Common use of Prepayments from Extraordinary Dispositions Clause in Contracts

Prepayments from Extraordinary Dispositions. Immediately upon receipt by a Borrower of Net Proceeds, resulting from an Extraordinary Disposition other than the issuance of Equity Interests, Borrowers shall prepay the Loans in an amount equal to the total Net Proceeds then subject to this subsection in accordance with subsection 2.6(k). Notwithstanding the foregoing, in the event that a Borrower (1) has an accrued tax liability with respect to such an Extraordinary Disposition or (2) reasonably expects the proceeds of such Extraordinary Disposition to be (i) reinvested within six (6) months of the receipt thereof in productive assets of a kind then used or useable in the business of Holdings and its Subsidiaries, or (ii) in the case of insurance and condemnation proceeds, utilized within six (6) months of the receipt thereof (or such longer period as the Agent may agree to, such agreement not to be unreasonably withheld if the Borrower has timely begun and is diligently pursuing the rebuilding or repair in question but reasonably expects that such rebuilding or repair will not be completed within such six (6) month period) to repair the loss or damage to or otherwise rebuild the assets in respect of which the proceeds were paid, then Borrowers shall deliver such proceeds or portion thereof to Agent to be held by Agent in a cash collateral account. Upon Borrowers' request, Agent and Lenders shall release such proceeds to Borrowers for payment of the accrued tax liability or for reinvestment, repair or rebuilding. In the event such Borrower (1) is not required to pay all or any portion of the accrued tax liability or (2) fails to reinvest such proceeds or utilize them for repair or rebuilding within six (6) months of the receipt thereof (or such longer period that may be agreed to pursuant to this subsection 2.6(e)), Borrowers authorize and direct Agent and Lenders to apply such amount as a prepayment of the Loans to be applied in accordance with subsection 2.6(k).

Prepayments from Extraordinary Dispositions. Immediately upon receipt by a Borrower of Net Proceeds, resulting from an Extraordinary Disposition other than the issuance of Equity Interests, Borrowers Borrower shall prepay the Loans in an amount equal to the total Net Proceeds then subject to this subsection in accordance with subsection 2.6(k). Notwithstanding the foregoing, in the event that a Borrower (1) has an accrued tax liability with respect to such an Extraordinary Disposition or (2) reasonably expects the proceeds of such Extraordinary Disposition to be (i) i0 reinvested within six (6) months 270 days of the receipt thereof in productive assets of a kind then used or useable in the business of Holdings Borrower and its Subsidiaries, or (ii) in the case of insurance and condemnation proceeds, utilized within six (6) months 270 days of the receipt thereof (or such longer period as the Agent may agree to, such agreement not to be unreasonably withheld if the Borrower has timely begun and is diligently pursuing the rebuilding or repair in question but reasonably expects that such rebuilding or repair will not be completed within such six (6) month 270 day period) to repair the loss or damage to or otherwise rebuild the assets in respect of which the proceeds were paid, then Borrowers Borrower shall deliver such proceeds or portion thereof to Agent to be held by Agent in a cash collateral account. Upon Borrowers' Borrower's request, Agent and Lenders shall release such proceeds to Borrowers Borrower for payment of the accrued tax liability or for reinvestment, repair or rebuilding. In the event such Borrower (1) is not required to pay all or any portion of the accrued tax liability or (2) fails to reinvest such proceeds or utilize them for repair or rebuilding within six (6) months 270 days of the receipt thereof (or such longer period that may be agreed to pursuant to this subsection 2.6(e2.6(c)), Borrowers authorize and direct . Any such proceeds of Extraordinary Dispositions which are not disbursed by the Agent and Lenders to apply such amount as for the purpose of purchasing replacement properties shall reduce the Credit Commitment on a prepayment of the Loans to be applied in accordance with subsection 2.6(k)dollar for dollar basis.

Prepayments from Extraordinary Dispositions. Immediately upon receipt by a any Borrower of Net Proceeds, resulting from an Extraordinary Disposition other than the issuance of Equity Interests, Borrowers such Borrower shall prepay (or shall cause Borrowers to prepay) the Loans in an amount equal to the total Net Proceeds then subject to this subsection Section 2.6(c) in accordance with subsection 2.6(k)Section 2.6(g) provided that no prepayment shall be required pursuant to this sentence with respect to (a) any sale, lease, assignment, transfer or other disposition of any property to any Borrower or Subsidiary of any Borrower, (b) the sale of Specified Dispositions, (c) any sale of the San Diego Property (or the rights of Holdings in the San Diego Property Acquisition Agreement) which is promptly followed with a leaseback of the San Diego Property, if permitted by Section 8.12 herein or (d) such Net Proceeds that constitute 10% or less of the Consolidated Current Assets immediately after such Extraordinary Disposition. Notwithstanding the foregoing, in the event that a Borrower (1) has an accrued tax liability with respect to such an Extraordinary Disposition (other than those described in clauses (a) through (d) of this Section) or (2) reasonably expects the proceeds of such Extraordinary Disposition (other than those described in clauses (a) through (d) of this Section) to be (i) reinvested within six twelve (612) months of the receipt thereof in productive assets of a kind then used or useable in the business of Holdings and its Subsidiariessuch Borrower or a Subsidiary of such Borrower, or (ii) in the case of insurance and condemnation proceeds, utilized within six twelve (612) months of the receipt thereof (or such longer period as the Agent may agree to, such agreement not to be unreasonably withheld if the such Borrower has timely begun and is diligently pursuing the rebuilding or repair in question but reasonably expects that such rebuilding or repair will not be completed within such six twelve (612) month period) to repair the loss or damage to or otherwise rebuild the assets in respect of which the proceeds were paid, then Borrowers Holdings shall deliver (or shall cause Borrowers to deliver) such proceeds or portion thereof to Agent to be held by Agent in a cash collateral accountaccount bearing interest payable to such Borrower at a rate per annum (meaning three hundred sixty (360) days) equal to the interest rate paid by Agent on overnight funds. Upon Borrowers' such Borrower's request, Agent and Lenders shall release such proceeds to Borrowers such Borrower for payment of the accrued tax liability or for reinvestment, repair or rebuilding. In the event such Borrower (1) is not required to pay all or any portion of the accrued tax liability or (2) fails to reinvest such proceeds or utilize them for repair or rebuilding within six twelve (612) months of the receipt thereof (or such longer period that may be agreed to pursuant to this subsection 2.6(e)Section 2.6(c), Borrowers authorize each Borrower authorizes and direct directs Agent and Lenders to apply such amount as a prepayment of the Loans to be applied in accordance with subsection 2.6(kSection 2.6(g).

Prepayments from Extraordinary Dispositions. Immediately upon receipt by a Borrower Borrowers of Net Proceeds, resulting from an Extraordinary Disposition other than the issuance of Equity Interests, Borrowers shall prepay the Loans in an amount equal to the total Net Proceeds then subject to this subsection Section 2.7(c) in accordance with subsection 2.6(kSection 2.8(b). Notwithstanding the foregoing, in the event that a Borrower (1) has an accrued tax liability with respect to such an Extraordinary Disposition or (2) reasonably expects the proceeds of such Extraordinary Disposition to be (i) reinvested within six (6) months of the receipt thereof in productive assets of a kind then used or useable in the business of Holdings and its Subsidiariessuch Borrower or a Subsidiary of such Borrower, or (ii) in the case of insurance and condemnation proceeds, utilized within six (6) months of the receipt thereof (or such longer period as the Agent may agree to, such agreement not to be unreasonably withheld if the such Borrower has timely begun and is diligently pursuing the rebuilding or repair in question but reasonably expects that such rebuilding or repair will not be completed within such six (6) month period) to repair the loss or damage to or otherwise rebuild the assets in respect of which the proceeds were paid, then Borrowers then, subject to the terms of the lease, such Borrower shall deliver such proceeds or portion thereof to Agent to be held by Agent in a cash collateral accountaccount bearing interest payable to such Borrower at a rate per annum (meaning three hundred sixty (360) days) equal to (i) 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 Credit Loan and (ii) the Federal Funds Rate for any amount in excess of the balance of the Revolving Credit Loan. Upon Borrowers' such Borrower's request, Agent and Lenders shall release such proceeds to Borrowers such Borrower for payment of the accrued tax liability or for reinvestment, repair or rebuilding. In the event such Borrower (1) is not required to pay all or any portion of the accrued tax liability or (2) fails to reinvest such proceeds or utilize them for repair or rebuilding within six (6) months of the receipt thereof (or such longer period that may be agreed to pursuant to this subsection 2.6(e)Section 2.7(c), Borrowers authorize each Borrower authorizes and direct directs Agent and Lenders to apply such amount as a prepayment of the Loans to be applied in accordance with subsection 2.6(kSection 2.8(b).

Prepayments from Extraordinary Dispositions. Immediately upon receipt by a Borrower of Net Proceeds, resulting from an Extraordinary Disposition other than the issuance of Equity Interests, Borrowers Borrower shall prepay the Loans in an amount equal to the total such Net Proceeds then subject to this subsection for application in accordance with subsection 2.6(kSection 2.8(e). Notwithstanding the foregoing, in the event that a if Borrower (1i) has an accrued tax liability with respect to such an Extraordinary Disposition or (2ii) reasonably expects the proceeds of such Extraordinary Disposition Net Proceeds, or portion thereof, to be (i1) reinvested within six (6) months of the receipt thereof in productive assets of a kind then used or useable in the business of Holdings Borrower and its Subsidiaries, or (ii2) in the case of Net Proceeds consisting of insurance and condemnation proceeds, utilized within six (6) months of the receipt thereof (or such longer period as the Agent may agree to, such agreement not to be unreasonably withheld if the Borrower has timely begun and is diligently pursuing the rebuilding or repair in question but reasonably expects that such rebuilding or repair will not be completed within such six (6) month period) to repair the loss or damage to or otherwise rebuild the assets in respect of which the proceeds Net Proceeds were paid, then Borrowers Borrower shall deliver the Net Proceeds, up to such proceeds or portion thereof amount, to Agent to be held by Agent in a cash collateral accountthe Agent Cash Collateral Account. Interest will accrue on funds in the Agent Cash Collateral Account at the rate from time to time in effect on Agent’s standard time deposit savings accounts in accordance with Agent’s standard account agreement terms and policies. Upon Borrowers' Borrower’s request, Agent and Lenders shall release such proceeds Net Proceeds held by Agent to Borrowers Borrower for payment of the accrued tax liability or for reinvestment, repair or rebuildingrebuilding so long as no Default has occurred and is continuing. In the event such If Borrower (1) is not required to pay all or any portion of the accrued tax liability or (2) fails to reinvest such proceeds Net Proceeds or utilize them for repair or rebuilding within six (6) months of the receipt thereof (or such longer period that may be agreed to pursuant to this subsection 2.6(eSection 2.8(c)), Borrowers authorize Borrower authorizes and direct directs Agent and Lenders to apply such amount in the Agent Cash Collateral Account as a prepayment of the Loans to be applied in accordance with subsection 2.6(kSection 2.8(e).

Prepayments from Extraordinary Dispositions. Immediately upon receipt by a Borrower of Net Proceeds, resulting from an Extraordinary Disposition other than the issuance of Equity Interests, Borrowers shall prepay the Loans in an amount equal to the total Net Proceeds then subject to this subsection in accordance with subsection 2.6(k2.6(j). Notwithstanding the foregoing, in the event that a Borrower (1) has an accrued tax liability with respect to such an Extraordinary Disposition or (2) reasonably expects the proceeds of such Extraordinary Disposition to be (i) reinvested within six (6) months of the receipt thereof in productive assets of a kind then used or useable in the business of Holdings and its Subsidiaries, or (ii) in the case of insurance and condemnation proceeds, utilized within six (6) months of the receipt thereof (or such longer period as the Agent may agree to, such agreement not to be unreasonably withheld if the Borrower has timely begun and is diligently pursuing the rebuilding or repair in question but reasonably expects that such rebuilding or repair will not be completed within such six (6) month period) to repair the loss or damage to or otherwise rebuild the assets in respect of which the proceeds were paid, then Borrowers shall deliver such proceeds or portion thereof to Agent to be held by Agent in a cash collateral account. Upon Borrowers' request, Agent and Lenders shall release such proceeds to Borrowers for payment of the accrued tax liability or for reinvestment, repair or rebuilding. In the event such Borrower (1) is not required to pay all or any portion of the accrued tax liability or (2) fails to reinvest such proceeds or utilize them for repair or rebuilding within six (6) months of the receipt thereof (or such longer period that may be agreed to pursuant to this subsection 2.6(e2.6(j)), Borrowers authorize and direct Agent and Lenders to apply such amount as a prepayment of the Loans to be applied in accordance with subsection 2.6(k2.6(j).