Common use of Mandatory Prepayments and Commitment Reductions Clause in Contracts

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if (i) any Capital Stock shall be issued by Holdings or the Borrower (other than any issuance to Holdings or any of its other Subsidiaries), excluding any such Capital Stock issued by the Borrower or Holdings (A) to any Permitted Investor or (B) the proceeds of which are used within 360 days after receipt thereof by the Borrower or any Subsidiary to make Investments permitted by Section 7.8(h) or Capital Expenditures permitted by this Agreement, (provided that (x) the Borrower shall have notified the Administrative Agent in writing of such intended use not later than the ten days after the date of receipt of such proceeds and (y) any such proceeds not so used within such 360-day period shall be applied to the prepayment of the Term Loans on the last day of such period), or (ii) any Funded Debt is incurred by the Borrower or any other Loan Party (excluding Indebtedness permitted by Section 7.2), then on the date of such issuance or incurrence, as the case may be, the Term Loans shall be prepaid by an amount equal to the amount 50% of the Net Cash Proceeds of such issuance of Capital Stock or 100% of the Net Cash Proceeds of such incurrence of Indebtedness, as the case may be. 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 Collateral Agreement, or a consent to the incurrence of any Indebtedness by the Borrower or any of its Subsidiaries.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if (i) If any Capital Stock shall be issued by Holdings or the Borrower any Group Member (other than (i) any issuance to Holdings or any of its other Subsidiaries), excluding any such Capital Stock issued by to any Group Member or the Borrower Permitted Investors, (ii) any Replacement Equity, or Holdings (iii) so long as (A) the Consolidated Leverage Ratio at such time and after giving effect thereto is equal to any Permitted Investor or less than 3.25 to 1.00 and (B) no Default or Event of Default shall have occurred and be continuing or would result therefrom, any issuance of common stock of the proceeds of which Borrower to the extent the Net Cash Proceeds thereof are used within 360 days after receipt thereof by the Borrower or any Subsidiary to make Investments permitted by Section 7.8(h) or Capital Expenditures permitted by this Agreement, (provided that concurrently permanently prepay (x) the Borrower shall have notified Second Lien Term Loans or any Permitted Refinancing Indebtedness incurred pursuant to Section 8.2(b) (with the Administrative Agent in writing amount of such intended use not later than the ten days after the date of receipt of such proceeds and (y) any such proceeds not so used within such 360-day period shall be applied to the mandatory prepayment of the Term Loans on or reduction of Revolving Commitments that would otherwise have been required pursuant to this Section 4.2(a) as a result of the last day receipt of such periodNet Cash Proceeds to be reduced by the amount of any prepayment of Second Lien Term Loans) or (y) the Subordinated Loans or any Permitted Refinancing Indebtedness incurred pursuant to Section 8.2(c)), or any capital contribution is made to any Group Member (ii) other than a capital contribution by any Funded Debt is incurred by Group Member or the Borrower or any other Loan Party (excluding Indebtedness permitted by Section 7.2Permitted Investors), then on the date of such issuance or incurrence, as the case may be, the Term Loans shall be prepaid by an amount equal to the amount 50% of the Net Cash Proceeds thereof shall be applied on the date of receipt of such issuance of Capital Stock or 100% of the Net Cash Proceeds toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(e); provided, that, if a Default exists at the time Net Cash Proceeds are received by the Borrower, but such Default is cured before it becomes an Event of Default, such Default shall not operate to prohibit the application of such incurrence Net Cash Proceeds as specified in clause (iii) above once such Default has been cured; provided, further, that during the continuance of Indebtednesssuch Default prior to the time such Default becomes an Event of Default, as such Net Cash Proceeds shall be deposited and maintained in a segregated account with the case may be. The provisions Administrative Agent and shall not be required to be used for the repayment of the Term Loans or the reduction of the Revolving Commitments during such time notwithstanding any provision of this Section do not constitute a consent 4.2(a) to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Guarantee and Collateral Agreement, or a consent to the incurrence of any Indebtedness by the Borrower or any of its Subsidiariescontrary.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree, subject to Section 2.18(d), if (i) any Capital Stock shall be issued by Holdings or either of the Borrower (other than any issuance to Holdings Borrowers or any of its other their respective Subsidiaries), excluding any such Capital Stock issued by an amount equal to 100% of the Borrower or Holdings (A) to any Permitted Investor or (B) the proceeds of which are used within 360 days after receipt Net Cash Proceeds thereof by the Borrower or any Subsidiary to make Investments permitted by Section 7.8(h) or Capital Expenditures permitted by this Agreement, (provided that (x) the Borrower shall have notified the Administrative Agent in writing of such intended use not later than the ten days after the date of receipt of such proceeds and (y) any such proceeds not so used within such 360-day period shall be applied to the prepayment of the Term Loans on the last day of such period), or (ii) any Funded Debt is incurred by the Borrower or any other Loan Party (excluding Indebtedness permitted by Section 7.2), then on the date of such issuance or incurrence, as incurrence toward the case may be, prepayment of the Tranche B Term Loans shall be prepaid by an amount equal to and the amount 50% reduction of the Revolving Credit Commitments as set forth in Section 2.12(e); provided, that, notwithstanding the foregoing, (i) the first $100,000,000 of Net Cash Proceeds of from any such issuance of Capital Stock ("Initial Additional Equity Proceeds") may be excluded from the foregoing requirement and may be used for Capital Expenditures, general corporate purposes of Regal or 100% of any other purpose permitted hereunder, (ii) the Net Cash Proceeds of such incurrence of Indebtedness, as the case may be. The provisions of this Section do not constitute a consent to from the issuance of any equity securities by any entity whose equity securities are pledged pursuant to such Capital Stock used for Additional Permitted Acquisitions in accordance with Section 7.8(f) may be excluded from the Guarantee and Collateral Agreementforegoing requirement, or a consent to (iii) the incurrence Net Cash Proceeds from the issuance of any Indebtedness by such Capital Stock used for Permitted Acquisitions in accordance with Section 7.8(e) may be excluded from the Borrower foregoing requirement and (iv) the Net Cash Proceeds from the issuance of Capital Stock of Holdings to any Permitted Investor or any director, officer or employee of the Borrowers or their respective Restricted Subsidiaries may be excluded from the foregoing requirement and may be used for Capital Expenditures by Regal or its SubsidiariesRestricted Subsidiaries permitted hereunder, general corporate purposes of Regal and its Restricted Subsidiaries or any other purpose permitted hereunder.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree, if (i) if any Capital Stock shall be issued by Holdings or the Borrower CERI (other than any issuance to Holdings or any of its other Subsidiaries), excluding any such the Capital Stock issued by as part of the Restatement Effective Date Equity Issuance) or, after the Migration, the Borrower or Holdings (A) to any Permitted Investor or (B) the proceeds of which are used within 360 days after receipt thereof by the Borrower or any Subsidiary to make Investments permitted by Section 7.8(h) or Capital Expenditures permitted by this Agreement, (provided that (x) the Borrower shall have notified the Administrative Agent in writing of such intended use not later than the ten days after the date of receipt of such proceeds and (y) any such proceeds not so used within such 360-day period shall be applied to the prepayment of the Term Loans on the last day of such period), or (ii) if any Funded Debt is Indebtedness shall be incurred, by any Group Member excluding any Indebtedness incurred by in accordance with Section 7.2 as in effect on the Borrower or any other Loan Party Restatement Effective Date (excluding except Indebtedness permitted by incurred pursuant to Section 7.27.2(g)(i)(y) and 7.2(g)(ii)), then on the date of such issuance or incurrence, as the case may be, the Term Loans shall be prepaid prepaid, and/or the Revolving Credit Loans shall be repaid, by an amount equal to to, in the amount 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 such issuance the last day of Capital Stock 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 Proceeds, other than any Excluded Proceeds, of such incurrence of Indebtednessissuance or incurrence, as the case may beset forth in Section 2.12(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 Collateral Agreement or the Canadian Guarantee and Collateral Agreement, or a consent to the incurrence of any Indebtedness by CERI, the Borrower or any of its Subsidiaries.

Mandatory Prepayments and Commitment Reductions. (a) Unless On the Required Lenders shall otherwise agree, if (i) any Capital Stock shall be issued by Holdings or the Borrower (other than any issuance to Holdings or any of its other Subsidiaries), excluding any such Capital Stock issued by the Borrower or Holdings (A) to any Permitted Investor or (B) the proceeds of which are used within 360 days first Business Day after receipt thereof by the Borrower or any Subsidiary to make Investments permitted by Section 7.8(h) of any Net Proceeds from the sale, lease, assignment, exchange or Capital Expenditures permitted by this Agreement, (provided that (x) the Borrower shall have notified the Administrative Agent in writing other disposition of such intended use not later than the ten days after the date any assets of receipt of such proceeds and (y) any such proceeds not so used within such 360-day period shall be applied to the prepayment of the Term Loans on the last day of such period), or (ii) any Funded Debt is incurred by the Borrower or any other Loan Party Subsidiary (excluding Indebtedness including, without limitation, as a result of any casualty or condemnation occurring after the date hereof but not including sales or dispositions of assets permitted by Section 7.2pursuant to subsection 8.5), then on the date Borrower shall make a prepayment of such issuance the Loans (and collateralize or incurrence, as the case may be, the Term Loans shall be prepaid by replace Letters of Credit in accordance with subsection 4.4(h)) in an amount equal to the amount 50% of such Net Proceeds; PROVIDED that the Borrower shall not be required to make such a prepayment to the extent that it delivers to the Administrative Agent a certificate, signed by a Responsible Officer of the Borrower, that it intends to reinvest such Net Cash Proceeds of such issuance of Capital Stock or 100% in the business of the Borrower within 360 days of receipt thereof, it being expressly understood that any Net Cash Proceeds of such incurrence of Indebtednessnot so reinvested shall be applied to prepay the Loans on the date 360 days after receipt thereof (or, as the case may be. 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 Collateral Agreement, or a consent to the incurrence of any Indebtedness by unless the Borrower or any of its SubsidiariesSubsidiary has, by the date which is 300 days after receipt thereof, made a binding commitment to make such reinvestment, subject only to reasonable and customary closing conditions, then such prepayment shall be made on the date which is 300 days after the receipt thereof).

Mandatory Prepayments and Commitment Reductions. (a) Unless ----------------------------------------------- the Required Prepayment Lenders shall otherwise agree, if (i) any Capital Stock or Indebtedness shall be issued or Incurred by Holdings or the Borrower (other than any issuance to Holdings or any of its other Subsidiaries), excluding any such Capital Stock issued by an amount equal to 100% of the Borrower or Holdings (A) to any Permitted Investor or (B) the proceeds of which are used within 360 days after receipt Net Cash Proceeds thereof by the Borrower or any Subsidiary to make Investments permitted by Section 7.8(h) or Capital Expenditures permitted by this Agreement, (provided that (x) the Borrower shall have notified the Administrative Agent in writing of such intended use not later than the ten days after the date of receipt of such proceeds and (y) any such proceeds not so used within such 360-day period shall be applied to the prepayment of the Term Loans on the last day of such period), or (ii) any Funded Debt is incurred by the Borrower or any other Loan Party (excluding Indebtedness permitted by Section 7.2), then on the date of such issuance or incurrence, as Incurrence toward the case may be, 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 prepaid by an amount equal required -------- pursuant to the amount 50% of the this Section 2.11(a) with respect to (i) Designated Equity Amounts, (ii) any such Net Cash Proceeds of such 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 100% of (j) hereof, (iii) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (iv) any Net Cash Proceeds of such incurrence of Indebtedness, as the case may be. The provisions of this Section do not constitute a consent to from the issuance of any equity securities Capital Stock by any entity whose equity securities are pledged pursuant to Holdings or the Guarantee and Collateral Agreement, or a consent to the incurrence Incurrence of any Indebtedness by Holdings or New Intermediate Holdco which are used to finance the Borrower or any AHYDO Payment and (v) up to $20,000,000 in aggregate Net Cash Proceeds from the issuance of its SubsidiariesCapital Stock by Holdings after the Closing Date.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree, if (i) any Capital Stock or Indebtedness shall be issued or Incurred by Holdings or the Borrower (other than any issuance to Holdings or any of its other Subsidiaries), excluding any such Capital Stock issued by an amount equal to 100% of the Borrower or Holdings (A) to any Permitted Investor or (B) the proceeds of which are used within 360 days after receipt Net Cash Proceeds thereof by the Borrower or any Subsidiary to make Investments permitted by Section 7.8(h) or Capital Expenditures permitted by this Agreement, (provided that (x) the Borrower shall have notified the Administrative Agent in writing of such intended use not later than the ten days after the date of receipt of such proceeds and (y) any such proceeds not so used within such 360-day period shall be applied to the prepayment of the Term Loans on the last day of such period), or (ii) any Funded Debt is incurred by the Borrower or any other Loan Party (excluding Indebtedness permitted by Section 7.2), then on the date of such issuance or incurrence, as Incurrence toward the case may be, 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 prepaid by an amount equal required pursuant to the amount 50% of the this Section 2.11(a) with respect to (i) Designated Equity Amounts, (ii) any such Net Cash Proceeds of such 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 100% of (j) hereof, (iii) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (iv) any Net Cash Proceeds of such incurrence of Indebtedness, as the case may be. The provisions of this Section do not constitute a consent to from the issuance of any equity securities Capital Stock by any entity whose equity securities are pledged pursuant to Holdings or the Guarantee and Collateral Agreement, or a consent to the incurrence Incurrence of any Indebtedness by Holdings or New Intermediate Holdco which are used to finance the Borrower or any AHYDO Payment and (v) up to $20,000,000 in aggregate Net Cash Proceeds from the issuance of its SubsidiariesCapital Stock by Holdings after the Closing Date.

Mandatory Prepayments and Commitment Reductions. (a) Unless The following amounts, to the Required Lenders shall otherwise agreeextent received by Parent, if (i) any Capital Stock shall be issued by Holdings or the Borrower (other than any issuance to Holdings or any of its other Subsidiaries), excluding any such Capital Stock issued by the Borrower or Holdings (A) to any Permitted Investor or (B) the proceeds of which are used within 360 days after receipt thereof by the Borrower or any Subsidiary to make Investments permitted by Section 7.8(h) or Capital Expenditures permitted by this AgreementSubsidiary, (provided that shall be (x) if prior to the Borrower shall have notified the Administrative Agent in writing of such intended use not later than the ten days after the date of receipt of such proceeds and (y) any such proceeds not so used within such 360-day period shall be Funding Date, automatically applied to reduce the prepayment of the Term Loans on the last day of such period), or (ii) any Funded Debt is incurred by the Borrower or any other Loan Party (excluding Indebtedness permitted by Section 7.2), then Commitments on the date of such issuance receipt and (y) if on or incurrenceafter the Funding Date, as the case may be, the Term Loans shall be prepaid by an amount equal to the amount 50% applied within three Business Days of the Net Cash Proceeds date of such issuance of Capital Stock or receipt to prepay any outstanding Loans, without duplication: (i) 100% of the Net Cash Proceeds of such incurrence all Capital Raising Transactions, (ii) 100% of Indebtednessthe Net Cash Proceeds of all Material Asset Sales, as provided that no prepayment of the case may be. The provisions Loans or reduction of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged Commitments will be required pursuant to this clause (ii) unless and until the Guarantee Net Cash Proceeds from all Material Asset Sales in the aggregate exceed $300,000,000, and Collateral Agreementthen only such excess amount shall be required to be applied towards prepayment of the Loans or reduction of the Commitments, or (iii) 100% of the committed amount of the term loans under any Qualifying Loan Facility (such reduction of the Commitments to occur automatically upon the effectiveness of definitive documentation for such credit facility and receipt by the Administrative Agent of a consent to notice from the incurrence Borrower that such credit facility constitutes a Qualifying Loan Facility), and (iv) 100% of the Net Cash Proceeds from any Indebtedness by credit facility of Parent, the Borrower or any Subsidiary for the purpose of its Subsidiariesfinancing any portion of the Transactions, in each case on or after the date of the Commitment Letter (including the Combined Facility, but only to the extent that the aggregate amount of commitments and loans thereunder (without duplication) exceed $3,000,000,000).

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if (i) If any Capital Stock shall be issued by Holdings or the Borrower any Group Member (other than (i) any issuance issuances to management of any Group Member or to the Permitted Investors or to other holders of Capital Stock of Holdings as of the Closing Date (or Affiliates thereof), (ii) pursuant to any Permitted Acquisitions, (iii) any equity contributions to any Subsidiary of Holdings made by Holdings or any of its other SubsidiariesSubsidiaries and (iv) additional issuances of Holdings Capital Stock up to $2,000,000), excluding any such Capital Stock issued by the Borrower or Holdings (A) to any Permitted Investor or (B) the proceeds of which are used within 360 days after receipt thereof by the Borrower or any Subsidiary to make Investments permitted by Section 7.8(h) or Capital Expenditures permitted by this Agreement, (provided that (x) the Borrower shall have notified the Administrative Agent in writing of such intended use not later than the ten days after the date of receipt of such proceeds and (y) any such proceeds not so used within such 360-day period shall be applied to the prepayment of the Term Loans on the last day of such period), or (ii) any Funded Debt is incurred by the Borrower or any other Loan Party (excluding Indebtedness permitted by Section 7.2), then on the date of such issuance or incurrence, as the case may be, the Term Loans shall be prepaid by an amount equal to the amount lesser of (A) 50% of the Net Cash Proceeds thereof and (B) an amount of Net Cash Proceeds thereof that will result in the Consolidated Leverage Ratio not exceeding 2.25:1.00 (calculated on a pro forma basis as of the last day of the most recently completed period of four fiscal quarters for which financial statements are available, but giving effect to any prepayment under this Section 2.9) shall be applied on the date of such issuance toward the prepayment of Capital Stock the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e); provided, that the foregoing percentage shall be reduced to 0% if the Consolidated Leverage Ratio as of the last day of the most recently completed period of four fiscal quarters for which financial statements are available is not greater than 2.25:1.00. Notwithstanding the foregoing provisions of this Section 2.9(a), so long as no Default or 100% Event of Default shall have occurred and be continuing, no mandatory repayment shall be required pursuant to this Section 2.9(a) until the date on which the sum of (i) the Net Cash Proceeds of such incurrence of Indebtedness, required to be applied as mandatory repayments pursuant to this Section 2.9(a) in the case may be. The provisions absence of this Section do not constitute a consent sentence plus (ii) the Net Cash Proceeds required to the issuance of any equity securities by any entity whose equity securities are pledged be applied as mandatory repayments pursuant to Section 2.9(c) in the Guarantee and Collateral Agreementabsence of the last sentence in said Section 2.9(c), equals or a consent to the incurrence of any Indebtedness by the Borrower or any of its Subsidiariesexceeds $5,000,000.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Lenders shall otherwise agree, if (i) any Capital Stock shall be issued by Holdings or the Borrower (other than any issuance to Holdings or any of its other Subsidiaries), excluding any such Capital Stock issued by the Borrower or Holdings (A) to any Permitted Investor or (B) the proceeds of which are used within 360 days after receipt thereof by the Borrower or any Subsidiary to make Investments permitted by Section 7.8(h) or Capital Expenditures permitted by this Agreement, (provided that (x) the Borrower shall have notified the Administrative Agent in writing of such intended use not later than the ten days after the date of receipt of such proceeds and (y) any such proceeds not so used within such 360-day period shall be applied to the prepayment of the Tranche D Term Loans on the last day of such period), or (ii) any Funded Debt is incurred by the Borrower or any other Loan Party (excluding Indebtedness permitted by Section 7.2), then on the date of such issuance or incurrence, as the case may be, the Tranche D Term Loans shall be prepaid by an amount equal to the amount 50% of the Net Cash Proceeds of such issuance of Capital Stock or 100% of the Net Cash Proceeds of such incurrence of Indebtedness, as the case may be. 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 Collateral Agreement, or a consent to the incurrence of any Indebtedness by the Borrower or any of its Subsidiaries.