Common use of Mandatory Prepayment of Loans Clause in Contracts

Mandatory Prepayment of Loans. (a) In the event of any termination of all the Revolving Credit Commitments of a Class, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings of such Class and (solely in the case of a termination of all Multicurrency Revolving Credit Commitments) all outstanding Swingline Loans, and replace all (or make other arrangements, including providing cash collateral or a supporting letter of credit, acceptable to the Issuing Bank in its sole discretion, with respect thereto) outstanding Letters of Credit issued thereunder; provided that for purposes of the repayment of any Revolving Credit Borrowings pursuant to this paragraph in connection with the termination of all of the Non-Extended Dollar Revolving Credit Commitments or Non-Extended Multicurrency Revolving Credit Commitments, the Loans outstanding under the applicable Non-Extended Revolving Credit Commitments and the Loans outstanding under the applicable Extended Revolving Credit Commitments shall be deemed to comprise separate Borrowings. If as a result of any partial reduction of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, the Aggregate Dollar Revolving Credit Exposure or the Aggregate Multicurrency Revolving Credit Exposure, as applicable, would exceed the Total Dollar Revolving Credit Commitment or the Total Multicurrency Revolving Credit Commitment, as applicable, after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings in respect of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, as applicable (or, if applicable, Swingline Loans (or a combination thereof)) and/or replace outstanding (or make such other arrangement with respect to) Letters of Credit issued thereunder in an amount sufficient to eliminate such excess.

Mandatory Prepayment of Loans. (a) In the event of any termination of all the Revolving Credit Commitments of a Class, that the Borrower shallactually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(e)(iii)) or the Borrower or any of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Sale, on in each case after the date Closing Date (after giving effect to any Advance made to the Borrower), then the Borrower shall apply 100% of such terminationNet Cash Proceeds (i) first, repay or to prepay all its outstanding Revolving Credit Borrowings of such Class the Loans and (solely in the case of a termination of all Multicurrency Revolving Credit Commitmentsii) all second, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding Swingline Loans, and replace all (or make other arrangements, including providing cash collateral or a supporting letter of credit, acceptable to the Issuing Bank in its sole discretion, with respect thereto) outstanding Letters of Credit issued thereunder; provided that for purposes of the repayment of any Revolving Credit Borrowings pursuant to this paragraph in connection with the termination of all of the Non-Extended Dollar Revolving Credit Commitments or Non-Extended Multicurrency Revolving Credit Commitments, in each case not later than three (3) SXXXX Business Days following the Loans outstanding under receipt by the applicable Non-Extended Revolving Credit Commitments and the Loans outstanding under the applicable Extended Revolving Credit Commitments shall be deemed to comprise separate Borrowings. If as a result of Borrower or any partial reduction of the Dollar Revolving Credit Commitments such Subsidiary or the Multicurrency Revolving Credit Commitments, the Aggregate Dollar Revolving Credit Exposure or the Aggregate Multicurrency Revolving Credit ExposureDomestic Subsidiary, as applicable, would exceed of such Net Cash Proceeds. The Borrower shall promptly (and not later than the Total Dollar Revolving Credit Commitment or date of receipt thereof) notify the Total Multicurrency Revolving Credit CommitmentAdministrative Agent of the receipt by the Borrower or, as applicable, after giving effect theretoany Subsidiary or Domestic Subsidiary, then of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Advances shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment. Notwithstanding the foregoing, mandatory repayments with respect to Net Cash Proceeds from Debt Issuances received by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for so long as the Borrower shall, on has determined in good faith that repatriation to the date Borrower of such reduction, repay Net Cash Proceeds would have material adverse tax consequences or prepay Revolving Credit Borrowings in respect of the Dollar Revolving Credit Commitments would violate applicable local law or the Multicurrency Revolving Credit Commitments, as applicable (or, if applicable, Swingline Loans (or a combination thereof)) and/or replace outstanding (or make organizational documents of such other arrangement with respect to) Letters of Credit issued thereunder in an amount sufficient to eliminate such excessSubsidiary.

Mandatory Prepayment of Loans. (a) In the event of any termination of all the Revolving Credit Commitments of a Class, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings of such Class and (solely in the case of a termination of all Multicurrency Revolving Credit Commitments) all outstanding Swingline Loans, and replace all (or make other arrangements, including providing cash collateral or a supporting letter of credit, acceptable to the Issuing Bank in its sole discretion, with respect thereto) outstanding Letters of Credit issued thereunder; provided that for purposes of the repayment of any Revolving Credit Borrowings pursuant to this paragraph in connection with the termination of all of the Non-Extended Dollar Revolving Credit Commitments or Non-Extended Multicurrency Revolving Credit Commitments, the Loans outstanding under the applicable Non-Extended Revolving Credit Commitments and the Loans outstanding under the applicable Extended Revolving Credit Commitments shall be deemed to comprise separate Borrowings. If as a result of any partial reduction of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, the Aggregate Dollar Revolving Credit Exposure or the Aggregate Multicurrency Revolving Credit Exposure, as applicable, would exceed the Total Dollar Revolving Credit Commitment or the Total Multicurrency Revolving Credit Commitment, as applicable, after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings in respect of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, as applicable (or, if applicable, Swingline Loans (or a combination thereof)) and/or replace outstanding (or make such other arrangement with respect to) Letters of Credit issued thereunder in an amount sufficient to eliminate such excess.

Mandatory Prepayment of Loans. (a) In the event of any termination of all the Revolving Credit Commitments of a Class, that the Borrower shallactually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(e)(iii)) or the Borrower or any of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Sale, on in each case after the date Closing Date (after giving effect to any Advance made to the Borrower), then the Borrower shall apply 100% of such terminationNet Cash Proceeds (i) first, repay or to prepay all its outstanding Revolving Credit Borrowings of such Class the Loans and (solely in the case of a termination of all Multicurrency Revolving Credit Commitmentsii) all second, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding Swingline Loans, and replace all (or make other arrangements, including providing cash collateral or a supporting letter of credit, acceptable to the Issuing Bank in its sole discretion, with respect thereto) outstanding Letters of Credit issued thereunder; provided that for purposes of the repayment of any Revolving Credit Borrowings pursuant to this paragraph in connection with the termination of all of the Non-Extended Dollar Revolving Credit Commitments or Non-Extended Multicurrency Revolving Credit Commitments, in each case not later than three (3) XXXXX Business Days following the Loans outstanding under receipt by the applicable Non-Extended Revolving Credit Commitments and the Loans outstanding under the applicable Extended Revolving Credit Commitments shall be deemed to comprise separate Borrowings. If as a result of Borrower or any partial reduction of the Dollar Revolving Credit Commitments such Subsidiary or the Multicurrency Revolving Credit Commitments, the Aggregate Dollar Revolving Credit Exposure or the Aggregate Multicurrency Revolving Credit ExposureDomestic Subsidiary, as applicable, would exceed of such Net Cash Proceeds. The Borrower shall promptly (and not later than the Total Dollar Revolving Credit Commitment or date of receipt thereof) notify the Total Multicurrency Revolving Credit CommitmentAdministrative Agent of the receipt by the Borrower or, as applicable, after giving effect theretoany Subsidiary or Domestic Subsidiary, then of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Advances shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment. Notwithstanding the foregoing, mandatory repayments with respect to Net Cash Proceeds from Debt Issuances received by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for so long as the Borrower shall, on has determined in good faith that repatriation to the date Borrower of such reduction, repay or prepay Revolving Credit Borrowings in respect of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, as applicable (or, if applicable, Swingline Loans (or a combination thereof)) and/or replace outstanding (or make such other arrangement with respect to) Letters of Credit issued thereunder in an amount sufficient to eliminate such excess.Net Cash Proceeds would have material adverse tax consequences

Mandatory Prepayment of Loans. (a) In the event of any termination of all the Revolving Credit Commitments of a Class, that the Borrower shallactually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(e)(iii)) or the Borrower or any of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Sale, on in each case after the date Closing Date (after giving effect to any Advance made to the Borrower), then the Borrower shall apply 100% of such terminationNet Cash Proceeds (i) first, repay or to prepay all its outstanding Revolving Credit Borrowings of such Class the Loans and (solely in the case of a termination of all Multicurrency Revolving Credit Commitmentsii) all second, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding Swingline Loans, and replace all (or make other arrangements, including providing cash collateral or a supporting letter of credit, acceptable to the Issuing Bank in its sole discretion, with respect thereto) outstanding Letters of Credit issued thereunder; provided that for purposes of the repayment of any Revolving Credit Borrowings pursuant to this paragraph in connection with the termination of all of the Non-Extended Dollar Revolving Credit Commitments or Non-Extended Multicurrency Revolving Credit Commitments, in each case not later than three (3) XXXXX Business Days following the Loans outstanding under receipt by the applicable Non-Extended Revolving Credit Commitments and the Loans outstanding under the applicable Extended Revolving Credit Commitments shall be deemed to comprise separate Borrowings. If as a result of Borrower or any partial reduction of the Dollar Revolving Credit Commitments such Subsidiary or the Multicurrency Revolving Credit Commitments, the Aggregate Dollar Revolving Credit Exposure or the Aggregate Multicurrency Revolving Credit ExposureDomestic Subsidiary, as applicable, would exceed of such Net Cash Proceeds. The Borrower shall promptly (and not later than the Total Dollar Revolving Credit Commitment or date of receipt thereof) notify the Total Multicurrency Revolving Credit CommitmentAdministrative Agent of the receipt by the Borrower or, as applicable, after giving effect theretoany Subsidiary or Domestic Subsidiary, then of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Advances shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment. Notwithstanding the foregoing, mandatory repayments with respect to Net Cash Proceeds from Debt Issuances received by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for so long as the Borrower shall, on has determined in good faith that repatriation to the date Borrower of such reduction, repay Net Cash Proceeds would have material adverse tax consequences or prepay Revolving Credit Borrowings in respect of the Dollar Revolving Credit Commitments would violate applicable local law or the Multicurrency Revolving Credit Commitments, as applicable (or, if applicable, Swingline Loans (or a combination thereof)) and/or replace outstanding (or make organizational documents of such other arrangement with respect to) Letters of Credit issued thereunder in an amount sufficient to eliminate such excessSubsidiary.

Mandatory Prepayment of Loans. (a) In the event of any termination of all the Revolving Credit Commitments of a ClassCommitments, the each Co-Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings of such Class and (solely in the case of a termination of all Multicurrency Revolving Credit Commitments) all its outstanding Swingline Loans, Loans and replace all (or make other arrangements, including providing cash collateral or a supporting letter of credit, acceptable to the Issuing Bank in its sole discretion, with respect thereto) outstanding Letters of Credit issued thereunder; provided that for purposes and/or unless the Issuing Bank otherwise agrees deposit an amount equal to the undrawn portion of the repayment of any Revolving Credit Borrowings pursuant to this paragraph L/C Exposure in connection cash in a cash collateral account established with the termination of all Collateral Agent for the benefit of the Non-Extended Dollar Revolving Credit Commitments or Non-Extended Multicurrency Revolving Credit Commitments, the Loans outstanding under the applicable Non-Extended Revolving Credit Commitments and the Loans outstanding under the applicable Extended Revolving Credit Commitments shall be deemed to comprise separate BorrowingsIssuing Bank. If as a result of any partial reduction of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, the Aggregate Dollar Revolving Credit Exposure or the Aggregate Multicurrency Revolving Credit Exposure, as applicable, would exceed the Total Dollar Revolving Credit Commitment or the Total Multicurrency Revolving Credit Commitment, as applicable, after giving effect thereto, then the each Co-Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings in respect of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, as applicable (or, if applicable, Swingline Loans (or a combination thereof)) and/or replace outstanding (or make such other arrangement with respect to) Cash Collateralize Letters of Credit issued thereunder in a manner reasonably satisfactory to the Agent and in an amount sufficient to eliminate such excess. If at any time, the Aggregate Revolving Credit Exposure exceeds the aggregate Maximum Availability at such time, then each Co-Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof, in each case, without a corresponding reduction in the Total Revolving Credit Commitment) and/or Cash Collateralize Letters of Credit in a manner reasonably satisfactory to the Agent and in an amount sufficient to eliminate such excess.