Common use of Mandatory Prepayments Commitment Reductions Clause in Contracts

Mandatory Prepayments Commitment Reductions. (a) No later than the first Business Day following the date of receipt by Holdings, Company or any of its 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 of any Net Insurance/Condemnation Proceeds, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as the case may be; provided, so long as Event of Default shall have occurred and be continuing, Company may deliver to Administrative Agent a certificate of an Authorized Officer of Company setting forth (1) that portion of such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds (such portion being the "PROPOSED REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to reinvest within 365 days of the date of receipt, in non-current assets useful in the business of Company and its Subsidiaries, which may 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 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 event Collateral Agent shall receive any 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 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) No later than the first Business Day following the date of receipt by Holdings, Company or any of its 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 of any Net Insurance/Condemnation Proceeds, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as the 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 Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $5,000,000, Company may deliver to Administrative Agent a certificate of an Authorized Officer of Company Officers' Certificate setting forth (1) that portion of such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds (such portion being the "PROPOSED REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to reinvest within 365 days (or enter into a contract to reinvest) in equipment or other productive assets of the date of receipt, in non-current assets useful general type used in the business of Company and its Subsidiaries, which may 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 of 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 FURTHER, that during such period prior to reinvestment in Eligible Assets such Proposed Reinvestment Proceeds shall be applied to prepay outstanding Revolving Loans (without a reduction in Revolving Loan Commitments) to the full extent thereof. In the event Collateral Administrative Agent shall receive any Net Insurance/Condemnation Proceeds in its capacity as loss payee pursuant to Section SECTION 5.5, Company hereby authorizes Collateral Administrative Agent to apply an amount equal to all such amounts in accordance with this Section SECTION 2.13(a); providedPROVIDED, if Company shall elect to exercise its option to reinvest any such proceeds pursuant to the first sentence of this Section 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) ‌ 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 Holdings, Company or any of its Subsidiaries of any Net Asset Sale Proceeds from Asset Sales made in accordance with Sections 6.7(o), 6.7(p), and Section 6.9Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced Obligations in an aggregate amount equal to such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as the case may be; provided, provided that so long as no Default or Event of Default shall have occurred and be continuing, Company may deliver upon delivery of a written notice of reinvestment to Administrative Agent a certificate of an Authorized Officer of Agent, Company setting forth (1) that portion of such Net Asset Sale Proceeds shall have the option, directly or through one or more Subsidiaries, to invest Net Insurance/Condemnation Proceeds (such portion being the "PROPOSED REINVESTMENT PROCEEDS"“Insurance/Condemnation Reinvestment Amounts”) that Company or such Subsidiary intends to reinvest within 365 days in any combination of (1) long-term productive and/or short-term replacement assets, licenses and acquisitions of personnel of the date of receipt, in non-current assets useful general type used in the business of Company and its Subsidiaries, which may 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 of Company or its Subsidiaries (such assets being "ELIGIBLE ASSETS") and and/or (2) the proposed use other Investments permitted under Section 6.3, in each case if such assets, licenses, acquisitions or Investments are purchased, constructed or made, as applicable, within one hundred and eighty (180) days following receipt of such Proposed Reinvestment Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request. In the event Collateral Agent shall receive any Net Insurance/Condemnation Proceeds in its capacity as loss payee pursuant (or, if Company or any Subsidiary shall have entered into a legally binding commitment within such initial 180-day period to Section 5.5restore, Company hereby authorizes Collateral Agent to apply an amount equal to all rebuild, repair, construct, improve, replace or otherwise invest such amounts Insurance/Condemnation Reinvestment Amounts in accordance with this Section 2.13(a2.11(b); provided, if 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 shall elect prior to exercise its option to reinvest any expiration of the applicable Insurance/Condemnation Reinvestment Period, Administrative Agent may apply such proceeds pursuant Insurance/Condemnation Reinvestment Amounts to the first sentence of this Obligations as set forth in 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 sentence2.12.

Mandatory Prepayments Commitment Reductions. (a) Insurance/Condemnation Proceeds. No later than the first Business Day following the date of receipt by Holdings, the Company or any of its Subsidiaries of any Net Asset Sale Proceeds from Asset Sales made in accordance with Sections 6.7(o), 6.7(p), and Section 6.9the 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 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 ProceedsProceeds multiplied by a fraction, as the case may benumerator 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, Company may deliver and (ii) to Administrative Agent a certificate of an Authorized Officer of Company setting forth (1) the extent that portion of such Net Asset Sale Proceeds or 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 portion being the "PROPOSED REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to reinvest Net Insurance/Condemnation Proceeds within 365 one hundred eighty days of receipt thereof in long term productive assets of the date of receipt, in non-current assets useful general type used in the business of the Company and its the Company Subsidiaries, which investment may include, in the case of any Proposed Reinvestment Proceeds which related to Net Insurance/Condemnation Proceeds, include the repair, restoration or replacement of the applicable assets of Company or its Subsidiaries (thereof; provided further, prior to the Revolving Commitment Termination Date, pending any such assets being "ELIGIBLE ASSETS") and (2) the proposed use of investment, all such Proposed Reinvestment Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request. In the event Collateral Agent shall receive any Net Insurance/Condemnation Proceeds in its capacity as loss payee pursuant shall be applied 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 elect to exercise its option to reinvest any such proceeds pursuant prepay Loans to the first sentence of this Section 2.13(aextent outstanding (without a reduction in Revolving Commitments), 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) No later than the first Business Day following the date of receipt by Holdings, Company or any of its 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 of any Net Insurance/Condemnation Proceeds, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as the case may be; provided, so long as Event of Default shall have occurred and be continuing, Company may deliver to Administrative Agent a certificate of an Authorized Officer of Company setting forth (1) that portion of such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds (such portion being the "PROPOSED REINVESTMENT PROCEEDS"“Proposed Reinvestment Proceeds”) that Company or such Subsidiary intends to reinvest within 365 days of the date of receipt, in non-current assets useful in the business of Company and its Subsidiaries, which may 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 of Company or its Subsidiaries (such assets being "ELIGIBLE ASSETS"“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 event Collateral Agent shall receive any 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 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) No later than the first Business Day following the date of receipt by Holdings, Company or any of its 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 of any Net Insurance/Condemnation Proceeds, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as the case may be; provided, so long as Event of Default shall have occurred and be continuing, Company may deliver to Administrative Agent a certificate of an Authorized Officer of Company setting forth (1) that portion of such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds (such portion being the "PROPOSED REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to reinvest within 365 days of the date of receipt, in non-current assets useful in the business of Company and its Subsidiaries, which may 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 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 event Collateral Agent shall receive any 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 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.. CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A

Mandatory Prepayments Commitment Reductions. (a) No later than ASSET SALES. (i) Company shall within three Business Days of such receipt prepay Senior Loans and the first Business Day following Senior Commitments shall be permanently reduced as set forth in Section 2.13 in an amount equal to 50% of the date 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 its their respective Subsidiaries of any Net Asset Sale Proceeds, Holdings or Company has not invested such Net Asset Sale Proceeds from Asset Sales made not prepaid pursuant to the immediately preceding sentence in accordance with Sections 6.7(o)long term productive assets of the general type used in the business of Holdings and its Subsidiaries, 6.7(p)as certified to Administrative Agent by Holdings, and Section 6.9then, or of any Net Insurance/Condemnation Proceedsto the extent Company has not previously done so, Company shall prepay Senior Loans and the Loans and/or the Revolving Loan Senior Commitments shall be permanently reduced as set forth in Section 2.13, in either case in an aggregate amount equal to the excess of such remaining Net Asset Sale Proceeds not already prepaid over amounts invested as aforesaid. Pending a determination whether any such Net Asset Sale Proceeds will be applied to prepay Senior Loans and/or reduce Senior Commitments pursuant to the preceding sentence, an amount equal to such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceedsshall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Commitments). In addition, as notwithstanding the case may be; providedforegoing and in any event, so long as Event the Company shall prepay Senior Loans in the amount of Default shall have occurred and be continuing, Company may deliver to Administrative Agent a certificate of an Authorized Officer of Company setting forth (1) that portion of such any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds (such portion being arising from the "PROPOSED REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to reinvest within 365 days of the date of receipt, in non-current assets useful in the business of Company and its Subsidiaries, which may include, in the case sale of any Proposed Reinvestment Proceeds which related to Net Insurance/Condemnation Proceeds, Telecommunications Assets financed with the repair, restoration or replacement of the applicable assets of Company or its Subsidiaries (such assets being "ELIGIBLE ASSETS") and (2) the proposed use proceeds of such Proposed Reinvestment Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request. In the event Collateral Agent shall receive any 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 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 sentenceSenior Loans.