Common use of Net Cash Proceeds of Asset Dispositions Clause in Contracts

Net Cash Proceeds of Asset Dispositions. The Borrower shall prepay the Term Loan in an amount equal to 100% of the Net Cash Proceeds if the Borrower or any Loan Party shall at any time or from time to time make an Asset Disposition with respect to any property that, pursuant to Section 11.8, results in a requirement to prepay the Term Loan; provided that in the case of any such Asset Disposition, so long as no Default or Event of Default then exists or would result therefrom, if the Borrower states in its notice of such event that the Borrower or the relevant other Loan Party intends to reinvest, within 180 days of the applicable Asset Disposition, (i) the Net Cash Proceeds thereof, in the event that the assets subject to such Asset Disposition constituted Collateral, in property, all or substantially all (as determined by the Collateral Agent) of which property is purchased with such Net Cash Proceeds shall be made subject to the Lien of the applicable Loan Documents in favor of the Collateral Agent or (ii) the Net Cash Proceeds thereof, in the event that the assets subject to such Asset Disposition did not constitute Collateral, in assets similar to the assets which were subject to such Asset Disposition or in property which is otherwise used or useful in the business of the Borrower and the other Loan Parties and, in each case, such property is located within the United States, then the Borrower shall not be required to prepay the Term Loan in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such assets or property within such 180 day period or committed to be reinvested within 90 days thereafter. Promptly after the end of such 180 day period (or such 90 day period, if applicable), the Borrower shall notify the Administrative Agent as to whether the Borrower or such other Loan Party has reinvested such Net Cash Proceeds in such similar assets or property, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall prepay the Term Loan in an amount equal to 100% of the Net Cash Proceeds. If the Administrative Agent or the Collateral Agent so request, all proceeds of such Asset Disposition shall be deposited with the Collateral Agent (or its agent) and held by it as Collateral.

Net Cash Proceeds of Asset Dispositions. The Borrower shall prepay the Term Loan Loans in an amount equal to 100% of the Net Cash Proceeds Modified Ratable Portion if the Borrower or any Loan Party shall at any time or from time to time make an Asset Disposition with respect to any property that, pursuant to Section 11.8, results in a requirement to prepay the Term LoanLoans and that gives rise to a Modified Ratable Portion; provided that in the case of any such Asset Disposition, so long as no Default or Event of Default then exists or would result therefrom, if the Borrower states in its notice of such event that the Borrower or the relevant other Loan Party intends to reinvest, within 180 days of the applicable Asset Disposition, (i) the Net Cash Proceeds thereof, in the event that the assets subject to such Asset Disposition constituted Collateral, in property, all or substantially all (as determined by the Collateral Agent) of which property is purchased with such Net Cash Proceeds shall be made subject to the Lien of the applicable Loan Documents in favor of the Collateral Agent or (ii) the Net Cash Proceeds thereof, in the event that the assets subject to such Asset Disposition did not constitute Collateral, in assets similar to the assets which were subject to such Asset Disposition or in property which is otherwise used or useful in the business of the Borrower and the other Loan Parties and, in each case, such property is located within the United States, then the Borrower shall not be required to prepay the Term Loan Loans in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such assets or property within such 180 day period or committed to be reinvested within 90 days thereafter. Promptly after the end of such 180 day period (or such 90 day period, if applicable), the Borrower shall notify the Administrative Agent as to whether the Borrower or such other Loan Party has reinvested such Net Cash Proceeds in such similar assets or property, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall prepay the Term Loan Loans in an amount equal to 100% of the Net Cash ProceedsModified Ratable Portion. If the Administrative Agent or the Collateral Agent so request, all proceeds of such Asset Disposition shall be deposited with the Collateral Agent (or its agent) and held by it as Collateral.

Net Cash Proceeds of Asset Dispositions. The Borrower shall prepay the Term Loan in an amount equal to 100% of the Net Cash Proceeds if the Borrower or any Loan Party shall at any time or from time to time make an Asset Disposition with respect to any property that, pursuant to Section 11.811.6, results in a requirement to prepay the Term Loan; provided that in the case of any such Asset Disposition, so long as no Default or Event of Default then exists or would result therefrom, if the Borrower states in its notice of such event that the Borrower or the relevant other Loan Party intends to reinvest, within 180 days of the applicable Asset Disposition, (i) the Net Cash Proceeds thereof, in the event that the assets subject to such Asset Disposition constituted Collateral, in property, all or substantially all (as determined by the Collateral Agent) of which property is purchased with such Net Cash Proceeds shall be made subject to the Lien of the applicable Loan Documents in favor of the Collateral Agent or (ii) the Net Cash Proceeds thereof, in the event that the assets subject to such Asset Disposition did not constitute Collateral, in assets similar to the assets which were subject to such Asset Disposition or in property which is otherwise used or useful in the business of the Borrower and the other Loan Parties and, in each case, such property is located within the United States, then the Borrower shall not be required to prepay the Term Loan in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such assets or property within such 180 day period or committed to be reinvested within 90 days thereafter. Promptly after the end of such 180 day period (or such 90 day period, if applicable), the Borrower shall notify the Administrative Agent as to whether the Borrower or such other Loan Party has reinvested such Net Cash Proceeds in such similar assets or property, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall prepay the Term Loan in an amount equal to 100% of the Net Cash Proceeds. If the Administrative Agent or the Collateral Agent so request, all proceeds of such Asset Disposition shall be deposited with the Collateral Agent (or its agent) and held by it as Collateral.​ ​

Net Cash Proceeds of Asset Dispositions. The Borrower shall Company will offer to prepay Notes in accordance with the Term Loan in an amount equal to 100% provisions of the Net Cash Proceeds Section 8.3(b) and this Section 8.3(c) if the Borrower Company or any Loan Note Party shall at any time or from time to time make an Asset a Disposition with respect to any property that, pursuant to Section 11.810.6, results in a requirement to prepay the Term LoanNotes and that gives rise to a Modified Ratable Portion; provided that in the case of any such Asset Disposition, so long as no Default or Event of Default then exists or would result therefrom, if the Borrower Company states in its notice of such event that the Borrower Company or the relevant other Loan Note Party intends to reinvest, within 180 days of the applicable Asset Disposition, (i) the Net Cash Proceeds thereof, in the event that the assets subject to such Asset Disposition constituted Collateral, in property, all or substantially all (as determined by the Collateral Agent) of which property is purchased with such Net Cash Proceeds shall be made subject to the Lien of the applicable Loan Security Documents in favor of the Collateral Agent or (ii) the Net Cash Proceeds thereof, in the event that the assets subject to such Asset Disposition did not constitute Collateral, in assets similar to the assets which were subject to such Asset Disposition or in property which is otherwise used or useful in the business of the Borrower Company and the other Loan Note Parties and, in each case, such property is located within the United States, then the Borrower Company shall not be required to prepay the Term Loan make a mandatory prepayment under Section 8.3(b) in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such assets or property within such 180 day period or committed to be reinvested within 90 days thereafter. Promptly after the end of such 180 day period (or such 90 day period, if applicable), the Borrower Company shall notify the Administrative holders of the Notes and the Collateral Agent as to whether the Borrower Company or such other Loan Note Party has reinvested such Net Cash Proceeds in such similar assets or property, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower Company shall prepay the Term Loan in an amount equal to 100% promptly comply with clause (b)(iv) of the Net Cash Proceedsthis Section 8.3. If the Administrative Agent Required Holders or the Collateral Agent so request, all proceeds of such Asset Disposition shall be deposited with the Collateral Agent (or its agent) and held by it as Collateral.