Common use of Prepayments from Asset Dispositions Clause in Contracts

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, any Subordinated Indebtedness or any other Indebtedness (other than purchase money Indebtedness or Capital Leases permitted under Section 3.1(e) but only to the extent that such Indebtedness is secured by a Lien on the assets or property subject of the relevant Asset Disposition) with the Net Proceeds of any such Asset Disposition (whether before or after giving effect to any reinvestment period as contemplated above), Borrower shall reduce ratably the Revolving Loan Commitments by an amount equal to the amount of the Net Proceeds received in respect of such Asset Disposition that would otherwise have been required to be applied to the prepayment, redemption or other repurchase of the Senior Secured Notes, such Subordinated Indebtedness or such other Indebtedness.

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 Upon receipt by Holdings the Borrower or any Subsidiary of its Subsidiaries the Borrower of any Net Cash Proceeds in respect of any Asset Disposition occurring after the Closing Date, (other than i) the Borrower or any Asset Disposition consisting Subsidiary of the saleBorrower may, 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 may cause its Subsidiaries may reinvest such to, apply the Net Cash Proceeds of such Asset Dispositions, within three hundred sixty five Disposition to acquire assets or properties or other reinvestments in the businesses of the Borrower and (365ii) days of receipt thereof (or, if the Borrower or any of its Subsidiaries enters into a contract to reinvest such Net Proceeds within three hundred sixty five (365) days Subsidiary of the receipt thereof, within one hundred eighty Borrower shall apply any Net Cash Proceeds remaining after application pursuant to clause (180i) days above to prepay (x) the term loans outstanding under the Senior Credit Facility or (y) revolving loans outstanding under the Senior Credit Facility; provided that -------- the commitment thereunder is permanently reduced to the extent of the date prepayment. Concurrently with the consummation of such contract)an Asset Disposition, 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 deliver to the Revolving Credit Advances pro rata in Agent an amount equal to such remaining Officer's Certificate demonstrating the derivation of Net Cash Proceeds from the gross sales price of such Asset Disposition. Such prepayments To the extent not used as above, the Borrower shall, or shall be applied in accordance cause its Subsidiaries to, prepay the Floating Rate Loans with Section 1.5(d). the Net Cash Proceeds received from any Asset Disposition on a date not later than the Business Day next succeeding (Ci) Notwithstanding anything the third Business day after the receipt thereof if such date of receipt is on or prior to the contrary in the immediately preceding clauses (A) Conversion Date and (B), in ii) the event that any Credit Party would otherwise be required to prepay, redeem or otherwise repurchase 180th day after the Senior Secured Notes, any Subordinated Indebtedness or any other Indebtedness (other than purchase money Indebtedness or Capital Leases permitted under Section 3.1(e) but only consummation of such Asset Disposition if and to the extent that such Indebtedness is secured Net Cash Proceeds are not applied by a Lien on the Borrower or any Subsidiary of the Borrower within 180 days to acquire assets or property subject properties or other reinvestments in the businesses of the relevant Asset Disposition) with Borrower if such date of receipt is after the Net Proceeds of Conversion Date; provided that at such time as -------- the Term Loan bears interest at the Fixed Rate, any such Asset Disposition (whether before or after giving effect Net Cash Proceeds not so applied to any reinvestment period as contemplated above), Borrower prepay the Floating Rate Loans shall reduce ratably be used to make an offer to purchase the Revolving Loan Commitments by an Fixed Rate Loans from each Lender on a pro rata basis --- ---- at 100% of the principal amount equal thereof plus accrued and unpaid interest thereon to the amount date of the Net Proceeds received in respect of such Asset Disposition that would otherwise have been required to be applied to the prepayment, redemption or other repurchase of the Senior Secured Notes, such Subordinated Indebtedness or such other Indebtednessrepurchase.

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 Immediately upon receipt by Holdings or any of its Subsidiaries of any Net Proceeds in respect of any from an Asset Disposition (other than any Asset Disposition consisting of the or sale, lease or rental of Rental Fleet and Equipment -leaseback transaction in good faith to customers for fair value in the ordinary course of business) either case in excess of $1,000,000, individually 2,000,000 for any single transaction or in the aggregate, series of related transactions 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 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 extent that Scheduled Installments of principal within each of the Initial Term Loan and any such reduction would result Series of New Term Loans) until the Term Loans are paid in full, and second to reduce the outstanding principal balance of the Revolving Loan exceeding Loans, with concurrent permanent reduction of the maximum amount of Revolving Loan permitted to be outstanding, determined based upon Commitment if an Event of Default has occurred and is continuing at 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), time of such prepayments. Notwithstanding the foregoing so long as applicable. (B) Notwithstanding anything to no Event of Default exists at the contrary in the immediately preceding clause (A)time of receipt of such Net Proceeds, Borrower or its Subsidiaries any Subsidiary may reinvest such all remaining Net Proceeds of such an Asset Dispositions, within three hundred sixty five (365) days of receipt thereof (or, if Borrower Disposition 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, sale-leaseback transaction within one hundred eighty (180) days (or in the case of Net Proceeds received in respect of the date loss, damage, destruction, casualty or condemnation of such contract)any assets of Borrower or its Subsidiaries, two hundred seventy (270) days) in productive replacement fixed assets of a kind then used or usable in the business of Borrower or such its Subsidiaries. If Borrower or such Subsidiary does not intend to so reinvest such Net Proceeds or if the applicable 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 assetsProceeds, Borrower shall prepay the Revolving Credit Advances pro rata Loans in an amount equal to such remaining Net Proceeds of such Asset Disposition. Such prepayments shall be applied first to prepay the Term Loans on a pro rata basis in accordance with Section 1.5(d). the respective outstanding principal amounts thereof (C) Notwithstanding anything and shall be further applied on a pro rata basis 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, any Subordinated Indebtedness or any other Indebtedness (other than purchase money Indebtedness or Capital Leases permitted under Section 3.1(e) but only to the extent that such Indebtedness is secured by a Lien on the assets or property subject Scheduled Installments of principal within each of the relevant Asset DispositionInitial 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 the Net Proceeds concurrent permanent reduction of any such Asset Disposition (whether before or after giving effect to any reinvestment period as contemplated above), Borrower shall reduce ratably the Revolving Loan Commitments by Commitment if an amount equal to Event of Default has occurred and is continuing at the amount of the Net Proceeds received in respect time of such Asset Disposition that would otherwise have been required to be applied to the prepayment, redemption or other repurchase of the Senior Secured Notes, such Subordinated Indebtedness or such other Indebtednessprepayments.

Prepayments from Asset Dispositions. (A) Except as otherwise provided in Section 1.5(e) hereof with respect to insurance and condemnation proceeds and subject Subject to the reinvestment rights specified in clause (B) below, immediately upon within five (5) Business Days of receipt by Holdings or any of its Subsidiaries of any Net Proceeds in respect of any Asset Disposition Disposition(s) pursuant to Sections 3.7(b)(ii), (other than any Asset Disposition consisting of the salec), lease or rental of Rental Fleet (d) and Equipment in good faith to customers for fair value in the ordinary course of business(g) in excess of $1,000,00010,000,000, individually or in the aggregate, during any Fiscal Year, Borrower Borrowers 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 Loans (including, without duplication, Swingline Loans and Letter of Credit Obligations) exceeding the maximum amount of Revolving Loan permitted to be outstandingBorrowing Base, in effect at such time, determined based upon the most recent Borrowing Base Certificate delivered (or required to be delivered) by Parent 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), Parent 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 Parent 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 Parent Borrower or such Subsidiaries. If Parent 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 Parent Borrower or such Subsidiary having reinvested (or entered into a contract to reinvest) such Net Proceeds in such productive replacement assets, Borrower Borrowers 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, any Subordinated Indebtedness or any other Indebtedness (other than purchase money Indebtedness or Capital Leases permitted under Section 3.1(e) but only to the extent that such Indebtedness is secured by a Lien on the assets or property subject of the relevant Asset Disposition) with the Net Proceeds of any such Asset Disposition (whether before or after giving effect to any reinvestment period as contemplated above), Borrower shall reduce ratably the Revolving Loan Commitments by an amount equal to the amount of the Net Proceeds received in respect of such Asset Disposition that would otherwise have been required to be applied to the prepayment, redemption or other repurchase of the Senior Secured Notes, such Subordinated Indebtedness or such other Indebtedness.

Prepayments from Asset Dispositions. (A) Except as otherwise provided in Section 1.5(e) hereof with respect to insurance and condemnation Borrower shall immediately use the proceeds and subject to the reinvestment rights specified in clause (B) below, immediately upon receipt by Holdings or any from sales 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 inventory in the ordinary course of business) in excess business and any payments received with respect to accounts receivable to immediately repay Revolving Loans. Immediately upon receipt of $1,000,000, individually or in the aggregate, during any Fiscal YearNet Proceeds, Borrower shall repay the Revolving Credit Advances (without reduction outstanding principal balance of the Revolving Loan Commitment) Loans 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 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 not required to be delivered) by Borrower to Agent pursuant to Section 3.7 or Section 4.1(d), so prepay Revolving Loans as applicable. (B) Notwithstanding anything to the contrary in the immediately preceding clause (A)provided above, Borrower or its Subsidiaries may may, upon prior written notice to Agent, reinvest such any remaining Net Proceeds of such Asset Dispositions, within three hundred sixty five ninety (36590) 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)days, in productive replacement assets of a kind then used or usable in the business of Borrower; provided, that, if Borrower or such Subsidiaries. If Borrower or such Subsidiary does not intend to so reinvest any such remaining Net Proceeds Proceeds, or if the applicable ninety (90) day period set forth in the immediately preceding sentence expires without Borrower or such Subsidiary having reinvested (or entered into a contract to reinvest) any such remaining Net Proceeds in such productive replacement assetsProceeds, Borrower shall prepay the Revolving Credit Advances pro rata Loans in an the amount equal thereof, such prepayments to such remaining Net Proceeds be applied as provided in subsection 1.5(E); provided, that, notwithstanding the foregoing or any provision of subsection 1.5(E) to the contrary, from and after the Amendment No. 6 Date, the first $10,000,000 of such Asset Disposition. Such prepayments shall in any event be applied in accordance (1) with Section 1.5(d). (C) Notwithstanding anything respect to the contrary in first $2,000,000 of such prepayments, to prepay the immediately preceding clauses Revolving Loans or Acquisitions Loans (Aas determined by the Borrower) and (B), in the event that any Credit Party would otherwise be required to prepay, redeem or otherwise repurchase the Senior Secured Notes, any Subordinated Indebtedness or any other Indebtedness (other than purchase money Indebtedness or Capital Leases permitted under Section 3.1(e2) but only with respect to the extent that next $8,000,000 in such Indebtedness is secured prepayments, up to fifty percent (50%) (as determined by a Lien on the assets or property subject Borrower) to prepay the Revolving Loans (and, at the option of Borrower, the relevant Asset Disposition) with Revolving Loan Commitment may be reduced by the Net Proceeds amount of any such Asset Disposition (whether before or after giving effect prepayment) and the remainder to any reinvestment period as contemplated above), Borrower shall reduce ratably prepay the Revolving Loan Commitments by an amount equal to the amount of the Net Proceeds received in respect of such Asset Disposition that would otherwise have been required to be applied to the prepayment, redemption or other repurchase of the Senior Secured Notes, such Subordinated Indebtedness or such other IndebtednessAcquisition Loans.

Prepayments from Asset Dispositions. (Ai) 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 Within 2 Business Days of receipt by Holdings the Borrower or any of its Subsidiaries of any the Net Proceeds in respect of any Asset Disposition (other than any Asset Disposition consisting of the salesale of the Borrower's narrow fabrics business, 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 apply the Net Proceeds to the outstanding balance of the Revolving Credit Advances (without reduction Loans. Within 5 Business Days of the Revolving date of the Borrower's or any Subsidiary's receipt of the Net Proceeds from such sale, the Borrower shall make a prepayment of principal on the Term Loan Commitment) by in an amount equal to 110% of the amount loaned to the Borrower under the Term Loan with respect to the fixed assets subject to such sale, which Term Loan prepayment shall be advanced by the Agent as a Revolving Credit Loan. In the event a Contingent Liability Reserve was deducted from the sale proceeds in order to calculate Net Proceeds, the amount of any reduction in such Contingent Liability Reserve shall be reserved against the Borrowing Base attributable to by the Asset Disposition giving rise to Agent until such Net Proceeds to time as the extent that any such reduction would result in the outstanding principal balance of the Revolving Loan exceeding the maximum actual 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 applicableliability is determined. (Bii) 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 Within 2 Business Days of receipt thereof (or, if by the Borrower or any of its Subsidiaries enters into a contract to reinvest such of the Net Proceeds within three hundred sixty five of any other permitted Asset Disposition (365) days including the disposition of plant and equipment held for disposal as of the receipt thereofAgreement Date and the disposition of the Borrower's hosiery plant located in Robbins, within one hundred eighty (180) days North Carolina), the Borrower shall apply the Net Proceeds to the outstanding balance of the Revolving Credit Loans. Within 5 Business Days of the date of the Borrower's or any Subsidiary's receipt of the Net Proceeds from such contractsale, if such sale was of assets other than Equipment, or within 15 Business Days of the end of the fiscal month in which such Equipment was sold, if such sale was of Equipment, the Borrower shall make a prepayment of principal on the Term Loan in an amount equal to 80% of the Net Proceeds from such Asset Disposition or, if greater, the amount originally loaned to the Borrower under the Term Loan with respect to the disposed assets, which Term Loan prepayment shall be advanced by the Agent as a Revolving Credit Loan; provided no such repayment of the Revolving Credit Loan or prepayment of the Term Loan shall be required with respect to Net Proceeds not in excess of $250,000 during any fiscal year from permitted Asset Dispositions (other than the sale of Borrower's narrow fabrics business, the disposition of plant and equipment held for disposal as of the Agreement Date, and the disposition of the Borrower's hosiery plant located in Robbins, North Carolina). In the event a Contingent Liability Reserve was deducted from the sale proceeds in order to calculate Net Proceeds, the amount of such Contingent Liability Reserve shall be reserved against the Borrowing Base by the Agent until such time as the actual amount of liability is determined. (iii) Notwithstanding the foregoing, if the Borrower reasonably expects the Net Proceeds of any permitted Asset Disposition (other than the sale of Borrower's narrow fabrics business, the disposition of plant and equipment held for disposal as of the Agreement Date, and the disposition of the Borrower's hosiery plant located in Robbins, North Carolina) to be reinvested within six months in productive replacement assets of a kind then used or usable useable in the business of the Borrower or and that are not subject to any Lien other than Permitted Liens (other than Purchase Money Liens) and Liens in favor of the Agent, for the benefit of the Secured Creditors, then (A) to the extent such Subsidiariesproceeds do not exceed the balance from time to time of the Revolving Credit Loans, such proceeds shall be applied to the repayment of the outstanding balance of the Revolving Credit Loans and the Agent shall, until such time as the reinvestment of such proceeds, establish a reserve against the Borrowing Base in the amount of the proceeds so applied, and (B)<0- 95>to the extent such proceeds exceed the balance from time to time of the Revolving Credit Loans, the Borrower shall deposit such proceeds with the Agent to be held as Cash Collateral in which the Agent, for the ratable benefit of the Secured Creditors, shall have a first priority security interest. If Borrower or such Subsidiary does not intend to so reinvest Upon the Borrower's reinvestment of such Net Proceeds or if as described above, 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 Agent shall release its security interest in such productive replacement assetsCash Collateral in respect of the reinvested funds and shall eliminate the reserve against the Borrowing Base. To the extent that the Borrower fails to reinvest such proceeds within six months as provided above, the Borrower shall prepay authorizes and directs the Agent to eliminate such reserve, to apply the amount of the Cash Collateral in respect of the unreinvested amount to the prepayment of the Term Loan to the extent required under clause (ii) above, to make Revolving Credit Advances pro rata Loans in an amount equal to such remaining Net Proceeds the reserved amount that is not reinvested, and to apply the proceeds of such Asset Disposition. Such prepayments shall be applied in accordance with Section 1.5(d)Revolving Credit Loans to the prepayment of the Term Loan to the extent required under clause (ii) above. (Civ) Notwithstanding anything Concurrently with the making of any prepayment under this clause (a) or the disposition of any assets under clause (iii) above, the Borrower shall deliver 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, any Subordinated Indebtedness or any other Indebtedness (other than purchase money Indebtedness or Capital Leases permitted under Section 3.1(e) but only to the extent that such Indebtedness is secured by Agent a Lien on the assets or property subject certificate of the relevant Asset Disposition) with Financial Officer demonstrating the Net Proceeds calculations of any such Asset Disposition (whether before or after giving effect to any reinvestment period as contemplated above), Borrower shall reduce ratably the Revolving Loan Commitments by an amount equal to the amount of the Net Proceeds received in respect of such Asset Disposition that would otherwise have been required to be prepaid or, as the case may be, applied to the prepayment, redemption Revolving Credit Loans or other repurchase of the Senior Secured Notes, such Subordinated Indebtedness or such other Indebtednessdeposited as Cash Collateral.

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 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 saleProceeds, 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 Borrowers 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. Except as provided in the foregoing sentence, 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 extent Borrowers have received less than $750,000 in the immediately preceding clause (A)applicable Fiscal Year, Borrowers may retain such Net Proceeds. To the extent Borrower have received Net Proceeds in excess of $750,000 during the applicable Fiscal Year, Borrowers or its their Subsidiaries may reinvest such all remaining 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), Disposition in productive replacement fixed assets of a kind then used or usable in the business of Borrower or Borrowers; provided, Borrowers must have contracted to reinvest such Subsidiariesfunds within ninety (90) days and must have reinvested such funds within one hundred eighty (180) days. If Borrower or such Subsidiary does Borrowers do not intend to so reinvest such Net Proceeds or if the a period set forth in the immediately preceding sentence expires without Borrower Borrowers having contracted to reinvest or such Subsidiary having reinvested (or entered into a contract to reinvest) such Net Proceeds in such productive replacement assetsProceeds, Borrower as applicable, Borrowers shall prepay the Revolving Credit Advances pro rata Term Loans in an amount equal to such remaining Net Proceeds of such Asset Disposition. Such prepayments The payments shall be applied in accordance with Section 1.5(d1.5(e). (C) Notwithstanding anything to . A reserve shall be established against the contrary Borrowing Base 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, any Subordinated Indebtedness or any other Indebtedness (other than purchase money Indebtedness or Capital Leases permitted under Section 3.1(e) but only to the extent that such Indebtedness is secured by a Lien on the assets or property subject of the relevant Asset Disposition) with the Net Proceeds amount of any such Asset Disposition (whether before or after giving effect to any reinvestment period as contemplated above), Borrower shall reduce ratably the Revolving Loan Commitments by an amount equal to the amount of the Net Proceeds received in respect of that Borrowers intend to reinvest until such Asset Disposition that would otherwise have been required to be Net Proceeds are reinvested or are applied to repay the prepayment, redemption or other repurchase of the Senior Secured Notes, such Subordinated Indebtedness or such other IndebtednessTerm Loans.

Prepayments from Asset Dispositions. (A) Except as otherwise provided in Section 1.5(e) hereof with respect to insurance and condemnation proceeds and subject Subject to the reinvestment rights specified in clause (B) below, immediately upon within five (5) Business Days of receipt by Holdings or any of its Subsidiaries of any Net Proceeds in respect of any Asset Disposition Disposition(s) pursuant to Sections 3.7(b)(ii), (other than any Asset Disposition consisting of the sale, lease or rental of Rental Fleet d) and Equipment in good faith to customers for fair value in the ordinary course of business(g)(ii) in excess of $1,000,0005,000,000, individually or in the aggregate, during any Fiscal Year, Borrower Borrowers 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 Loans (including, without duplication, Swing Line Loans and Letter of Credit Obligations) exceeding the maximum amount of Revolving Loan permitted to be outstandingBorrowing Base, in effect at such time, determined based upon the most recent Borrowing Base Certificate delivered (or required to be delivered) by Parent Borrower to Agent pursuant to Section 3.7 or Section 4.1(d4.1(e), as applicable. (B) Notwithstanding anything to the contrary in the immediately preceding clause (A), so long as no Event of Default is continuing Parent 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 Parent Borrower or such Subsidiaries. If Parent 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 Parent Borrower or such Subsidiary having reinvested (or entered into a contract to reinvest) such Net Proceeds in such productive replacement assets, Borrower Borrowers shall prepay the Revolving Credit Advances pro rata in an amount equal to such remaining Net Proceeds of such Asset Disposition; provided, that if any portion of such Net Proceeds are not so reinvested within such 365-day period but within such 365-day period are contractually committed pursuant to a legally binding agreement to be reinvested, then such Net Proceeds shall only be used to prepay Revolving Credit Advances upon the termination of such contract without the use of such Net Proceeds. 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, any Subordinated Indebtedness or any other Indebtedness (other than purchase money Indebtedness or Capital Leases permitted under Section 3.1(e) but only to the extent that such Indebtedness is secured by a Lien on the assets or property subject of the relevant Asset Disposition) with the Net Proceeds of any such Asset Disposition (whether before or after giving effect to any reinvestment period as contemplated above), Borrower shall reduce ratably the Revolving Loan Commitments by an amount equal to the amount of the Net Proceeds received in respect of such Asset Disposition that would otherwise have been required to be applied to the prepayment, redemption or other repurchase of the Senior Secured Notes, such Subordinated Indebtedness or such other Indebtedness.