Common use of Mandatory Prepayments from Asset Sales Clause in Contracts

Mandatory Prepayments from Asset Sales. (a) To the extent required pursuant to Section 6.12.7, within 90 days before or 365 days after the receipt by the Borrower or any of its Subsidiaries of any Net Proceeds Amount from any Asset Sale, the Borrower shall prepay Term Loans in an aggregate amount equal to 100% of such Net Proceeds Amount; provided that if at the time that any such prepayment would be required, the Borrower is required to prepay or repurchase (or offer to prepay or repurchase) any other Senior Debt (other than the Term Loans), in each case pursuant to the terms of the documentation governing such Debt, with the Net Proceeds Amount from such Asset Sale (such other Senior Debt required to be prepaid or repurchased (or offered to be prepaid or repurchased, “Other Applicable Debt”), then the Borrower may apply such Net Proceeds Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Debt at such time; provided, further that the portion of such Net Proceeds Amount allocated to the Other Applicable Debt shall not exceed the amount of such Net Proceeds Amount required to be allocated to the Other Applicable Debt pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Debt, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.4.4(a) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Debt decline to have such Other Applicable Debt repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

Mandatory Prepayments from Asset Sales. (aIn the event of any Asset Sale not permitted by Section 6.7(a) To to the extent not (1) required pursuant by the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness to Section 6.12.7prepay Senior Credit Agreement Obligations, (2) voluntarily used by the Company to prepay or repay the Senior Credit Agreement Obligations and in the case of a repayment of a revolving loan, a permanent reduction in the commitment in an amount equal to such payment, (3) prohibited by the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness or (4) used by the Company to make Capital Expenditures, in each case within 90 days before or 365 60 days after the receipt by the Borrower Company or any Subsidiary of its Subsidiaries the Company of Cash Proceeds of any Asset Sales occurring after the Funding Date, the Company shall (i) prepay the Loan in an amount equal to the Estimated Net Cash Proceeds Amount from of such Asset Sale, but only to the extent that the Company has actually received Net Cash Proceeds of such Asset Sale (and subject to the provisions of the next sentence) or (ii) if applicable, within 60 days after any Asset Sale, the Borrower Company shall prepay Term Loans deliver to the Lender an Officers' Certificate evidencing the extent to which the Cash Proceeds of such Asset Sale were used or will be used for Capital Expenditures. On the 90th day after receipt of Cash Proceeds of an Asset Sale in respect of which a prepayment based on Estimated Net Cash Proceeds has been made, the Company shall make an additional prepayment of the Loan in an aggregate amount equal to 100% of such Net the excess ("Proceeds Amount; provided that if at the time that any such prepayment would be required, the Borrower is required to prepay or repurchase (or offer to prepay or repurchase) any other Senior Debt (other than the Term LoansAdjustment"), in each case pursuant to the terms of the documentation governing such Debt, with the Net Proceeds Amount from such Asset Sale (such other Senior Debt required to be prepaid or repurchased (or offered to be prepaid or repurchased, “Other Applicable Debt”), then the Borrower may apply such Net Proceeds Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Debt at such time; provided, further that the portion of such Net Proceeds Amount allocated to the Other Applicable Debt shall not exceed the amount of such Net Proceeds Amount required to be allocated to the Other Applicable Debt pursuant to the terms thereof, and the remaining amount, if any, of (1) Net Cash Proceeds of such Asset Sale over (2) Estimated Net Cash Proceeds Amount of such Asset Sale, provided that if either -------- Estimated Net Cash Proceeds or the Proceeds Adjustments from an Asset Sale is less than $1,000,000, such amount shall not be allocated to the Term Loans in accordance with the terms hereof) applied to the prepayment of the Term Loans Loan until the sum of such amounts and all other Estimated Net Cash Proceeds or Proceeds Adjustments payable by the Company but not previously paid is equal to or greater than $1,000,000. Concurrently with the repurchase or making of any prepayment of Other Applicable Debt, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.4.4(a) 2.6, the Company shall be reduced accordingly; provided, further, that deliver to the extent Lender an Officers' Certificate demonstrating the holders derivation of Other Applicable Debt decline to have such Other Applicable Debt repurchased or prepaid, Net Cash Proceeds of Sale from the declined gross sales price of any correlative Asset Sale. All mandatory prepayments shall include payment of accrued interest on the principal amount so prepaid and shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay payment of interest before application to principal and shall be subject to the Term Loans in accordance with the terms hereofprovisions of Section 2.13 of this Agreement.

Mandatory Prepayments from Asset Sales. (a) To the extent required pursuant to Section 6.12.7‎6.12.7, within 90 days before or 365 days after the receipt by the Borrower or any of its Subsidiaries of any Net Proceeds Amount from any Asset Sale, the Borrower shall prepay Term Loans in an aggregate amount equal to 100% of such Net Proceeds Amount; provided that if at the time that any such prepayment would be required, the Borrower is required to prepay or repurchase (or offer to prepay or repurchase) any other Senior Debt (other than the Term Loans), in each case pursuant to the terms of the documentation governing such Debt, with the Net Proceeds Amount from such Asset Sale (such other Senior Debt required to be prepaid or repurchased (or offered to be prepaid or repurchased, “Other Applicable Debt”), then the Borrower may apply such Net Proceeds Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Debt at such time; provided, further that the portion of such Net Proceeds Amount allocated to the Other Applicable Debt shall not exceed the amount of such Net Proceeds Amount required to be allocated to the Other Applicable Debt pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Debt, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.4.4(a‎2.4.4(a) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Debt decline to have such Other Applicable Debt repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

Mandatory Prepayments from Asset Sales. (a) To the extent required pursuant to Section 6.12.7, within 90 days before or 365 days after the receipt by the Borrower or any of its Subsidiaries of any Net Proceeds Amount from any Asset SaleSale other than any Maui Disposition, the Borrower shall prepay Term Loans in an aggregate amount equal to 100% of such Net Proceeds Amount; provided that if at the time that any such prepayment would be required, the Borrower is required to prepay or repurchase (or offer to prepay or repurchase) any other Senior Debt (other than the Term Loans), in each case pursuant to the terms of the documentation governing such Debt, with the Net Proceeds Amount from such Asset Sale (such other Senior Debt required to be prepaid or repurchased (or offered to be prepaid or repurchased, “Other Applicable Debt”), then the Borrower may apply such Net Proceeds Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Debt at such time; provided, further that the portion of such Net Proceeds Amount allocated to the Other Applicable Debt shall not exceed the amount of such Net Proceeds Amount required to be allocated to the Other Applicable Debt pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Debt, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.4.4(a) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Debt decline to have such Other Applicable Debt repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

Mandatory Prepayments from Asset Sales. (a) To the extent required pursuant to Section 6.12.7, within 90 days before or 365 days after the receipt by the Borrower or any of its Subsidiaries of any Net Proceeds Amount from any Asset Sale, the Borrower shall prepay Term Loans in an aggregate amount equal to 100% of such Net Proceeds Amount; provided that if at the time that any such prepayment would be required, the Borrower is required to prepay or repurchase (or offer to prepay or repurchase) any other Senior Debt (other than the Term Loans), in each case pursuant to the terms of the documentation governing such Debt, with the Net Proceeds Amount from such Asset Sale (such other Senior Debt required to be prepaid or repurchased (or offered to be prepaid or repurchased, “Other Applicable Debt”), then the Borrower may apply such Net Proceeds Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Debt at such time; provided, further that the portion of such Net Proceeds Amount allocated to the Other Applicable Debt shall not exceed the amount of such Net Proceeds Amount required to be allocated to the Other Applicable Debt pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Debt, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.4.4(a) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Debt decline to have such Other Applicable Debt repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

Mandatory Prepayments from Asset Sales. Within five (a5) To Business Days (or such longer period of time agreed to by the extent required pursuant to Section 6.12.7, within 90 days before or 365 days after the Banks hereunder) of each receipt by the a Borrower or any of its Subsidiaries or Specified Affiliates of any Net Sale Proceeds Amount from any Asset Sale, the such Borrower shall prepay, or cause such Subsidiary or Specified Affiliate to prepay Term Loans in on behalf of such Borrower, to the Agent hereunder for the account of the Banks hereunder an aggregate amount equal to 100% of all Net Sale Proceeds from all such Net Proceeds Amount; provided that if at the time that any such prepayment would be required, the Borrower is required to prepay or repurchase (or offer to prepay or repurchase) any other Senior Debt Asset Sales. Prepayments in respect of Asset Sales by HRT and its Subsidiaries (other than the Term Loans), in each case pursuant to the terms of the documentation governing such Debt, with the Net Proceeds Amount from such Asset Sale (such other Senior Debt required to be prepaid or repurchased (or offered to be prepaid or repurchased, “Other Applicable Debt”), then the Borrower may apply such Net Proceeds Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans CCT and Other Applicable Debt at such time; provided, further that the portion of such Net Proceeds Amount allocated to the Other Applicable Debt shall not exceed the amount of such Net Proceeds Amount required to be allocated to the Other Applicable Debt pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds Amount shall be allocated to the Term Loans in accordance with the terms hereofits Subsidiaries) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Debt, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.4.4(asubsection (b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Debt decline to have such Other Applicable Debt repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Tranche A Term Loans Loan until paid in accordance full, including accrued interest and fees and other amounts owing thereunder, together with interest accrued thereon to the terms hereofdate of prepayment, and prepayments in respect of Asset Sales by CCT and its Subsidiaries pursuant to this subsection (b)(i) shall be applied to prepay the Tranche B Term Loan until paid in full, including accrued interest and fees and other amounts owing thereunder, together with interest accrued thereon to the date of prepayment; provided, however, that in the event of any such prepayment of a Eurodollar Loan other than on the last day of the Interest Period therefor, the Borrowers shall be obligated to reimburse the Banks in respect thereof pursuant to Section 2.12.