Prepayments from Asset Dispositions. Immediately upon receipt by Borrower or any of its Subsidiaries of Net Proceeds of any Asset Disposition, which proceeds when aggregated with all other Net Proceeds from Asset Dispositions received during the same Fiscal Year exceed $300,000, Borrower shall prepay the Loans in an amount equal to the Net Proceeds of such Asset Disposition in accordance with subsection 2.4(E). Notwithstanding the foregoing, in the event that Borrower (or any Subsidiary) may retain proceeds as hereafter provided from an Asset Disposition if no Event of Default exists and in the event that the Person disposing of asset or assets in question:
(i) has an accrued tax liability with respect to an Asset Disposition or (ii) reasonably expects the Net Proceeds of such Asset Disposition to be reinvested within one hundred fifty (150) days in productive assets of a kind then used or useable in the business of Borrower and its Subsidiaries, then Borrower shall deliver such proceeds of Asset Dispositions or portion thereof in an amount equal to such accrued tax liability to Agent to be held by Agent in a cash collateral account bearing interest payable to Borrower at a rate per annum (meaning 360 days) equal to (a) the same rate of interest payable hereunder with respect to the Revolving Loan for that portion of such proceeds not in excess of the balance of the Revolving Loan and (b) the Base Rate minus two percent (2.0%) for any amount in excess of the balance of the Revolving Loan. Upon Borrower's request, Agent shall release such proceeds to Borrower for payment of the accrued tax liability or for reinvestment as described above. In the event Borrower is not required to pay all or any portion of the accrued tax liability or fails to reinvest such proceeds within one hundred twenty (120) days, Borrower authorizes and directs Agent to apply such amount as a prepayment of the Loans in accordance with subsection 2.4(E).
Prepayments from Asset Dispositions. (A) Except as otherwise provided in Section 1.5(e) hereof with respect to insurance and condemnation proceeds and subject to the reinvestment rights specified in clause (B) below, immediately upon receipt by Holdings or any of its Subsidiaries of any Net Proceeds in respect of any Asset Disposition (other than any Asset Disposition consisting of the sale, lease or rental of Rental Fleet and Equipment in good faith to customers for fair value in the ordinary course of business) in excess of $1,000,000, individually or in the aggregate, during any Fiscal Year, Borrower shall repay the Revolving Credit Advances (without reduction of the Revolving Loan Commitment) by an amount equal to the amount of any reduction in the Borrowing Base attributable to the Asset Disposition giving rise to such Net Proceeds to the extent that any such reduction would result in the outstanding principal balance of the Revolving Loan exceeding the maximum amount of Revolving Loan permitted to be outstanding, determined based upon the most recent Borrowing Base Certificate delivered (or required to be delivered) by Borrower to Agent pursuant to Section 3.7 or Section 4.1(d), as applicable.
(B) Notwithstanding anything to the contrary in the immediately preceding clause (A), Borrower or its Subsidiaries may reinvest such Net Proceeds of such Asset Dispositions, within three hundred sixty five (365) days of receipt thereof (or, if Borrower or any of its Subsidiaries enters into a contract to reinvest such Net Proceeds within three hundred sixty five (365) days of the receipt thereof, within one hundred eighty (180) days of the date of such contract), in productive replacement assets of a kind then used or usable in the business of Borrower or such Subsidiaries. If Borrower or such Subsidiary does not intend to so reinvest such Net Proceeds or if the period set forth in the immediately preceding sentence expires without Borrower or such Subsidiary having reinvested (or entered into a contract to reinvest) such Net Proceeds in such productive replacement assets, Borrower shall prepay the Revolving Credit Advances pro rata in an amount equal to such remaining Net Proceeds of such Asset Disposition. Such prepayments shall be applied in accordance with Section 1.5(d).
(C) Notwithstanding anything to the contrary in the immediately preceding clauses (A) and (B), in the event that any Credit Party would otherwise be required to prepay, redeem or otherwise repurchase the Senior Secured Notes,...
Prepayments from Asset Dispositions. Immediately upon receipt of any Net Proceeds from an Asset Disposition or sale-leaseback transaction in either case in excess of $2,000,000 for any single transaction or series of related transactions during any Fiscal Year, Borrower shall apply such Net Proceeds first to prepay the Term Loans on a pro rata basis in accordance with the respective outstanding principal amounts thereof (and shall be further applied on a pro rata basis to the Scheduled Installments of principal within each of the Initial Term Loan and any Series of New Term Loans) until the Term Loans are paid in full, and second to reduce the outstanding principal balance of the Revolving Loans, with concurrent permanent reduction of the Revolving Loan Commitment if an Event of Default has occurred and is continuing at the time of such prepayments. Notwithstanding the foregoing so long as no Event of Default exists at the time of receipt of such Net Proceeds, Borrower or any Subsidiary may reinvest all remaining Net Proceeds of an Asset Disposition or sale-leaseback transaction within one hundred eighty (180) days (or in the case of Net Proceeds received in respect of the loss, damage, destruction, casualty or condemnation of any assets of Borrower or its Subsidiaries, two hundred seventy (270) days) in productive fixed assets of a kind then used or usable in the business of Borrower or its Subsidiaries. If Borrower does not intend to so reinvest such Net Proceeds or if the applicable period set forth in the immediately preceding sentence expires without Borrower having reinvested such Net Proceeds, Borrower shall prepay the Loans in an amount equal to such remaining Net Proceeds applied first to prepay the Term Loans on a pro rata basis in accordance with the respective outstanding principal amounts thereof (and shall be further applied on a pro rata basis to the Scheduled Installments of principal within each of the Initial Term Loan and any Series of New Term Loans) until the Term Loans are paid in full. and second to reduce the outstanding principal balance of the Revolving Loans, with concurrent permanent reduction of the Revolving Loan Commitment if an Event of Default has occurred and is continuing at the time of such prepayments.
Prepayments from Asset Dispositions. (i) Except as otherwise provided in Section 1.6(f) hereof, promptly upon receipt of any Net Proceeds received by any US Credit Party in excess of the Dollar Equivalent of $5,000,000 in the aggregate during any Fiscal Year, US Borrowers shall prepay the US Tranche A Loans and US Tranche A1 Loans in an amount equal to such Net Proceeds, except that US Borrowers or their Subsidiaries may reinvest all Net Proceeds of any such Asset Disposition, within one hundred eighty (180) days, in productive replacement fixed assets of a kind then used or usable in the business of US Borrowers. If US Borrowers do not intend to so reinvest such Net Proceeds or if the period set forth in the immediately preceding sentence expires without US Borrowers having reinvested the Net Proceeds of any such Asset Disposition or if such Net Proceeds are attributable to a working capital, earnings, balance sheet or similar adjustment under any acquisition agreement or similar purchase agreement, US Borrowers shall prepay the US Tranche A Loans and US Tranche A1 Loans in an amount equal to such remaining Net Proceeds in accordance with Section 1.6(e).
(ii) Except as otherwise provided in Section 1.6(f) hereof, promptly upon receipt of any Net Proceeds received by any Canadian Credit Party in excess of the Dollar Equivalent of $5,000,000 in the aggregate during any Fiscal Year, Canadian Borrowers shall prepay the Canadian Tranche A Loans and Canadian Tranche A1 Loans in an amount equal to such Net Proceeds, except that Canadian Borrowers or their Subsidiaries may reinvest all Net Proceeds of any such Asset Disposition, within one hundred eighty (180) days, in productive replacement fixed assets of a kind then used or usable in the business of Canadian Borrowers. If Canadian Borrowers do not intend to so reinvest such Net Proceeds or if the period set forth in the immediately preceding sentence expires without Canadian Borrowers having reinvested the Net Proceeds of any such Asset Disposition or if such Net Proceeds are attributable to a working capital, earnings, balance sheet or similar adjustment under any acquisition agreement or similar purchase agreement, Canadian Borrowers shall prepay the Canadian Tranche A Loans and Canadian Tranche A1 Loans in an amount equal to such remaining Net Proceeds in accordance with Section 1.6(e).
Prepayments from Asset Dispositions. Immediately upon receipt of any Net Proceeds in excess of $1,000,000 in the aggregate during any Fiscal Year, Borrower shall prepay the Loans in an amount equal to such Net Proceeds, except that Borrower or its Subsidiaries may reinvest all Net Proceeds of any such Asset Disposition, within one hundred eighty (180) days, in fixed assets. If Borrower does not intend to so reinvest such Net Proceeds or if the period set forth in the immediately preceding sentence expires without Borrower having reinvested the Net Proceeds of any such Asset Disposition, Borrower shall prepay the Loans in an amount equal to such remaining Net Proceeds in accordance with Section 1.5(f).
Prepayments from Asset Dispositions. Immediately upon receipt by the Borrower or any of its Subsidiaries of the Net Proceeds of any Asset Disposition, the Borrower shall make a prepayment in respect of the Obligations equal to the amount of such Net Proceeds of such Asset Disposition.
Prepayments from Asset Dispositions. Immediately upon receipt of any Net Proceeds in excess of $100,000 in the aggregate during any Fiscal Year, Borrower shall prepay the Loans in an amount equal to such Net Proceeds, except that Borrower or its Subsidiaries may reinvest all Net Proceeds of any such Asset Disposition, within one hundred eighty (180) days or irrevocably commit to a third party in writing to reinvest such Net Proceeds within 180 days, in assets usable in the business of the Borrower and its Subsidiaries. If Borrower does not intend to so reinvest such Net Proceeds or if the period set forth in the immediately preceding sentence expires without Borrower having reinvested or irrevocably committed to a third party in writing to reinvest the Net Proceeds of any such Asset Disposition or if such Net Proceeds are attributable to a working capital, earnings, balance sheet or similar adjustment under the Acquisition Agreement, Borrower shall prepay the Loans in an amount equal to such remaining Net Proceeds in accordance with Section 2.5(e).
Prepayments from Asset Dispositions. The Borrower shall, within five days of the receipt of any Net Proceeds related to an Asset Disposition, prepay the outstanding Loans as of such date in an aggregate amount equal to the Net Proceeds of such Asset Disposition. For purposes of this Section 2.14, the following terms shall have the following meanings:
Prepayments from Asset Dispositions. (a) All proceeds or other cash payments received by any Borrower pursuant to any transaction of merger, reorganization, consolidation, transfer, sale, assignment, lease, or other disposition allowed by Section 9.9(b)(iv) (other than the sale of Inventory in the ordinary course of business) and Section 9.19 (any such merger, reorganization, consolidation, transfer, sale, assignment, lease, or other disposition being referred to in this Section as the "subject disposition"), net of related actual transaction costs and expenses, shall be paid to the Agent, promptly upon such receipt, for application to the Obligations as follows:
(i) the proceeds of the subject disposition shall be applied to the outstanding principal balance of the Revolving Loans without a corresponding reduction in the aggregate amount of the Commitments; and
(ii) if any of the proceeds of the subject disposition are not used within 360 days of the date of the subject disposition to replace the property which was the subject of the subject disposition with property that will be used in the business of such Borrower or if the applicable Borrower notifies the Agent that the proceeds of the subject disposition will not be used to replace the such property, then the Commitments shall be permanently reduced by the amount that the proceeds exceed such replacement costs and
(b) an amount equal to (i) the proceeds or other cash payments received by any Borrower pursuant to any subject disposition referenced in clause (a) preceding, net of related actual transaction costs and expenses and actual amounts, if any, used to finance the replacement of any property that was disposed of in such subject disposition and (ii) the Orderly Liquidation Value of the Equipment owned by each of the Building Products Borrowers determined according to the appraisal most recently delivered to the agent pursuant to Section 6.5 as of the date of any release of the Building Products Borrowers from this Agreement pursuant to Section 13.2(b), shall each constitute an Equipment Sublimit Reduction for purposes of clause (b) of the definition of Equipment Sublimit Reduction.
Prepayments from Asset Dispositions. Immediately upon ----------------------------------- receipt by Borrower or any of its Subsidiaries of the Net Proceeds of any Asset Disposition, Borrower shall make a prepayment in respect of the Obligations equal to the amount of such Net Proceeds in prepayment of the Loans as provided in Section 5.4(a)(iv); provided, however, that if no ------------------ -------- ------- Default or Event of Default has occurred and is continuing, Borrower shall not be required to make such prepayment to the extent that the Net Proceeds from such Asset Dispositions during any fiscal year of Borrower do not exceed Ten Million Dollars ($10,000,000) in the aggregate and if they should exceed such amount, then the excess amount only shall be required to be prepaid. Concurrently with the making of any such payment, Borrower shall deliver to Administrative Agent a certificate of Borrower's chief financial officer demonstrating the calculations of the amount required to be prepaid.
