Mandatory Prepayments and Commitment Reductions Sample Clauses

Mandatory Prepayments and Commitment Reductions. (a) If any Redeemable Preferred Interests or Debt shall be issued or incurred by any Group Member (excluding any Debt incurred in accordance with Section 7.2 or Capital Stock issued in compliance with Section 7) or any initial cash proceeds that are related to a financing of a fixed principal amount of Receivables Assets or any initial incremental cash proceeds that are related to financing an increased fixed principal amount of Receivables Assets shall be received by Borrower or any of its subsidiaries in connection with a Permitted Receivables Financing, 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 Term Loans and the Revolving Loans as set forth in Section 2.11(d). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, to the extent a Reinvestment Notice shall not have been delivered in respect thereof, such Net Cash Proceeds shall be applied within ten days after the date that all post-closing adjustments associated therewith have been completed toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d). (c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending December 31, 2011, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.11(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(b), for the Fiscal Year with respect to which such prepayment is made, are required to be delivered to the Administrative Agent (for distribution to the Agents and the Lenders) and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 shall be applied, first...

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if (i) any Capital Stock shall be issued by Holdings or the Borrower (other than any issuance to Holdings or any of its other Subsidiaries), excluding any such Capital Stock issued by the Borrower or Holdings (A) to any Permitted Investor or (B) the proceeds of which are used within 360 days after receipt thereof by the Borrower or any Subsidiary to make Investments permitted by Section 7.8(h) or Capital Expenditures permitted by this Agreement, (provided that (x) the Borrower shall have notified the Administrative Agent in writing of such intended use not later than the ten days after the date of receipt of such proceeds and (y) any such proceeds not so used within such 360-day period shall be applied to the prepayment of the Term Loans on the last day of such period), or (ii) any Funded Debt is incurred by the Borrower or any other Loan Party (excluding Indebtedness permitted by Section 7.2), then on the date of such issuance or incurrence, as the case may be, the Term Loans shall be prepaid by an amount equal to the amount 50% of the Net Cash Proceeds of such issuance of Capital Stock or 100% of the Net Cash Proceeds of such incurrence of Indebtedness, as the case may be. The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Guarantee and Collateral Agreement, or a consent to the incurrence of any Indebtedness by the Borrower or any of its Subsidiaries. (b) Unless the Required Lenders shall otherwise agree, if on any date the Borrower or any other Loan Party shall receive Net Cash Proceeds from any Asset Sale (including any Disposition of any Capital Stock of any Subsidiary, whether by the issuer or the Loan Party that is the owner thereof, other than any such Disposition excluded from being an Asset Sale by the exclusions contained in the definition of “Asset Sale” in Section 1.1) or Recovery Event yielding Net Cash Proceeds in excess of $3,500,000 then, unless a Reinvestment Notice shall be delivered in respect thereof, within three Business Days after the date of receipt by such Loan Party of such Net Cash Proceeds, the Term Loans shall be prepaid, and/or the Revolving Credit Commitments shall be reduced, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset...

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness permitted in accordance with Section 7.2 (other than Term Loan Refinancing Indebtedness)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(e); provided that prepayments pursuant to this Section 2.11(a) shall be accompanied by any fees payable with respect thereto pursuant to Section 2.10(b). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, the Asset Sale Percentage of such Net Cash Proceeds shall be applied within 10 Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.11(e); provided, that, notwithstanding the foregoing, no such prepayment shall be required to the extent that the aggregate Net Cash Proceeds received from Asset Sales or Recovery Events is less than in any fiscal year is less than, $50,000,00065,000,000 (it being understood that only amounts in excess of such thresholds shall be required to be applied to any prepayment); provided further that on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(e); provided further that, notwithstanding the foregoing, such Net Cash Proceeds may be applied towards the prepayment or purchase of Pari Passu Secured Indebtedness to the extent the documentation governing such Indebtedness requires such a prepayment or purchase with Net Cash Proceeds from any Asset Sale or Recovery Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness (provided that, in the event that the Borrower or applicable Restricted Subsidiary makes an offer to the holders of such Pari Passu Secured Indebtedness to prepay or purchase such Pari Passu Secured Indebtedness in an amount permitted under this Section 2.11(b), to the extent that such offer is declined by holders of such Pari Passu Secured Indebtedness (the de...

Mandatory Prepayments and Commitment Reductions. 27 2.10 Conversion and Continuation Options............................29 2.11 Limitations on Eurodollar Tranches.............................29 2.12 Interest Rates and Payment Dates...............................29 2.13 Computation of Interest and Fees...............................30 2.14 Inability to Determine Interest Rate...........................30 2.15 Pro Rata Treatment and Payments................................31 2.16

Mandatory Prepayments and Commitment Reductions. (a) If for any reason the Total Revolving Extensions of Credit at any time exceed the Total Revolving Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an amount not less than the applicable Minimum Collateral Amount multiplied by such excess amount; provided, however, that, subject to Section 2.24(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless after the prepayment in full of the Loans, Total Revolving Extensions of Credit exceed the Total Revolving Commitments then in effect. (b) If on any date a Trigger Event has occurred and is continuing, the Borrower shall prepay Loans and Cash Collateralize the L/C Obligations as set forth in Section 2.25(b). (c) The application of any prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.9 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that if, following such repayment, any Loan Party would have insufficient funds to make a REIT Distribution.

Mandatory Prepayments and Commitment Reductions. 28 2.11 Conversion and Continuation Options............................... 29 2.12 Minimum Amounts and Maximum Number of Eurodollar Tranches.........

Mandatory Prepayments and Commitment Reductions. (i) If, at any time, the total Revolving Credit Exposures exceeds the Loan Limit (including, without limitation, after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), or otherwise), then the Borrower shall, without notice or demand, (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction of the total Commitments after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination or reduction and (2) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limit. (ii) If, during any fiscal year of the Borrower, any Relevant Party receives Net Cash Proceeds from any Asset Sale or Recovery Event, and the amount of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments ...

Mandatory Prepayments and Commitment Reductions. (a) (i) Subject to the last paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement, on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made).

Mandatory Prepayments and Commitment Reductions. (a) If the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the outstanding amount of the Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Borrowing Base in effect at such time, the Borrower shall, within one (1) Business Day, either prepay (or Collateralize Letters of Credit if there are no, or an insufficient amount of, Loans outstanding) and/or otherwise reduce, as applicable, the then outstanding Extensions of Credit in the amount of such excess. (b) If the Borrower prepays outstanding Extensions of Credit to comply with its obligations under Section 2.6(a) or Section 7.2, such prepayment may be applied to outstanding Extensions of Credit in the order specified by the Borrower. (c) On the last Business Day of each month (each an “Adjustment Date”) on which any Letters of Credit denominated in an Optional Currency are outstanding, the Administrative Agent shall determine the Dollar Equivalent of the aggregate outstanding amount of such Letters of Credit as of such day. If, on such Adjustment Date, the sum of (i) 105% of the Dollar Equivalent of such Letters of Credit plus (ii) the aggregate outstanding Extensions of Credit other than such Letters of Credit exceed the Total Commitments then in effect, then the Administrative Agent shall notify the Borrower and within five Business Days of such notice, the Borrower shall prepay Loans or Collateralize Letters of Credit in an aggregate principal or face amount at least equal to such excess.