Common use of Mandatory Prepayments: Asset Sales; Recovery Events Clause in Contracts

Mandatory Prepayments: Asset Sales; Recovery Events. If on any date any Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days of the date of receipt of such Net Cash Proceeds, such Net Cash Proceeds shall be applied on a date not more than five Business Days after receipt of such Net Cash Proceeds toward the prepayment of the Term Loans; provided that, notwithstanding the foregoing, (i) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and (ii) no prepayment with respect to an Asset Sale or a Recovery Event related to a Foreign Subsidiary shall be required hereunder to the extent (x) such prepayment would be prohibited by applicable law or (y) it would result in material adverse tax consequences (but only for so long as such material adverse tax consequences continue to exist).