Common use of Net Equity Proceeds Clause in Contracts

Net Equity Proceeds. In the event either Borrower receives any Net Equity Proceeds, such Borrower shall (subject to the proviso hereto) within three Business Days of such receipt, deliver to the Administrative Agent a calculation of the amount of such Net Equity Proceeds, and such Borrower shall make a mandatory prepayment of the Term Loans (or if the Term Loans have been repaid in full, prepay the Revolving Loans (and, in respect of all outstanding Revolving Letters of Credit, make deposits in the Deemed Revolving LC Disbursements Collateral Account (if such an account has been established) in an amount equal to the aggregate Stated Amount under such Revolving Letters of Credit if at such time the conditions to issuance in Section 5.3 are not satisfied) or, if the Revolving Loans have been repaid in full and there are no outstanding Revolving Letters of Credit (as to which amounts have not been deposited in the Deemed Revolving LC Disbursements Collateral Account as provided above), prepay the Synthetic Revolving Loans (and, in respect of all outstanding Synthetic Letters of Credit, make deposits in the Deemed Synthetic LC Disbursements Collateral Account (if such an account has been established) in an amount equal to the aggregate Stated Amount under such Synthetic Letters of Credit if at such time the conditions to issuance in Section 5.3 are not satisfied)) in an amount equal to a ratable portion of 50% of the amount of such Net Equity Proceeds based on all outstanding permitted senior secured Indebtedness of such Borrower that contains a prepayment provision similar to this Section 3.1.1(d); provided that upon written notice by the Cayman Borrower to the Administrative Agent not more than three Business Days following receipt of any Net Equity Proceeds, such proceeds may be retained by the Cayman Borrower (and be excluded from the prepayment requirements of this clause) if: (i) the Cayman Borrower informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such Net Equity Proceeds to (u) the payment of ordinary course of business expenses of the Cayman Borrower and its Subsidiaries, (w) the payment of Capital Expenditures, (x) the repayment of the Cayman Borrower’s Subordinated Debt outstanding under the Note Purchase Agreement in an aggregate principal amount not to exceed the principal amount of Subordinated Debt outstanding under the Note Purchase Agreement on the Closing Date (plus any accrued interest that has been added to principal since the Closing Date), (y) a Permitted Acquisition or (z) repay Indebtedness of a Subsidiary of the Cayman Borrower and (ii) no later than the date (the “Equity Reinvestment Date”) that is 180 days following the receipt of such Net Equity Proceeds, such proceeds are applied or have received specific board approval for application (indicating the proposed application of such committed proceeds and requiring subsequent board approval for any alternate use of such proceeds) as provided in clause (d)(i) above. The amount of such Net Equity Proceeds unused or uncommitted after the Equity Reinvestment Date, shall be applied to prepay the Loans as set forth in Section 3.1.2.

Net Equity Proceeds. In the event either Borrower receives any Net Equity Proceeds, such Borrower shall (subject to the proviso hereto) within three Business Days of such receipt, deliver to the Administrative Agent a calculation of the amount of such Net Equity Proceeds, and such Borrower shall make a mandatory prepayment of the Term Loans (or if the Term Loans have been repaid in full, prepay the Revolving Loans (and, in respect of all outstanding Revolving Letters of Credit, make deposits in the Deemed Revolving LC Disbursements Collateral Account (if such an account has been established) in an amount equal to the aggregate Stated Amount under such Revolving Letters of Credit if at such time the conditions to issuance in Section 5.3 are not satisfied) or, if the Revolving Loans have been repaid in full and there are no outstanding Revolving Letters of Credit (as to which amounts have not been deposited in the Deemed Revolving LC Disbursements Collateral Account as provided above)full, prepay the Synthetic Revolving Loans (and, in respect of all outstanding Synthetic Letters of Credit, make deposits in the Deemed Synthetic LC Disbursements Collateral Account (if such an account has been established) in an amount equal to the aggregate Stated Amount under such Synthetic Letters of Credit if at such time the conditions to issuance in Section 5.3 are not satisfied)Loans) in an amount equal to a ratable portion of 50% of the amount of such Net Equity Proceeds based on all outstanding permitted senior secured Indebtedness of such Borrower that contains a prepayment provision similar to this Section 3.1.1(d); provided that upon written notice by the Cayman Borrower to the Administrative Agent not more than three Business Days following receipt of any Net Equity Proceeds, such proceeds may be retained by the Cayman Borrower (and be excluded from the prepayment requirements of this clause) if: (i) the Cayman Borrower informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such Net Equity Proceeds to (u) the payment of ordinary course of business expenses of the Cayman Borrower and its Subsidiaries, (w) the payment of Capital Expenditures, (x) the repayment of the Cayman Borrower’s Subordinated Debt outstanding under the Note Purchase Agreement in an aggregate principal amount not to exceed the principal amount of Subordinated Debt outstanding under the Note Purchase Agreement on the Closing Date (plus any accrued interest that has been added to principal since the Closing Date), (y) a Permitted Acquisition or (z) repay Indebtedness of a Subsidiary of the Cayman Borrower and (ii) no later than the date (the “Equity Reinvestment Date”) that is 180 days following the receipt of such Net Equity Proceeds, such proceeds are applied or have received specific board approval for application (indicating the proposed application of such committed proceeds and requiring subsequent board approval for any alternate use of such proceeds) as provided in clause (d)(i) above. The amount of such Net Equity Proceeds unused or uncommitted after the Equity Reinvestment Date, shall be applied to prepay the Loans as set forth in Section 3.1.2.