Common use of Asset Sales and Recovery Events Clause in Contracts

Asset Sales and Recovery Events. (A) Promptly following any Asset Sale or series of Asset Sales which causes the aggregate Net Cash Proceeds received from all Asset Sales during such Fiscal Year to exceed $20,000,000, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds in excess of $20,000,000 derived from all such Asset Sales (such prepayment to be applied as set forth in clause (ii) below); provided, however, that such Net Cash Proceeds shall not be required to be so applied to the extent (1) the Borrower delivers to the Administrative Agent a certificate stating that it intends to use such Net Cash Proceeds to acquire assets used or useful in its business or to make Permitted Acquisitions, and (2) such reinvestment or Permitted Acquisition is consummated within three hundred and sixty-five (365) days (or if the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such Permitted Acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds so committed to be reinvested or applied in such acquisition) of receipt of the Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter and (B) to the extent of cash proceeds received in connection with a Recovery Event which are in excess of $20,000,000 in the aggregate and which are not used to acquire fixed or capital assets used or useful in its business within three hundred sixty-five (365) days (as such period may be extended pursuant to the foregoing clause (A)(2) above) of the receipt of such cash proceeds, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of such cash proceeds net of all third-party costs incurred to obtain such cash proceeds (such prepayment to be applied as set forth in clause (ii) below); provided, further, that in the event that any Indebtedness (including Refinancing Debt) is then outstanding that is secured on a pari passu basis, up to a pro rata portion of such Net Cash Proceeds (based on the respective principal amount of Term Loans and other Indebtedness, respectively, then outstanding), may be applied to prepay such Indebtedness to the extent required hereby.

Asset Sales and Recovery Events. (A) Promptly following any Asset Sale or series of Asset Sales which causes the aggregate Net Cash Proceeds received from all Asset Sales during such Fiscal Year to exceed $20,000,000, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds in excess of $20,000,000 derived from all such Asset Sales (such prepayment to be applied as set forth in clause (iiiii) below); provided, however, that such Net Cash Proceeds shall not be required to be so applied to the extent (1) the Borrower delivers to the Administrative Agent a certificate stating that it intends to use such Net Cash Proceeds to acquire assets used or useful in its business or to make Permitted Acquisitions, and (2) such reinvestment or Permitted Acquisition is consummated within three hundred and sixty-five (365) days (or if the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such Permitted Acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds so committed to be reinvested or applied in such acquisition) of receipt of the Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter and (B) to the extent of cash proceeds received in connection with a Recovery Event which are in excess of $20,000,000 in the aggregate and which are not used to acquire fixed or capital assets used or useful in its business within three hundred sixty-five (365) days (as such period may be extended pursuant to the foregoing clause (A)(2) above) of the receipt of such cash proceeds, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of such cash proceeds net of all third-party costs incurred to obtain such cash proceeds (such prepayment to be applied as set forth in clause (iiiii) below); provided, further, that in the event that any Indebtedness (including Refinancing Debt) Debt is then outstanding that is secured on a pari passu basis, up to a pro rata portion of such Net Cash Proceeds (based on the respective principal amount of Term Loans and other IndebtednessRefinancing Debt, respectively, then outstanding), may be applied to prepay such Indebtedness Refinancing Debt to the extent required herebythereby.

Asset Sales and Recovery Events. (A) Promptly following any Asset Sale or series of Asset Sales which causes the aggregate Net Cash Proceeds received from all Asset Sales during such Fiscal Year fiscal year to exceed $20,000,00050,000,000, the Borrower shall prepay Term Loans the Obligations in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds in excess of $20,000,000 50,000,000 derived from all such Asset Sales (such prepayment to be applied as set forth in clause (iiiv) below); provided, however, that such Net Cash Proceeds shall not be required to be so applied to the extent (1) the Borrower delivers to the Administrative Agent a certificate stating that it intends to use such Net Cash Proceeds to acquire fixed or capital assets used or useful in its business replacement of the disposed assets or to make Permitted Acquisitions, and (2) such reinvestment or Permitted Acquisition acquisition is consummated within three hundred and sixty-five (365) days (or if the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such Permitted Acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds so committed to be reinvested or applied in such acquisition) of receipt of the Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter and (B) to the extent of cash proceeds received in connection with a Recovery Event which are in excess of $20,000,000 10,000,000 in the aggregate and which are not used applied to repair, replace or relocate damaged property or to purchase or acquire fixed or capital assets used in replacement of the assets lost or useful in its business destroyed within three hundred sixty-five (365) days (as such period may be extended pursuant to the foregoing clause (A)(2) above) of the receipt of such cash proceeds, the Borrower shall prepay Term Loans the Obligations in an aggregate amount equal to one hundred percent (100%) of such cash proceeds net of all third-party costs incurred to obtain such cash proceeds (such prepayment to be applied as set forth in clause (iiiv) below); provided, further, that in the event that any Indebtedness (including Refinancing Debt) is then outstanding that is secured on a pari passu basis, up to a pro rata portion of such Net Cash Proceeds (based on the respective principal amount of Term Loans and other Indebtedness, respectively, then outstanding), may be applied to prepay such Indebtedness to the extent required hereby.

Asset Sales and Recovery Events. (A) Promptly following any Asset Sale or series of Asset Sales which causes the aggregate Net Cash Proceeds received from all Asset Sales during such Fiscal Year to exceed $20,000,000, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds in excess of $20,000,000 derived from all such Asset Sales (such prepayment to be applied as set forth in clause (iiiii) below); provided, however, that such Net Cash Proceeds shall not be required to be so applied to the extent (1) the Borrower delivers to the Administrative Agent a certificate stating that it intends to use such Net Cash Proceeds to acquire assets used or useful in its business or to make Permitted Acquisitions, and (2) such reinvestment or Permitted Acquisition is consummated within three hundred and sixty-five (365) days (or if the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such Permitted Acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds so committed to be reinvested or applied in such acquisition) of receipt of the Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter and (B) to the extent of cash proceeds received in connection with a Recovery Event which are in excess of $20,000,000 in the aggregate and which are not used to acquire fixed or capital assets used or useful in its business within three hundred sixty-five (365) days (as such period may be extended pursuant to the foregoing clause (A)(2) above) of the receipt of such cash proceeds, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of such cash proceeds net of all third-party costs incurred to obtain such cash proceeds (such prepayment to be applied as set forth in clause (iiiii) below); provided, further, that in the event that any Indebtedness (including Refinancing Debt) is then outstanding that is secured on a pari passu basis, up to a pro rata portion of such Net Cash Proceeds (based on the respective principal amount of Term Loans and other Indebtedness, respectively, then outstanding), may be applied to prepay such Indebtedness to the extent required hereby.

Asset Sales and Recovery Events. (A) Promptly following any Asset Sale or series of Asset Sales which causes the aggregate Net Cash Proceeds received from all Asset Sales during such Fiscal Year fiscal year to exceed $20,000,00050,000,000, the Borrower Company shall prepay Term Loans the Obligations in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds in excess of $20,000,000 50,000,000 derived from all such Asset Sales (such prepayment to be applied as set forth in clause (iiiv) below); provided, however, that such Net Cash Proceeds shall not be required to be so applied to the extent (1) the Borrower Company delivers to the Administrative Agent a certificate stating that it intends to use such Net Cash Proceeds to acquire fixed or capital assets used or useful in its business or to make Permitted Acquisitions, and (2) such reinvestment or Permitted Acquisition acquisition is consummated within three hundred and sixty-five (365) days (or if in the Borrower event that the Company or any Restricted Subsidiary has entered into a binding agreement to make such Permitted Acquisition acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds so committed to be reinvested or applied in such acquisition) of receipt of the Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter and (B) to the extent of cash proceeds received in connection with a Recovery Event which are in excess of $20,000,000 50,000,000 in the aggregate and which are not used to acquire fixed or capital assets used or useful in its business within three hundred sixty-five (365) days (as such period may be extended pursuant to the foregoing clause (A)(2) above) of the receipt of such cash proceeds, the Borrower Company shall prepay Term Loans the Obligations in an aggregate amount equal to one hundred percent (100%) of such cash proceeds net of all third-party costs incurred to obtain such cash proceeds (such prepayment to be applied as set forth in clause (iiiv) below); provided, further, that in the event that any Indebtedness (including Refinancing Debt) is then outstanding that is secured on a pari passu basis, up to a pro rata portion of such Net Cash Proceeds (based on the respective principal amount of Term Loans and other Indebtedness, respectively, then outstanding), may be applied to prepay such Indebtedness to the extent required hereby.

Asset Sales and Recovery Events. (A) Promptly following any Asset Sale or series of Asset Sales which causes the aggregate Net Cash Proceeds received from all Asset Sales during such Fiscal Year fiscal year to exceed $20,000,00050,000,000, the Borrower shall prepay Term Loans the Obligations in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds in excess of $20,000,000 50,000,000 derived from all such Asset Sales (such prepayment to be applied as set forth in clause (iiiv) below); provided, however, that such Net Cash Proceeds shall not be required to be so applied to the extent (1) the Borrower delivers to the Administrative Agent a certificate stating that it intends to use such Net Cash Proceeds to acquire fixed or capital assets used or useful in its business or to make Permitted Acquisitions, and (2) such reinvestment or Permitted Acquisition acquisition is consummated within three hundred and sixty-five (365) days (or if in the event that the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such Permitted Acquisition acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds so committed to be reinvested or applied in such acquisition) of receipt of the Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter and (B) to the extent of cash proceeds received in connection with a Recovery Event which are in excess of $20,000,000 10,000,000 in the aggregate and which are not used applied to repair, replace or relocate damaged property or to purchase or acquire fixed or capital assets used in replacement of the assets lost or useful in its business destroyed within three hundred sixty-five (365) days (as such period may be extended pursuant to the foregoing clause (A)(2) above) of the receipt of such cash proceeds, the Borrower shall prepay Term Loans the Obligations in an aggregate amount equal to one hundred percent (100%) of such cash proceeds net of all third-party costs incurred to obtain such cash proceeds (such prepayment to be applied as set forth in clause (iiiv) below); provided, further, that in the event that any Indebtedness (including Refinancing Debt) is then outstanding that is secured on a pari passu basis, up to a pro rata portion of such Net Cash Proceeds (based on the respective principal amount of Term Loans and other Indebtedness, respectively, then outstanding), may be applied to prepay such Indebtedness to the extent required hereby.

Asset Sales and Recovery Events. (A) Promptly following If on any date Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or series of Asset Sales which causes the aggregate Recovery Event, then such Net Cash Proceeds received shall be applied within 30 days from all Asset Sales during the date that such Fiscal Year to exceed $20,000,000, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds in excess are received toward the prepayment of $20,000,000 derived from all such Asset Sales (such prepayment to be applied the Term Loans as set forth in clause (ii) belowSection 2.14(b); provided that, if an Event of Default has occurred and is continuing at the time such Net Cash Proceeds are received by Borrower or any of its Restricted Subsidiaries, then such Net Cash Proceeds shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments on the date so received; provided, howeverfurther, that that, so long as no Event of Default shall have occurred and be continuing, if Borrower or its Restricted Subsidiaries uses any portion of such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair long-term productive assets of the general type useful in the business of Borrower or its Restricted Subsidiaries or to make Permitted Acquisitions or other investments in long term productive assets of the general type used in the business of Borrower and its Restricted Subsidiaries, in each case within 365 days of such receipt, such portion of such Net Cash Proceeds shall not be required to be so applied prepaid pursuant to this Section 2.13(a) except to the extent (1) the Borrower delivers to the Administrative Agent a certificate stating that it intends to use not, within 365 days of such Net Cash Proceeds to acquire assets receipt, so used or useful in its business or contractually committed to make Permitted Acquisitions, and be so used (2) such reinvestment or Permitted Acquisition is consummated within three hundred and sixty-five (365) days (or it being understood that if the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such Permitted Acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds proceeds are not so used within such 365-day period but within such 365-day period are contractually committed to be reinvested or applied in used, then such acquisitionreinvestment period shall end on the later of (x) of receipt of the Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter and (B) to the extent of cash proceeds received in connection with a Recovery Event which are in excess of $20,000,000 in the aggregate and which are not used to acquire fixed or capital assets used or useful in its business within three hundred sixty-five (365) days (as such period may be extended pursuant to the foregoing clause (A)(2) above) of the receipt end of such cash proceeds, 365-day period or (y) 180 days from the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of entry into such cash proceeds net of all third-party costs incurred to obtain such cash proceeds (such prepayment to be applied as set forth in clause (ii) belowcontractual commitment); provided, further, that, notwithstanding the foregoing, the aggregate Net Cash Proceeds from Asset Sales and Recovery Events that may be excluded from the foregoing prepayment requirement as a result of reinvestments shall not exceed $200,000,000 in the event that any Indebtedness (including Refinancing Debt) is then outstanding that is secured on a pari passu basis, up Fiscal Year. If Borrower elects to a pro rata portion of apply such Net Cash Proceeds (based on as provided in the respective principal amount second proviso of Term Loans and other Indebtednessthe preceding sentence, respectively, then outstanding), may be applied to prepay Borrower shall provide notice of such Indebtedness election to the extent required herebyAdministrative Agent within 30 days of the date the applicable Net Cash Proceeds are received.