Common use of Proceeds of Asset Dispositions Clause in Contracts

Proceeds of Asset Dispositions. Immediately upon ------------------------------ receipt by any Borrower or any Subsidiary thereof of proceeds of any Asset Disposition (in one or a series of related transactions), which proceeds exceed $10,000 (it being understood that if the proceeds exceed $10,000, the entire amount and not just the portion above $10,000 shall be subject to this subsection 2.4(B)(2)), Borrowers shall prepay the -------------------- Obligations in an amount equal to such proceeds. Such prepayments shall be applied, first, to reduce Scheduled ----- Installments of Term Loan A, in inverse order of maturity, second, after Term Loan A shall have been repaid in full, to ------ reduce the outstanding principal balance of the Revolving Loan (and as a permanent reduction of the Revolving Loan Commitment) and, third, after Term Loan A and the outstanding principal ----- balance of the Revolving Loan shall have been repaid in full, to reduce the outstanding principal balance of Term Loan B. If Borrowers reasonably expect the proceeds of any Asset Disposition to be reinvested within 60 days to repair or replace such assets with like assets, Borrowers shall deliver the proceeds to Agent (in the same Available Currency as received by the applicable Loan Party) to be applied to the Revolving Loan and Agent shall establish a reserve against available funds for borrowing purposes under the Revolving Loan for such amount, until such time as such proceeds have been reborrowed or applied to other Obligations as set forth herein. Borrowers may, so long as no Default or Event of Default shall have occurred and be continuing, reborrow such proceeds only for such repair or replacement. If Borrowers fail to reinvest such proceeds within 60 days, Borrowers hereby authorize Lenders to make a Revolving Advance to repay the Obligations in the manner set forth in this subsection 2.4(B)(2). --------------------

Proceeds of Asset Dispositions. Immediately upon ------------------------------ In the event of an Asset Disposition, the Borrower shall pay to the Collateral Agent, for the benefit of the Tranche B Lenders, within five Business Days following the receipt by any Borrower or any Subsidiary thereof of the proceeds of any such Asset Disposition (in one or a series of related transactions)Disposition, which proceeds exceed $10,000 (it being understood that if the proceeds exceed $10,000, the entire amount and not just the portion above $10,000 shall be subject to this subsection 2.4(B)(2)), Borrowers shall prepay the -------------------- Obligations in an amount equal to any Net Proceeds in excess of Cdn.$2,000,000 in the aggregate in any Fiscal Year received from such proceedsAsset Disposition and any other Asset Disposition which generated Net Proceeds during such Fiscal Year. Such prepayments Any such amount shall be appliedapplied as contemplated by (i) Section 2.2(d) and (e), firstif First Preferred Shares or Second Preferred Shares (or First Units or Second Units, if issued) remain outstanding; or (ii) Section 2.2(e), if no First Preferred Shares or Second Preferred Shares (or First Units or Second Units, if issued) remain outstanding, provided, however, that in the event of any payment under this Section 2.2(b) which would otherwise be required to reduce Scheduled ----- Installments be made to the Tranche B Lenders (a "Triggering Event"), the Borrower shall, instead of Term Loan Apaying the Collateral Agent, offer to prepay the Tranche B Loans by an amount which would have been otherwise allocated to prepay the Tranche B Loans. Any such offer of prepayment shall be made by the Borrower in inverse order of maturity, second, after writing and shall be delivered to the Administrative Agent for the Tranche B-Term Loan A Lenders or the Tranche B-Term Loan B Lenders, as applicable, whereupon each such Administrative Agent shall have been repaid in full, forward a copy of such notice to ------ reduce the outstanding principal balance of the Revolving Loan (and as a permanent reduction of the Revolving Loan Commitment) and, third, after Tranche B-Term Loan A Lenders or the Tranche B-Term Loan B Lenders, as applicable. Each Tranche B-Term Loan A Lender or Tranche B-Term Loan B Lender, as applicable, shall be permitted to accept or reject any such offer of prepayment, and shall have five Business Days to notify the outstanding principal ----- balance applicable Administrative Agent of its decision to accept or reject any such offer of prepayment as a result of such Triggering Event. Any Tranche B Lender which fails to notify the applicable Administrative Agent, within such five Business Days, of its decision to accept or reject any such offer of prepayment as a result of such Triggering Event shall be deemed to have accepted such offer of prepayment. The applicable Administrative Agent shall notify the Collateral Agent of the Revolving Loan shall have been repaid in fullpayment entitlements, to reduce if any, resulting from the outstanding principal balance of Term Loan B. If Borrowers reasonably expect the proceeds of any Asset Disposition to be reinvested within 60 days to repair or replace such assets with like assets, Borrowers shall deliver the proceeds to Agent (in the same Available Currency as received by the applicable Loan Party) to be applied to the Revolving Loan and Agent shall establish a reserve against available funds for borrowing purposes under the Revolving Loan for such amount, until such time as such proceeds have been reborrowed or applied to other Obligations as set forth herein. Borrowers may, so long as no Default or Event of Default shall have occurred and be continuing, reborrow such proceeds only for such repair or replacement. If Borrowers fail to reinvest such proceeds within 60 days, Borrowers hereby authorize Lenders to make a Revolving Advance to repay the Obligations in the manner set forth in this subsection 2.4(B)(2). --------------------foregoing.

Proceeds of Asset Dispositions. Immediately upon ------------------------------ receipt by any ------------------------------ Borrower or any Subsidiary thereof of proceeds of any Asset Disposition (in one or a series of related transactions), which proceeds exceed $10,000 (it being understood that if the proceeds exceed $10,000, the entire amount and not just the portion above $10,000 shall be subject to this subsection 2.4(B)(2)), --------------------- Borrowers shall prepay the -------------------- Obligations in an amount equal to such proceeds. Such In the case of an Asset Disposition involving any disposition of any of the assets included in the Fixed Asset Appraisal, such prepayments shall first be applied, first, to reduce applied in payment of Scheduled ----- Installments of Term Loan A, and shall then be applied in payment of Scheduled Installments of Term Loan B, each in inverse order of maturitymaturity and, second, at any time after the Term Loan A Loans shall have been repaid in full, such payments shall be applied to ------ reduce the outstanding principal balance of the Revolving Loan (and but not as a permanent reduction of the Revolving Loan Commitment) ). In the case of an Asset Disposition involving any disposition of any other assets, such prepayments shall first be applied in payment of Scheduled Installments of Term Loan B, and shall then be applied in payment of Scheduled Installments of Term Loan A, each in inverse order of maturity and, third, at any time after the Term Loan A and the outstanding principal ----- balance of the Revolving Loan Loans shall have been repaid in full, such payments shall be applied to reduce the outstanding principal balance of Term the Revolving Loan B. (but not as a permanent reduction of the Revolving Loan Commitment). If Borrowers reasonably expect the proceeds of any Asset Disposition to be reinvested within 60 180 days to repair or replace such assets with like assets, Borrowers shall deliver the proceeds to Agent (in the same Available Currency as received by the applicable Loan Party) to be applied to the Revolving Loan and Agent shall establish a reserve against available funds for borrowing purposes under the Revolving Loan for such amount, until such time as such proceeds have been reborrowed or applied to other Obligations as set forth herein. Borrowers may, so long as no Default or Event of Default shall have occurred and be continuing, reborrow such proceeds only for such repair or replacement. If Borrowers fail to reinvest such proceeds within 60 180 days, Borrowers hereby authorize Lenders to make a Revolving Advance to repay the Obligations in the manner set forth in this subsection 2.4(B)(2). --------------------

Proceeds of Asset Dispositions. Immediately upon ------------------------------ receipt by any Borrower or any Subsidiary thereof of its Subsidiaries of proceeds of any Asset Disposition (in one or a series of related transactions), which net proceeds (after deduction for income and transfer taxes, capital gains taxes, brokerage commission, professional fees and other closing costs incurred in connection with such Asset Disposition) exceed $10,000 (it being understood that if the net proceeds exceed $10,000, the entire amount and not just the portion above $10,000 shall be subject to this subsection 2.4(B)(2)), Borrowers shall prepay the -------------------- Obligations in an amount equal to such proceeds. Such , such prepayments shall first be applied, first, to reduce applied in payment of Scheduled ----- Installments of Term Loan A, and then in repayment of Term Loan B, each in inverse order of maturity, second, after Term Loan A shall have been repaid in full, to ------ reduce the outstanding principal balance of the Revolving Loan (and as a permanent reduction of the Revolving Loan Commitment) and, third, after Term Loan A and the outstanding principal ----- balance of the Revolving Loan shall have been repaid in full, to reduce the outstanding principal balance of Term Loan B. If except if Borrowers reasonably expect the net proceeds of any Asset Disposition to be reinvested within 60 180 days to repair or replace such assets with like assets, Borrowers shall deliver the proceeds to Collateral Monitoring Agent (in the same Available Currency as received by the applicable Loan Party) to be applied to the Revolving Loan Loan, and Agent shall establish a reserve against available funds for borrowing purposes under the Revolving Loan for such amount, until such time as such proceeds have been reborrowed or applied to other Obligations as set forth herein. Borrowers may, so long as no Default or Event of Default shall have occurred and be continuing, reborrow such proceeds only for such repair or replacement, provided, however, that to the extent that the net proceeds of any Asset Disposition exceed the amount of outstanding Revolving Loans, Borrowers may apply any such excess for such repair or replacement. If Borrowers fail to reinvest such proceeds within 60 180 days, Borrowers hereby authorize Lenders to make a Revolving Advance Loan to repay the Obligations Term Loans as required hereby and/or if the Term Loans have been repaid in full, the manner set forth Revolving Loan shall remain reduced as provided herein. All such prepayments shall first be applied in this subsection 2.4(B)(2). --------------------payment of Scheduled Installments of Term Loan A and then in repayment of Term Loan B, each in inverse order of maturity, and, at any time after the Term Loans, shall have been repaid in full, such payments shall be applied as a permanent reduction of the Revolving Loan Commitment.

Proceeds of Asset Dispositions. Immediately upon ------------------------------ receipt by any Borrower Borrowers, Recoton Canada or any Subsidiary thereof of their respective Subsidiaries of proceeds of any Asset Disposition (in one or a series of related transactionstransactions or events), Borrowers shall prepay the Obligations in an amount equal to the Net Proceeds therefrom which proceeds Net Proceeds exceed $10,000 250,000 (it being understood that if the proceeds Net Proceeds exceed $10,000250,000, the entire amount and not just the portion above $10,000 250,000 shall be subject to this subsection 2.4(B)(2)). Except as otherwise set forth in this subsection 2.4(B)(2) or in subsection 4.14, Borrowers shall prepay the -------------------- Obligations in an amount equal to all such proceeds. Such prepayments shall first be appliedapplied in payment of Scheduled Installments of the Term Loan B, first, to reduce then be applied in payment of Scheduled ----- Installments of Term Loan A, then be applied in payment of Scheduled Installments of Term Loan C, each in inverse order of maturity, second, after Term Loan A shall have been repaid and then be applied in full, to ------ reduce the outstanding principal balance payment of the Revolving Revolver Loan (and as a permanent reduction of without reducing the Revolving Loan Commitment; provided however, that in the case of (i) and, third, after Term Loan A and any such Net Proceeds consisting of insurance proceeds not to exceed $2,000,000 in the outstanding principal ----- balance aggregate during the term of this Agreement (other than with respect to the portion of the Revolving Loan shall insurance proceeds resulting from any casualty with respect to real estate) and for which the casualty giving rise thereto could not reasonably be expected to have been repaid in fulla Material Adverse Effect, and (ii) any such Net Proceeds consisting of proceeds of an Asset Disposition permitted pursuant to reduce the outstanding principal balance of Term Loan B. If subsection 7.3(A)(v), if Borrowers reasonably expect the proceeds of any Asset Disposition Net Proceeds under clauses (i) any (ii) to be reinvested within 60 180 days to repair or replace the assets subject to such assets Asset Dispositions with like assets, Borrowers shall deliver the proceeds such Net Proceeds to Administrative Agent (in the same Available Currency as received by the applicable Loan Party) to be applied to the Revolving Loan and Administrative Agent shall establish a reserve against available funds for borrowing purposes under the Revolving Loan for such amountamount of net proceeds, until such time as such proceeds have been reborrowed re-borrowed or applied to other Obligations as set forth herein. Borrowers and Recoton Canada may, so long as no Default or Event of Default shall have occurred and be continuing or would be caused thereby, re-borrow such proceeds only for such repair or replacement. If Borrowers fail to reinvest such proceeds within 180 days, Borrowers and Recoton Canada hereby authorize Administrative Agent to make a Revolving Advance to repay the Obligations in the manner set forth in this subsection 2.4(B)(2). With respect to insurance proceeds resulting from the damage or destruction of any building or real estate (and such casualty could not reasonably be expected to have a Material Adverse Effect), the Borrowers shall have 360 days to reinvest such proceeds to repair or replace the assets subject to such casualty with like assets. Borrowers shall deliver such proceeds to Administrative Agent to be applied to the Revolving Loan and Administrative Agent shall establish a reserve against available funds for borrowing purposes under the Revolving Loan for such amount of net proceeds, until such time as such proceeds have been re-borrowed or applied to other Obligations as set forth herein. Borrowers may, so long as no Default or Event of Default shall have occurred and be continuingcontinuing or would be caused thereby, reborrow re-borrow such proceeds only for such repair or replacement. If Borrowers fail to reinvest such proceeds within 60 360 days, Borrowers hereby authorize Lenders Administrative Agent to make a Revolving Advance to repay the Obligations in the manner set forth in this subsection 2.4(B)(2). --------------------Notwithstanding anything to the contrary contained herein, the proceeds resulting solely from the damage, destruction or condemnation of inventory or loss of Accounts shall be applied to repay the Revolving Loan without reducing the Revolving Loan Commitment. For the purposes of this subsection 2.4(B)(2), the events described in subsections 2.4(B)(5) and 2.4(B)(6) shall not be deemed Asset Dispositions.