing Permitted Subordinated Debt or (z) to refinance existing senior unsecured Debt previously incurred in accordance with Section 11.1(m), or (2) Section 11.1(m), to the extent that the proceeds are not used (x) in accordance with Section 4.4(b)(i)(C) above or (y) to refinance existing senior unsecured Debt previously incurred in accordance with Section 11.1(m). Such prepayment shall be made within three (3) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (This provision shall not be deemed to permit the incurrence of Debt not otherwise permitted pursuant to this Agreement.)

Debt Proceeds. (A) The Domestic Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in Section 4.4(b)(vi4.4(b)(v) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any incurrence of Senior Debt permitted pursuant to Section 11.1(j) or any other Senior Debt not permitted hereunder (but otherwise consented to by the Required Lenders) by the Domestic Borrower or any of its Restricted Subsidiaries; provided that such mandatory principal prepayment shall not be required if (1) the utilization of the Revolving Credit Commitment less all cash on the balance sheet of the Domestic Borrower and its Subsidiaries (excluding the proceeds of such Senior Debt) exceeds fifty percent (50%) of the Revolving Credit Commitment both before and after giving effect to such incurrence of Senior Debt, excluding: (A2) The no Default or Event of Default has occurred and is continuing both before and after giving effect to such incurrence of Senior Debt issued pursuant to the Permitted Debt Issuance, solely to the extent the proceeds thereof are used on the Closing Date to consummate the ESSI Merger and costs associated therewith; (B) Permitted Subordinated Debt, other than Subordinated Debt issued pursuant to the Permitted Debt Issuance, solely to the extent the proceeds thereof are used within ninety (90) days (such ninety (90) day period, the “Hold Period”) after receipt thereof to consummate a proposed acquisition and costs associated therewith so long as such proposed acquisition (a “Designated Acquisition”) (I) constitutes a Permitted Acquisition at the time of the closing thereof and (II3) is identified in writing the Borrower shall have delivered to the Administrative Agent on or prior evidence, in form and substance satisfactory to the issuance date of such Debt; providedAdministrative Agent, that any excess proceeds not so used to consummate a Permitted Acquisition or to fund a Permitted Escrow Redemption shall be applied as a mandatory prepayment as set forth demonstrating pro forma compliance with each covenant contained in this Section 4.4(b)(i); and (C) senior unsecured Debt incurred in accordance with Section 11.1(m)(ii), solely to the extent the proceeds thereof are used within the Hold Period to consummate a proposed acquisition Articles X and costs associated therewith so long as such proposed acquisition is a Designated Acquisition; provided, that any excess proceeds not so used to consummate a Permitted Acquisition or to fund a Permitted Escrow Redemption shall be applied as a mandatory prepayment as set forth in this Section 4.4(b)(i); and (D) other Debt permitted pursuant to Section 11.1, other than Debt permitted by: (1) Section 11.1(j), to the extent that the proceeds are not used (x) in accordance with Section 4.4(b)(i)(B) above, (y) to refinance existing Permitted Subordinated Debt or (z) to refinance existing senior unsecured Debt previously incurred in accordance with Section 11.1(m), or (2) Section 11.1(m), to the extent that the proceeds are not used (x) in accordance with Section 4.4(b)(i)(C) above or (y) to refinance existing senior unsecured Debt previously incurred in accordance with Section 11.1(m)XI. Such prepayment shall be made within three (3) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. . (This provision B) The Domestic Borrower shall not be deemed make mandatory principal prepayments of the Term Loans in the manner set forth in Section 4.4(b)(v) below in amounts equal to permit fifty percent (50%) of the aggregate Net Cash Proceeds from any incurrence of Subordinated Debt not otherwise permitted pursuant to this AgreementSection 11.1(i) or any other Subordinated Debt not permitted hereunder (but otherwise consented to by the Required Lenders) by the Domestic Borrower or any of its Subsidiaries. Such prepayment shall be made within three (3) Business Days after the date of receipt of Net Cash Proceeds of any such transaction.)

Debt Proceeds. The Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in Section 4.4(b)(vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any incurrence by the Borrower or any of its Restricted Subsidiaries of Debt, excluding: (A) The Debt issued pursuant to the Permitted Debt IssuanceSenior Subordinated Notes, solely to the extent the proceeds thereof are used on the Closing Date to consummate the ESSI IDT Merger and costs associated therewith; (B) Permitted Subordinated Debt, other than the Senior Subordinated Debt issued pursuant to the Permitted Debt IssuanceNotes, solely to the extent the proceeds thereof are used within ninety (90) days (such ninety (90) day period, the “Hold Period”"HOLD PERIOD") after receipt thereof to consummate a proposed acquisition and costs associated therewith so long as such proposed acquisition (a “Designated Acquisition”"DESIGNATED ACQUISITION") (I) constitutes a Permitted Acquisition at the time of the closing thereof and (II) is identified in writing to the Administrative Agent on or prior to the issuance date of such Permitted Subordinated Debt; providedPROVIDED, that any excess proceeds not so used to consummate a Permitted Acquisition or to fund a Permitted Escrow Redemption shall be applied as a mandatory prepayment as set forth in this Section 4.4(b)(i); and (C) senior unsecured Debt incurred in accordance with Section 11.1(m)(ii), solely to the extent the proceeds thereof are used within the Hold Period to consummate a proposed acquisition and costs associated therewith so long as such proposed acquisition is a Designated Acquisition; provided, that any excess proceeds not so used to consummate a Permitted Acquisition or to fund a Permitted Escrow Redemption shall be applied as a mandatory prepayment as set forth in this Section 4.4(b)(i); and (D) other Debt permitted pursuant to Section 11.1, 11.1 (other than Debt permitted by: (1) by Section 11.1(j), to the extent that the proceeds are not used (x) in accordance with Section 4.4(b)(i)(B) above, (y) to refinance existing Permitted Subordinated Debt or (z) to refinance existing senior unsecured Debt previously incurred in accordance with Section 11.1(m), or (2) Section 11.1(m), to the extent that the proceeds are not used (x) in accordance with Section 4.4(b)(i)(C) above or (y) to refinance existing senior unsecured Debt previously incurred in accordance with Section 11.1(m). Such prepayment shall be made within three (3) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (This provision shall not be deemed to permit the incurrence of Debt not otherwise permitted pursuant to this Agreement.)