Mandatory Prepayment and Commitment Reductions Sample Clauses

Mandatory Prepayment and Commitment Reductions. (a) On the date of any Prepayment Event, the Net Cash Proceeds thereof shall be applied to prepay the Loans, cash collateralize Letters of Credit and reduce the Total Commitment pursuant to Section 2.1.7.3(c); provided, however, that no prepayment or reduction shall be required pursuant to this Section 2.1.7.3(a) as a result of the occurrence during the Commitment Increase Period of an event of a type described in clauses (i) and (ii) of the definition of “Prepayment Event” except to the extent that the aggregate Net Cash Proceeds of all such events occurring during the Commitment Increase Period exceed $150,000,000. (b) Unless there has been a Successful Syndication during the Commitment Increase Period, on the date that is the earlier of (i) the date which is five Banking Days after Arranger has presented Borrower or any of its subsidiaries with a Proposed Financing and (ii) the date on which Borrower and its subsidiaries have provided notice to Arranger that it will not accept such Proposed Financing, an amount equal to the Net Cash Proceeds of such Proposed Financing shall be applied to prepay the Loans, cash collateralize Letters of Credit and reduce the Total Commitment pursuant to Section 2.1.7.3(c). (c) Amounts to be applied in connection with any prepayments or Total Commitment reductions made pursuant to this Section 2.1.7.3 shall be applied as follows: first, to reduce permanently the then unused amount of the Total Commitment; second, to prepay the Loans until the Loans have been paid in full; and third, to provide cash collateral security for any Reimbursement Obligations which may arise under then outstanding Letters of Credit. (d) Certain of the Loans and Commitments may also be required to be prepaid and terminated on the date of the Commitment Decrease Event as provided in Section 2.3.3.

Mandatory Prepayment and Commitment Reductions. On or prior to the Initial Closing Date, the aggregate commitments in respect of the Capital Markets Bridge Facility under the Commitment Letter or under the Capital Markets Bridge Facility Documentation (as applicable) shall be permanently reduced, and after the Initial Closing Date, the aggregate amount of any unfunded delayed draw commitments under the Capital Markets Bridge Facility Documentation shall be permanently reduced and after the Initial Closing Date (or, if later and if and to the extent applicable, the Merger Date) Capital Markets Bridge Loans shall be prepaid, without penalty or premium, in each case, dollar-for dollar, by the following amounts (in each case, subject to exceptions to be mutually agreed): (a) 100% of the amount of any Net Proceeds (as defined below) received by the Borrower or any of its subsidiaries (i) received after the Signing Date, from any asset sales or other dispositions of property by the Borrower and its subsidiaries required by governmental authorities in connection with regulatory approvals for the Acquisition and (ii) after the Signing Date, from all non-ordinary course asset sales or other dispositions of, or casualty or condemnation events with respect to, property by the Borrower and its subsidiaries (including proceeds from the sale or issuance of stock, in either case to any third party, of any subsidiary of the Borrower and from any insurance and condemnation proceeds), in each case in excess of $250.00 million for all such asset sales or dispositions or casualty or condemnation events (or series of related asset sales or dispositions) other than Net Proceeds (A) of sales or other dispositions of inventory in the ordinary course of business, (B) of intercompany transfers, (C) dispositions of assets pursuant to a securitization transaction or (D) that are reinvested (or committed to be reinvested) in the business of the Borrower or any of its subsidiaries (or used to replace damaged or destroyed assets) within 450 days after receipt of such proceeds and, if so committed to be reinvested, so long as such reinvestment is actually completed within 180 days after such 450-day period; (b) without duplication of clause (d) below, 100% of Net Proceeds actually received by the Borrower or any of its subsidiaries after the Signing Date from the issuance of the Senior Notes, the incurrence of the Term Loans or any other Debt Incurrence (as defined below);

Mandatory Prepayment and Commitment Reductions. If at any time the aggregate amount of all outstanding Revolving Loans plus the aggregate amount of all outstanding Swing Line Loans shall exceed the Aggregate Revolving Committed Amount, as the Aggregate Revolving Committed Amount may be increased or reduced from time to time, the Borrower shall immediately make payment on the Swing Line Loans and then, if necessary, on the Revolving Loans in an amount sufficient to eliminate the deficiency. Any such payments shall be applied first to Prime Rate Loans and then to Eurodollar Loans in direct order of their Interest Period maturities. With respect to any Prepayment Event, the Borrower shall apply the Net Cash Proceeds resulting therefrom within 5 Business Days after the receipt thereof first to the repayment of the Swing Line Loans, second to the repayment of the Term Loans and third to the repayment of the Revolving Loans, with such payments being applied ratably across the Swing Line Loans, the Term Loans or the Revolving Loans, as applicable, and with any prepayment of Revolving Loans under clause (iii) of the definition of Prepayment Event also resulting in an automatic and permanent reduction of the Revolving Commitments in the amount of such prepayment of Revolving Loans; provided, that no such commitment reduction shall be required if the Revolving Commitments and Loans are less than or equal to $25,000,000 in the aggregate at the time.