Common use of Debt Proceeds Clause in Contracts

Debt Proceeds. 100% of the net cash proceeds of issuances of debt obligations of the Borrower and its subsidiaries after the Closing Date (excluding debt permitted under the Second Lien Loan Documents, but including Refinancing Facilities). Each Second Lien Lender will have the right to reject its pro rata share of any mandatory prepayment, in which case the amounts so rejected will be retained by the Borrower (with no obligation to repay such loans in the future). The documentation governing the First Lien Notes and the ABL Credit Facility shall permit mandatory prepayments under the Second Lien Facility with Declined Amounts (as defined below) regardless of whether any First Lien Notes or loans under the ABL Credit Facility are outstanding. Notwithstanding the foregoing, upon any event triggering a mandatory prepayment, such excess cash or proceeds shall first be applied to prepay the First Lien Notes or ABL Credit Facility pursuant to any mandatory prepayment provisions of the documents governing such debt and the Intercreditor Agreements in each case as in effect on the Closing Date; provided, that if any lender under the First Lien Notes or ABL Credit Facility declines any such mandatory prepayment required pursuant to the terms of the documents governing such debt and the Intercreditor Agreements in each case as in effect on the Closing Date, or such excess cash or proceeds is otherwise not applied to prepay the First Lien Notes or ABL Credit Facility (each a “Declined Amount”), then such Declined Amount shall be applied to prepay the Second Lien Facility in accordance with the foregoing mandatory prepayments provision.