Common use of Prepayments from Net Asset Sale Clause in Contracts

Prepayments from Net Asset Sale. Proceeds Subject to Section 6.7(d), no later than the third Business Day following the date of receipt by Parent, Company or any Subsidiary Guarantor of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) subject to subsection (2) below, prepay the Loans in an aggregate amount equal to 100% of such Net Asset Sale Proceeds or (2), so long as no Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Restricted Subsidiary intends to reinvest in assets of the general type used in the business of Company and its Restricted Subsidiaries within 365 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds; and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Restricted Subsidiaries to apply such portion to such reinvestment purposes within such 365 day period; provided that, if the aggregate amount of Net Asset Sale Proceeds received after the Effective Date exceeds $75,000,000 during any Fiscal Year or $200,000,000 cumulatively during the term of the Loans, such excess amount shall be used to prepay the Loans in an aggregate amount equal to 100% of such excess amount; provided further that, if the Company or its Restricted Subsidiaries reinvest the Net Asset Sale Proceeds in the equity interests of any Person, the Lenders shall receive a first lien security interest in the underlying assets of such Person; provided further that, any Real Property Asset acquired in connection with any such reinvestment shall be deemed to be Material Real Property or Material Leasehold Property, as applicable, and shall be subject to the requirements set forth in Section 5.10. In addition, Company shall, no later than 365 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans in the full amount of all such unapplied and un-reinvested Net Asset Sale Proceeds unless on or prior to such date Company has entered into a committed written agreement for the application or reinvestment of such Net Asset Sale Proceeds. Company shall, within 180 days after the end of such 365 day period, make an additional prepayment of the Loans in the full amount of any such Net Asset Sale Proceeds that have not been applied or reinvested within such 180 day period. Notwithstanding the foregoing, in no event shall Company be required to prepay the Loans under this clause (A) in any Fiscal Year unless the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds received in such Fiscal Year exceeds $20,000,000.

Prepayments from Net Asset Sale. Proceeds Subject to Section 6.7(d)) and the Subordination Agreement, no later than the third Business Day following the date of receipt by ParentHoldings, Company or any Subsidiary Guarantor of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) subject to subsection (2) below, prepay the Loans Restated Notes in an aggregate amount equal to 100% of such Net Asset Sale Proceeds or (2), so long as no Event of Default shall have occurred and be continuing, deliver to Administrative Agent Purchasers (or Senior Agent, if any Senior Loans are outstanding) an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Restricted Subsidiary intends to reinvest in assets of the general type used in the business of Company and its Restricted Subsidiaries within 365 270 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds; and such other information with respect to such reinvestment as Administrative Agent Purchasers may reasonably request, and Company shall, or shall cause one or more of its Restricted Subsidiaries to apply such portion to such reinvestment purposes within such 365 270 day period; provided that, if the aggregate amount of Net Asset Sale Proceeds received after the Effective Date exceeds $75,000,000 during any Fiscal Year or $200,000,000 cumulatively during the term of the Loans, such excess amount shall be used to prepay the Loans in an aggregate amount equal to 100% of such excess amount; provided further that, if the Company or its Restricted Subsidiaries reinvest the Net Asset Sale Proceeds in the equity interests of any Person, the Lenders shall receive a first lien security interest in the underlying assets of such Person; provided further that, any Real Property Asset acquired in connection with any such reinvestment shall be deemed to be Material Real Property or Material Leasehold Property, as applicable, and shall be . In addition (subject to the requirements set forth in Section 5.10. In additionSubordination Agreement), Company shall, no later than 365 270 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans Restated Notes in the full amount of all such unapplied and un-reinvested Net Asset Sale Proceeds unless on or prior to such date Company has entered into a committed written agreement for the application or reinvestment of such Net Asset Sale Proceeds. Company shallshall (subject to the Subordination Agreement), within 180 90 days after the end of such 365 270 day period, make an additional prepayment of the Loans Restated Notes in the full amount of any such Net Asset Sale Proceeds that have not been applied or reinvested within such 180 90 day period. Notwithstanding the foregoing, in no event shall Company be required to prepay the Loans under this clause (A) in any Fiscal Year unless the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds received in such Fiscal Year exceeds $20,000,000.

Prepayments from Net Asset Sale. Proceeds Subject to Section 6.7(d)) and the Intercreditor Agreement, no later than the third Business Day following the date of receipt by Parent, Company or any Subsidiary Guarantor of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) subject to subsection (2) below, prepay the Loans in an aggregate amount equal to 100% of such Net Asset Sale Proceeds or (2), so long as no Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Restricted Subsidiary intends to reinvest in assets of the general type used in the business of Company and its Restricted Subsidiaries within 365 270 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds; and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Restricted Subsidiaries to apply such portion to such reinvestment purposes within such 365 270 day period; provided that, if the aggregate amount of Net Asset Sale Proceeds received after the Effective Date exceeds $75,000,000 during any Fiscal Year or $200,000,000 cumulatively during the term of the Loans, such excess amount shall be used to prepay the Loans in an aggregate amount equal to 100% of such excess amount; provided further that, if the Company or its Restricted Subsidiaries reinvest the Net Asset Sale Proceeds in the equity interests of any Person, the Lenders shall receive a first lien security interest in the underlying assets of such Person; provided further that, any Real Property Asset acquired in connection with any such reinvestment shall be deemed to be Material Real Property or Material Leasehold Property, as applicable, and shall be subject to the requirements set forth in Section 5.10. In addition, Company shall, no later than 365 270 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans in the full amount of all such unapplied and un-reinvested Net Asset Sale Proceeds unless on or prior to such date Company has entered into a committed written agreement for the application or reinvestment of such Net Asset Sale Proceeds. Company shall, within 180 90 days after the end of such 365 270 day period, make an additional prepayment of the Loans in the full amount of any such Net Asset Sale Proceeds that have not been applied or reinvested within such 180 90 day period. Notwithstanding the foregoing, in no event shall Company be required to prepay the Loans under this clause (A) in any Fiscal Year unless the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds received in such Fiscal Year exceeds $20,000,000.

Prepayments from Net Asset Sale. Proceeds Subject to Section 6.7(d), no later than the third Business Day following the date of receipt by Parent, Company or any Subsidiary Guarantor of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) subject to subsection (2) below, prepay the Loans in an aggregate amount equal to 100% of such Net Asset Sale Proceeds or (2), so long as no Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Restricted Subsidiary intends to reinvest in assets of the general type used in the business of Company and its Restricted Subsidiaries within 365 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds; and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Restricted Subsidiaries to apply such portion to such reinvestment purposes within such 365 day period; provided that, if the aggregate amount of Net Asset Sale Proceeds received after the Effective Date exceeds $75,000,000 during any Fiscal Year or $200,000,000 cumulatively during the term of the Loans, such excess amount shall be used to prepay the Loans in an aggregate amount equal to 100% of such excess amount; provided further that, if the Company or its Restricted Subsidiaries reinvest the Net Asset Sale Proceeds in the equity interests of any Person, the Lenders shall receive a first lien security interest in the underlying assets of such Person; provided further that, any Real Property Asset acquired in connection with any such reinvestment shall be deemed to be Material Real Property or Material Leasehold Property, as applicable, and shall be subject to the requirements set forth in Section 5.10. In addition, Company shall, no later than 365 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans in the full amount of all such unapplied and un-reinvested Net Asset Sale Proceeds unless on or prior to such date Company has entered into a committed written agreement for the application or reinvestment of such Net Asset Sale Proceeds. Company shall, within 180 days after the end of such 365 day period, make an additional prepayment of the Loans in the full amount of any such Net Asset Sale Proceeds that have not been applied or reinvested within such 180 day period. Notwithstanding the foregoing, in no event shall Company be required to prepay the Loans under this clause (A) in any Fiscal Year unless the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds received in such Fiscal Year exceeds $20,000,0005,000,000.

Prepayments from Net Asset Sale. Proceeds Subject to Section 6.7(d)) and the Intercreditor Agreement, no later than the third Business Day following the date of receipt by Parent, Company or any Subsidiary Guarantor of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) subject to subsection (2) below, prepay the Loans in an aggregate amount equal to 100% of such Net Asset Sale Proceeds or (2), so long as no Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Restricted Subsidiary intends to reinvest in assets of the general type used in the business of Company and its Restricted Subsidiaries within 365 270365 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds; and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Restricted Subsidiaries to apply such portion to such reinvestment purposes within such 365 270365 day period; provided that, if the aggregate amount of Net Asset Sale Proceeds received after the Effective Date exceeds $75,000,000 during any Fiscal Year or $200,000,000 cumulatively during the term of the Loans, such excess amount shall be used to prepay the Loans in an aggregate amount equal to 100% of such excess amount; provided further that, if the Company or its Restricted Subsidiaries reinvest the Net Asset Sale Proceeds in the equity interests of any Person, the Lenders shall receive a first lien security interest in the underlying assets of such Person; provided further that, any Real Property Asset acquired in connection with any such reinvestment shall be deemed to be Material Real Property or Material Leasehold Property, as applicable, and shall be subject to the requirements set forth in Section 5.10. In addition, Company shall, no later than 365 270365 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans in the full amount of all such unapplied and un-reinvested Net Asset Sale Proceeds unless on or prior to such date Company has entered into a committed written agreement for the application or reinvestment of such Net Asset Sale Proceeds. Company shall, within 180 90180 days after the end of such 365 270365 day period, make an additional prepayment of the Loans in the full amount of any such Net Asset Sale Proceeds that have not been applied or reinvested within such 90-day-period. 180 day period. Notwithstanding the foregoing, in no event shall Company be required to prepay the Loans under this clause (A) in any Fiscal Year unless the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds received in such Fiscal Year exceeds $20,000,0005,000,000.