Common use of Dispositions and Involuntary Dispositions Clause in Contracts

Dispositions and Involuntary Dispositions. The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to (A) if the Consolidated Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding a particular Disposition or Involuntary Disposition is greater than or equal to 3.00 to 1.0, 100% of the Net Cash Proceeds of such Disposition or Involuntary Disposition, to be applied as set forth in clause (vi) below; provided, however, that 50% of the Net Cash Proceeds of all Dispositions and 100% of the Net Cash Proceeds of all Involuntary Dispositions may be reinvested by the Borrower to the extent (I) such Net Cash Proceeds are reinvested in Property useful in the Businesses within 180 days of the date of such Disposition or Involuntary Disposition and (II) the aggregate amount of Net Cash Proceeds of Dispositions reinvested in accordance with the foregoing clause (I) shall not exceed $10,000,000 in the aggregate and (B) if the Consolidated Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding a particular Disposition or Involuntary Disposition is less than 3.00 to 1.0, 100% of the Net Cash Proceeds of such Disposition or Involuntary Disposition in excess of $2,500,000 in any fiscal year to the extent such Net Cash Proceeds are not reinvested in Property useful in the Businesses within 180 days of the date of such Disposition or Involuntary Disposition. With respect to prepayments pursuant to the proviso set forth above, such prepayment shall be due immediately upon the expiration of the 180 day period (to the extent such prepayment exceeds the applicable threshold) and shall be applied as set forth in clause (vi) below).

Dispositions and Involuntary Dispositions. The Borrowers Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to (A) if the Consolidated Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding a particular Disposition or Involuntary Disposition is greater than or equal to 3.00 to 1.0, 100% of the Net Cash Proceeds of such Disposition or Involuntary Disposition, to be applied as set forth in clause (vi) below; provided, however, that 50% of the Net Cash Proceeds of all Dispositions (other than Involuntary Dispositions) to the extent that the Net Cash Proceeds of all such Dispositions received in any fiscal year exceed $500,000 as follows: (a) 50% of such Net Cash Proceeds with respect to such Dispositions shall be applied to such prepayment immediately upon the Borrower's calculation of such Net Cash Proceeds (and in any event not later than 45 days of receipt of such Net Cash Proceeds) and (B) to the extent the remaining amount of such Net Cash Proceeds are not reinvested in Eligible Assets within 365 days of the date of such Disposition, a prepayment in the amount of such remaining Net Cash Proceeds shall be immediately due and payable upon the expiration of such 365 day period. The Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds of all Involuntary Dispositions may be reinvested by the Borrower to the extent (I) such that the Net Cash Proceeds from any such Involuntary Disposition are not reinvested in Property useful in the Businesses Eligible Assets within 180 365 days of the date of such Disposition or Involuntary Disposition and (II) the aggregate amount of Net Cash Proceeds of Dispositions reinvested in accordance with the foregoing clause (I) shall not exceed $10,000,000 in the aggregate and (B) if the Consolidated Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding a particular Disposition or Involuntary Disposition is less than 3.00 to 1.0, 100% of the Net Cash Proceeds of such Disposition or Involuntary Disposition in excess of $2,500,000 in any fiscal year to the extent such Net Cash Proceeds are not reinvested in Property useful in the Businesses within 180 days of the date of such Disposition or Involuntary Disposition. With respect to prepayments Any prepayment pursuant to the proviso set forth above, such prepayment shall be due immediately upon the expiration of the 180 day period this clause (to the extent such prepayment exceeds the applicable thresholdii) and shall be applied as set forth in clause (vi) below).

Dispositions and Involuntary Dispositions. The Borrowers Borrower shall prepay the Loans and and/or Cash Collateralize the L/C Obligations as hereafter hereinafter provided in an aggregate amount equal to (A) if the Consolidated Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding a particular Disposition or Involuntary Disposition is greater than or equal to 3.00 to 1.0, 100% of ofwith the Net Cash Proceeds of such Disposition received by any Loan Party or Involuntary Disposition, to be applied as set forth in clause (vi) below; provided, however, that 50% of the Net Cash Proceeds of any Subsidiary from all Dispositions (other than Permitted Transfers) and 100% of the Net Cash Proceeds of all Involuntary Dispositions may be reinvested by the Borrower to the extent Dispositions, within five (I5) such Net Cash Proceeds are reinvested in Property useful in the Businesses within 180 days of the date of such Disposition or Involuntary Disposition and (II) the aggregate amount of Net Cash Proceeds of Dispositions reinvested in accordance with the foregoing clause (I) shall not exceed $10,000,000 in the aggregate and (B) if the Consolidated Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding a particular Disposition or Involuntary Disposition is less than 3.00 to 1.0, 100% of the Net Cash Proceeds of such Disposition or Involuntary Disposition in excess of $2,500,000 in any fiscal year to the extent such Net Cash Proceeds are not reinvested in Property useful in the Businesses within 180 days of the date of such Disposition or Involuntary Disposition. With respect to prepayments pursuant to ; provided that the proviso set forth above, Borrower may reinvest such prepayment shall be due immediately upon the expiration Net Cash Proceeds in properties or assets within one-hundred eighty (180) days of the 180 day period (date of such Disposition or Involuntary Disposition; provided, further that to the extent such prepayment exceeds period has expired without such reinvestment being made or completed, any remaining Net Cash Proceeds would be applied to prepay the applicable threshold) Loans and/or Cash Collateralize the L/C Obligations. Notwithstanding the foregoing to the contrary, subject to the terms of the Intercreditor Agreement, the Net Cash Proceeds of Dispositions and Involuntary Dispositions of Term Loan Priority Collateral first, shall be applied or reinvested as set forth provided in clause the Term Loan Agreement, and second, the excess Net Cash Proceeds (viif any) belowshall be applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided (it being understood and agreed that if there is no such excess amount, the Borrower’s obligations under this Section 2.05(b)(i) shall be satisfied by the Borrower’s compliance with the applicable provisions of the Term Loan Agreement).

Dispositions and Involuntary Dispositions. The Borrowers Borrower shall prepay the Loans and and/or Cash Collateralize the L/C Obligations as hereafter hereinafter provided in an aggregate amount equal to (A) if the Consolidated Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding a particular Disposition or Involuntary Disposition is greater than or equal to 3.00 to 1.0, 100% of the Net Cash Proceeds of such Disposition received by any Loan Party or Involuntary Disposition, to be applied as set forth in clause (vi) below; provided, however, that 50% of the Net Cash Proceeds of any Restricted Subsidiary from all Dispositions (other than Permitted Transfers) and 100% of the Net Cash Proceeds of all Involuntary Dispositions may be reinvested by the Borrower to the extent within three (I3) such Net Cash Proceeds are reinvested in Property useful in the Businesses within 180 days of the date of such Disposition or Involuntary Disposition and (II) the aggregate amount of Net Cash Proceeds of Dispositions reinvested in accordance with the foregoing clause (I) shall not exceed $10,000,000 in the aggregate and (B) if the Consolidated Senior Leverage Ratio as of the end of the fiscal quarter immediately preceding a particular Disposition or Involuntary Disposition is less than 3.00 to 1.0, 100% of the Net Cash Proceeds of such Disposition or Involuntary Disposition in excess of $2,500,000 in any fiscal year to the extent such Net Cash Proceeds are not reinvested in Property useful in the Businesses within 180 days Business Days of the date of such Disposition or Involuntary Disposition. With respect ; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to prepayments pursuant be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $10,000,000 and (B) at the election of the Borrower (as notified by the Borrower to the proviso set forth above, Administrative Agent on or prior to the date that such prepayment shall would otherwise be due immediately upon the expiration of the 180 day period (required) to the extent such prepayment exceeds Loan Party or such Restricted Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets (but specifically excluding current assets as classified by GAAP) within twelve (12) months after the applicable thresholdreceipt of such Net Cash Proceeds (or if committed to reinvestment during such twelve (12) and month period, reinvested no later than six (6) months thereafter); provided that, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied as set forth in clause (vi) below)to prepay the Loans and/or Cash Collateralize the L/C Obligations.