Mandatory Offer to Prepay Sample Clauses

Mandatory Offer to Prepay. (a) Except to the extent the Net Cash Proceeds referred to in this subsection are required to be applied to repay or prepay advances under the Term Loan Facility, the Borrowers shall, with respect to Net Cash Proceeds received by any Loan Party from (A) the sale, lease, transfer or other disposition of any assets of any Loan Party or any of its Subsidiaries (other than (x) any sale, lease, transfer or other disposition of assets referred to in clause (i), (ii), (iii) or (iv) of the definition of Certain Permitted Dispositions and (y) any sale, lease transfer or other disposition of assets the Net Cash Proceeds of which are reinvested in assets used in the operation of the business within 18 months of receipt of such proceeds), (B) the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt permitted to be incurred or issued pursuant to Section 5.02(b)), and (C) any Extraordinary Receipt received by or paid to or for the amount of any Loan Party or any of its Subsidiaries and not otherwise included in clause (A) or (B) above (other than any Extraordinary Receipts which are reinvested in assets used in the operation of the business within 18 months of receipt of such proceeds), cause to be offered to be prepaid in accordance with clause (b) below on or prior to the date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Loans, together with accrued interest on the Loans to be prepaid, in an amount equal to 100% of all such Net Cash Proceeds; provided, however, that with respect to clause (A) and (C) above, there shall be excluded Net Cash Proceeds from the sale of Collateral in which the lenders under any Revolving Credit Facility have a prior lien and from any Extraordinary Receipt in respect of such Collateral, in each case which are applied to repay advances, if any, under the Revolving Credit Facility.

Mandatory Offer to Prepay. (a) Upon receipt by the Company or any Subsidiary of Net Cash Proceeds from any Securitization Transaction, the Company shall certify to the Purchasers the amount of such Net Cash Proceeds so received and offer to prepay the Notes (as provided in clause (b) below) in an aggregate principal amount equal to 50% of the Net Cash Proceeds.

Mandatory Offer to Prepay. The Borrower shall notify the Administrative Agent by written notice (a “Mandatory Prepayment Notice”) of any prepayment pursuant to this clause (b) not later than 3:00 p.m., eight Business Days before the date of prepayment. The Administrative Agent shall forward any such Mandatory Prepayment Notice to each Lender as soon as practicable thereafter but in any event no later than the immediately following Business Day. Any Lender who wishes to decline a prepayment otherwise required by this clause (b) (a “Declining Lender”) shall notify the Borrower and the Administrative Agent within two Business Days of such Xxxxxx’s receipt of the Mandatory Prepayment Notice. In the event that one or more (but not all) Lenders decline such prepayment, then the Borrower shall provide written notice three Business Days prior the date of prepayment to the Lenders that are not Declining Lenders offering to prepay the Loans held by such Lenders in an aggregate amount equal to the amount of the prepayment declined by the Declining Lenders and such Lenders shall accept or decline their ratable portion of this additional prepayment amount (determined based on each such Lender’s proportionate share of the total outstanding Loans of all Lenders that are not Declining Lenders) within one Business Day of receipt thereof by notice to the Borrower and the Administrative Agent, with non-responding Lenders being deemed to have declined such additional offer. Each Mandatory Prepayment Notice shall be irrevocable as to the Loans made by Lenders other than the Declining Lenders and shall specify the prepayment date and the principal amount of the Loans or portion thereof to be prepaid. (i)

Mandatory Offer to Prepay. (a) On each date on which the Commitments are reduced under the Credit Agreement and a repayment of the loans outstanding under the Credit Agreement (the "BANK LOANS") is required, the Company shall prepay the Bank Loans and offer to prepay the Notes in accordance with clause (l) of this Section 8.3 in an amount equal to the amount required to be paid under the Credit Agreement.

Mandatory Offer to Prepay. (i) In the event any Asset Disposition occurs, except as provided in the next paragraph, the Borrower shall apply an amount equal to 100% of the Net Available Cash from such Asset Disposition, within 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Borrower or such Restricted Subsidiary, as the case may be to:

Mandatory Offer to Prepay