Common use of Proceeds of Asset Sales Clause in Contracts

Proceeds of Asset Sales. Within five Business Days following the receipt thereof, the Borrowers shall prepay to the Agent for the benefit of the Banks an amount equal to one hundred percent (100%) of all proceeds of any sale by any Borrower of assets (excluding any sale of assets permitted by clauses (a), (b), (c), (d), (e) or (f) of Section 6.2) with an aggregate net book value in any fiscal year in excess of $5,000,000, or for which consideration in excess of $5,000,000 in the aggregate is received in any fiscal year, net of the actual cash expenses and taxes paid or incurred by any Borrower in connection with such sale (for the sake of clarity, such prepayment shall only be made with such net proceeds in excess of such $5,000,000 threshold); provided, however that this Section 2.6(d) shall not be deemed to authorize any sale or other transfer that would otherwise be prohibited by Section 6.2. All prepayments under this Section 2.6(d) shall be applied pro rata based on the unpaid principal balance of the Term Loans to the principal balance of the Term Loans in inverse chronological order of the maturities set forth on the Term Loan Amortization Schedule; provided, however, that (i) in the event a Prime Rate Advance and a LIBOR Advance have the same maturity, the Agent, to the extent practical in the Agent’s determination, shall make such application first to such Prime Rate Advance before application to such LIBOR Advance, and (ii) to the extent any portion of such prepayment would be applied to outstanding LIBOR Advances and no Default or Event of Default has occurred and is continuing, such portion shall be deposited in the Holding Account and withdrawn for application to such LIBOR Advances at the end of the then-current Interest Periods applicable thereto (or earlier, upon the occurrence of a Default or an Event of Default).

Proceeds of Asset Sales. Within five one Business Days Day following the receipt thereof, the Borrowers shall prepay to the Agent for the benefit of the Banks an amount equal to one hundred percent (100%) of all proceeds of any sale by any Borrower of assets (excluding any sale of assets permitted by clauses (a), (b), (c), (d), (e) or (fc) of Section 6.2) with an aggregate net book value in any fiscal year in excess of $5,000,000500,000, or for which consideration in excess of $5,000,000 500,000 in the aggregate is received in any fiscal year, net of the actual cash expenses and taxes paid or incurred by any Borrower in connection with such sale (for the sake of clarity, such prepayment shall only be made with such net proceeds in excess of such $5,000,000 500,000 threshold); provided, however that this Section 2.6(d) shall not be deemed to authorize any sale or other transfer that would otherwise be prohibited by Section 6.2. All prepayments under this Section 2.6(d) shall be applied pro rata based on the unpaid principal balance of the Term Loans to the principal balance of the Term Loans in inverse chronological order of the maturities set forth on of the Term Loan Amortization ScheduleQuarterly Principal Payments; provided, however, that (i) in the event a Prime Rate Advance and a LIBOR Eurodollar Rate Advance have the same maturity, the Agent, to the extent practical in the Agent’s determination, shall make such application first to such Prime Rate Advance before application to such LIBOR Eurodollar Rate Advance, and (ii) to the extent any portion of such prepayment would be applied to outstanding LIBOR Eurodollar Rate Advances and no Default or Event of Default has occurred and is continuing, such portion shall be deposited in the Holding Account and withdrawn for application to such LIBOR Eurodollar Rate Advances at the end of the then-current Interest Periods applicable thereto (or earlier, upon the occurrence of a Default or an Event of Default).