Common use of Proceeds Otherwise Required to Pay Subordinated Debt Clause in Contracts

Proceeds Otherwise Required to Pay Subordinated Debt. Notwithstanding anything herein to the contrary, in the event that any of the Credit Parties shall have consummated (A) any “Asset Sale” (as defined in the Senior Subordinated Note Indenture), (B) any “Asset Sale” (as defined in the Media Holdings Discount Notes Indenture), (C) any Disposition or similar term as defined in the documents governing any Holding Company Debt or (D) any Disposition or similar term defined in the documents governing any other Subordinated Indebtedness that, in any such case, result in Net Cash Payments that would not be required to be applied in the manner specified under Section 2.11(b)(i) or under Section 2.11(b)(i) of the Initial Revolving Credit Agreement (or any analogous provision in any successor Revolving Credit Agreement), the Credit Parties, to the extent that the Senior Subordinated Note Indenture, the Media Holdings Discount Notes Indenture, or the documents governing such other Holding Company Debt or Subordinated Indebtedness would require any prepayment or redemption of the Senior Subordinated Notes or any Holding Company Debt issued by any Holding Company pursuant to the Media Holdings Discount Notes Indenture or the documents governing such other Holding Company Debt or other Subordinated Indebtedness, respectively, shall be required, no later than one Business Day prior to the date on which the Borrower would otherwise be required to prepay or redeem any such Indebtedness or warrants, (A) if at the time of such consummation the Revolving Credit Facility is outstanding and any commitment thereunder has not been terminated, the Borrower shall apply the amount of any such prepayment or redemption that would be so required, at its election, to: (1) make an offer to prepay the Term Loans hereunder, (2) make a voluntary prepayment of the Term Loans hereunder in accordance with Section 2.11(a), and/or (3) make a prepayment of the Revolving Credit Loans (and provide cover for LC Exposure) under the Revolving Credit Agreement, which shall be accompanied by a permanent reduction of the commitments under the Revolving Credit Agreement, as specified in Section 2.4(i) and 2.11(b)(i) of the Initial Revolving Credit Agreement (or the equivalent section(s) of any successor Revolving Credit Agreement), or (B) after the Revolving Credit Facility has been paid in full and all commitments hereunder have been terminated, the Borrower shall apply the amount of any such prepayment or redemption that would be so required either, at its option, to (1) make an offer to prepay the Term Loans hereunder and/or (2) make a voluntary prepayment of the Term Loans in accordance with Section 2.11(a); such voluntary prepayment or accepted offer to prepay to be applied in each case in the manner and to the extent specified in paragraph (c) of this Section 2.11 or such offer to prepay to be effected in each case in the manner and to the extent specified in paragraph (d) of this Section 2.11. (C) The obligation of the Borrower to apply any Net Cash Payments on any date on which the Borrower is required to apply such Net Cash Payments as required above to (1) make voluntary prepayments of the Term Loans, make prepayments of the Revolving Credit Loans and make offers to prepay the Term Loans under clause (A) above, or (2) to make voluntary prepayments or offers to prepay the Term Loans under clause (B) above, shall be limited to the Outstanding Amount as of such date. Notwithstanding anything to the contrary in the Loan Documents, in the event any Term Loan Lender declines any offer to prepay the Term Loans, 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 promptly 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 Otherwise Required to Pay Subordinated Debt. Notwithstanding anything herein to the contrary, in the event that any of the Credit Parties shall have consummated (A) any “Asset Sale” (as defined in the Senior Subordinated Note Indenture), (B) any “Asset Sale” (as defined in the Media Holdings Discount Notes Indenture), (C) prior to the Alta Repayment Date, any “Sale of the Company” (as defined in the Holdings Securities Purchase Documents), (D) any Disposition or similar term as defined in the documents governing any Holding Company Debt or (DE) any Disposition or similar term defined in the documents governing any other Subordinated Indebtedness that, in any such case, result in Net Cash Payments that would not be required to be applied in the manner specified under Section 2.11(b)(i) or under Section 2.11(b)(i) of the Initial Revolving Credit Agreement (or any analogous provision in any successor Revolving Credit Agreement), the Credit Parties, to the extent that the Senior Subordinated Note Indenture, the Media Holdings Discount Notes Indenture, prior to the Alta Repayment Date, the Holdings Securities Purchase Documents or the documents governing such other Holding Company Debt or Subordinated Indebtedness would require any prepayment or redemption of the Senior Subordinated Notes or any Holding Company Debt or warrants issued by any Holding Company pursuant to the Media Holdings Discount Notes Indenture Indenture, the Holdings Securities Purchase Documents or the documents governing such other Holding Company Debt or other Subordinated Indebtedness, respectively, shall be required, no later than one Business Day prior to the date on which the Borrower would otherwise be required to prepay or redeem any such Indebtedness or warrants, (A) if at the time of such consummation the Revolving Credit Facility is outstanding and any commitment thereunder has not been terminated, the Borrower shall apply the amount of any such prepayment or redemption that would be so required, at its election, to: (1) make an offer to prepay the Term Loans hereunder, (2) make a voluntary prepayment of the Term Loans hereunder in accordance with Section 2.11(a), and/or (3) make a prepayment of the Revolving Credit Loans (and provide cover for LC Exposure) under the Revolving Credit Agreement, which shall be accompanied by a permanent reduction of the commitments under the Revolving Credit Agreement, as specified in Section 2.4(i) and 2.11(b)(i) of the Initial Revolving Credit Agreement (or the equivalent section(s) of any successor Revolving Credit Agreement), or (B) after the Revolving Credit Facility has been paid in full and all commitments hereunder have been terminated, the Borrower shall apply the amount of any such prepayment or redemption that would be so required either, at its option, to (1) make an offer to prepay the Term Loans hereunder and/or (2) make a voluntary prepayment of the Term Loans in accordance with Section 2.11(a); such voluntary prepayment or accepted offer to prepay to be applied in each case in the manner and to the extent specified in paragraph (c) of this Section 2.11 or such offer to prepay to be effected in each case in the manner and to the extent specified in paragraph (d) of this Section 2.11. (C) The obligation of the Borrower to apply any Net Cash Payments on any date on which the Borrower is required to apply such Net Cash Payments as required above to (1) make voluntary prepayments of the Term Loans, make prepayments of the Revolving Credit Loans and make offers to prepay the Term Loans under clause (A) above, or (2) to make voluntary prepayments or offers to prepay the Term Loans under clause (B) above, shall be limited to the Outstanding Amount as of such date. Notwithstanding anything to the contrary in the Loan Documents, in the event any Term Loan Lender declines any offer to prepay the Term Loans, 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 promptly 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).

Proceeds Otherwise Required to Pay Subordinated Debt. Notwithstanding anything herein to the contrary, in the event that any of the Credit Parties shall have consummated (A) any “Asset Sale” (as defined in the Senior Subordinated Note Indenture), (B) any “Asset Sale” (as defined in the Media Holdings Discount Notes Indenture), (C) prior to the Alta Repayment Date, any “Sale of the Company” (as defined in the Holdings Securities Purchase Documents), (D) any Disposition or similar term as defined in the documents governing any Holding Company Debt incurred in accordance with Section 7.15(a)(iv) or (DE) any Disposition or similar term defined in the documents governing any other Subordinated Indebtedness that, in any such case, result results in Net Cash Payments that would not be required to be applied in the manner specified under in Section 2.11(b)(i) or under Section 2.11(b)(i) of the Initial Revolving Credit initial Term Loan Agreement (or any analogous provision in any successor Revolving Credit Term Loan Agreement), the Credit Parties, to the extent that the Senior Subordinated Note Indenture, the Media Holdings Discount Notes Indenture, prior to the Alta Repayment Date, the Holdings Securities Purchase Documents or the documents governing such other Holding Company Debt or Subordinated Indebtedness would require any prepayment or redemption of the Senior Subordinated Notes or any Holding Company Debt or warrants issued by any Holding Company pursuant to the Media Holdings Discount Notes Indenture Indenture, the Holdings Securities Purchase Documents or the documents governing such other Holding Company Debt or other Subordinated Indebtedness, respectively, shall be required, no later than one Business Day prior to the date on which the Borrower would otherwise be required to prepay or redeem any such Indebtedness or warrants, , to prepay (A) or make a Deemed Prepayment, if applicable), at the time of such consummation the Revolving Credit Facility is outstanding and any commitment thereunder has not been terminatedBorrower’s option, the Borrower shall apply the amount of any such prepayment Loans or redemption that would be so required, at its election, to: (1) make an offer to prepay the Term Loans hereunder, (2) make a voluntary prepayment of the Term Loans hereunder in accordance with Section 2.11(a), and/or (3) make a prepayment of the Revolving Credit Loans (and provide cover for LC Exposure) under the Revolving Credit Agreement, which shall be accompanied by a permanent reduction of the commitments under the Revolving Credit Agreement, as specified in Section 2.4(i) and 2.11(b)(i) of the Initial Revolving Credit Agreement (or the equivalent section(s) of any successor Revolving Credit Agreement), or (B) after the Revolving Credit Facility has been paid in full and all commitments hereunder have been terminated, the Borrower shall apply the amount of any such prepayment or redemption that would be so required either, at its option, to (1) make an offer to prepay the Term Loans hereunder and/or (2) make a voluntary prepayment of the Term Loans in accordance with Section 2.11(a); such voluntary prepayment or accepted offer to prepay to be applied in each case in the manner and an amount equal to the extent specified in paragraph (c) lesser of this Section 2.11 or such offer to prepay to be effected in each case in the manner and to the extent specified in paragraph (d) of this Section 2.11. (C) The obligation of the Borrower to apply any Net Cash Payments on any date on which the Borrower is required to apply such Net Cash Payments as required above to (1) make voluntary prepayments 100% of the Term Loans, make prepayments of the Revolving Credit Loans and make offers to prepay the Term Loans under clause (A) above, or (2) to make voluntary prepayments or offers to prepay the Term Loans under clause (B) above, shall be limited to the Outstanding Amount as of such date. Notwithstanding anything to the contrary in the Loan Documents, in the event any Term Loan Lender declines any offer to prepay the Term Loans, the portion of the Net Cash Payments amount 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)Indenture, 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 Indenture, the Holdings Securities Purchase Documents 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 promptly by Media Holdings or documents governing such other Holding Company Debt or Subordinated Indebtedness would otherwise require to the be applied to any prepayment or redemption of the Media Holdings Discount Notes applicable Obligations or warrants and (2) the Outstanding Amount on the date of prepayment. Any such other Holding Company Debt, as applicable, or (z) for any legal purposes in accordance with prepayment under this Agreement (without, 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 case of this clause (z), giving effect to this sentenceCommitments).

Proceeds Otherwise Required to Pay Subordinated Debt. Notwithstanding anything herein to the contrary, in the event that any of the Credit Parties shall have consummated (A) any “Asset Sale” (as defined in the Senior Subordinated Note Indenture), (B) any “Asset Sale” (as defined in the Media Holdings Discount Notes Indenture), (C) any Disposition or similar term as defined in the documents governing any Holding Company Debt incurred in accordance with Section 7.15(a)(i) or (iv) or (D) any Disposition or similar term defined in the documents governing any other Subordinated Indebtedness that, in any such case, result results in Net Cash Payments that would not be required to be applied in the manner specified under in Section 2.11(b)(i) or under Section 2.11(b)(i) of the Initial Revolving Credit initial Term Loan Agreement (or any analogous provision in any successor Revolving Credit Term Loan Agreement), the Credit Parties, to the extent that the Senior Subordinated Note Indenture, the Media Holdings Discount Notes Indenture, Indenture or the documents governing such other Holding Company Debt or Subordinated Indebtedness would require any prepayment or redemption of the Senior Subordinated Notes or any Holding Company Debt issued by any Holding Company pursuant to the Media Holdings Discount Notes Indenture or the documents governing such other Holding Company Debt or other Subordinated Indebtedness, respectively, shall be required, no later than one Business Day prior to the date on which the Borrower would otherwise be required to prepay or redeem any such Indebtedness or warrants, , to prepay (A) or make a Deemed Prepayment, if applicable), at the time of such consummation the Revolving Credit Facility is outstanding and any commitment thereunder has not been terminatedBorrower’s option, the Borrower shall apply the amount of any such prepayment Loans or redemption that would be so required, at its election, to: (1) make an offer to prepay the Term Loans hereunder, (2) make a voluntary prepayment of the Term Loans hereunder in accordance with Section 2.11(a), and/or (3) make a prepayment of the Revolving Credit Loans (and provide cover for LC Exposure) under the Revolving Credit Agreement, which shall be accompanied by a permanent reduction of the commitments under the Revolving Credit Agreement, as specified in Section 2.4(i) and 2.11(b)(i) of the Initial Revolving Credit Agreement (or the equivalent section(s) of any successor Revolving Credit Agreement), or (B) after the Revolving Credit Facility has been paid in full and all commitments hereunder have been terminated, the Borrower shall apply the amount of any such prepayment or redemption that would be so required either, at its option, to (1) make an offer to prepay the Term Loans hereunder and/or (2) make a voluntary prepayment of the Term Loans in accordance with Section 2.11(a); such voluntary prepayment or accepted offer to prepay to be applied in each case in the manner and an amount equal to the extent specified in paragraph (c) lesser of this Section 2.11 or such offer to prepay to be effected in each case in the manner and to the extent specified in paragraph (d) of this Section 2.11. (C) The obligation of the Borrower to apply any Net Cash Payments on any date on which the Borrower is required to apply such Net Cash Payments as required above to (1) make voluntary prepayments 100% of the Term Loans, make prepayments of the Revolving Credit Loans and make offers to prepay the Term Loans under clause (A) above, or (2) to make voluntary prepayments or offers to prepay the Term Loans under clause (B) above, shall be limited to the Outstanding Amount as of such date. Notwithstanding anything to the contrary in the Loan Documents, in the event any Term Loan Lender declines any offer to prepay the Term Loans, the portion of the Net Cash Payments amount 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)Indenture, 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 promptly by Media Holdings or documents governing such other Holding Company Debt or Subordinated Indebtedness would otherwise require to the be applied to any prepayment or redemption of the Media Holdings Discount Notes applicable Obligations or warrants and (2) the Outstanding Amount on the date of prepayment. Any such other Holding Company Debt, as applicable, or (z) for any legal purposes in accordance with prepayment under this Agreement (without, 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 case of this clause (z), giving effect to this sentenceCommitments).