Mandatory Prepayments and Commitment Reductions (a) If any Capital Stock shall be issued by the US Borrower (other than as set forth below with respect to Excluded Proceeds) or (ii) if any Indebtedness shall be incurred by any Group Member, excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the Closing Date (except Indebtedness incurred pursuant to Section 7.2(g)(i)(x)), then on the date of such issuance or incurrence, the Term Loans shall be prepaid, and/or the Revolving Credit Loans shall be repaid, by an amount equal to, in the case of an issuance of Capital Stock, 50% of the Net Cash Proceeds thereof, or in the case of Indebtedness, 100% of the Net Cash Proceeds, other than any Excluded Proceeds, of such issuance or incurrence, as set forth in Section 2.13(d). 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 US Collateral Agreement or the Canadian Collateral Agreement, or a consent to the incurrence of any Indebtedness by any Group Member.
(b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale, Purchase Price Refund or Recovery Event then, except as provided in the following sentence, unless a Reinvestment Notice shall be delivered in respect thereof, on the date of receipt by such Group Member of such Net Cash Proceeds, the Term Loans shall be prepaid, and/or the Revolving Credit Loans shall be repaid, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.13(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to one or more Reinvestment Notices and pending reinvestment at any given time shall not exceed $40,000,000 and (ii) on each Reinvestment Prepayment Date the Term Loans shall be prepaid, and/or the Revolving Credit Loans shall be repaid, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event, as set forth in Section 2.13(d). Notwithstanding the foregoing, Net Cash Proceeds received from dispositions permitted by Section 7.5(e) shall be applied on the date of receipt to repay outstanding Revolving Loans. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5.
(c) If for any fiscal year of the US Borrower commencing with the fiscal year ending December 31, 2009 there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid and/or the Revolving Credit Loans shall be repaid, by an amount equal to 50% of such Excess Cash Flow, as set forth in Section 2.13(d). Each such prepayment 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 US Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered.
(d) Except as otherwise provided in clause (b) above with respect to Net Cash Proceeds received from dispositions permitted by Section 7.5(e), amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.13 shall be applied, first, to the prepayment of the Term Loans and, second, to the repayment of the Revolving Credit Loans, as provided in Section 2.19. Any repayment of Revolving Credit Loans pursuant to this Section 2.13 shall not result in a reduction of the Revolving Credit Commitments.
(e) If at any time the Dollar Equivalent of the total aggregate amount of the Revolving US/CA Extensions of Credit exceeds the Total Revolving Credit US/CA Commitments, the Borrowers shall repay Revolving Credit US/CA Loans and/or Swing Line Loans to such extent; provided that if the aggregate principal amount of Revolving Credit US/CA Loans and Swing Line Loans is less than such excess (because L/C Obligations constitute a portion thereof), the Borrowers shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in a cash collateral account established with the Administrative Agent for the benefit of the Secured Parties on terms and conditions satisfactory to the Administrative Agent. If at any time the total aggregate amount of the Revolving CA Extensions of Credit exceeds the Total Revolving Credit CA Commitments, the Canadian Borrower shall repay Revolving Credit CA Loans and/or Swing Line Loans to such extent; provided that if the aggregate principal amount of Revolving Credit CA Loans and Swing Line Loans to the Canadian Borrower is less than such excess (because L/C Obligations of the Canadian Borrower constitute a portion thereof), the Canadian Borrower shall, to the extent of the balance of such excess, replace its outstanding Letters or Credit and/or deposit an amount in a cash collateral account established with the Canadian Agent for the benefit of the Secured Parties on terms and conditions satisfactory to the Canadian Agent.
(f) If at any time the Dollar Equivalent of the aggregate amount of the Total Extensions of Credit exceeds the Total Revolving Credit Commitment, the Borrowers shall repay Revolving Credit Loans and/or Swing Line Loans to such extent; provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans is less than such excess (because L/C Obligations constitute a portion thereof), the Borrowers shall to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in a cash collateral account established with the Administrative Agent for the benefit of the Secured Parties on terms and conditions satisfactory to the Administrative Agent.