Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower will repay the aggregate outstanding principal of the Term A Loans on the dates and in the amounts set forth below: June 30, 2007 $ 1,750,000 September 30, 2007 $ 1,750,000 December 31, 2007 $ 1,750,000 March 31, 2008 $ 2,187,500 June 30, 2008 $ 2,187,500 September 30, 2008 $ 2,187,500 December 31, 2008 $ 2,187,500 March 31, 2009 $ 2,625,000 June 30, 2009 $ 2,625,000 September 30, 2009 $ 2,625,000 Term Loan Maturity Date $ 2,625,000 (b) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower will repay the aggregate outstanding principal of the Term A-1 Loans on the dates and in the amounts set forth below: September 30, 2006 $ 100,000 December 31, 2006 $ 100,000 March 31, 2007 $ 100,000 June 30, 2007 $ 100,000 September 30, 2007 $ 100,000 December 31, 2007 $ 100,000 March 31, 2008 $ 100,000 June 30, 2008 $ 100,000 September 30, 2008 $ 100,000 December 31, 2008 $ 100,000 March 31, 2009 $ 100,000 June 30, 2009 $ 100,000 September 30, 2009 $ 100,000 December 31, 2009 $ 100,000 March 31, 2010 $ 2,850,000 June 30, 2010 $ 2,850,000 September 30, 2010 $ 2,850,000 December 31, 2010 $ 2,850,000 March 31, 2011 $ 2,850,000 Term A-1 Loan Maturity Date $ 24,350,000 (c) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Term A Loans shall be due and payable in full on the Term A Loan Maturity Date, (ii) the aggregate outstanding principal of the Term A-1 Loans shall be due and payable in full on the Term A-1 Loan Maturity Date, (iii) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Revolving Credit Maturity Date, and (iv) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. The Borrower shall repay the aggregate outstanding principal of each Series of Incremental Term Loans on the dates and in the amounts set forth in the applicable Incremental Term Loan Amendment. (d) In the event that, at any time, the Aggregate Revolving Credit Exposure (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Revolving Credit Commitments at such time (after giving effect to any concurrent termination or reduction thereof), the Borrower will, within two (2) Business Days after such time, prepay the outstanding principal amount of the Swingline Loans and, to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the outstanding principal amount of the Revolving Loans in the amount of such excess; provided that, to the extent such excess amount is greater than the aggregate principal amount of Swingline Loans and Revolving Loans outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Exposure by an equivalent amount. (e) Promptly upon (and in any event not later than five (5) Business Days after) its receipt thereof, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 75% of the Net Cash Proceeds from any Equity Issuance and 100% of the Net Cash Proceeds from any Debt Issuance, and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed on behalf of the Borrower by a Financial Officer of the Borrower in form reasonably satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that in the event the Total Leverage Ratio (calculated on a pro forma basis after giving effect to any Equity Issuance) is equal to or less than 2.0 to 1.0, the Borrower shall not be required to prepay the Loans in respect of any such Equity Issuance. (f) Not later than 270 days after its receipt of any proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event in excess of (y) $500,000 for any single Casualty Event or (z) $1,000,000 when aggregated with such proceeds for all Casualty Events during any single fiscal year (or, in either case, if earlier, upon its determination not to repair or replace any property subject to such Casualty Event or to acquire assets used or useable in the business of the Borrower or its Subsidiaries), the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from such Casualty Event (less any amounts theretofore applied (or contractually committed to be applied) to the repair or replacement of property subject to such Casualty Event or to acquire assets used or useable in the business of the Borrower or its Subsidiaries) and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed on behalf of the Borrower by a Financial Officer of the Borrower in form reasonably satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that, notwithstanding the foregoing, (i) except as otherwise provided in this Agreement (including in clause (ii) below) or in any other Credit Document, the Administrative Agent shall promptly turn over to the Borrower any such proceeds received during such 270-day period (unless the Borrower has, prior to the Administrative Agent’s receipt of such proceeds, notified the Administrative Agent of its determination not to repair or replace the property subject to the applicable Casualty Event or to acquire assets used or useable in the business of the Borrower or its Subsidiaries), but nothing in this Section 2.6(f) shall be deemed to limit or otherwise affect any right of the Administrative Agent herein or in any of the other Credit Documents to receive and hold such proceeds as loss payee and to disburse the same to the Borrower upon the terms hereof or thereof, or any obligation of the Borrower or any of its Subsidiaries herein or in any of the other Credit Documents to remit any such proceeds to the Administrative Agent upon its receipt thereof, and (ii) any and all such proceeds received or held by the Administrative Agent or the Borrower or any of its Subsidiaries during the continuance of an Event of Default (regardless of any proposed use thereof for repair, replacement or reinvestment, but less any amounts theretofore applied (or contractually committed to be applied) to the repair or replacement of property subject to such Casualty Event) shall be applied to prepay the outstanding principal amount of the Loans. Subject to the foregoing, any proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event applied (or contractually committed to be applied) within 270 days to the repair or replacement of property subject to such Casualty Event or to acquire assets used or useable in the business of the Borrower or its Subsidiaries in accordance with the provisions of this Section 2.6(f) shall not be required to be applied by the Borrower as a prepayment of the outstanding principal amount of the Loans. (g) Promptly upon (and in any event not later than five (5) Business Days after) its receipt thereof, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from any Asset Disposition and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed on behalf of the Borrower by a Financial Officer of the Borrower in form reasonably satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that with respect to Asset Dispositions permitted under Section 8.4(v), the Borrower shall not be required to apply such Net Cash Proceeds as a prepayment of the Loans as provided herein, so long as (and to the extent that) such Net Cash Proceeds are applied towards (or are contractually committed to be applied towards) assets used or useable in the business of the Borrower or its Subsidiaries within 180 days after such Asset Disposition; but provided further that any such Net Cash Proceeds not applied within 180 days (regardless of any contractual commitments) to the replacement of property subject to such Asset Disposition shall be applied by the Borrower as a prepayment of the outstanding principal amount of the Loans no later than the fifth (5th) Business Day immediately following such 180-day period. Notwithstanding the foregoing, nothing in this Section 2.6(g) shall be deemed to permit any Asset Disposition not expressly permitted under Section 8.4. (h) Each prepayment of the Loans made pursuant to Sections 2.6(e) through Section 2.6(g) shall be applied (i) first, to reduce the outstanding principal amount of the Term A Loans, the Term A-1 Loans and the Incremental Term Loans (if any) (applied ratably to Term A Loans, Term A-1 Loans and each Series of Incremental Term Loans based upon the respective aggregate outstanding principal amount of each such Class of Loans at the time of such prepayment), with such reduction to be applied (y) first, to the next four (4) scheduled unpaid principal payments of the Term A Loans, Term A-1 Loans and each Series of Incremental Term Loans (as set forth in subsections (a) and (b) above or in the applicable Incremental Term Loan Amendment) (excluding any scheduled principal payments due on the date of such prepayment), in the direct order of maturity, and (z) second, to the extent of any excess remaining after application as provided in clause (y) above, to the other remaining scheduled principal payments of the Term A Loans, Term A-1 Loans and Incremental Term Loans (as set forth in subsections (a) and (b) above or in the applicable Incremental Term Loan Amendment), in the inverse order of maturity, (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, to reduce the outstanding principal amount of the Swingline Loans (but without any corresponding permanent reduction of the Swingline Commitment or the Revolving Credit Commitments), (iii) third, to the extent of any excess remaining after application as provided in clauses (i) and (ii) above, to reduce the outstanding principal amount of the Revolving Loans (but without any corresponding permanent reduction of the Revolving Credit Commitments), and (iv) fourth, to the extent of any excess remaining after application as provided in clauses (i), (ii) and (iii) above, to pay any outstanding Reimbursement Obligations, and within each Class of Loans shall be applied first to prepay all Base Rate Loans before any LIBOR Loans are prepaid; provided that such prepayments shall be applied against LIBOR Loans in such a manner as to minimize any amounts required to be paid under Section 2.18 as a consequence thereof. Each payment or prepayment pursuant to the provisions of this Section 2.6 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. Swingline Loans and Revolving Loans (but not Term Loans) prepaid pursuant to this Section 2.6(h) may be reborrowed, subject to the terms and conditions of this Agreement. (i) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof. (j) In the event the Administrative Agent receives a notice of prepayment with respect to Sections 2.6(e) through 2.6(g), the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with respect thereto. Upon request by any Lender, the Administrative Agent will forward to such Lender a copy of the certificate of the Borrower with respect to any such prepayment.
Appears in 1 contract
Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower will repay the aggregate outstanding principal of the Tranche A Term A Loans on the dates and in the amounts set forth below: September 30, 2003 $ 950,000 December 31, 2003 $ 950,000 March 31, 2004 $ 950,000 June 30, 2004 $ 950,000 September 30, 2004 $ 1,425,000 December 31, 2004 $ 1,425,000 March 31, 2005 $ 1,425,000 June 30, 2005 $ 1,425,000 September 30, 2005 $ 1,900,000 December 31, 2005 $ 1,900,000 March 31, 2006 $ 1,900,000 June 30, 2006 $ 1,900,000 September 30, 2006 $ 2,375,000 December 31, 2006 $ 2,375,000 March 31, 2007 $ 2,375,000 June 30, 2007 $ 1,750,000 2,375,000 September 30, 2007 $ 1,750,000 2,850,000 December 31, 2007 $ 1,750,000 2,850,000 March 31, 2008 $ 2,187,500 June 30, 2008 $ 2,187,500 September 30, 2008 $ 2,187,500 December 31, 2008 $ 2,187,500 March 31, 2009 $ 2,625,000 June 30, 2009 $ 2,625,000 September 30, 2009 $ 2,625,000 Term Loan 2,850,000 Tranche A Maturity Date $ 2,625,0002,850,000
(b) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower will repay the aggregate outstanding principal of the Tranche B Term A-1 Loans on the dates and in the amounts set forth below: September 30, 2003 $ 150,000 December 31, 2003 $ 150,000 March 31, 2004 $ 150,000 June 30, 2004 $ 150,000 September 30, 2004 $ 150,000 December 31, 2004 $ 150,000 March 31, 2005 $ 150,000 June 30, 2005 $ 150,000 September 30, 2005 $ 150,000 December 31, 2005 $ 150,000 March 31, 2006 $ 100,000 150,000 June 30, 2006 $ 150,000 September 30, 2006 $ 150,000 December 31, 2006 $ 100,000 150,000 March 31, 2007 $ 100,000 150,000 June 30, 2007 $ 100,000 150,000 September 30, 2007 $ 100,000 150,000 December 31, 2007 $ 100,000 150,000 March 31, 2008 $ 100,000 150,000 June 30, 2008 $ 100,000 150,000 September 30, 2008 $ 100,000 14,250,000 December 31, 2008 $ 100,000 14,250,000 March 31, 2009 $ 100,000 June 30, 2009 $ 100,000 September 30, 2009 $ 100,000 December 31, 2009 $ 100,000 March 31, 2010 $ 2,850,000 June 30, 2010 $ 2,850,000 September 30, 2010 $ 2,850,000 December 31, 2010 $ 2,850,000 March 31, 2011 $ 2,850,000 Term A-1 Loan 14,250,000 Tranche B Maturity Date $ 24,350,00014,250,000
(c) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Tranche A Term A Loans shall be due and payable in full on the Term Tranche A Loan Maturity Date, (ii) the aggregate outstanding principal of the Tranche B Term A-1 Loans shall be due and payable in full on the Term A-1 Loan Tranche B Maturity Date, (iii) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Revolving Credit Maturity Date, and (iv) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. The Borrower shall repay the aggregate outstanding principal of each Series of Incremental Term Loans on the dates and in the amounts set forth in the applicable Incremental Term Loan Amendment.
(d) In the event that, at any time, (i) the Aggregate Revolving Credit Exposure (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Revolving Credit Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (ii) a negative Revolver Availability exists, or (iii) the amount of Revolving Credit Exposure incurred after the date of the certificate then most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.2(c) (net of any reductions since such date in the outstanding principal amount of the Term Loans) exceeds the Revolver Availability indicated therein, the Borrower will, within two (2) Business Days after such time, prepay the outstanding principal amount of the Swingline Loans and, to the extent of any excess (or negative amount, as the case may be) remaining after prepayment in full of outstanding Swingline Loans, the outstanding principal amount of the Revolving Loans in the amount of such excessexcess (or negative amount, as the case may be); provided that, to the extent such excess amount is greater than the aggregate principal amount of Swingline Loans and Revolving Loans outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Exposure by an equivalent amount.
(e) Promptly upon (and in any event not later than five (5) Business Days after) its receipt thereof, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 75100% of the Net Cash Proceeds from any Equity Issuance and 100% of the Net Cash Proceeds from any Debt Issuance, and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed on behalf of the Borrower by a Financial Officer of the Borrower in form reasonably satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that in the event the Total Leverage Ratio (calculated on a pro forma basis after giving effect to any Equity Issuance) is equal to or less than 2.0 to 1.0, the Borrower shall not be required to prepay the Loans in respect of any such Equity Issuance.
(f) Not later than 270 days after its receipt of any proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event in excess of (y) $500,000 100,000 for any single Casualty Event or (z) $1,000,000 500,000 when aggregated with such proceeds for all Casualty Events during any single fiscal year (or, in either case, if earlier, upon its determination not to repair or replace any property subject to such Casualty Event or to acquire assets used or useable in the business of the Borrower or its Subsidiaries), the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from such Casualty Event (less any amounts theretofore applied (or contractually committed to be applied) to the repair or replacement of property subject to such Casualty Event or to acquire assets used or useable in the business of the Borrower or its Subsidiaries) and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed on behalf of the Borrower by a Financial Officer of the Borrower in form reasonably satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that, notwithstanding the foregoing, (i) except as otherwise provided in this Agreement (including in clause (ii) below) or in any other Credit Document, the Administrative Agent shall promptly turn over to the Borrower any such proceeds received during such 270-day period (unless the Borrower has, prior to the Administrative Agent’s receipt of such proceeds, notified the Administrative Agent of its determination not to repair or replace the property subject to the applicable Casualty Event or to acquire assets used or useable in the business of the Borrower or its Subsidiaries), but nothing in this Section 2.6(f) shall be deemed to limit or otherwise affect any right of the Administrative Agent herein or in any of the other Credit Documents to receive and hold such proceeds as loss payee and to disburse the same to the Borrower upon the terms hereof or thereof, or any obligation of the Borrower or any of its Subsidiaries herein or in any of the other Credit Documents to remit any such proceeds to the Administrative Agent upon its receipt thereof, and (ii) any and all such proceeds received or held by the Administrative Agent or the Borrower or any of its Subsidiaries during the continuance of an Event of Default (regardless of any proposed or actual use thereof for repair, replacement or reinvestment, but less any amounts theretofore applied (or contractually committed to be applied) to the repair or replacement of property subject to such Casualty Event) shall be applied to prepay the outstanding principal amount of the Loans. Subject to the foregoing, any proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event applied (or contractually committed to be applied) within 270 days to the repair or replacement of property subject to such Casualty Event or to acquire assets used or useable in the business of the Borrower or its Subsidiaries in accordance with the provisions of this Section 2.6(f) shall not be required to be applied by the Borrower as a prepayment of the outstanding principal amount of the Loans.
(g) Promptly upon (and in any event not later than five (5) Business Days after) its receipt thereof, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from any Asset Disposition and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed on behalf of the Borrower by a Financial Officer of the Borrower in form reasonably satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that with respect to Asset Dispositions permitted under Section 8.4(v), the Borrower shall not be required to apply such Net Cash Proceeds as a prepayment of the Loans as provided herein, so long as (and to the extent that) such Net Cash Proceeds are applied towards (or are contractually committed to be applied towards) assets used or useable in the business of the Borrower or its Subsidiaries within 180 days after such Asset Disposition; but provided further that any such Net Cash Proceeds not applied within 180 days (regardless of any contractual commitments) to the replacement of property subject to such Asset Disposition shall be applied by the Borrower as a prepayment of the outstanding principal amount of the Loans no later than the fifth (5th) Business Day immediately following such 180-day period. Notwithstanding the foregoing, nothing in this Section 2.6(g) shall be deemed to permit any Asset Disposition not expressly permitted under Section 8.4.
(h) Concurrently with the delivery of its annual financial statements after the end of each fiscal year, beginning with fiscal year 2003, and in any event not later than ninety (90) days after the last day of each such fiscal year, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 75% of Excess Cash Flow, if any, for such fiscal year (provided that, with respect to fiscal year 2003, Excess Cash Flow shall be calculated for the period of the last two fiscal quarters of such fiscal year only, as set forth in the definition of “Excess Cash Flow”) and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed on behalf of the Borrower by a Financial Officer of the Borrower in form reasonably satisfactory to the Administrative Agent and setting forth the calculation of such Excess Cash Flow; provided, however, that in the event the Total Leverage Ratio is equal to or less than 2.5 to 1.0 as of the last day of any such fiscal year, the prepayment required under this Section 2.6(h) shall be an amount equal to 50% of Excess Cash Flow, if any, for such fiscal year.
(i) Promptly upon (and in any event not later than five (5) Business Days after) the receipt thereof, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from any Mettis Purchase Price Adjustment and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed on behalf of the Borrower by a Financial Officer of the Borrower in form reasonably satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds
(j) Each prepayment of the Loans made pursuant to Sections 2.6(e) through Section 2.6(g2.6(i) shall be applied (i) first, to reduce the outstanding principal amount of the Tranche A Term A Loans, the Term A-1 Loans and the Incremental Tranche B Term Loans (if any) (applied ratably to Term A Loans, Term A-1 Loans and each Series of Incremental Term Loans based upon the respective aggregate outstanding principal amount of each such Class of Loans at the time of such prepayment)on a pro rata basis, with such reduction to be applied (y) first, to the next four (4) scheduled unpaid principal payments of the Term A Loans, Term A-1 Loans and each Series of Incremental Term Loans (as set forth in subsections (a) and (b) above or in the applicable Incremental Term Loan Amendment) (excluding any scheduled principal payments due on the date of such prepayment), in the direct order of maturity, and (z) second, to the extent of any excess remaining after application as provided in clause (y) above, to the other remaining scheduled principal payments of the Term A Loans, Term A-1 Loans and Incremental Term Loans (as set forth in subsections (a) and (b) above or in the applicable Incremental Term Loan Amendment), in the inverse order of maturity, (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, to reduce the outstanding principal amount of the Swingline Loans (but without any corresponding permanent reduction of the Swingline Commitment or the Revolving Credit Commitments), (iii) third, to the extent of any excess remaining after application as provided in clauses (i) and (ii) above, to reduce the outstanding principal amount of the Revolving Loans (but without any corresponding permanent reduction of the Revolving Credit Commitments), and (iv) fourth, to the extent of any excess remaining after application as provided in clauses (i), (ii) and (iii) above, to pay any outstanding Reimbursement Obligations, and within each Class of Loans shall be applied first to prepay all Base Rate Loans before any LIBOR Loans are prepaid; provided that such prepayments shall be applied against LIBOR Loans in such a manner as to minimize any amounts required to be paid under Section 2.18 as a consequence thereof. Each payment or prepayment pursuant to the provisions of this Section 2.6 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. Swingline Loans and Revolving Loans (but not Term Loans) prepaid pursuant to this Section 2.6(h) may be reborrowed, subject to the terms and conditions of this Agreement.
(i) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof.
(j) In the event the Administrative Agent receives a notice of prepayment with respect to Sections 2.6(e) through 2.6(g), the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with respect thereto. Upon request by any Lender, the Administrative Agent will forward to such Lender a copy of the certificate of the Borrower with respect to any such prepayment.applied
Appears in 1 contract
Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower Company will repay the aggregate outstanding principal of the Tranche B Term A Loans on the dates and in the amounts set forth below: June 30, 2006 $ 875,000 September 30, 2006 $ 875,000 December 31, 2006 $ 875,000 March 31, 2007 $ 1,750,000 875,000 June 30, 2007 $ 875,000 September 30, 2007 $ 1,750,000 875,000 December 31, 2007 $ 1,750,000 875,000 March 31, 2008 $ 2,187,500 875,000 June 30, 2008 $ 2,187,500 875,000 September 30, 2008 $ 2,187,500 875,000 December 31, 2008 $ 2,187,500 875,000 March 31, 2009 $ 2,625,000 875,000 June 30, 2009 $ 2,625,000 875,000 September 30, 2009 $ 2,625,000 875,000 December 31, 2009 $ 875,000 March 31, 2010 $ 875,000 June 30, 2010 $ 875,000 September 30, 2010 $ 875,000 December 31, 2010 $ 875,000 March 31, 2011 $ 875,000 June 30, 2011 $ 875,000 September 30, 2011 $ 875,000 December 31, 2011 $ 875,000 March 31, 2012 $ 875,000 June 30, 2012 $ 875,000 September 30, 2012 $ 875,000 December 31, 2012 $ 875,000 Tranche B Term Loan Maturity Date $ 2,625,000326,375,000
(b) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower will repay the aggregate outstanding principal of the Term A-1 Loans on the dates and in the amounts set forth below: September 30, 2006 $ 100,000 December 31, 2006 $ 100,000 March 31, 2007 $ 100,000 June 30, 2007 $ 100,000 September 30, 2007 $ 100,000 December 31, 2007 $ 100,000 March 31, 2008 $ 100,000 June 30, 2008 $ 100,000 September 30, 2008 $ 100,000 December 31, 2008 $ 100,000 March 31, 2009 $ 100,000 June 30, 2009 $ 100,000 September 30, 2009 $ 100,000 December 31, 2009 $ 100,000 March 31, 2010 $ 2,850,000 June 30, 2010 $ 2,850,000 September 30, 2010 $ 2,850,000 December 31, 2010 $ 2,850,000 March 31, 2011 $ 2,850,000 Term A-1 Loan Maturity Date $ 24,350,000
(c) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Tranche B Term A Loans shall be due and payable in full by the Company on the Tranche B Term A Loan Maturity Date, (ii) the aggregate outstanding principal of the Term A-1 Dollar Revolving Loans shall be due and payable in full by the Company on the Term A-1 Loan Revolving Credit Maturity Date, (iii) the aggregate outstanding principal of the Foreign Currency Revolving Loans shall be due and payable in full by the applicable Borrowers thereof on the Revolving Credit Maturity Date, and (iv) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full by the Company on the Swingline Maturity Date. The Borrower shall Company will repay the aggregate outstanding principal of each Series of Incremental Term Loans on the dates and in the amounts set forth in the applicable Incremental Term Loan Amendment.
(dc) In the event that, at any time, the Aggregate Revolving Credit Exposure (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Dollar Revolving Loans made on the date of determination) shall exceed the aggregate Revolving Credit Commitments at such time (after giving effect to any concurrent termination or reduction thereof), (i) the Borrower will, within two (2) Business Days after such time, Company will immediately prepay the outstanding principal amount of the Swingline Loans and, and (ii) to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrowers will (subject to Section 11.18) immediately prepay the outstanding principal amount of the Revolving Loans in the amount Dollar Amount of such excess; provided that, to the extent such excess amount is greater than the aggregate principal amount Dollar Amount (determined as of the most recent Revaluation Date) of Swingline Loans and Revolving Loans outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Exposure by an equivalent amount. In the event that, at any time, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Revolving Loans outstanding at such time shall exceed 105% of the Foreign Currency Subcommitment at such time (after giving effect to any concurrent termination or reduction thereof), the Borrowers will (subject to Section 11.18) prepay the outstanding principal amount of the Foreign Currency Revolving Loans in the Dollar Amount of such excess on the last day of the first Interest Period ending thereafter or, if sooner, within thirty (30) days (or immediately, if an Event of Default shall then have occurred and be continuing).
(ed) Promptly upon (and in any event not later than five one (51) Business Days Day after) its receipt thereofthereof by any Credit Party, the Borrower Borrowers will (subject to Section 11.18) prepay the outstanding principal amount of the Loans in an amount equal to 75% of the Net Cash Proceeds from any Equity Issuance and 100% of the Net Cash Proceeds from any Debt Issuance and 50% of the Net Cash Proceeds from any Equity Issuance, and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed on behalf of the Borrower by a Financial Officer of the Borrower Company in form reasonably and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that in the event the Total Leverage Ratio (calculated on a pro forma basis after giving effect as set forth in the Compliance Certificate then most recently delivered to any Equity Issuancethe Administrative Agent and the Lenders) is equal to or less than 2.0 2.5 to 1.0, the Borrower no prepayment shall not be required to prepay the Loans under this Section 2.6(d) in respect of any such Equity Issuance.
(fe) Not later than 270 180 days after its receipt by any Credit Party of any proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event in excess of (y) $500,000 for any single Casualty Event or (z) $1,000,000 when aggregated with such proceeds for all Casualty Events during any single fiscal year (or, in either case, if earlier, upon its determination not to repair or replace any property subject to such Casualty Event or to acquire assets used or useable in the business of the Borrower or Company and its Subsidiaries), the Borrower Borrowers will (subject to Section 11.18) prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from such Casualty Event (less any amounts theretofore applied (or contractually committed to be applied) to the repair or replacement of property subject to such Casualty Event or to acquire assets used or useable in the business of the Borrower or Company and its Subsidiaries) and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed on behalf of the Borrower by a Financial Officer of the Borrower Company in form reasonably and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that, notwithstanding the foregoing, (i) except as otherwise provided in this Agreement (including in clause (ii) below) or in any other Credit Document, the Administrative Agent shall promptly turn over to the Borrower Company any such proceeds received during such 270180-day period (unless the Borrower Company has, prior to the Administrative Agent’s receipt of such proceeds, notified the Administrative Agent of its determination not to repair or replace the property subject to the applicable Casualty Event or to acquire assets used or useable in the business of the Borrower or Company and its Subsidiaries), but nothing in this Section 2.6(f2.6(e) shall be deemed to limit or otherwise affect any right of the Administrative Agent herein or in any of the other Credit Documents to receive and hold such proceeds as loss payee and to disburse the same to the Borrower Company upon the terms hereof or thereof, or any obligation of the Borrower Company or any of its Subsidiaries herein or in any of the other Credit Documents to remit any such proceeds to the Administrative Agent upon its receipt thereof, and (ii) any and all such proceeds received or held by the Administrative Agent or the Borrower or any of its Subsidiaries Credit Party during the continuance of an Event of Default (regardless of any proposed or actual use thereof for repair, replacement or reinvestment, but less any amounts theretofore applied (or contractually committed to be applied) to the repair or replacement of property subject to such Casualty Event) shall be applied to prepay the outstanding principal amount of the Loans. Subject to the foregoing, .
(f) Not later than 180 days after receipt by any Credit Party of proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event applied Asset Disposition other than an Excluded Asset Disposition (or contractually committed or, if earlier, upon its determination not to be applied) within 270 days apply such proceeds to the repair or replacement acquisition of property subject to such Casualty Event or to acquire assets used or useable in the business of the Borrower or Company and its Subsidiaries in accordance with the provisions of this Section 2.6(f) shall not be required to be applied by the Borrower as a prepayment of the outstanding principal amount of the Loans.
(g) Promptly upon (and in any event not later than five (5) Business Days after) its receipt thereofSubsidiaries), the Borrower Borrowers will (subject to Section 11.18) prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from any such Asset Disposition (less any amounts theretofore applied (or contractually committed to be applied) to acquire assets used or useable in the business of the Company and its Subsidiaries) and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed on behalf of the Borrower by a Financial Officer of the Borrower Company in form reasonably and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that with respect to Asset Dispositions permitted under Section 8.4(v), the Borrower shall not be required to apply such Net Cash Proceeds as a prepayment of the Loans as provided herein, so long as (and to the extent that) such Net Cash Proceeds are applied towards (or are contractually committed to be applied towards) assets used or useable in the business of the Borrower or its Subsidiaries within 180 days after such Asset Disposition; but provided further that any such Net Cash Proceeds not applied (or contractually committed to be applied) within 180 days (regardless of any contractual commitments) to the replacement acquisition of property subject to such Asset Disposition other assets as provided herein shall be applied by the Borrower Borrowers as a prepayment of the outstanding principal amount of the Loans no later than the fifth first (5th1st) Business Day immediately following such 180-day period; and provided further that the requirements of this Section 2.6(f) shall not apply to the first $10,000,000 of Net Cash Proceeds from Asset Dispositions (other than Excluded Asset Dispositions) from and after the Closing Date. Notwithstanding the foregoing, nothing in this Section 2.6(g2.6(f) shall be deemed to permit any Asset Disposition not expressly permitted under Section 8.4.
(g) Concurrently with the delivery of its annual financial statements after the end of each fiscal year, beginning with delivery of the annual financial statements for fiscal year 2006, and in any event not later than ninety (90) days after the last day of each such fiscal year, the Borrowers will (subject to Section 11.18) prepay the outstanding principal amount of the Loans in an amount equal to 50% of Excess Cash Flow, if any, for such fiscal year (provided that, with respect to fiscal year 2006, Excess Cash Flow shall be calculated only for the portion of such fiscal year beginning on the first day of the first fiscal month commencing after the Closing Date, as set forth in the definition of “Excess Cash Flow”) and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of the Company in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Excess Cash Flow; provided, however, that in the event the Total Leverage Ratio is equal to or less than 2.5 to 1.0 as of the last day of any such fiscal year, no prepayment shall be required under this Section 2.6(g) in respect of Excess Cash Flow, if any, for such fiscal year.
(h) Each prepayment of the Loans made pursuant to Sections 2.6(e2.6(d) through Section 2.6(g) shall be applied (i) first, by the Company to reduce the outstanding principal amount of the Tranche B Term A Loans, the Term A-1 Loans and the Incremental Term Loans (if any) (applied ratably to Term A Loans, Term A-1 Loans and each Series of Incremental Term Loans based upon the respective aggregate outstanding principal amount of each such Class of Loans at the time of such prepayment)on a pro rata basis, with such reduction to be applied (y) first, to the next four (4) scheduled unpaid principal payments of the Term A Loans, Term A-1 Loans and each Series of Incremental Term Loans (as set forth in subsections (a) and (b) above or in the applicable Incremental Term Loan Amendment) (excluding any scheduled principal payments due on the date of such prepayment), in the direct order of maturity, and (z) second, maturity to the extent of any excess remaining after application as provided in clause (y) above, principal payments scheduled to come due within the next twelve months and thereafter to the other remaining scheduled principal payments of the Term A Loans, Term A-1 Loans and Incremental Term Loans (as set forth in subsections (a) and (b) above or in the applicable Incremental Term Loan Amendment), in the inverse order of maturityon a pro rata basis, (ii) second, to the extent of any excess remaining after application as provided in clause (i) above, by the Company to reduce the outstanding principal amount of the Swingline Loans (but without any with a corresponding permanent reduction of the Swingline Commitment or the Revolving Credit Commitments), (iii) third, to the extent of any excess remaining after application as provided in clauses (i) and (ii) above, by the Borrowers to reduce the outstanding principal amount of the Revolving Loans (but without any with a corresponding permanent reduction of the Revolving Credit Commitments), and (iv) fourth, to the extent of any excess remaining after application as provided in clauses (i), (ii) and (iii) above, by the Company to pay any outstanding Reimbursement ObligationsObligations and, and within to the extent of any excess remaining, to cash collateralize Letter of Credit Exposure. Within each Class of Loans Loans, such prepayments shall be applied first to prepay all Base Rate Loans before any LIBOR Loans are prepaid; provided that such prepayments shall be applied against Loans, and then to prepay LIBOR Loans in such a manner as to minimize any amounts required to be paid under Section 2.18 as a consequence thereofdirect order of Interest Period maturities. Each payment or prepayment pursuant to the provisions of this Section 2.6 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. Swingline Loans and Revolving Loans (but not Term Loans) prepaid pursuant to this Section 2.6(h) may be reborrowed, subject to the terms and conditions of this Agreement.
(i) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof.
(i) If any Borrower is required to make a mandatory prepayment of LIBOR Loans under this Section 2.6, such Borrower shall have the right, in lieu of making such prepayment in full, to deposit an amount equal to such mandatory prepayment with the Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent as collateral for the prepayment of such LIBOR Loans and shall be applied to the prepayment of the applicable LIBOR Loans at the end of the current Interest Periods applicable thereto. At the request of such Borrower, amounts so deposited shall be invested by the Administrative Agent in Cash Equivalents maturing prior to the date or dates on which it is anticipated that such amounts will be applied to prepay such LIBOR Loans; any interest earned on such Cash Equivalents will be for the account of such Borrower and such Borrower will deposit with the Administrative Agent the amount of any loss on any such Cash Equivalents to the extent necessary in order that the amount of the prepayment to be made with the deposited amounts may not be reduced.
(j) In the event the Administrative Agent receives a notice of prepayment with respect to Sections 2.6(e2.6(d) through 2.6(g), the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with respect thereto. Upon request by any Lender, the Administrative Agent will forward to such Lender a copy of the certificate of the Borrower with respect to any such prepayment.
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Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower will repay the aggregate outstanding principal of the Tranche A Term A Loans on the dates and in the amounts set forth below: June 30, 2007 $ 1,750,000 September 30, 2007 $ 1,750,000 December 31, 2007 $ 1,750,000 March 31, 2008 $ 2,187,500 June 30, 2008 $ 2,187,500 September 30, 2008 $ 2,187,500 December 31, 2008 $ 2,187,500 March 31, 2009 $ 2,625,000 June 30, 2009 $ 2,625,000 September 30, 2009 $ 2,625,000 Term Loan Maturity Date $ 2,625,000:
(b) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower will repay the aggregate outstanding principal of the Tranche B Term A-1 Loans on the dates and in the amounts set forth below: March 31, 2005 $500,000 June 30, 2005 $500,000 September 30, 2005 $500,000 December 31, 2005 $500,000 March 31, 2006 $500,000 June 30, 2006 $500,000 September 30, 2006 $ 100,000 $500,000 December 31, 2006 $ 100,000 $500,000 March 31, 2007 $ 100,000 $500,000 June 30, 2007 $ 100,000 $500,000 September 30, 2007 $ 100,000 $500,000 December 31, 2007 $ 100,000 $500,000 March 31, 2008 $ 100,000 $500,000 June 30, 2008 $ 100,000 $500,000 September 30, 2008 $ 100,000 $500,000 December 31, 2008 $ 100,000 $500,000 March 31, 2009 $ 100,000 $500,000 June 30, 2009 $ 100,000 $500,000 September 30, 2009 $ 100,000 $500,000 December 31, 2009 $ 100,000 $500,000 March 31, 2010 $ 2,850,000 $500,000 June 30, 2010 $ 2,850,000 $500,000 September 30, 2010 $ 2,850,000 $500,000 December 31, 2010 $ 2,850,000 $500,000 March 31, 2011 $ 2,850,000 Term A-1 Loan $500,000 June 30, 2011 $500,000 September 30, 2011 $500,000 Tranche B Maturity Date $ 24,350,000$186,500,000
(c) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, (i) the aggregate outstanding principal of the Tranche A Term A Loans shall be due and payable in full on the Term Tranche A Loan Maturity Date, (ii) the aggregate outstanding principal of the Tranche B Term A-1 Loans shall be due and payable in full on the Term A-1 Loan Tranche B Maturity Date, (iii) the aggregate outstanding principal of the Revolving Loans shall be due and payable in full on the Revolving Credit Maturity Date, and (iv) the aggregate outstanding principal of the Swingline Loans shall be due and payable in full on the Swingline Maturity Date. The Borrower shall repay the aggregate outstanding principal of each Series of Incremental Term Loans on the dates and in the amounts set forth in the applicable Incremental Term Loan Amendment.
(d) In the event that, at any time, the Aggregate Revolving Credit Exposure (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Revolving Credit Commitments at such time (after giving effect to any concurrent termination or reduction thereof), the Borrower will, within two (2) Business Days after such time, will immediately prepay the outstanding principal amount of the Swingline Loans and, to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, the Borrower will immediately prepay the outstanding principal amount of the Revolving Loans in the amount of such excess; provided that, to the extent such excess amount is greater than the aggregate principal amount of Swingline Loans and Revolving Loans outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Section 3.8, and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Exposure by an equivalent amount.
(e) Promptly upon (and in any event not later than five two (52) Business Days after) its receipt thereof, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 7525% of the Net Cash Proceeds from any Equity Issuance and 100% of the Net Cash Proceeds from any Debt Issuance, and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed on behalf of the Borrower by a Financial Officer of the Borrower in form reasonably and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that in the event the Total Leverage Ratio (calculated on a pro forma basis after giving effect to any Equity Issuance) is equal to or less than 2.0 to 1.0, the Borrower shall not be required to prepay the Loans in respect of any such Equity Issuance.
(f) Not later than 270 The Borrower will, within 180 days after its receipt of any proceeds of insurance, condemnation award thereof and to the extent not subsequently applied towards Permitted Acquisitions consummated or other compensation in respect of any Casualty Event in excess of (y) $500,000 for any single Casualty Event or (z) $1,000,000 when aggregated with capital assets purchased within such proceeds for all Casualty Events during any single fiscal year (or180-day period, in either case, if earlier, upon its determination not to repair or replace any property subject to such Casualty Event or to acquire assets used or useable in the business of the Borrower or its Subsidiaries), the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to (i) 100% of the excess of the Net Cash Proceeds from such Casualty Event any Asset Disposition over $15,000,000 and (less any amounts theretofore applied (or contractually committed to be appliedii) to the repair or replacement of property subject to such Casualty Event or to acquire assets used or useable in the business 100% of the excess of the Net Cash Proceeds from any Asset Disposition over (x) together with the aggregate of the Net Cash Proceeds from all Asset Dispositions occurring within the same fiscal year, $25,000,000, or (y) together with the aggregate of the Net Cash Proceeds from all Asset Dispositions occurring after the Closing Date, $75,000,000, whichever is greater. The Borrower or its Subsidiaries) and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed on behalf of the Borrower by a Financial Officer of the Borrower in form reasonably and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that, notwithstanding the foregoing, (i) except as otherwise provided in this Agreement (including in clause (ii) below) or in any other Credit Document, the Administrative Agent shall promptly turn over to the Borrower any such proceeds received during such 270-day period (unless the Borrower has, prior to the Administrative Agent’s receipt of such proceeds, notified the Administrative Agent of its determination not to repair or replace the property subject to the applicable Casualty Event or to acquire assets used or useable in the business of the Borrower or its Subsidiaries), but nothing in this Section 2.6(f) shall be deemed to limit or otherwise affect any right of the Administrative Agent herein or in any of the other Credit Documents to receive and hold such proceeds as loss payee and to disburse the same to the Borrower upon the terms hereof or thereof, or any obligation of the Borrower or any of its Subsidiaries herein or in any of the other Credit Documents to remit any such proceeds to the Administrative Agent upon its receipt thereof, and (ii) any and all such proceeds received or held by the Administrative Agent or the Borrower or any of its Subsidiaries during the continuance of an Event of Default (regardless of any proposed use thereof for repair, replacement or reinvestment, but less any amounts theretofore applied (or contractually committed to be applied) to the repair or replacement of property subject to such Casualty Event) shall be applied to prepay the outstanding principal amount of the Loans. Subject to the foregoing, any proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event applied (or contractually committed to be applied) within 270 days to the repair or replacement of property subject to such Casualty Event or to acquire assets used or useable in the business of the Borrower or its Subsidiaries in accordance with the provisions of this Section 2.6(f) shall not be required to be applied by the Borrower as a prepayment of the outstanding principal amount of the Loans.
(g) Promptly upon (and in any event not later than five (5) Business Days after) its receipt thereof, the Borrower will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from any Asset Disposition and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed on behalf of the Borrower by a Financial Officer of the Borrower in form reasonably satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that with respect to Asset Dispositions permitted under Section 8.4(v), the Borrower shall not be required to apply such Net Cash Proceeds as a prepayment of the Loans as provided herein, so long as (and to the extent that) such Net Cash Proceeds are applied towards (or are contractually committed to be applied towards) assets used or useable in the business of the Borrower or its Subsidiaries within 180 days after such Asset Disposition; but provided further that any such Net Cash Proceeds not applied within 180 days (regardless of any contractual commitments) to the replacement of property subject to such Asset Disposition shall be applied by the Borrower as a prepayment of the outstanding principal amount of the Loans no later than the fifth (5th) Business Day immediately following such 180-day period. Notwithstanding the foregoing, nothing in this Section 2.6(g2.6(f) shall be deemed to permit any Asset Disposition not expressly permitted under Section 8.4.
(hg) Each prepayment of the Loans made pursuant to Sections Section 2.6(e) through Section 2.6(gor 2.6(f) shall be applied (i) first, to reduce the outstanding principal amount of the Tranche A Term A Loans, the Term A-1 Loans and the Incremental Tranche B Term Loans (if any) (applied ratably to Term A Loans, Term A-1 Loans and each Series of Incremental Term Loans based upon the respective aggregate outstanding principal amount of each such Class of Loans at the time of such prepayment)on a pro rata basis, with such reduction to be applied (y) first, to the next four (4) scheduled unpaid principal payments of the Term A Loans, Term A-1 Loans and each Series of Incremental Term Loans (as set forth in subsections (a) and (b) above or in the applicable Incremental Term Loan Amendment) (excluding any scheduled principal payments due on the date of such prepayment), in the direct order of maturity, and (z) second, to the extent of any excess remaining after application as provided in clause (y) above, to the other remaining scheduled principal payments of on the Tranche A Term A Loans, Term A-1 Loans and Incremental Tranche B Term Loans on a pro rata basis according to the amount of each such scheduled payment (as set forth in subsections (a) and (b) above provided, however, that promptly upon notification thereof, one or in the applicable Incremental Term Loan Amendment), in the inverse order of maturity, (ii) second, more Tranche B Lenders may decline to accept any such prepayment to the extent there are sufficient amounts of any excess remaining after application as provided in clause (i) above, to reduce the Tranche A Term Loans outstanding principal amount of the Swingline Loans (but without any corresponding permanent reduction of the Swingline Commitment or the Revolving Credit Commitments), (iii) third, to the extent of any excess remaining after application as provided in clauses (i) and (ii) above, to reduce the outstanding principal amount of the Revolving Loans (but without any corresponding permanent reduction of the Revolving Credit Commitments), and (iv) fourth, to the extent of any excess remaining after application as provided in clauses (i), (ii) and (iii) above, to pay any outstanding Reimbursement Obligations, and within each Class of Loans shall be applied first to prepay all Base Rate Loans before any LIBOR Loans are prepaid; provided that such prepayments shall be applied against LIBOR Loans in such a manner as to minimize any amounts required to be paid under Section 2.18 as a consequence thereof. Each payment or prepayment pursuant to the provisions of this Section 2.6 with such declined prepayments, in which case, such declined payments shall be applied ratably allocated pro rata among the Lenders holding Tranche A Term Loans and the Tranche B Term Loans being prepaid, in proportion to the principal amount held by each. Swingline Loans and Revolving Loans Lenders accepting such prepayments (but not Term Loans) prepaid pursuant to this Section 2.6(h) may be reborrowed, subject to it being understood that the terms and conditions of this Agreement.
(i) Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof.
(j) In the event the Administrative Agent receives a notice of prepayment with respect to Sections 2.6(e) through 2.6(g), the Administrative Agent Tranche B Lenders will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with respect thereto. Upon request by any Lender, the Administrative Agent will forward to such Lender a copy of the certificate of the Borrower with respect to any such prepayment.have
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