Termination or Reduction of Commitments; Mandatory Prepayments. (a) DW Animation shall have the right, upon not less than five Business Days’ notice to the Administrative Agent, to terminate the Commitments or, from time to time, to reduce the amount of the Commitments; provided that no such termination or reduction of the Commitments shall be permitted if, after giving effect thereto and to any repayments of the Loans made on the effective date thereof, (i) the Facility Exposure would exceed the aggregate Commitments then in effect or (ii) the Aggregate Revolving Extensions of Credit of any Lender would exceed such Lender’s Commitment. Any such reduction shall be in an amount equal to $10,000,000 or a whole multiple thereof and shall reduce permanently the Commitments then in effect. (b) The Commitments shall automatically be permanently reduced on the date of any Non-Excluded Asset Sale (each, a “Specified Non-Excluded Asset Sale”) occurring on or after the date on which the aggregate fair market value of all assets sold or otherwise disposed of in connection with Non-Excluded Asset Sales since the Closing Date exceeds $50,000,000, such reduction to be in an amount equal to 100% of the Net Cash Proceeds of such asset sale (or the Specified Percentage of such Net Cash Proceeds, in the case of the first Specified Non-Excluded Asset Sale). As used in this Section 2.7(b), the term “Specified Percentage” means, with respect to the first Specified Non-Excluded Asset Sale, the quotient, expressed as a percentage, of (i) the excess of the aggregate fair market value of all assets sold or otherwise disposed of in connection with Non-Excluded Asset Sales (including such Specified Non-Excluded Asset Sale) since the Closing Date through the date of such Specified Non-Excluded Asset Sale over $50,000,000 and (ii) the aggregate fair market value of the assets sold or otherwise disposed of in connection with such Specified Non-Excluded Asset Sale.
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Samples: Credit Agreement (DreamWorks Animation SKG, Inc.), Credit Agreement (DreamWorks Animation SKG, Inc.)
Termination or Reduction of Commitments; Mandatory Prepayments. (a) DW Animation shall have the right, upon not less than five Business Days’ notice to the Administrative Agent, to terminate the Commitments or, from time to time, to reduce the amount of the Commitments; provided that no such termination or reduction of the Commitments shall be permitted if, after giving effect thereto and to any repayments of the Loans made on the effective date thereof, (i) the Facility Exposure would exceed the aggregate Commitments then in effect or (ii) the Aggregate Revolving Extensions of Credit of any Lender would exceed such Lender’s Commitment. Any such reduction shall be in an amount equal to $10,000,000 or a whole multiple thereof and shall reduce permanently the Commitments then in effect.
(b) The Commitments shall automatically be permanently reduced on the date of any Non-Excluded Asset Sale (each, a “Specified Non-Excluded Asset Sale”) occurring on or after the date on which the aggregate fair market value of all assets sold or otherwise disposed of in connection with Non-Excluded Asset Sales since the Closing Date exceeds $50,000,000, such reduction to be in an amount equal to 100% of the Net Cash Proceeds of such asset sale (or the Specified Percentage of such Net Cash Proceeds, in the case of the first Specified Non-Excluded Asset Sale). As used in this Section 2.7(b2.4(b), the term “Specified Percentage” means, with respect to the first Specified Non-Excluded Asset Sale, the quotient, expressed as a percentage, of (i) the excess of the aggregate fair market value of all assets sold or otherwise disposed of in connection with Non-Excluded Asset Sales (including such Specified Non-Excluded Asset Sale) since the Closing Date through the date of such Specified Non-Excluded Asset Sale over $50,000,000 and (ii) the aggregate fair market value of the assets sold or otherwise disposed of in connection with such Specified Non-Excluded Asset Sale.
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Termination or Reduction of Commitments; Mandatory Prepayments. (a) DW Animation shall have the right, upon not less than five Business Days’ notice to the Administrative Agent, to terminate the Commitments or, from time to time, to reduce the amount of the Commitments; provided that no such termination or reduction of the Commitments shall be permitted if, after giving effect thereto and to any repayments of the Loans made on the effective date thereof, (i) the Facility Exposure would exceed the aggregate Commitments then in effect or (ii) the Aggregate Revolving Extensions of Credit of any Lender would exceed such Lender’s Commitment. Any such reduction shall be in an amount equal to $10,000,000 or a whole multiple thereof and shall reduce permanently the Commitments then in effect.
(b) The Commitments shall automatically be permanently reduced on the date of any Non-Excluded Asset Sale (each, a “Specified Non-Excluded Asset Sale”) occurring on or after the date on which the aggregate fair market value of all assets sold or otherwise disposed of in connection with Non-Excluded Asset Sales since the Closing Date Restatement Effective Date, without duplication, exceeds $50,000,000, such reduction to be in an amount equal to 100% of the Net Cash Proceeds of such asset sale (or the Specified Percentage of such Net Cash Proceeds, in the case of the first Specified Non-Excluded Asset Sale). As used in this Section 2.7(b2.4(b), the term “Specified Percentage” means, with respect to the first Specified Non-Excluded Asset Sale, the quotient, expressed as a percentage, of (i) the excess of the aggregate fair market value of all assets sold or otherwise disposed of (without duplication) in connection with Non-Excluded Asset Sales (including such Specified Non-Excluded Asset Sale) since the Closing Restatement Effective Date through the date of such Specified Non-Excluded Asset Sale over $50,000,000 and (ii) the aggregate fair market value of the assets sold or otherwise disposed of in connection with such Specified Non-Excluded Asset Sale. For the avoidance of doubt, for purposes of any computation made under this paragraph, (i) the aggregate fair market value of the Equity Interests of an Excluded Subsidiary that are sold or otherwise disposed of in a Non-Excluded Asset Sale shall be reduced by the aggregate fair market value of all assets sold or otherwise disposed of by DW Animation or any Non-Excluded Subsidiary to such Excluded Subsidiary in a Non-Excluded Asset Sale prior to the applicable date of determination, if any, and (ii) if the sale or other disposition of the Equity Interests of an Excluded Subsidiary constitutes a Specified Non-Excluded Asset Sale, then the Net Cash Proceeds from such sale or other disposition of such Equity Interests shall be reduced by an amount equal to the sum of (x) the aggregate Net Cash Proceeds (if any) of all assets sold or otherwise disposed of by DW Animation or any Non-Excluded Subsidiary to such Excluded Subsidiary in a Non-Excluded Asset Sale that is a Specified Non-Excluded Asset Sale prior to the applicable date of determination to the extent such Net Cash Proceeds are applied to reduce the Commitments pursuant to this Section 2.4(b) plus (y) the aggregate fair market value of the consideration received by DW Animation or any Non-Excluded Subsidiary in respect of all assets sold or otherwise disposed of by DW Animation or any Non-Excluded Subsidiary to such Excluded Subsidiary in a Non-Excluded Asset Sale that is either not a Specified Non-Excluded Asset Sale or that is the first Specified Non-Excluded Asset Sale (less the amount of Net Cash Proceeds from such first Specified Non-Excluded Asset Sale that are applied to reduce the Commitments pursuant to this Section 2.4(b)) prior to the applicable date of determination.
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Termination or Reduction of Commitments; Mandatory Prepayments. (a) DW Animation shall have the right, upon not less than five Business Days’ ' notice to the Administrative Agent, to terminate the Commitments or, from time to time, to reduce the amount of the Commitments; provided that no such termination or reduction of the Commitments shall be permitted if, after giving effect thereto and to any repayments of the Loans made on the effective date thereof, (i) the Facility Exposure would exceed the aggregate Commitments then in effect or (ii) the Aggregate Revolving Extensions of Credit of any Lender would exceed such Lender’s 's Commitment. Any such reduction shall be in an amount equal to $10,000,000 or a whole multiple thereof and shall reduce permanently the Commitments then in effect.
(b) The Commitments shall automatically be permanently reduced on the date of any Non-Excluded Asset Sale (each, a “"Specified Non-Excluded Asset Sale”") occurring on or after the date on which the aggregate fair market value of all assets sold or otherwise disposed of in connection with Non-Excluded Asset Sales since the Closing Date exceeds $50,000,000, such reduction to be in an amount equal to 100% of the Net Cash Proceeds of such asset sale (or the Specified Percentage of such Net Cash Proceeds, in the case of the first Specified Non-Excluded Asset Sale). As used in this Section 2.7(b), the term “"Specified Percentage” " means, with respect to the first Specified Non-Excluded Asset Sale, the quotient, expressed as a percentage, of (i) the excess of the aggregate fair market value of all assets sold or otherwise disposed of in connection with Non-Excluded Asset Sales (including such Specified Non-Excluded Asset Sale) since the Closing Date through the date of such Specified Non-Excluded Asset Sale over $50,000,000 and (ii) the aggregate fair market value of the assets sold or otherwise disposed of in connection with such Specified Non-Excluded Asset Sale.
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