Common use of Mandatory Revolving Credit Terminations Clause in Contracts

Mandatory Revolving Credit Terminations. (i) If, after the Closing Date, the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $10,000,000 on a cumulative basis during the term of this Agreement, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) on the Business Day of receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Revolving Credit Commitments shall ratably terminate by an amount equal to 100% of the amount of such Net Cash Proceeds in excess of such minimum amount set forth above, provided that, in no event shall the Revolving Credit Commitments be reduced to an amount less than $55,000,000 in the aggregate, provided further, that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to reinvest, within 120 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition or Event of Loss, then so long as no Default or Event of Default then exists, such reduction of the Revolving Credit Commitments shall not occur under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets within such 120-day period. Promptly after the end of such 120-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and to the extent such Net Cash Proceeds have not been so reinvested, such reduction of the Revolving Credit Commitments in the amount of such Net Cash Proceeds not so reinvested shall occur, provided that in no event shall the Revolving Credit Commitments be reduced to an amount less than $55,000,000 in the aggregate. The amount of any prepayment resulting from such reduction shall first be applied to the Swing Loans until paid in full and then the Revolving Credit Loans until payment in full thereof with any remaining balance to be held by the Administrative Agent as collateral security for the L/C Obligations. (ii) If, after the Closing Date, the Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than equity securities issued in connection with the exercise of employee stock options and capital stock issued in connection with the sale of an Acquired Business in connection with a Permitted Acquisition, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. No later than one Business Day after receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Revolving Credit Commitments shall ratably terminate by an aggregate amount equal to 50% of the amount of such Net Cash Proceeds with any prepayment resulting from such reduction first to be applied to the Swing Loans until paid in full and then the Revolving Credit Loans until payment in full thereof with any remaining balance to be held by the Administrative Agent as collateral security for the L/C Obligations, provided that in no event shall the Revolving Credit Commitments be reduced to an amount less than $55,000,000 in the aggregate. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of any other terms of this Agreement. (iii) If, after the Closing Date, the Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7 hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. No later than one Business Day after receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Revolving Credit Commitments shall ratably terminate by an aggregate amount equal to 100% of the amount of such Net Cash Proceeds with any prepayment resulting therefrom first to be applied to the Swing Loans until paid in full and then the Revolving Credit Loans until payment in full thereof with any remaining balance to be held by the Administrative Agent as collateral security for the L/C Obligations, provided that in no event shall the Revolving Credit Commitments be reduced to an amount less than $55,000,000 in the aggregate. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of this Agreement. (iv) The Revolving Credit Commitments shall terminate in part at such times and in such amounts as are set forth on Schedule 1 hereto.

Mandatory Revolving Credit Terminations. (i) If, after the Closing Date, the Parent, the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $10,000,000 on a cumulative basis during the term of this Agreement, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) on the Business Day of receipt by the Parent, the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Revolving Credit Commitments shall ratably terminate by an amount equal to 100% of the amount of such Net Cash Proceeds in excess of such minimum amount set forth above, provided that, in no event shall the Revolving Credit Commitments be reduced to an amount less than $55,000,000 in the aggregate, provided further, that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Parent, the Borrower or the applicable Subsidiary intends to reinvest, within 120 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition or Event of Loss, then so long as no Default or Event of Default then exists, such reduction of the Revolving Credit Commitments shall not occur under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets within such 120-–day period. Promptly after the end of such 120-day period, the Borrower shall notify the Administrative Agent whether the Parent, the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and to the extent such Net Cash Proceeds have not been so reinvested, such reduction of the Revolving Credit Commitments in the amount of such Net Cash Proceeds not so reinvested shall occur, provided that in no event shall the Revolving Credit Commitments be reduced to an amount less than $55,000,000 in the aggregate. The amount of any prepayment resulting from such reduction shall first be applied to the Swing Loans until paid in full and then the Revolving Credit Loans until payment in full thereof with any remaining balance to be held by the Administrative Agent as collateral security for the L/C Obligations. (ii) If, after the Closing Date, the Parent, the Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than equity securities issued in connection with the exercise of employee stock options and capital stock issued in connection with the sale of an Acquired Business in connection with a Permitted Acquisition, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Parent, the Borrower or such Subsidiary in respect thereof. No later than one Business Day after receipt by the Parent, the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Revolving Credit Commitments shall ratably terminate by an aggregate amount equal to 50% of the amount of such Net Cash Proceeds with any prepayment resulting from such reduction first to be applied to the Swing Loans until paid in full and then the Revolving Credit Loans until payment in full thereof with any remaining balance to be held by the Administrative Agent as collateral security for the L/C Obligations, provided that in no event shall the Revolving Credit Commitments be reduced to an amount less than $55,000,000 in the aggregate. The Parent and the Borrower acknowledges acknowledge that its their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of any other terms of this Agreement. (iii) If, after the Closing Date, the Parent, the Borrower or any Subsidiary shall issue any Indebtedness Indebted­ness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7 hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. No later than one Business Day after receipt by the Parent, the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Revolving Credit Commitments shall ratably terminate by an aggregate amount equal to 100% of the amount of such Net Cash Proceeds with any prepayment resulting therefrom first to be applied to the Swing Loans until paid in full and then the Revolving Credit Loans until payment in full thereof with any remaining balance to be held by the Administrative Agent as collateral security for the L/C Obligations, provided that in no event shall the Revolving Credit Commitments be reduced to an amount less than $55,000,000 in the aggregate. The Parent and the Borrower acknowledges acknowledge that its their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of this Agreement. (iv) The Revolving Credit Commitments shall terminate in part at such times and in such amounts as are set forth on Schedule 1 hereto.