Common use of Prepayments from Asset Dispositions Clause in Contracts

Prepayments from Asset Dispositions. Borrower shall immediately use the proceeds from sales of inventory in the ordinary course of business and any payments received with respect to accounts receivable to immediately repay Revolving Loans. Immediately upon receipt of any Net Proceeds, Borrower shall repay the outstanding principal balance of the Revolving Loans by the amount of any reduction in the Borrowing Base attributable to the Asset Disposition giving rise to such Net Proceeds. To the extent not required to so prepay Revolving Loans as provided above, Borrower may, upon prior written notice to Agent, reinvest any remaining Net Proceeds of Asset Dispositions, within ninety (90) days, in productive replacement assets of a kind then used or usable in the business of Borrower; provided, that, if Borrower does not intend to so reinvest any such remaining Net Proceeds, or if the applicable ninety (90) day period expires without Borrower having reinvested any such remaining Net Proceeds, Borrower shall prepay the Loans in the amount thereof, such prepayments to 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 prepayments shall in any event be applied (1) with respect to the first $2,000,000 of such prepayments, to prepay the Revolving Loans or Acquisitions Loans (as determined by the Borrower) and (2) with respect to the next $8,000,000 in such prepayments, up to fifty percent (50%) (as determined by the Borrower) to prepay the Revolving Loans (and, at the option of Borrower, the Revolving Loan Commitment may be reduced by the amount of any such prepayment) and the remainder to prepay the Acquisition Loans.

Prepayments from Asset Dispositions. Upon receipt by the Borrower or any Subsidiary of the Borrower of Cash Proceeds of any Asset Disposition occurring after the Closing Date, (i) the Borrower or any Subsidiary of the Borrower may, or may cause its Subsidiaries to, apply the Net Cash Proceeds of such Asset Disposition to acquire assets or properties or other reinvestments in the businesses of the Borrower and (ii) the Borrower or any Subsidiary of the Borrower shall immediately use the proceeds from sales of inventory in the ordinary course of business and any payments received with respect to accounts receivable to immediately repay Revolving Loans. Immediately upon receipt of apply any Net ProceedsCash Proceeds remaining after application pursuant to clause (i) 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 prepayment. Concurrently with the consummation of an Asset Disposition, the Borrower shall repay the outstanding principal balance of the Revolving Loans by the amount of any reduction in the Borrowing Base attributable deliver to the Agent an Officer's Certificate demonstrating the derivation of Net Cash Proceeds from the gross sales price of such Asset Disposition giving rise to such Net ProceedsDisposition. To the extent not required to so prepay Revolving Loans used as provided above, the Borrower mayshall, upon or shall cause its Subsidiaries to, prepay the Floating Rate Loans with the Net Cash Proceeds received from any Asset Disposition on a date not later than the Business Day next succeeding (i) the third Business day after the receipt thereof if such date of receipt is on or prior written notice to Agent, reinvest the Conversion Date and (ii) the 180th day after the consummation of such Asset Disposition if and to the extent that such Net Cash Proceeds are not applied by the Borrower or any remaining Net Proceeds Subsidiary of Asset Dispositions, the Borrower within ninety (90) days, in productive replacement 180 days to acquire assets of a kind then used or usable properties or other reinvestments in the business businesses of Borrowerthe Borrower if such date of receipt is after the Conversion Date; providedprovided that at such time as -------- the Term Loan bears interest at the Fixed Rate, that, if Borrower does not intend to so reinvest any such remaining Net Proceeds, or if the applicable ninety (90) day period expires without Borrower having reinvested any such remaining Net Proceeds, Borrower shall prepay the Loans in the amount thereof, such prepayments to be Cash Proceeds not so 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 prepayments shall in any event be applied (1) with respect to the first $2,000,000 of such prepayments, to prepay the Revolving Floating Rate Loans or Acquisitions shall be used to make an offer to purchase the Fixed Rate Loans (as determined by from each Lender on a pro rata basis --- ---- at 100% of the Borrower) principal amount thereof plus accrued and (2) with respect unpaid interest thereon to the next $8,000,000 in such prepayments, up to fifty percent (50%) (as determined by the Borrower) to prepay the Revolving Loans (and, at the option date of Borrower, the Revolving Loan Commitment may be reduced by the amount of any such prepayment) and the remainder to prepay the Acquisition Loansrepurchase.

Prepayments from Asset Dispositions. Borrower shall immediately use Within three (3) Business Days after the proceeds from sales receipt by a Credit Party or any Subsidiary of inventory in the ordinary course of business and any payments received with respect to accounts receivable to immediately repay Revolving Loans. Immediately upon receipt a Credit Party of any Net Proceeds, Borrower shall repay the outstanding principal balance of the Revolving Loans by the amount of any reduction in the Borrowing Base attributable to the Asset Disposition giving rise to such Net Proceeds. To the extent not required to so prepay Revolving Loans as provided above, Borrower may, upon prior written notice to Agent, reinvest any remaining Net Cash Proceeds of Asset DispositionsRevolver Priority Collateral, within ninety (90) days, in productive replacement assets Net Casualty/Condemnation Proceeds of a kind then used or usable in the business of Borrower; provided, that, if Borrower does not intend to so reinvest any such remaining Net ProceedsRevolver Priority Collateral, or if Extraordinary Receipts from Revolver Priority Collateral, the applicable ninety (90) day period expires without Borrower having reinvested any such remaining Net Proceeds, Borrower Borrowers shall prepay the Loans in an amount equal to 100% of such Net Cash Proceeds, Net Casualty/Condemnation Proceeds or Extraordinary Receipts. If any excess Net Cash Proceeds, Net Casualty/Condemnation Proceeds or Extraordinary Receipts, as the amount thereofcase may be, such prepayments to be applied as provided remain after repayment in subsection 1.5(E); providedfull of the aggregate outstanding Revolving Advances, that, notwithstanding Borrowers shall provide cash collateral for the foregoing or any provision Letters of subsection 1.5(E) Credit in the manner set forth in Annex A to the contraryextent required to eliminate such excess (it being understood that (i) any Borrowing Base Cash Collateral then posted with the Collateral Agent in accordance with the terms of this Agreement shall, from and after to the Amendment No. 6 Date, the first $10,000,000 extent of such prepayments shall in any event be applied excess and to the extent requested by the Administrative Borrower, thereafter (1) with respect be deemed Cash Collateral provided pursuant to the first $2,000,000 of such prepayments, to prepay the Revolving Loans or Acquisitions Loans (as determined by the Borrowerthis SECTION 3.02(a) and (2) with respect to the next $8,000,000 extent included in such prepaymentsCash Collateral, up shall cease to fifty percent be Borrowing Base Cash Collateral for all purposes of this Agreement and shall no longer be included in the calculation of the Borrowing Base and (50%ii) (as determined by the Borroweraggregate amount of Cash Collateral required pursuant to this SECTION 3.02(a) shall not exceed an amount equal to prepay the Revolving Loans (and, at the option 105% of Borrower, the Revolving Loan Commitment may be reduced by the amount of the aggregate Letter of Credit Usage then outstanding). The parties agree that, the Collateral Agent shall be authorized to transfer from the account(s) containing Borrowing Base Cash Collateral to the Cash Collateral Account, any such prepayment) and Borrowing Base Cash Collateral that the remainder Administrative Borrower shall request to prepay the Acquisition Loansbe included in Cash Collateral pursuant to this SECTION 3.02(a).

Prepayments from Asset Dispositions. Borrower shall immediately use the proceeds from sales of inventory in the ordinary course of business and any payments received with respect to accounts receivable to immediately repay Revolving Loans. Immediately upon receipt by Borrower or any of its Subsidiaries of the Net Proceeds of any Net ProceedsAsset Disposition, Borrower shall repay the outstanding principal balance make a prepayment in respect of the Obligations equal to the amount of such Net Proceeds and the Revolving Loans Commitments shall be permanently reduced by the amount of such prepayment; 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 reduction Fiscal Year of Borrower do not exceed Five Million Dollars ($5,000,000) in the Borrowing Base attributable 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. Notwithstanding the foregoing, if no Default or Event of Default has occurred and is continuing, or would result therefrom, to the extent that the gross proceeds from such Asset Disposition giving rise to such Net Proceeds. To the extent Dispositions during any Fiscal Year of Borrower do not required to so prepay Revolving Loans as provided above, Borrower may, upon prior written notice to Agent, reinvest any remaining Net Proceeds of Asset Dispositions, within ninety (90) daysexceed, in the aggregate, Five Million Dollars ($5,000,000) if Borrower reasonably expects such proceeds to be reinvested within six (6) months in productive replacement assets of a kind then used or usable useable in the business of Borrower; providedBorrower or its Subsidiaries and that are not subject to any Lien other than in favor of Administrative Agent, thatfor the benefit of the Agents and the Lenders, if then Borrower does shall provide Administrative Agent with notice of such intent in accordance with SECTION 4.3, and (A) to the extent such proceeds do not intend exceed the balance from time to time of the Revolving Loans, such proceeds shall be applied to the repayment of the outstanding balance of the Revolving Loans and Administrative Agent shall, until such time as the reinvestment of such proceeds, establish a reserve in the amount of the proceeds so reinvest any applied, and (B) to the extent such remaining Net Proceeds, or if proceeds exceed the applicable ninety (90) day period expires without Borrower having reinvested any such remaining Net Proceedsbalance from time to time of the Revolving Loans, Borrower shall prepay the Loans in the amount thereof, deposit such prepayments proceeds with Administrative Agent to be applied held as cash collateral in which Administrative Agent, for the ratable benefit of the Agents and the Lenders, shall have a first priority security interest. Upon Borrower's or its Subsidiaries' (as applicable) reinvestment of such proceeds as described above, and provided that Borrower provides Administrative Agent with copies of a purchase order, invoice, or other written evidence of the purchase price of the assets which such proceeds are reinvested in, and such other information as may be requested by Administrative Agent with respect thereto, Administrative Agent shall release its security interest in such cash collateral in respect of the reinvested funds and shall eliminate such reserve. To the extent that Borrower or its Subsidiaries (as applicable) fail to reinvest such proceeds within six (6) months as provided in subsection 1.5(E); providedabove, that, notwithstanding the foregoing or any provision of subsection 1.5(E) Borrower authorizes and directs Administrative Agent to the contrary, from and after the Amendment No. 6 Date, the first $10,000,000 of eliminate such prepayments shall in any event be applied (1) with respect to the first $2,000,000 of such prepaymentsreserve, to prepay the Revolving Loans or Acquisitions Loans (as determined by the Borrower) and (2) with respect to the next $8,000,000 in such prepayments, up to fifty percent (50%) (as determined by the Borrower) to prepay the Revolving Loans (and, at the option of Borrower, the Revolving Loan Commitment may be reduced by apply the amount of any the cash collateral in respect of the unreinvested amount to the prepayment of the Loans and permanently to reduce the Revolving Commitments in such prepayment) and amount and/or to reduce the remainder Revolving Commitments in an amount equal to prepay the Acquisition Loansreserved amount that is not reinvested.