Common use of Proceeds of Indebtedness Clause in Contracts

Proceeds of Indebtedness. On the date of the incurrence by any Credit Party of any Subordinated Indebtedness other than Subordinated Indebtedness permitted to be incurred under Section 7.1 (but without limiting the provisions of Section 7.1), the Borrower shall deliver to the Administrative Agent a statement certified by a Financial Officer, in form and detail reasonably satisfactory to the Administrative Agent, of the estimated amount of the Net Cash Payments from such incurrence of such Subordinated Indebtedness that will (on the date of such incurrence of Subordinated Indebtedness) be received by any Credit Party and such Credit Party will, at its option prepay the Loans hereunder (and provide cover for LC Exposure as specified in Section 2.4(i)), with no reduction of the Commitments hereunder or prepay (or, if applicable, make a Deemed Prepayment of) the Term Loans, on the date of such incurrence of Subordinated Indebtedness, in an aggregate amount equal to the lesser of (A) 100% of the Net Cash Payments from such incurrence of Indebtedness received by such Credit Party and (B) the Outstanding Amount then in effect. Any such prepayment under this Agreement (other than the amount provided to cover LC Exposure) shall be shared and applied ratably among the Revolving Credit Lenders in proportion to their respective Revolving Credit Commitments (with no reduction to the Commitments). Notwithstanding anything to the contrary in the Loan Documents, in the event any Term Loan Lender declines any offer to prepay the Term Loans with respect to Net Cash Payments received at a time when the aggregate Revolving Credit Exposure of all Lenders is zero, the portion of the Net Cash Payments that would otherwise have been applied to prepay the portion of the Term Loans held by such declining Term Loan Lender may be used by the Credit Parties (and, in the case of the following clause (y), Media Holdings or any other Holding Company), (x) subject to the subordination provisions of the Senior Subordinated Note Indenture or of any indenture relating to other Subordinated Indebtedness (other than Xxxxxxxx Subordinated Debt), to prepay the Senior Subordinated Notes or such other Subordinated Indebtedness, as applicable, (y) subject to the subordination provisions of the Media Holdings Discount Notes Indenture or of the agreements related to other Holding Company Debt, as a dividend or loan to Media Holdings or any other Holding Company, to be applied by Media Holdings or such other Holding Company to the prepayment of the Media Holdings Discount Notes or such other Holding Company Debt, as applicable, or (z) for any legal purposes in accordance with this Agreement (without, in the case of this clause (z), giving effect to this sentence).

Proceeds of Indebtedness. On the date of the incurrence by any Credit Party of any Subordinated Indebtedness other than Subordinated Indebtedness permitted to be incurred under Section 7.1 (but without limiting the provisions of Section 7.1 or the requirement that the Required Lenders (or, if applicable, the Lenders) to consent to any Indebtedness not permitted by Section 7.1), the Borrower shall deliver to the Administrative Agent a statement certified by a Financial Officer, in form and detail reasonably satisfactory to the Administrative Agent, of the estimated amount of the Net Cash Payments from such incurrence of such Subordinated Indebtedness that will (on the date of such incurrence of Subordinated Indebtedness) be received by any Credit Party and such Credit Party will, at its option prepay the Loans hereunder (and provide cover for LC Exposure as specified in Section 2.4(i)), with no reduction of the Commitments hereunder or prepay (or, if applicable, make a Deemed Prepayment of) the Term Loanshereunder, on the date of such incurrence of Subordinated Indebtedness, in an aggregate amount equal to the lesser of (A) 100% of the Net Cash Payments from such incurrence of Indebtedness received by such Credit Party and (B) the Outstanding Amount then in effect. Any such prepayment under this Agreement (other than the amount provided to cover LC Exposure) shall be shared and applied ratably among the Revolving Credit Lenders in proportion to their respective Revolving Credit Commitments (with no reduction to the Commitments). Notwithstanding anything to the contrary in the Loan Documents, in the event any Term Loan Lender declines any offer to prepay the Term Loans with respect to Net Cash Payments received at a time when the aggregate Revolving Credit Exposure of all Lenders is zero, the portion of the Net Cash Payments that would otherwise have been applied to prepay the portion of the Term Loans held by such declining Term Loan Lender may be used by the Credit Parties (and, in the case of the following clause (y), Media Holdings or any other Holding Company), (x) subject to the subordination provisions of the Senior Subordinated Note Indenture or of any indenture relating to other Subordinated Indebtedness (other than Xxxxxxxx Subordinated Debt), to prepay the Senior Subordinated Notes or such other Subordinated Indebtedness, as applicable, (y) subject to the subordination provisions of the Media Holdings Discount Notes Indenture or of the agreements related to other Holding Company Debt, as a dividend or loan to Media Holdings or any other Holding Company, to be applied by Media Holdings or such other Holding Company to the prepayment of the Media Holdings Discount Notes or such other Holding Company Debt, as applicable, or (z) for any legal purposes in accordance with this Agreement (without, in the case of this clause (z), giving effect to this sentence).

Proceeds of Indebtedness. On the date of the incurrence by any Credit Party of any Subordinated Indebtedness other than Subordinated Indebtedness permitted to be incurred under Section 7.1 (but without limiting the provisions of Section 7.1), the Borrower shall deliver to the Administrative Agent a statement certified by a Financial Officer, in form and detail reasonably satisfactory to the Administrative Agent, of the estimated amount of the Net Cash Payments from such incurrence of such Subordinated Indebtedness that will (on the date of such incurrence of Subordinated Indebtedness) be received by any Credit Party and such Credit Party will, at its option prepay the Loans hereunder (and provide cover for LC Exposure as specified in Section 2.4(i)), with no reduction of the Commitments hereunder or prepay (or, if applicable, make a Deemed Prepayment of) the Term Loanshereunder, on the date of such incurrence of Subordinated Indebtedness, in an aggregate amount equal to the lesser of (A) 100% of the Net Cash Payments from such incurrence of Indebtedness received by such Credit Party and (B) the Outstanding Amount then in effect. Any such prepayment under this Agreement (other than the amount provided to cover LC Exposure) shall be shared and applied ratably among the Revolving Credit Lenders in proportion to their respective Revolving Credit Commitments (with no reduction to the Commitments). Notwithstanding anything to the contrary in the Loan Documents, in the event any Term Loan Lender declines any offer to prepay the Term Loans with respect to Net Cash Payments received at a time when the aggregate Revolving Credit Exposure of all Lenders is zero, the portion of the Net Cash Payments that would otherwise have been applied to prepay the portion of the Term Loans held by such declining Term Loan Lender may be used by the Credit Parties (and, in the case of the following clause (y), Media Holdings or any other Holding Company), (x) subject to the subordination provisions of the Senior Subordinated Note Indenture or of any indenture relating to other Subordinated Indebtedness (other than Xxxxxxxx Subordinated Debt), to prepay the Senior Subordinated Notes or such other Subordinated Indebtedness, as applicable, (y) subject to the subordination provisions of the Media Holdings Discount Notes Indenture or of the agreements related to other Holding Company Debt, as a dividend or loan to Media Holdings or any other Holding Company, to be applied by Media Holdings or such other Holding Company to the prepayment of the Media Holdings Discount Notes or such other Holding Company Debt, as applicable, or (z) for any legal purposes in accordance with this Agreement (without, in the case of this clause (z), giving effect to this sentence).

Proceeds of Indebtedness. On the date of the incurrence by any Credit Party of any Subordinated Indebtedness other than Subordinated Indebtedness permitted to be incurred under Section 7.1 (but without limiting the provisions of Section 7.1), the Borrower shall deliver to the Administrative Agent a statement certified by a Financial Officer, in form and detail reasonably satisfactory to the Administrative Agent, of the estimated amount of the Net Cash Payments from such incurrence of such Subordinated Indebtedness that will (on the date of such incurrence of Subordinated Indebtedness) be received by any Credit Party and such Credit Party will, at its option prepay the Loans hereunder (and provide cover for LC Exposure as specified in Section 2.4(i)), with no reduction of the Commitments hereunder or prepay (or, if applicable, make a Deemed Prepayment of) the Term Loans, on the date of such incurrence of Subordinated Indebtedness, in an aggregate amount equal to the lesser of (A) 100% of the Net Cash Payments from such incurrence of Indebtedness received by such Credit Party and (B) the Outstanding Amount then in effect. Any such prepayment under this Agreement (other than the amount provided to cover LC Exposure) shall be shared and applied ratably among the Revolving Credit Lenders in proportion to their respective Revolving Credit Commitments (with no reduction to the Commitments). Notwithstanding anything to the contrary in the Loan Documents, in the event any Term Loan Lender declines any offer to prepay the Term Loans with respect to Net Cash Payments received at a time when the aggregate Revolving Credit Exposure of all Lenders is zero, the portion of the Net Cash Payments that would otherwise have been applied to prepay the portion of the Term Loans held by such declining Term Loan Lender may be used by the Credit Parties (and, in the case of the following clause (y), Media Holdings or any other Holding CompanyHoldings), (x) subject to the subordination provisions of the Senior Subordinated Note Indenture or of any indenture relating to other Subordinated Indebtedness (other than Xxxxxxxx Subordinated Debt)Indenture, to prepay the Senior Subordinated Notes or such other Subordinated Indebtedness, as applicableNotes, (y) subject to the subordination provisions of the Media Holdings Discount Notes Indenture or of the agreements related to other Holding Company DebtIndenture, as a dividend or loan to Media Holdings or any other Holding CompanyHoldings, to be applied by Media Holdings or such other Holding Company to the prepayment of the Media Holdings Discount Notes or such other Holding Company Debt, as applicableNotes, or (z) for any legal purposes in accordance with this Agreement (without, in the case of this clause (z), giving effect to this sentence).