Common use of Dispositions and Involuntary Dispositions Clause in Contracts

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than Dispositions permitted pursuant to Section 7.11(a) through (f)), Involuntary Dispositions, or series of related Dispositions or Involuntary Dispositions, in each case for which the Net Cash Proceeds thereof are greater than or equal to $10,000,000, promptly upon receipt thereof by such Loan Party or any Subsidiary; provided, however, that so CHL:83643.8 long as no Event of Default shall have occurred and be continuing, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition and promptly following the occurrence of any Involuntary Disposition), such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days after the receipt of such Net Cash Proceeds, such purchase, rebuilding, restoration or replacement shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be promptly applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of ofwith the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than Dispositions permitted pursuant to Section 7.11(aPermitted Transfers) through (f)), and Involuntary Dispositions, or series within five (5) days of related Dispositions or Involuntary Dispositions, in each case for which the Net Cash Proceeds thereof are greater than or equal to $10,000,000, promptly upon receipt thereof by such Loan Party or any Subsidiary; provided, however, that so CHL:83643.8 long as no Event of Default shall have occurred and be continuing, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition and promptly following the occurrence of any or Involuntary Disposition), such Loan Party or such Subsidiary ; provided that the Borrower may reinvest all or any portion of such Net Cash Proceeds in operating properties or assets so long as within 180 one-hundred eighty (180) days after of the receipt date of such Net Cash ProceedsDisposition or Involuntary Disposition; provided, such purchase, rebuilding, restoration or replacement shall have been consummated (as certified by the Borrower in writing further that to the Administrative Agent); and provided furtherextent such period has expired without such reinvestment being made or completed, however, that any remaining Net Cash Proceeds not so reinvested shall would be promptly applied to prepay the Loans and/or Cash Collateralize the L/C Obligations. Notwithstanding the foregoing to the contrary, subject to the terms of the Intercreditor Agreement, the Net Cash Proceeds of Dispositions and Involuntary Dispositions of Term Loan Priority Collateral first, shall be applied or reinvested as provided in the Term Loan Agreement, and second, the excess Net Cash Proceeds (if any) shall be applied to prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided (it being understood and agreed that if there is no such excess amount, the Borrower’s obligations under this Section 2.05(b)(i) shall be satisfied by the Borrower’s compliance with the applicable provisions of the Term Loan Agreement).

Dispositions and Involuntary Dispositions. The Borrower Company shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party the Company or any Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions permitted pursuant to Section 7.11(awithin ten (10) through (f)), Involuntary Dispositions, or series days of related Dispositions the date of such Disposition or Involuntary Dispositions, in each case for which the Net Cash Proceeds thereof are greater than or equal to $10,000,000, promptly upon receipt thereof by such Loan Party or any SubsidiaryDisposition; provided, however, that so CHL:83643.8 long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Company is equal to or greater than $5,000,000, or (B) at the election of the Borrower Company (as notified by the Borrower Company to the Administrative Agent on or prior to the date of such Disposition and promptly following the occurrence of any or Involuntary Disposition), ) to the extent such Loan Party or such Subsidiary may reinvest reinvests substantially all or any portion of such Net Cash Proceeds in operating the purchase of like assets so long as or repair, upgrade or replacement of the disposed of assets within 180 two hundred seventy (270) days after the receipt of such Net Cash Proceeds; provided that, if such purchase, rebuilding, restoration or replacement shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds shall not have been so reinvested in the prescribed time, such Net Cash Proceeds shall be promptly applied to prepay the Loans and/or Cash Collateralize the L/C Obligations, except to the extent payment is excepted pursuant to subsection (A) above.

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter hereafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by any Loan Party or any Subsidiary from of all Dispositions (other than Dispositions permitted pursuant Permitted Transfers, except with respect to Section 7.11(a) through (f)), Involuntary Dispositions, or series of related Dispositions or Involuntary Dispositions, in each case for which Permitted Merchant Portfolio Transfers to the extent the aggregate Net Cash Proceeds thereof are greater than or equal to of such Permitted Merchant Portfolio Transfers exceed $10,000,000, promptly upon receipt thereof by such Loan Party or 10,000,000 in the aggregate in any Subsidiaryfiscal year) and Involuntary Dispositions; provided, however, that that, with respect to any Net Cash Proceeds realized under a Disposition or Involuntary Disposition, at the option of the Borrower (as elected by the Borrower in writing to the Administrative Agent promptly following receipt of any such Net Cash Proceeds), and so CHL:83643.8 long as no Event of Default shall have occurred and be continuing, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition and promptly following the occurrence of any Involuntary Disposition), such Loan Party or such Subsidiary may reinvest apply all or any portion of such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in operating assets the business of Holdings and its Subsidiaries, or make Investments pursuant to Section 8.02(g), so long as (A) within 180 365 days after the following receipt of such Net Cash Proceeds, such purchaseNet Cash Proceeds shall have been so applied or a definitive agreement for such application shall have been entered into (as certified by the Borrower in writing to the Administrative Agent), rebuildingand (B) within 59 days after the execution of such definitive agreement, restoration or replacement such application shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested applied shall be promptly immediately applied to prepay the prepayment of the Loans and/or as set forth in this Section 2.05; and provided further, that no such transactions resulting in aggregate Net Cash Collateralize the L/C ObligationsProceeds of less than $1,500,000 per annum shall be subject to prepayment under this Section 2.05(b)(ii).

Dispositions and Involuntary Dispositions. The Borrower Company shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than Dispositions permitted pursuant to Section 7.11(a) through (f)), and all Involuntary Dispositions, within three (3) Business Days of the date of such Disposition or series of related Dispositions or such Involuntary DispositionsDisposition; provided, in each case for which the that, such Net Cash Proceeds thereof are greater shall not be required to be so applied (A) with respect to any Disposition or Involuntary Disposition if the amount of Net Cash Proceeds received in connection with such Disposition or such Involuntary Disposition is less than or equal to $10,000,0001,000,000, promptly upon receipt thereof by such Loan Party or any Subsidiary; provided, however, that so CHL:83643.8 long as no Event of Default shall have occurred and be continuing(B) if, at the election of the Borrower Company (as notified by the Borrower Company to the Administrative Agent on or prior to the date of such Disposition and promptly following the occurrence of any or such Involuntary Disposition), so long as no Default or Event of Default shall have occurred and be continuing at the time of such Disposition or Involuntary Disposition (or at the time of such reinvestment), such Loan Party or such Subsidiary may reinvest reinvests all or any portion of such Net Cash Proceeds in operating assets so long as Eligible Assets within 180 one hundred eighty (180) days after of the receipt date of such Disposition or such Involuntary Disposition; provided, further, that, if such Net Cash ProceedsProceeds shall have not been so reinvested by the end of such period, such purchase, rebuilding, restoration or replacement shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be promptly immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligationsas hereinafter provided. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

Dispositions and Involuntary Dispositions. The Borrower Borrowers shall prepay (within thirty (30) days of the date of such Disposition or Involuntary Disposition) the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than Dispositions permitted pursuant to Section 7.11(athe sale of the Corporate Headquarters) through (f)), and Involuntary Dispositions, or series of related Dispositions or Involuntary Dispositions, in each case for which the Net Cash Proceeds thereof are greater than or equal to $10,000,000, promptly upon receipt thereof by such Loan Party or any Subsidiary; provided, howeverthat, that so CHL:83643.8 long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of Net Cash Proceeds derived from all such Dispositions or Involuntary Dispositions in any fiscal year is equal to or greater than $10,000,000 or (B) if, at the election of the Borrower Company (as notified by the Borrower Company to the Administrative Agent on or prior to the date of such Disposition and promptly following the occurrence of any or Involuntary Disposition), such Loan Party or such Subsidiary may reinvest reinvests all or any portion of such Net Cash Proceeds in operating assets so long as Eligible Assets within 180 two hundred seventy (270) days after of the receipt date of such Disposition or Involuntary Disposition; provided, further, that, for purposes of the foregoing clause (B), if such Net Cash ProceedsProceeds shall have not been so reinvested by the end of such period, such purchase, rebuilding, restoration or replacement shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be promptly immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations. Any prepayment pursuant to this clause (ii) shall be applied as set forth in clause (iv) below.

Dispositions and Involuntary Dispositions. (A) The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary from all Dispositions and all Involuntary Dispositions (other than Dispositions permitted pursuant to Section 7.11(a) through (f)or Involuntary Dispositions of Revenue Equipment Collateral), Involuntary Dispositions, or series within three (3) Business Days of related Dispositions the date of such Disposition or Involuntary Dispositions, in each case for which the Net Cash Proceeds thereof are greater than or equal to $10,000,000, promptly upon receipt thereof by such Loan Party or any SubsidiaryDisposition; provided, howeverthat, that so CHL:83643.8 long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied if, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on prior to, or prior to within thirty (30) days after, the date of such Disposition and promptly following the occurrence of any or Involuntary Disposition), such Loan Party or such Restricted Subsidiary may reinvest reinvests all or any portion of such Net Cash Proceeds in operating assets so long as Eligible Assets within 180 three hundred sixty-five (365) days of the date of such Disposition or Involuntary Disposition (or commits to such reinvestment within such three hundred sixty-five (365) day period and actually consummates such reinvestment within one hundred eighty (180) days after the receipt of such three hundred sixty-five (365) day period); provided, further, that, if such Net Cash ProceedsProceeds shall have not been so reinvested, such purchase, rebuilding, restoration or replacement shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be promptly immediately applied to prepay the Loans and/or Cash Collateralize the L/C ObligationsObligations as hereinafter provided. Any prepayment pursuant to this Section 2.05(b)(ii)(A) shall be applied as set forth in, and subject to, Section 2.05(b)(v).

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter hereafter provided in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by any Loan Party or any Subsidiary from of all Dispositions (other than Dispositions permitted pursuant Permitted Transfers, except with respect to Section 7.11(a) through (f)), Involuntary Dispositions, or series of related Dispositions or Involuntary Dispositions, in each case for which Permitted Merchant Portfolio Transfers to the extent the Net Cash Proceeds thereof are greater than or equal to of such Permitted Merchant Portfolio Transfers exceed $10,000,000, promptly upon receipt thereof by such Loan Party or 10,000,000 in the aggregate in any Subsidiaryfiscal year) and Involuntary Dispositions; provided, however, that that, with respect to any Net Cash Proceeds realized under a Disposition or Involuntary Disposition, at the option of the Borrower (as elected by the Borrower in writing to the Administrative Agent promptly following receipt of any such Net Cash Proceeds), and so CHL:83643.8 long as no Event of Default shall have occurred and be continuing, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition and promptly following the occurrence of any Involuntary Disposition), such Loan Party or such Subsidiary may reinvest apply all or any portion of such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in operating assets the business of Holdings and its Subsidiaries, or make Investments pursuant to Section 8.02(g), so long as (A) within 180 365 days after the following receipt of such Net Cash Proceeds, such purchaseNet Cash Proceeds shall have been so applied or a definitive agreement for such application shall have been entered into (as certified by the Borrower in writing to the Administrative Agent), rebuildingand (B) within 180 days after the execution of such definitive agreement, restoration or replacement such application shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested applied shall be promptly immediately applied to prepay the prepayment of the Loans and/or as set forth in this Section 2.05(ii); and provided further, that no such transactions resulting in aggregate Net Cash Collateralize the L/C ObligationsProceeds of less than $1,500,000 per annum shall be subject to prepayment under this Section 2.05(b)(ii).