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. (i) (1) Within 365 days (as may be extended in accordance with Section 2.3(b)(i)(B)) after the Borrower’s or a Restricted Subsidiary’s receipt of Net Proceeds of any Asset Sale covered by Section 9.5 the Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale in accordance with Section 2.3(b)(i)(B). Any Net Proceeds not applied in accordance with Section 2.3(b)(i)(B) shall constitute “Excess Proceeds”. If at any time the aggregate amount of Excess Proceeds exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, the Borrower shall cause to be prepaid an aggregate principal amount of Loans and Senior Notes, on a pro rata basis, equal to 100% of the amount by which such Excess Proceeds exceeds $100,000,000 and following such repayment the Total Revolving Credit Commitment shall be permanently reduced by the aggregate principal amount of the Loans so prepaid (allocated on a pro rata basis to each Lender). The Borrower will prepay Loans (and permanently reduce Total Revolving Credit Commitments) with Excess Proceeds within 30 days after the date that Excess Proceed exceeds $100,000,000 and Excess Proceeds of at least $100,000,000 has been used to repay or purchase Senior Notes, subject, to each Lender’s ability to reject such prepayment pursuant to Section 2.3(b)(iii). (A) So long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of any Net Proceeds received from any Asset Sale covered by Section 9.5 (x) in (1) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (2) capital expenditures or (3) acquisitions of other long-term assets, in each of (1), (2) and (3), used or useful in a Similar Business or (y) to reduce Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary; provided, that in the case of clause (x) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (1) such investment is consummated within 635 days after receipt by the Borrower or any Restricted Subsidiary of the Net P...

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if any Extraordinary Receipt shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any Group Member, then on the date of such issuance or incurrence, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of the Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(c). 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 Orders, or a consent to the incurrence of any Indebtedness by any Group Member. (b) Unless the Required Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory in the ordinary course of business and (ii) proceeds that are subject to a prior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Loans shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses in respect of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent reduction of any unused portion of the Commitment and

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. 27 2.13 Conversion and Continuation Options........................... 28 2.14 Minimum Amounts and Maximum Number of Eurodollar Tranches.....

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. (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. 39 2.12. Continuation Options ....................................................................................................... 39 2.13. Limitations on Eurocurrency Tranches ............................................................................ 40 2.14. Interest Rates and Payment Dates .................................................................................... 40 2.15. Computation of Interest and Fees .................................................................................... 41 2.16. Inability to Determine Interest Rate ................................................................................. 41 2.17. Pro Rata Treatment and Payments ................................................................................... 42 2.18. Requirements of Law ....................................................................................................... 44 2.19. Taxes ................................................................................................................................ 46 2.20. Indemnity ......................................................................................................................... 49 2.21. Change of Lending Office ............................................................................................... 49 2.22.