Common use of Prepayments from Asset Sales Clause in Contracts

Prepayments from Asset Sales. Simultaneously with the receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company shall prepay the Acquisition Loans incurred to acquire Eligible Assets up to an amount equal to the Asset Loan Amount in connection with the Asset Sale. Concurrently with any prepayment of the Acquisition Loans, Company shall deliver to each Lender an Officers' Certificate demonstrating the derivation of the Asset Loan Amount of the Cash Proceeds of the correlative Asset Sale from the gross sales price thereof. If Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this Section 2.3A(ii), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this Section 2.3A(ii), Company shall promptly make an additional prepayment of the Acquisition Loans in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to each Lender an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit. Any mandatory prepayments pursuant to this Section 2.3A(ii) shall be applied as specified in Section 2.3B. Acquisition Loans prepaid pursuant to this Section 2.3A(ii) may be reborrowed in accordance with Section 2.1A."

Prepayments from Asset Sales. Simultaneously with No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company shall prepay the Acquisition Loans incurred to acquire Eligible Assets up to in an amount equal to the Asset Loan Amount in connection with the Net Cash Proceeds of such Asset Sale; provided however, that with respect to Net Cash Proceeds from the sale of receivables, contracts and/or leases under the Alarm Services Contract Securitization Facility, Company shall not be required to make any prepayment of the Loans pursuant to this subsection 2.4B(ii)(a) out of the Net Cash Proceeds of such Asset Sale in excess of the first $25,000,000 of such Net Cash Proceeds and, with respect to the first $25,000,000 of such Net Cash Proceeds, Company shall apply such Net Cash Proceeds pro rata to the prepayment of the Loans and the loans outstanding under the Existing Revolving Credit Agreement; provided further that so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Company and its Subsidiaries shall not be required to apply the Net Cash Proceeds of any Asset Sale to the mandatory prepayment of the Loans pursuant to this subsection 2.4B(ii)(a) to the extent that (A) such Net Cash Proceeds have been or will be reinvested in like assets or in other assets used in the business of Company and its Consolidated Subsidiaries within six months of such sale; provided that the aggregate amount of Net Cash Proceeds excluded from application to the mandatory prepayment of the Loans pursuant to this clause (A) does not exceed $5,000,000 in the aggregate, or (B) such Net Cash Proceeds are less than $1,000,000 or are proceeds from the sale of non-earning assets; provided that the aggregate amount of Net Cash Proceeds excluded from application to the mandatory prepayment of the Loans pursuant to this clause (B) does not exceed $5,000,000 in the aggregate. Concurrently with any prepayment of the Acquisition LoansLoans pursuant to this subsection 2.4B(ii)(a), Company shall deliver to each Lender Agent an Officers' Certificate demonstrating the derivation of the Asset Loan Amount of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof. If Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this Section 2.3A(ii), determine that the prepayments previously made in respect of Any such Asset Sale were in an aggregate amount less than that required by the terms of this Section 2.3A(ii), Company shall promptly make an additional prepayment of the Acquisition Loans in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to each Lender an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit. Any mandatory prepayments pursuant to this Section 2.3A(ii) shall be applied as specified in Section 2.3B. Acquisition Loans prepaid pursuant to this Section 2.3A(ii) may be reborrowed in accordance with Section 2.1A."subsection 2.4B(iii).

Prepayments from Asset Sales. Simultaneously with No later than the second Business Day following the date of receipt by Company Holdings or any of its Subsidiaries of Cash Proceeds any proceeds of any Asset SaleSale of a Financed Aircraft, Company shall prepay prepay, without premium or penalty (other than pursuant to subsection 2.6D), the Acquisition Loans incurred to acquire Eligible Assets up to in an amount equal to the greater of the (i) Assigned Value of such Financed Aircraft and (ii) the sum of (x) the Net Cash Proceeds of such Asset Loan Amount in connection with Sale and (y) the Value of any non-Cash Proceeds of such Asset Sale. Concurrently with any prepayment of the Acquisition LoansLoans pursuant to this subsection 2.4B(ii)(a), Company shall deliver to each Lender Administrative Agent an Officers' Certificate demonstrating the derivation of the Asset Loan Amount of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereofthereof and the amount required to be prepaid pursuant to this subsection 2.4B(ii)(a). If In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this Section 2.3A(iisubsection 2.4B(ii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this Section 2.3A(iisubsection 2.4B(ii)(a), Company shall promptly make an additional prepayment of the Acquisition Loans in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to each Lender Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficitdeficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(ii)(a). Any mandatory prepayments pursuant to this Section 2.3A(iisubsection 2.4B(ii)(a) shall be applied as specified in subsection 2.4B(iii)." and (ii) deleting the text "from the issuance of (x) any Permitted Extension Indebtedness with respect to a Financed Aircraft or (y) any other Indebtedness (other than Indebtedness permitted under Section 2.3B. Acquisition Loans prepaid pursuant 6.1 whether incurred on the Fifth Restatement Effective Date or thereafter)" appearing in clause (ii)(b) of said Section and inserting the text "from the issuance of any Permitted Extension Indebtedness with respect to this Section 2.3A(ii) may be reborrowed a Financed Aircraft" in accordance with Section 2.1A."lieu thereof.

Prepayments from Asset Sales. Simultaneously with the receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company shall prepay the Acquisition Loans incurred to acquire Eligible Assets up to an amount equal to the Asset Loan Amount in connection with the Net Cash Proceeds of such Asset Sale, less any amount required to be applied to prepay under the Warehouse Agreement. Concurrently with any prepayment of the Acquisition Loans, Company shall deliver to each Lender an Officers' Certificate demonstrating the derivation of the Asset Loan Amount of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof. If Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this Section 2.3A(ii), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this Section 2.3A(ii), Company shall promptly make an additional prepayment of the Acquisition Loans in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to each Lender an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit. Any mandatory prepayments pursuant to this Section 2.3A(ii) shall be applied as specified in Section 2.3B. Acquisition Loans prepaid pursuant to this Section 2.3A(ii) may be reborrowed in accordance with Section 2.1A."

Prepayments from Asset Sales. Simultaneously with No later than the fifth Business Day following the date of receipt by Company Borrower or any of its Subsidiaries of Cash Proceeds of any (x) Asset SaleSale generating Cash Proceeds in excess of $100,000 or (y) any Asset Sale that, Company together with previous Asset Sales occurring within the same twelve-month period, generates Cash Proceeds in excess of $250,000, Borrower shall prepay the Acquisition Loans incurred to acquire Eligible Assets up to an Obligations in the amount equal to of the Asset Loan Amount in connection with the Net Cash Proceeds of such Asset Sale. Concurrently with any prepayment of the Acquisition LoansLoans pursuant to this subsection 2.4(c)(iii)(A), Company Borrower shall deliver to each Lender an Officers' Certificate demonstrating the derivation of the Asset Loan Amount of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof. If Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this Section 2.3A(ii), determine In the event that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this Section 2.3A(iisubsection 2.4(c)(iii)(A), Company Borrower shall promptly make an additional prepayment of the Term Loan, Acquisition Loans in Loans, or Revolving Loans, as the manner described above case may be, in an amount equal to the amount of any such deficit, and Company Borrower shall concurrently therewith deliver to each Lender an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit. Any mandatory prepayments pursuant to this Section 2.3A(iisubsection 2.4(c)(iii)(A) shall be applied as specified in Section 2.3B. Acquisition Loans prepaid pursuant to this Section 2.3A(ii) may be reborrowed in accordance with Section 2.1A."subsection 2.4(c)(iv).

Prepayments from Asset Sales. Simultaneously with (I) No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries the Borrower of Cash Proceeds of any Asset Sale, Company the Borrower shall prepay prepay, without premium or penalty (other than pursuant to subsection 2.6D), the Acquisition Loans incurred to acquire Eligible Assets up to in an amount equal to the greater of the (i) Assigned Value of the asset subject to such Asset Loan Amount in connection with Sale and (ii) the sum of (x) the Net Cash Proceeds of such Asset Sale and (y) the Value of any non-Cash Proceeds of such Asset Sale. Concurrently with any prepayment of the Acquisition LoansLoans pursuant to this subsection 2.4B(ii)(a), Company the Borrower shall deliver to each Lender the Administrative Agent an Officers' Certificate demonstrating the derivation of the Asset Loan Amount of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof. If Company In the event that the Borrower shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this Section 2.3A(iisubsection 2.4B(ii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this Section 2.3A(iisubsection 2.4B(ii)(a), Company the Borrower shall promptly make an additional prepayment of the Acquisition Loans Loans, as the case may be, in the manner described above in an amount equal to the amount of any such deficit, and Company the Borrower shall concurrently therewith deliver to each Lender the Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit. Any mandatory prepayments prepayment pursuant to this Section 2.3A(iisubsection 2.4B(ii)(a) shall be applied as specified in Section 2.3B. Acquisition Loans prepaid pursuant to this Section 2.3A(ii) may be reborrowed in accordance with Section 2.1A."subsection 2.4B(iii).