Common use of Mandatory Prepayments and Commitment Reductions Clause in Contracts

Mandatory Prepayments and Commitment Reductions. (a) Unless ----------------------------------------------- the Required Prepayment Lenders shall otherwise agree, if any Capital Stock or Indebtedness shall be issued or Incurred by the Company or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be -------- required pursuant to this Section 2.11(a) with respect to (i) Designated Equity Amounts, (ii) any such Net Cash Proceeds from the issuance of Capital Stock which is applied within five Business Days after the receipt thereof by the Company and its Subsidiaries to repay Indebtedness Incurred in reliance upon the provisions of Section 7.2(i) or (j) hereof, (iii) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2 and (iv) up to $10,000,000 in aggregate Net Cash Proceeds from the issuance of Capital Stock by the Borrower after the Closing Date.

Mandatory Prepayments and Commitment Reductions. (a) Unless ----------------------------------------------- the Required Prepayment Lenders shall otherwise agree, if If any Capital Stock Redeemable Preferred Interests or Indebtedness Debt shall be issued or Incurred incurred by any Group Member (excluding any Debt incurred in accordance with Section 7.2 (other than Section 7.2(q) and, to the Company extent clause (x) thereof is not complied with, Section 7.2(l)) or any initial cash proceeds that are related to a financing of a fixed principal amount of Receivables Assets or any initial incremental cash proceeds that are related to financing an increased fixed principal amount of Receivables Assets shall be received by Borrower or any of its Subsidiariessubsidiaries in connection with a Permitted Receivables Financing, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or Incurrence incurrence toward the prepayment of the Term Loans and the reduction Revolving Loans as set forth in Section 2.11(d). If any Capital Stock other than Redeemable Preferred Interests or Excluded Issuances shall be issued by the Borrower, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans and the Revolving Credit Commitments Loans as set forth in Section 2.11(d); provided that no such prepayment and reduction this sentence shall not be -------- required pursuant applicable to this Section 2.11(a) with respect to (i) Designated Equity Amounts, (ii) any such Net Cash Proceeds from the issuance of Capital Stock which is applied within five Business Days after the receipt thereof by the Company and its Subsidiaries to repay Indebtedness Incurred in reliance upon the provisions of Section 7.2(i) or (j) hereof, (iii) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2 and (iv) up to $10,000,000 in aggregate Net Cash Proceeds from the issuance of Capital Stock by the Borrower after if the Closing DateLeverage Ratio as of the most recent Measurement Period was less than 3.25 to 1.00.

Mandatory Prepayments and Commitment Reductions. (a) Unless ----------------------------------------------- the Required Prepayment Lenders shall otherwise agree, if in any Capital Stock or Indebtedness fiscal year the Borrower and its Restricted Subsidiaries shall receive Net Cash Proceeds aggregating more than $5,000,000 from Asset Sales and/or Recovery Events then, unless a Reinvestment Notice shall be issued or Incurred delivered in respect thereof, on the date of receipt by the Company Borrower or any such Restricted Subsidiary of its Subsidiariessuch Net Cash Proceeds in excess of $5,000,000, the Term Loans shall be prepaid, and/or the Revolving Credit Commitments shall be reduced, by an amount equal to 100% the amount of the such Net Cash Proceeds thereof shall be applied on the date in excess of such issuance or Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments $5,000,000, as set forth in Section 2.11(d2.12(b); provided that no such prepayment and reduction shall be -------- required pursuant to this Section 2.11(a) with respect to provided, that, notwithstanding the foregoing, (i) Designated Equity Amounts, (ii) any such Net Cash Proceeds from the issuance of Capital Stock which is applied within five Business Days after the receipt thereof by the Company and its Subsidiaries to repay Indebtedness Incurred in reliance upon the provisions of Section 7.2(i) or (j) hereof, (iii) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2 and (iv) up to $10,000,000 in aggregate Net Cash Proceeds of Asset Sales that may be excluded from the issuance foregoing requirement pursuant to a Reinvestment Notice shall not exceed $40,000,000 at any time and (ii) on each Reinvestment Prepayment Date the Term Loans shall be prepaid, and/or the Revolving Credit Commitments shall be reduced, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event, as set forth in Section 2.12(b). The provisions of Capital Stock this Section do not constitute a consent to the consummation of any Disposition not permitted by the Borrower after the Closing DateSection 7.5.

Mandatory Prepayments and Commitment Reductions. (a) Unless ----------------------------------------------- the Required Prepayment Lenders shall otherwise agree, if If any Capital Stock or Indebtedness shall be issued by Holdings on any date (other than issuances (a) to the Sponsor and its Control Investment Affiliates, (b) to management, employees, directors or Incurred by the Company consultants of Holdings or any of its SubsidiariesSubsidiaries pursuant to any employee stock option or stock purchase plan or other employee benefit plan in existence from time to time, or (c) to other Persons to the extent the proceeds of such issuances are (i) concurrently applied to fund Permitted Acquisitions or (ii) utilized to increase permitted Net Cash Investment Costs pursuant to clause (B)(iii) of the proviso to Section 8.7(b)), an amount equal to 10050% of the Net Cash Proceeds thereof shall be applied (unless a Reinvestment Notice shall be delivered in respect thereof) on the date of such issuance or Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d4.2(f); provided that (i) no such prepayment and reduction application of Net Cash Proceeds shall be -------- required pursuant if, at the time of such issuance of Capital Stock, the Borrower’s Consolidated Leverage Ratio is less than 2.50:1.00 and (ii) notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to this Section 2.11(a) the Reinvestment Prepayment Amount with respect to (i) Designated Equity Amounts, (ii) any such Net Cash Proceeds from the issuance relevant Reinvestment Event shall be applied toward the prepayment of Capital Stock which is applied within five Business Days after the receipt thereof by Term Loans and the Company and its Subsidiaries to repay Indebtedness Incurred in reliance upon reduction of the provisions of Section 7.2(i) or (j) hereof, (iii) other than to the extent Revolving Commitments as set forth therein, Indebtedness Incurred in accordance with Section 7.2 and (iv) up to $10,000,000 in aggregate Net Cash Proceeds from the issuance of Capital Stock by the Borrower after the Closing Date4.2(f).

Mandatory Prepayments and Commitment Reductions. (a) Unless ----------------------------------------------- the Required Prepayment Lenders shall otherwise agree, if If any Capital Stock or Indebtedness shall be issued by Holdings on any date (other than issuances (a) to the Sponsor and its Control Investment Affiliates, (b) to management, employees, directors or Incurred by the Company consultants of Holdings or any of its SubsidiariesSubsidiaries pursuant to any employee stock option or stock purchase plan or other employee benefit plan in existence from time to time, or (c) to other Persons to the extent the proceeds of such issuances are (i) concurrently applied to fund Permitted Acquisitions or (ii) utilized to increase permitted Net Cash Investment Costs pursuant to clause (iii) of Section 8.7(b)), an amount equal to 10050% of the Net Cash Proceeds thereof shall be applied (unless a Reinvestment Notice shall be delivered in respect thereof) on the date of such issuance or Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d4.2(e); provided that (A) no such prepayment and reduction application of Net Cash Proceeds shall be -------- required pursuant if, at the time of such issuance of Capital Stock, the Borrower’s Consolidated Leverage Ratio is less than 2.50:1.00 and (B) notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to this Section 2.11(a) the Reinvestment Prepayment Amount with respect to (i) Designated Equity Amounts, (ii) any such Net Cash Proceeds from the issuance relevant Reinvestment Event shall be applied toward the prepayment of Capital Stock which is applied within five Business Days after the receipt thereof by Term Loans and the Company and its Subsidiaries to repay Indebtedness Incurred in reliance upon reduction of the provisions of Section 7.2(i) or (j) hereof, (iii) other than to the extent Revolving Commitments as set forth therein, Indebtedness Incurred in accordance with Section 7.2 and (iv) up to $10,000,000 in aggregate Net Cash Proceeds from the issuance of Capital Stock by the Borrower after the Closing Date4.2(e).

Mandatory Prepayments and Commitment Reductions. (a) Unless ----------------------------------------------- the Required Prepayment Lenders shall otherwise agree, if If any Capital Stock or Indebtedness shall be issued by Holdings on any date (other than issuances (a) to the Sponsor and its Control Investment Affiliates, (b) to management, employees, directors or Incurred by the Company consultants of Holdings or any of its SubsidiariesSubsidiaries pursuant to any employee stock option or stock purchase plan or other employee benefit plan in existence from time to time, or (c) to other Persons to the extent the proceeds of such issuances are concurrently applied to fund Permitted Acquisitions), an amount equal to 10050% of the Net Cash Proceeds thereof shall be applied (unless a Reinvestment Notice shall be delivered in respect thereof) on the date of such issuance or Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d4.2(f); provided that (i) no such prepayment and reduction application of Net Cash Proceeds shall be -------- required pursuant if, at the time of such issuance of Capital Stock, the Borrower’s Consolidated Leverage Ratio is less than 2.50:1.00 and (ii) notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to this Section 2.11(a) the Reinvestment Prepayment Amount with respect to (i) Designated Equity Amounts, (ii) any such Net Cash Proceeds from the issuance relevant Reinvestment Event shall be applied toward the prepayment of Capital Stock which is applied within five Business Days after the receipt thereof by Term Loans and the Company and its Subsidiaries to repay Indebtedness Incurred in reliance upon reduction of the provisions of Section 7.2(i) or (j) hereof, (iii) other than to the extent Revolving Commitments as set forth therein, Indebtedness Incurred in accordance with Section 7.2 and (iv) up to $10,000,000 in aggregate Net Cash Proceeds from the issuance of Capital Stock by the Borrower after the Closing Date4.2(f).

Mandatory Prepayments and Commitment Reductions. (a) Unless ----------------------------------------------- the Required Prepayment Lenders shall otherwise agree, if If any Capital Stock or Indebtedness shall be issued or Incurred incurred by the Company Borrower or any Subsidiary (excluding any Excluded Indebtedness), (i) in the case of its Subsidiariesthe incurrence of any such Indebtedness in the form of Additional Tower Notes, the proceeds thereof shall, as soon as such proceeds become available to the Issuer Entity, but in any event no later than the next Payment Date (as that term is defined in the Tower Notes Indenture) in respect of the Collection Period (as that term is defined in the Tower Notes Indenture) in which such Additional Tower Notes are issued, be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e) in an amount equal to the lesser of (y) 100% of the aggregate face amount of such Additional Tower Notes, net of any expenses reasonably incurred by the Issuers in connection with such issuance, or (z) if such proceeds are deposited into the Collection Account, the amount available to be distributed to or at the direction of the Issuer Entity pursuant to clause Twentieth of Section 5.01(a) of the Tower Notes Indenture on such next Payment Date and (ii) in the case of the incurrence of all other such Indebtedness, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or Incurrence incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d2.9(e); provided that no such prepayment and reduction shall be -------- required pursuant to this Section 2.11(a) with respect to (i) Designated Equity Amounts, (ii) any such Net Cash Proceeds from the issuance of Capital Stock which is applied within five Business Days after the receipt thereof by the Company and its Subsidiaries to repay Indebtedness Incurred in reliance upon the provisions of Section 7.2(i) or (j) hereof, (iii) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2 and (iv) up to $10,000,000 in aggregate Net Cash Proceeds from the issuance of Capital Stock by the Borrower after the Closing Date.

Mandatory Prepayments and Commitment Reductions. (a) Unless the ----------------------------------------------- the Required Prepayment Lenders shall otherwise agree, if any Capital Stock or Indebtedness shall be issued or Incurred by the Company Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall -------- be -------- required pursuant to this Section 2.11(a) with respect to (i) Designated Equity Amounts, (ii) any such Net Cash Proceeds from the issuance of Capital Stock which is applied within five Business Days after the receipt thereof by the Company and its Subsidiaries to repay Indebtedness Incurred in reliance upon the provisions of Section 7.2(i) or (j) hereof, (iii) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2 and (iv) up to $10,000,000 in aggregate Net Cash Proceeds from the issuance of Capital Stock by the Borrower Holdings after the Closing Date.

Mandatory Prepayments and Commitment Reductions. (a) Unless ----------------------------------------------- If the Required Prepayment Lenders Borrower or any Subsidiary shall otherwise agree, if issue any Capital Stock or Indebtedness shall be issued or Incurred by the Company or any of its SubsidiariesStock, an amount equal to 100% of the Net Cash Proceeds thereof (other than (i) the Net Cash Proceeds in an aggregate amount not to exceed -36- $25,000,000 of the issuance of preferred stock of the Borrower having a cash pay dividend of up to 8% and upon which no cash dividends may be declared or paid during the Existence of a Default or Event of Default hereunder, and (ii) Net Cash Proceeds in an aggregate amount not to exceed $50,000,000 of the issuance of common stock of the Borrower or options, warrants or rights with respect to such common stock of the Borrower upon which no cash dividends may be declared or paid during the Existence of a Default or Event of Default hereunder) shall be applied on the date of such issuance or Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d2.12(d); provided that no such prepayment and reduction shall be -------- required pursuant to nothing contained in this Section 2.11(a2.12(a) with respect shall obligate the SPV to (i) Designated Equity Amounts, (ii) make any such prepayment of any Loans under this Agreement nor shall contributions to the capital of the SPV in the form of Receivables be deemed to generate Net Cash Proceeds from Proceeds. The Lenders hereby agree that this Section 2.12(a) shall not apply to the issuance of Capital Stock which is applied within five Business Days after of the receipt thereof by the Company and its Subsidiaries to repay Indebtedness Incurred in reliance upon the provisions of Section 7.2(i) or (j) hereof, (iii) other than Borrower to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2 and (iv) up holders of the Borrower's Senior Subordinated Notes pursuant to $10,000,000 in aggregate Net Cash Proceeds from the issuance Plan of Capital Stock by the Borrower after the Closing DateReorganization.

Mandatory Prepayments and Commitment Reductions. (a) Unless ----------------------------------------------- the Required Prepayment Lenders shall otherwise agree, (i) if any Capital Stock shall be issued by the Borrower (other than Capital Stock to the extent the proceeds thereof are used to make a Restricted Payment permitted by Section 7.6(e)) or (ii) if any Indebtedness shall be issued or Incurred incurred, by any Group Member excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the Company or any of its SubsidiariesRestatement Effective Date (except Indebtedness incurred pursuant to Section 7.2(g)(i)(y) and 7.2(g)(ii)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied then on the date of such issuance or Incurrence toward the prepayment of incurrence, the Term Loans and the reduction of shall be prepaid, and/or the Revolving Credit Commitments 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, reducing to 0.0% when the Consolidated Leverage Ratio as of the last day of the most recently completed fiscal quarter for which financial statements are available is equal to or less than 3.50:1.00, 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 2.11(d2.12(d); provided that no such prepayment and reduction shall be -------- required pursuant to . The provisions of this Section 2.11(a) with respect do not constitute a consent to (i) Designated Equity Amounts, (ii) any such Net Cash Proceeds from the issuance of Capital Stock which is applied within five Business Days after the receipt thereof any equity securities by the Company and its Subsidiaries to repay Indebtedness Incurred in reliance upon the provisions of Section 7.2(i) or (j) hereof, (iii) other than any entity whose equity securities are pledged pursuant to the extent set forth thereinGuarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement, or a consent to the incurrence of any Indebtedness Incurred in accordance with Section 7.2 and (iv) up to $10,000,000 in aggregate Net Cash Proceeds from the issuance of Capital Stock by WSCA, the Borrower after the Closing Dateor any of its Subsidiaries.