Common use of Mandatory Prepayments Commitment Reductions Clause in Contracts

Mandatory Prepayments Commitment Reductions. (a) Insurance/Condemnation Proceeds. No later than the first Business Day following the date of receipt by the Company or any of the Company Subsidiaries, or the Purchaser as loss payee, of any Net Insurance/Condemnation Proceeds, the Company shall prepay the Notes and/or the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.7(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds multiplied by a fraction, the numerator of which shall be the aggregate outstanding principal amount of Notes and Loans and the denominator of which shall be the sum of such aggregate outstanding principal amount plus the aggregate outstanding principal amount of all notes purchased and loans made under the Parent Credit Agreement (if any); provided, (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Initial Closing Date through the applicable date of determination do not exceed $100,000, the Company shall have the option, directly or through one or more of the Company Subsidiaries to invest such Net Insurance/Condemnation Proceeds within one hundred eighty days of receipt thereof in long term productive assets of the general type used in the business of the Company and the Company Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided further, prior to the Revolving Commitment Termination Date, pending any such investment, all such Net Insurance/Condemnation Proceeds shall be applied to prepay Loans to the extent outstanding (without a reduction in Revolving Commitments).

Mandatory Prepayments Commitment Reductions. (a) Insurance/Condemnation Proceeds. No later than the first Business Day following the date of receipt by the Holdings, Company or any of the Company Subsidiaries, or the Purchaser as loss payee, its Subsidiaries of any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, the Company shall prepay the Notes and/or the Loans and/or the Revolving Loan Commitments shall be permanently reduced as set forth in Section 2.7(b) in an aggregate amount equal to such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds multiplied by a fractionProceeds, as the numerator of which shall be the aggregate outstanding principal amount of Notes and Loans and the denominator of which shall be the sum of such aggregate outstanding principal amount plus the aggregate outstanding principal amount of all notes purchased and loans made under the Parent Credit Agreement (if any)case may be; providedPROVIDED, (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds from the Initial Closing Date through the applicable date of determination do not exceed $100,0005,000,000, the Company shall have the option, directly may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of such Net Asset Sale Proceeds or through one or more of the Company Subsidiaries to invest such Net Insurance/Condemnation Proceeds within one hundred eighty days of receipt thereof (such portion being the "PROPOSED REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to reinvest (or enter into a contract to reinvest) in long term equipment or other productive assets of the general type used in the business of the Company and the Company its Subsidiaries, which investment may include include, in the case of any Proposed Reinvestment Proceeds which related to Net Insurance/Condemnation Proceeds, the repair, restoration or replacement of the applicable assets thereofof Company or its Subsidiaries (such equipment and other assets being "ELIGIBLE ASSETS") within 180 days of such date of receipt and (2) the proposed use of such Proposed Reinvestment Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly apply such Proposed Reinvestment Proceeds to such reinvestment purposes; provided furtherPROVIDED FURTHER, that during such period prior to the Revolving Commitment Termination Date, pending any reinvestment in Eligible Assets such investment, all such Net Insurance/Condemnation Proposed Reinvestment Proceeds shall be applied to prepay outstanding Revolving Loans to the extent outstanding (without a reduction in Revolving Loan Commitments) to the full extent thereof. In the event Administrative Agent shall receive any Net Insurance/Condemnation Proceeds in its capacity as loss payee pursuant to SECTION 5.5, Company hereby authorizes Administrative Agent to apply all such amounts in accordance with this SECTION 2.13(a); PROVIDED, if Company shall elect to exercise its option to reinvest any such proceeds pursuant to the first sentence of this SECTION 2.13(a, Company shall give notice to Administrative Agent of such election and Administrative Agent shall pay over to Company such proceeds and Company shall reinvest such proceeds in accordance with the terms of such sentence.

Mandatory Prepayments Commitment Reductions. (a) Insurance/Condemnation ProceedsASSET SALES. No later than the first Business Day following the date of receipt by the Company or any of the Company Subsidiaries, or the Purchaser as loss payee, of any Net Insurance/Condemnation Proceeds, the (i) Company shall within three Business Days of such receipt prepay Senior Loans and the Notes and/or the Loans and/or the Revolving Senior Commitments shall be permanently reduced as set forth in Section 2.7(b) 2.13 in an aggregate amount equal to 50% of the amount of any Net Asset Sale Proceeds received by Holdings, Company or any of their respective Subsidiaries. If, within the period of two hundred seventy days after the receipt by Holdings, Company or any of their respective Subsidiaries of Net Asset Sale Proceeds, Holdings or Company has not invested such Net Insurance/Condemnation Asset Sale Proceeds multiplied by a fraction, the numerator of which shall be the aggregate outstanding principal amount of Notes and Loans and the denominator of which shall be the sum of such aggregate outstanding principal amount plus the aggregate outstanding principal amount of all notes purchased and loans made under the Parent Credit Agreement (if any); provided, (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) not prepaid pursuant to the extent that aggregate Net Insurance/Condemnation Proceeds from the Initial Closing Date through the applicable date of determination do not exceed $100,000, the Company shall have the option, directly or through one or more of the Company Subsidiaries to invest such Net Insurance/Condemnation Proceeds within one hundred eighty days of receipt thereof immediately preceding sentence in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, as certified to Administrative Agent by Holdings, then, to the extent Company has not previously done so, Company shall prepay Senior Loans and the Company SubsidiariesSenior Commitments shall be permanently reduced as set forth in Section 2.13, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided further, prior in either case in an amount equal to the Revolving Commitment Termination Date, pending excess of such remaining Net Asset Sale Proceeds not already prepaid over amounts invested as aforesaid. Pending a determination whether any such investmentNet Asset Sale Proceeds will be applied to prepay Senior Loans and/or reduce Senior Commitments pursuant to the preceding sentence, all an amount equal to such Net Insurance/Condemnation Asset Sale Proceeds shall be applied to prepay outstanding Revolving Loans to the extent outstanding (without a reduction in the Revolving Commitments). In addition, notwithstanding the foregoing and in any event, the Company shall prepay Senior Loans in the amount of any Net Asset Sale Proceeds arising from the sale of any Telecommunications Assets financed with the proceeds of such Senior Loans.

Mandatory Prepayments Commitment Reductions. (a) Insurance/Condemnation Proceeds. No later than the first Business Day following the date of receipt by the Holdings, Company or any of the Company Subsidiariesits Subsidiaries of any Net Asset Sale Proceeds from Asset Sales made in accordance with Sections 6.7(o), 6.7(p), and Section 6.9, or the Purchaser as loss payee, of any Net Insurance/Condemnation Proceeds, the Company shall prepay the Notes and/or the Loans and/or the Revolving Loan Commitments shall be permanently reduced as set forth in Section 2.7(b) in an aggregate amount equal to such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds multiplied by a fractionProceeds, as the numerator of which shall be the aggregate outstanding principal amount of Notes and Loans and the denominator of which shall be the sum of such aggregate outstanding principal amount plus the aggregate outstanding principal amount of all notes purchased and loans made under the Parent Credit Agreement (if any)case may be; provided, (i) so long as no Default or Event of Default shall have occurred and be continuing, and Company may deliver to Administrative Agent a certificate of an Authorized Officer of Company setting forth (ii1) to the extent that aggregate portion of such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds from (such portion being the Initial Closing Date through "PROPOSED REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to reinvest within 365 days of the applicable date of determination do not exceed $100,000receipt, in non-current assets useful in the business of Company shall have and its Subsidiaries, which may include, in the option, directly or through one or more case of the Company Subsidiaries any Proposed Reinvestment Proceeds which related to invest such Net Insurance/Condemnation Proceeds within one hundred eighty days of receipt thereof in long term productive assets of the general type used in the business of the Company and the Company SubsidiariesProceeds, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided further, prior of Company or its Subsidiaries (such assets being "ELIGIBLE ASSETS") and (2) the proposed use of such Proposed Reinvestment Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request. In the Revolving Commitment Termination Date, pending event Collateral Agent shall receive any such investment, all such Net Insurance/Condemnation Proceeds in its capacity as loss payee pursuant to Section 5.5, Company hereby authorizes Collateral Agent to apply an amount equal to all such amounts in accordance with this Section 2.13(a); provided, if Company shall be applied elect to prepay Loans exercise its option to reinvest any such proceeds pursuant to the extent outstanding (without a reduction first sentence of this Section 2.13(a), Company shall give notice to Administrative Agent of such election and Administrative Agent shall pay over to Company such proceeds and Company shall reinvest such proceeds in Revolving Commitments)accordance with the terms of such sentence.

Mandatory Prepayments Commitment Reductions. (a) Insurance/Condemnation Proceeds. No later than the first Business Day following the date of receipt by the Holdings, Company or any of the Company Subsidiariesits Subsidiaries of any Net Asset Sale Proceeds from Asset Sales made in accordance with Sections 6.7(o), 6.7(p), and Section 6.9, or the Purchaser as loss payee, of any Net Insurance/Condemnation Proceeds, the Company shall prepay the Notes and/or the Loans and/or the Revolving Loan Commitments shall be permanently reduced as set forth in Section 2.7(b) in an aggregate amount equal to such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds multiplied by a fractionProceeds, as the numerator of which shall be the aggregate outstanding principal amount of Notes and Loans and the denominator of which shall be the sum of such aggregate outstanding principal amount plus the aggregate outstanding principal amount of all notes purchased and loans made under the Parent Credit Agreement (if any)case may be; provided, (i) so long as no Default or Event of Default shall have occurred and be continuing, and Company may deliver to Administrative Agent a certificate of an Authorized Officer of Company setting forth (ii1) to the extent that aggregate portion of such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds from (such portion being the Initial Closing Date through "PROPOSED REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to reinvest within 365 days of the applicable date of determination do not exceed $100,000receipt, in non-current assets useful in the business of Company shall have and its Subsidiaries, which may include, in the option, directly or through one or more case of the Company Subsidiaries any Proposed Reinvestment Proceeds which related to invest such Net Insurance/Condemnation Proceeds within one hundred eighty days of receipt thereof in long term productive assets of the general type used in the business of the Company and the Company SubsidiariesProceeds, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided further, prior of Company or its Subsidiaries (such assets being "ELIGIBLE ASSETS") and (2) the proposed use of such Proposed Reinvestment Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request. In the Revolving Commitment Termination Date, pending event Collateral Agent shall receive any such investment, all such Net Insurance/Condemnation Proceeds in its capacity as loss payee pursuant to Section 5.5, Company hereby authorizes Collateral Agent to apply an amount equal to all such amounts in accordance with this Section 2.13(a); provided, if Company shall be applied elect to prepay Loans exercise its option to reinvest any such proceeds pursuant to the extent outstanding (without a reduction first sentence of this Section 2.13(a), Company shall give notice to Administrative Agent of such election and Administrative Agent shall pay over to Company such proceeds and Company shall reinvest such proceeds in Revolving Commitments).accordance with the terms of such sentence. CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A

Mandatory Prepayments Commitment Reductions. (a) ‌ Asset Sales. Any Net Asset Sale Proceeds shall be applied directly to prepay the Obligations an aggregate amount equal to such Net Asset Sale Proceeds; provided, that Net Asset Sale Proceeds shall be applied as set forth in Section 2.12. Insurance/Condemnation Proceeds. No later than the first one (1) Business Day following the date of receipt by the Company or any of the Company its Subsidiaries, or the Purchaser Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Company shall prepay the Notes and/or the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.7(b) Obligations in an aggregate amount equal to such Net Insurance/Condemnation Proceeds multiplied by a fraction, the numerator of which shall be the aggregate outstanding principal amount of Notes and Loans and the denominator of which shall be the sum of such aggregate outstanding principal amount plus the aggregate outstanding principal amount of all notes purchased and loans made under the Parent Credit Agreement (if any)Proceeds; provided, (i) provided that so long as no Default or Event of Default shall have occurred and be continuing, and (ii) upon delivery of a written notice of reinvestment to the extent that aggregate Net Insurance/Condemnation Proceeds from the Initial Closing Date through the applicable date of determination do not exceed $100,000Administrative Agent, the Company shall have the option, directly or through one or more of the Company Subsidiaries Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within one hundred eighty days (the “Insurance/Condemnation Reinvestment Amounts”) in any combination of receipt thereof in long (1) long-term productive assets and/or short-term replacement assets, licenses and acquisitions of personnel of the general type used in the business of the Company and the Company Subsidiariesits Subsidiaries and/or (2) other Investments permitted under Section 6.3, which investment may include the repairin each case if such assets, restoration licenses, acquisitions or replacement Investments are purchased, constructed or made, as applicable, within one hundred and eighty (180) days following receipt of the applicable assets thereof; provided further, prior to the Revolving Commitment Termination Date, pending any such investment, all such Net Insurance/Condemnation Proceeds (or, if Company or any Subsidiary shall be applied have entered into a legally binding commitment within such initial 180-day period to prepay Loans restore, rebuild, repair, construct, improve, replace or otherwise invest such Insurance/Condemnation Reinvestment Amounts in accordance with this Section 2.11(b), within one hundred and eighty (180) days following the date of entry into such legally binding commitment) (such period to reinvest, the “Insurance/Condemnation Reinvestment Period”). In the event that the Insurance/Condemnation Reinvestment Amounts are not reinvested by Company prior to expiration of the applicable Insurance/Condemnation Reinvestment Period, Administrative Agent may apply such Insurance/Condemnation Reinvestment Amounts to the extent outstanding (without a reduction Obligations as set forth in Revolving Commitments)Section 2.12.

Mandatory Prepayments Commitment Reductions. (a) Insurance/Condemnation Proceeds. No later than the first Business Day following the date of receipt by the Holdings, Company or any of the Company Subsidiariesits Subsidiaries of any Net Asset Sale Proceeds from Asset Sales made in accordance with Sections 6.7(o), 6.7(p), and Section 6.9, or the Purchaser as loss payee, of any Net Insurance/Condemnation Proceeds, the Company shall prepay the Notes and/or the Loans and/or the Revolving Loan Commitments shall be permanently reduced as set forth in Section 2.7(b) in an aggregate amount equal to such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds multiplied by a fractionProceeds, as the numerator of which shall be the aggregate outstanding principal amount of Notes and Loans and the denominator of which shall be the sum of such aggregate outstanding principal amount plus the aggregate outstanding principal amount of all notes purchased and loans made under the Parent Credit Agreement (if any)case may be; provided, (i) so long as no Default or Event of Default shall have occurred and be continuing, and Company may deliver to Administrative Agent a certificate of an Authorized Officer of Company setting forth (ii1) to the extent that aggregate portion of such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds from (such portion being the Initial Closing Date through “Proposed Reinvestment Proceeds”) that Company or such Subsidiary intends to reinvest within 365 days of the applicable date of determination do not exceed $100,000receipt, in non-current assets useful in the business of Company shall have and its Subsidiaries, which may include, in the option, directly or through one or more case of the Company Subsidiaries any Proposed Reinvestment Proceeds which related to invest such Net Insurance/Condemnation Proceeds within one hundred eighty days of receipt thereof in long term productive assets of the general type used in the business of the Company and the Company SubsidiariesProceeds, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided further, prior of Company or its Subsidiaries (such assets being “Eligible Assets”) and (2) the proposed use of such Proposed Reinvestment Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request. In the Revolving Commitment Termination Date, pending event Collateral Agent shall receive any such investment, all such Net Insurance/Condemnation Proceeds in its capacity as loss payee pursuant to Section 5.5, Company hereby authorizes Collateral Agent to apply an amount equal to all such amounts in accordance with this Section 2.13(a); provided, if Company shall be applied elect to prepay Loans exercise its option to reinvest any such proceeds pursuant to the extent outstanding (without a reduction first sentence of this Section 2.13(a), Company shall give notice to Administrative Agent of such election and Administrative Agent shall pay over to Company such proceeds and Company shall reinvest such proceeds in Revolving Commitments)accordance with the terms of such sentence.