Common use of Asset Sale Proceeds Clause in Contracts

Asset Sale Proceeds. The Borrower shall make mandatory principal prepayments of the Loans and/or Cash Collateralize the L/C Obligations in the manner set forth in Section 4.4(b)(v) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from the sale or other disposition or series of related sales or other dispositions of assets by the Borrower or any of its Restricted Subsidiaries other than sales or other dispositions of assets permitted pursuant to Section 11.5(a) through (i). Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such sale or other disposition or series of related sales or other dispositions of assets by the Borrower or any of its Restricted Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no such mandatory principal prepayments shall be required (A) until the Net Cash Proceeds of sales and dispositions exceed $10,000,000 in the aggregate during any Fiscal Year (at which point all such Net Cash Proceeds shall be subject to prepayment in accordance with this Section 4.4(b)(iii) with the date upon which such threshold is exceeded being deemed to be the date of receipt of such Net Cash Proceeds); or (B) in connection with any such Net Cash Proceeds which are committed to be reinvested in assets used in the business of the Borrower and its Restricted Subsidiaries within 12 months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in operating assets used in the business of the Borrower and its Restricted Subsidiaries within 18 months after receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary; provided, that any portion of the Net Cash Proceeds not committed to be reinvested within such 12 month period or actually reinvested within such 18 month period shall be prepaid in accordance with this Section. Upon and during the continuance of an Event of Default and upon notice from the Administrative Agent, all such Net Cash Proceeds received by the Borrower and its Restricted Subsidiaries shall be applied to make prepayments of the Loans and/or Cash Collateralize the L/C Obligations, such prepayments and/or Cash Collateral to be made within three (3) Business Days after the Borrower’s or such Restricted Subsidiary’s receipt of all such Net Cash Proceeds; provided that nothing in this sentence shall require the Borrower to repay a greater amount of Net Cash Proceeds than it would be required to repay pursuant to the first sentence of this Section 4.4(b)(iii).

Asset Sale Proceeds. The Borrower shall make mandatory principal prepayments of the Loans and/or Cash Collateralize the L/C Obligations in the manner set forth in Section 4.4(b)(v) below in amounts An amount equal to one hundred percent any and all net cash proceeds (100%i.e., gross proceeds net of out-of-pocket expenses and property, transfer and similar taxes (i.e., taxes other than those measured by income, gross receipts or capital gains)) of incurred by the aggregate Net Cash Proceeds from Borrower in effecting the sale or other disposition or series of related sales or other dispositions of assets by the Borrower or any of its Restricted Subsidiaries other than sales or other dispositions of assets permitted pursuant to Section 11.5(adisposition) through (i). Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such sale or other disposition or series of related sales or other dispositions of assets by the Borrower or any of its Restricted Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no such mandatory principal prepayments shall be required (A) until the Net Cash Proceeds of sales and dispositions exceed $10,000,000 in the aggregate during any Fiscal Year (at which point all such Net Cash Proceeds shall be subject to prepayment in accordance with this Section 4.4(b)(iii) with the date upon which such threshold is exceeded being deemed to be the date of receipt of such Net Cash Proceeds); or (B) in connection with any such Net Cash Proceeds which are committed to be reinvested in assets used in the business of the Borrower and its Restricted Subsidiaries within 12 months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in operating assets used in the business of the Borrower and its Restricted Subsidiaries within 18 months after receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary; provided, that any portion of the Net Cash Proceeds not committed to be reinvested within such 12 month period or actually reinvested within such 18 month period shall be prepaid in accordance with this Section. Upon and during the continuance of an Event of Default and upon notice from the Administrative Agent, all such Net Cash Proceeds received by the Borrower and its Restricted Subsidiaries shall be applied to make prepayments from the sale or disposition (whether voluntary or involuntary) of fixed or capital assets (in any event including the Loans and/or Cash Collateralize the L/C Obligations, such prepayments and/or Cash Collateral proceeds of sales of Timberland and other land but not including ordinary course of business sales of stumpage and cutting rights where payment is to be made primarily over time as Timber is harvested by the purchaser of such rights or other sales of such rights if made in the ordinary course of business if (i) the aggregate amount of advance payments received or to be received by the Borrower (i.e., payments other than payments made as and for Timber actually taken by the purchaser and within three 30 days of the taking thereof) under each such contract or series of related contracts does not exceed $15,000,000, (3ii) each such contract shall provide for the severance and taking of the Timber in question within not more than two years of the date the contract in question becomes effective and (iii) the Administrative Agent shall be notified of each such contract and the Administrative Agent shall reduce the Value of Merchantable Timber by removing therefrom the amount of such value which the Administrative Agent believes is represented by the amount of advance payments made or due thereon (based on the percentage such advance payment represents of the total appraised value of the Timber subject to such contract), such reduction to be made effective as and when such payments are received) shall be paid over promptly (but in any event within two Business Days after of receipt) to the Borrower’s or such Restricted Subsidiary’s receipt Administrative Agent for application as set forth in clause (vi) of all such Net Cash Proceedsthis Section 3.4(b); provided provided, however, that nothing in this sentence (i) the foregoing provisions shall require be inapplicable to funds received by the Borrower to repay a greater amount of Net Cash Proceeds than it would be required to repay Administrative Agent under the Collateral Documents if and so long as, pursuant to the first sentence terms of this Section 4.4(b)(iii).the Collateral Documents, the same are to be held by the Administrative Agent and disbursed for (or to reimburse the Borrower and its Subsidiaries for the cost of) the restoration, repair or replacement of the property in respect of which such proceeds were received, (ii) no prepayment shall be required with respect to net proceeds received from the ordinary course of business sale or other disposition of personal property which is worn out, obsolete or, in the good faith judgment of the Borrower and its Subsidiaries no longer necessary to the efficient conduct of their business as then conducted and (iii) no prepayment shall be required out of $5,000,000 of net proceeds received by the Borrower and its Subsidiaries in any calendar year which are not otherwise excepted from prepayment hereunder but if the net proceeds from a single transaction or series of substantially concurrent transactions exceeds $2,500,000, then such proceeds shall be remitted to the

Asset Sale Proceeds. The To the extent permitted by Applicable Law, and subject to the provisions of Section 4.4(b)(vi)(C), no later than one hundred eighty (180) days following the Borrower's or applicable Restricted Subsidiary's receipt thereof, the Borrower shall make mandatory principal prepayments of the Loans and/or Cash Collateralize the L/C Obligations in the manner set forth in Section 4.4(b)(v4.4(b)(vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from the sale or other disposition or series of related sales or other dispositions of assets by the Borrower or any of its Restricted Subsidiaries other than sales or other dispositions of assets permitted pursuant to Section 11.5(a11.5(f) through or (i). Such prepayments shall be made within three (3g) Business Days after or otherwise permitted by the Required Lenders which have not been reinvested as of such date of receipt of the in similar replacement assets unless such Net Cash Proceeds have been committed to be reinvested within such one hundred eighty (180) day period and are thereafter actually reinvested within two hundred seventy (270) days after receipt of such Net Cash Proceeds. If such Net Cash Proceeds are not actually reinvested in accordance with the terms of this Section 4.4(b)(iii) by the date which is two hundred seventy (270) days after the receipt thereof, the Borrower shall make a mandatory prepayment in an amount equal to such Net Cash Proceeds as described above on such date. Notwithstanding any such of the foregoing to the contrary, upon and during the continuance of an Event of Default and upon notice from the Administrative Agent, all Net Cash Proceeds from the sale or other disposition or series of related sales or other dispositions of assets by the Borrower or any of its Restricted Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no such mandatory principal prepayments shall be required (A) until the Net Cash Proceeds of sales and dispositions exceed $10,000,000 in the aggregate during any Fiscal Year (at which point all such Net Cash Proceeds shall be subject to prepayment in accordance with this Section 4.4(b)(iii) with the date upon which such threshold is exceeded being deemed to be the date of receipt of such Net Cash Proceeds); or (B) in connection with any such Net Cash Proceeds which are committed to be reinvested in assets used in the business of the Borrower and its Restricted Subsidiaries within 12 months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in operating assets used in the business of the Borrower and its Restricted Subsidiaries within 18 months after receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary; provided, that any portion of the Net Cash Proceeds not committed to be reinvested within such 12 month period or actually reinvested within such 18 month period shall be prepaid in accordance with this Section. Upon and during the continuance of an Event of Default and upon notice from the Administrative Agent, all such Net Cash Proceeds received by the Borrower and its Restricted Subsidiaries shall be applied to make prepayments of the Loans and/or Cash Collateralize the L/C Obligationspursuant to Section 4.4(b)(vi), such prepayments and/or Cash Collateral to be made within three (3) Business Days after the Borrower’s 's or such Restricted Subsidiary’s 's receipt of all such Net Cash Proceeds; provided that nothing in this sentence shall require the Borrower to repay a greater amount of Net Cash Proceeds than it would be required to repay pursuant to the first sentence of this Section 4.4(b)(iii).

Asset Sale Proceeds. The (A) No later than one hundred eighty (180) days following the Borrower's receipt thereof, the Borrower shall make mandatory principal prepayments of the Loans and/or Cash Collateralize the L/C Obligations Term Loan in the manner set forth in Section 4.4(b)(v2.06(e)(v) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from the sale or other disposition Disposition or series of related sales or other dispositions Dispositions of assets by the Borrower or any of its Restricted Subsidiaries (other than sales or other dispositions of assets the Non-Propane Products Divestiture) permitted pursuant to Section 11.5(a8.05(Q) through or (ih) (the "Disposition Proceeds"). Such prepayments shall be made within three ; provided that (3I) Business Days after subject to the date of receipt of the Net Cash following clause (II), any prepayment required pursuant to this Section 2.06(e)(iii) with respect to any Disposition Proceeds of less than $200,000 (any such sale or other disposition or series of related sales or other dispositions of assets by amounts, the Borrower or any of its Restricted Subsidiaries; provided that, so long "Deferred Proceeds") may be deferred until such time as no Default or Event of Default has occurred and is continuing, no such mandatory principal prepayments shall be required (A) until the Net Cash Proceeds of sales and dispositions exceed $10,000,000 in the aggregate during any Fiscal Year (at which point amount of all such Net Cash Deferred Proceeds shall be subject that have not previously been reinvested or applied to prepayment in accordance with this Section 4.4(b)(iiiprepay any Term Loans equals or exceeds $200,000 and (II) with the date upon which such threshold is exceeded being deemed to be the date of receipt of such Net Cash Proceeds); or (B) in connection with any such Net Cash Proceeds which are committed to be reinvested in assets used in the business of the Borrower and its Restricted Subsidiaries within 12 months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in operating assets used in the business of the Borrower and its Restricted Subsidiaries within 18 months after receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary; provided, that any portion of the Net Cash Proceeds not committed to be reinvested within such 12 month period or actually reinvested within such 18 month period shall be prepaid in accordance with this Section. Upon and during the continuance of an Event of Default and upon notice from the Administrative Agent, all such Net Cash Proceeds Disposition Proceeds, received by the Borrower and its Restricted Subsidiaries shall be applied to make prepayments of the Loans and/or Cash Collateralize the L/C ObligationsTerm Loan, such prepayments and/or Cash Collateral to be made within three (3) Business Days after the Borrower’s or such Restricted Subsidiary’s 's receipt of all such Disposition Proceeds. Notwithstanding any of the foregoing to the contrary, the Borrower may apply the Net Cash Proceeds of the Non-Propane Products Divestiture to prepay the Senior Subordinated Debt pursuant to Section 8.14; provided that (1) no Default or Event of Default is continuing or would result from such prepayment, and (2) any such Net Cash Proceeds; provided that nothing Proceeds in this sentence excess of the amount necessary to prepay the Senior Subordinated shall require the Borrower be applied to repay a greater amount of Net Cash Proceeds than it would be required to repay outstanding Revolving Credit Loans pursuant to the first sentence of this Section 4.4(b)(iii)2.06(d)(ii) as if such proceeds were "Excess Proceeds".

Asset Sale Proceeds. The Borrower shall make mandatory principal prepayments of the Loans and/or Cash Collateralize the L/C Obligations in the manner set forth in Section 4.4(b)(v4.4(b)(vvi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from the sale or other disposition or series of related sales or other dispositions of assets by the Borrower or any of its Restricted Subsidiaries other than sales or other dispositions of assets permitted pursuant to Section 11.5(a) through (i). Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such sale or other disposition or series of related sales or other dispositions of assets by the Borrower or any of its Restricted Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no such mandatory principal prepayments shall be required (A) until the Net Cash Proceeds of sales and dispositions exceed $10,000,000 in the aggregate during any Fiscal Year (at which point an amount equal to all such Net Cash Proceeds shall be subject to prepayment in accordance with this Section 4.4(b)(iii) with the date upon which such threshold is exceeded being deemed to be the date of receipt of such Net Cash Proceeds); or (B) in connection with any such Net Cash Proceeds which are committed to be reinvested in assets used in the business of the Borrower and its Restricted Subsidiaries within 12 months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in operating assets used in the business of the Borrower and its Restricted Subsidiaries within 18 months after receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary; provided, that an amount equal to any portion of the Net Cash Proceeds not committed to be reinvested within such 12 month period or actually reinvested within such 18 month period shall be prepaid in accordance with this Section. Upon and during the continuance of an Event of Default and upon notice from the Administrative Agent, an amount equal to all such Net Cash Proceeds received by the Borrower and its Restricted Subsidiaries shall be applied to make prepayments of the Loans and/or Cash Collateralize the L/C Obligations, such prepayments and/or Cash Collateral to be made within three (3) Business Days after the Borrower’s or such Restricted Subsidiary’s receipt of all such Net Cash Proceeds; provided that nothing in this sentence shall require the Borrower to repay a greater amount of Net Cash Proceeds than it would be required to repay pursuant to the first sentence of this Section 4.4(b)(iii).

Asset Sale Proceeds. The No later than one hundred eighty (180) days following the Borrower's or applicable Restricted Subsidiary's receipt thereof, the Borrower shall make mandatory principal prepayments of the Term Loans and/or Cash Collateralize the L/C Obligations in the manner set forth in Section 4.4(b)(v4.4(b)(vii) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from the sale or other disposition or series of related sales or other dispositions of assets assets, excluding asset sales and dispositions permitted by Section 11.5(a) through and including Section 11.5(d) (the "Asset Sale Proceeds") by the Borrower or any of its Restricted Subsidiaries other than sales or other dispositions of assets permitted pursuant to Section 11.5(a) through (i). Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such sale or other disposition or series of related sales or other dispositions of assets by the Borrower or any of its Restricted Subsidiaries; provided that, so long which have not been reinvested as no Default or Event of Default has occurred and is continuing, no such mandatory principal prepayments shall be required (A) until the Net Cash Proceeds of sales and dispositions exceed $10,000,000 in the aggregate during any Fiscal Year (at which point all such Net Cash Proceeds shall be subject to prepayment in accordance with this Section 4.4(b)(iii) with the date upon which such threshold is exceeded being deemed to be the date of receipt of such Net Cash Proceeds); or (B) date in connection with any similar replacement assets unless such Net Cash Asset Sale Proceeds which are committed to be reinvested in assets used in the business of the Borrower and its Restricted Subsidiaries within 12 months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in operating assets used in the business of the Borrower and its Restricted Subsidiaries within 18 months after receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary; provided, that any portion of the Net Cash Proceeds not have been committed to be reinvested within such 12 month one hundred eighty (180) day period or and are thereafter actually reinvested within two hundred seventy (270) days after receipt of such 18 month period shall be prepaid Asset Sale Proceeds. If such Asset Sale Proceeds are not actually reinvested in accordance with the terms of this SectionSection 4.4(b)(iii) by the date which is two hundred seventy (270) days after the receipt thereof, the Borrower shall make a mandatory prepayment in an amount equal to such Asset Sale Proceeds as described above on such date. Upon Notwithstanding any of the foregoing to the contrary, upon and during the continuance of an Event of Default and upon notice from the Administrative Agent, all such Net Cash Asset Sale Proceeds received by the Borrower and its Restricted Subsidiaries shall be applied to make prepayments of the Term Loans and/or Cash Collateralize the L/C Obligationspursuant to Section 4.4(b)(vii), such prepayments and/or Cash Collateral to be made within three (3) Business Days after the Borrower’s or such Restricted Subsidiary’s 's receipt of all such Net Cash Asset Sale Proceeds; provided that nothing in this sentence shall require the Borrower to repay a greater amount of Net Cash Proceeds than it would be required to repay pursuant to the first sentence of this Section 4.4(b)(iii).

Asset Sale Proceeds. The No later than the end of the Applicable Period (as defined below) following the Borrower’s or the applicable Restricted Subsidiary’s receipt of the Net Cash Proceeds from the sale or other disposition or series of related sales or other dispositions of assets by the Borrower or any of its Subsidiaries, the Borrower shall make mandatory principal prepayments of the Loans and/or Cash Collateralize the L/C Obligations in the manner set forth in Section 4.4(b)(v4.4(b)(vii) below in amounts equal to (x) one hundred percent (100%) of the aggregate Net Cash Proceeds from the sale or other disposition or series of related sales or other dispositions of assets by the Borrower or any of its Restricted Subsidiaries permitted pursuant to Section 11.5(f), Section 11.5(i) or Section 11.5(j) or otherwise permitted by the Required Lenders and (y) fifty percent (50%) of the aggregate Net Cash Proceeds from the sale or other than disposition or series of related sales or other dispositions by the Borrower or any of its Subsidiaries of those assets permitted pursuant listed on Schedule 4.4(b)(iii) (other than the ownership interests in the youth services division, the Atlantic Shores Healthcare, Inc. hospital and the Premier Custodial Finance Limited Debt); provided that, in the case of this clause (y), the remaining balance of such Net Cash Proceeds have been reinvested in Permitted Acquisitions or in other revenue producing assets related to Section 11.5(a) through (i). Such prepayments shall be made a Permitted Business within three (3) Business Days after the date of Applicable Period following receipt of such Net Cash Proceeds and (z) zero percent (0%) of the aggregate Net Cash Proceeds from the sale or other disposition or series of related sales or other dispositions by the Borrower of its ownership interests in its youth services division, the Atlantic Shores Healthcare, Inc. hospital and/or the Premier Custodial Finance Limited Debt. With respect to the Net Cash Proceeds referred to in clause (y) of the preceding sentence not reinvested by the end of the Applicable Period following the Borrower’s or Restricted Subsidiary’s receipt thereof, the Borrower shall make a mandatory prepayment in an amount equal to such Net Cash Proceeds as described above on the last day of the Applicable Period. Notwithstanding any such of the foregoing to the contrary, upon and during the continuance of an Event of Default and upon notice from the Administrative Agent, all Net Cash Proceeds from the sale or other disposition or series of related sales or other dispositions of assets by the Borrower or any of its Restricted Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no such mandatory principal prepayments shall be required (A) until the Net Cash Proceeds of sales and dispositions exceed $10,000,000 in the aggregate during any Fiscal Year (at which point all such Net Cash Proceeds shall be subject to prepayment in accordance with this Section 4.4(b)(iii) with the date upon which such threshold is exceeded being deemed to be the date of receipt of such Net Cash Proceeds); or (B) in connection with any such Net Cash Proceeds which are committed to be reinvested in assets used in the business of the Borrower and its Restricted Subsidiaries within 12 months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in operating assets used in the business of the Borrower and its Restricted Subsidiaries within 18 months after receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary; provided, that any portion of the Net Cash Proceeds not committed to be reinvested within such 12 month period or actually reinvested within such 18 month period shall be prepaid in accordance with this Section. Upon and during the continuance of an Event of Default and upon notice from the Administrative Agent, all such Net Cash Proceeds received by the Borrower and its Restricted Subsidiaries shall be applied to make prepayments of the Loans and/or Cash Collateralize the L/C Obligationspursuant to Section 4.4(b)(vii), such prepayments and/or Cash Collateral to be made within three (3) Business Days after the Borrower’s or such Restricted Subsidiary’s receipt of all such Net Cash Proceeds; provided that nothing in this sentence shall require the Borrower to repay a greater amount of Net Cash Proceeds than it would be required to repay pursuant to the first sentence of this Section 4.4(b)(iii).34