Common use of Mandatory and Optional Prepayments Clause in Contracts

Mandatory and Optional Prepayments. 3.3.1 PROCEEDS OF SALE, LOSS, DESTRUCTION OR CONDEMNATION OF COLLATERAL. Except as provided in SUBSECTIONS 6.4.2 and 8.2.9, if any Borrower sells any of the Collateral or if any of the Collateral is lost or destroyed or taken by condemnation, the applicable Borrower shall, unless otherwise agreed by Majority Lenders, pay to the Agent for the ratable benefit of the applicable Lenders in accordance with SUBSECTION 3.4.2, as and when received by such Borrower and as a mandatory prepayment of the applicable Loans, as herein provided, an amount equal to the lesser of (i) the aggregate amount of the outstanding Loans and (ii) the proceeds (including insurance payments but net of costs and taxes incurred in connection with such sale or event) received by such Borrower from such sale, loss, destruction or condemnation; PROVIDED THAT, Borrowers may elect not to prepay the Loans to the extent of up to $500,000 of asset sale proceeds received by one or more Borrowers in each Fiscal Year; PROVIDED FURTHER, THAT, if as of 28 the date of receipt of such proceeds, the applicable Borrower is not subject to a blocked account arrangement that then requires daily transfers of funds received therein to the applicable Agent, at Borrower Representative's option, such proceeds may be released to the applicable Borrower for any use or investment not otherwise prohibited hereunder. Notwithstanding anything herein to the contrary, in the case of U.K. Borrower and if U.S. Borrowers and/or Canadian Borrowers are subject to a blocked account that then requires daily transfers of funds received therein to the applicable Agent, any U.S. Borrower or any Canadian Borrower, any and all proceeds from such asset sales or Collateral lost or destroyed or taken by condemnation shall be used to prepay the Loans without regard to any exceptions otherwise contained herein. The applicable prepayment shall be applied to reduce the outstanding principal balance of the applicable Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments or the maximum amount of the Canadian Sublimit or the U.K. Sublimit.

Mandatory and Optional Prepayments. 3.3.1 PROCEEDS OF SALE3.3.1. Proceeds of Sale, LOSSLoss, DESTRUCTION OR CONDEMNATION OF COLLATERALDestruction or Condemnation of ------------------------------------------------------ Collateral. Except as provided in SUBSECTIONS 6.4.2 and 8.2.9If any Equipment, if real Property or other Property of Borrower ---------- or any Subsidiary of Borrower sells any of the Collateral is subject to a sale or other Asset Disposition, or if any of the Collateral is lost lost, damaged or destroyed or taken by condemnation, the applicable Borrower shall, unless otherwise agreed by Majority Lenders, shall pay to the Agent for the ratable benefit of the applicable Lenders in accordance with SUBSECTION 3.4.2, as and when received by Borrower or such Borrower Subsidiary and as a mandatory prepayment of the applicable Loans, as herein provided, an amount a sum equal to the lesser of (i) the aggregate amount of the outstanding Loans and (ii) the proceeds (including insurance payments but net of costs and taxes incurred in connection with payments) received by Borrower or such Subsidiary from such sale or event) received by such Borrower from such saleother Asset Disposition, loss, damage, destruction or condemnation; PROVIDED THAT, Borrowers may elect not to prepay the Loans to the extent of up to $500,000 of asset sale proceeds received by one or more Borrowers in . In each Fiscal Year; PROVIDED FURTHER, THAT, if as of 28 the date of receipt of such proceedscase, the applicable Borrower is not subject to a blocked account arrangement that then requires daily transfers of funds received therein to the applicable Agent, at Borrower Representative's option, such proceeds may be released to the applicable Borrower for any use or investment not otherwise prohibited hereunder. Notwithstanding anything herein to the contrary, in the case of U.K. Borrower and if U.S. Borrowers and/or Canadian Borrowers are subject to a blocked account that then requires daily transfers of funds received therein to the applicable Agent, any U.S. Borrower or any Canadian Borrower, any and all proceeds from such asset sales or Collateral lost or destroyed or taken by condemnation shall be used to prepay the Loans without regard to any exceptions otherwise contained herein. The applicable prepayment prepayments shall be applied to reduce the outstanding principal balance of the applicable Revolving Credit LoansLoans (without effecting a permanent reduction thereof), but and, if the Collateral subject to a sale or other Asset Disposition or that was lost, damaged, destroyed or condemned consists of Eligible Accounts, Eligible Inventory, Eligible Equipment or Eligible Real Property, such prepayment shall be specifically applied against the portion of the Borrowing Base predicated on such Collateral. Notwithstanding the foregoing, (i) at all times after the Asset Disposition Threshold has been satisfied, the Fixed Asset Sublimit of the Borrowing Base shall be permanently reduced by an amount equal to the greater of (a) the amount of Net Available Cash from each subsequent Asset Disposition of Eligible Equipment or Eligible Real Property and (b) the loanable value under the Borrowing Base of the Eligible Equipment or the Eligible Real Property that was the subject of such Asset Disposition and (ii) if the Net Available Cash from any Asset Disposition in excess of the Asset Disposition Threshold is not permanently reduce used within one year of the later of the date of such Asset Disposition or the receipt of such Net Available Cash by Borrower or its Subsidiaries, to (a) purchase Property (other than Indebtedness or Securities) in a business related, ancillary or complementary to the businesses conducted by Borrower and its Subsidiaries as of July 28, 1999 or (b) Securities of a Person constituting "Additional Assets" under the Senior Notes Indenture, as evidenced by a written certificate of the principal financial officer of Borrower to that effect received by Agent prior to the expiration of such one year period, then the Revolving Credit Maximum Amount and the Total Credit Facility shall each be reduced by the amount of Net Available Cash from such Asset Disposition (and the Revolving Loan Commitments or the maximum amount of the Canadian Sublimit or the U.K. Sublimitshall be reduced in a corresponding amount, in accordance with each Lender's Revolving Loan Percentage).

Mandatory and Optional Prepayments. 3.3.1 PROCEEDS OF SALEProceeds of Sale, LOSSLoss, DESTRUCTION OR CONDEMNATION OF COLLATERALDestruction or Condemnation of Collateral. Except as provided in SUBSECTIONS subsections 6.4.2 and 8.2.9, if if, at any time a Dominion Event has occurred and is continuing, any Borrower or any of its Restricted Subsidiaries sells any of the Collateral or if any of the Collateral is lost or destroyed or taken by condemnation, the applicable Borrower Borrowers shall, unless otherwise agreed by Majority Lenders, pay to the Agent for the ratable benefit of the applicable Lenders in accordance with SUBSECTION 3.4.2, as and when received by any Borrower or such Borrower Restricted Subsidiary and as a mandatory prepayment of the applicable Loans, as herein provided, an amount a sum equal to the lesser of (i) the aggregate amount of the outstanding Loans and (ii) the proceeds (including insurance payments but net of costs and taxes incurred in connection with such sale or event) received by Borrowers or such Borrower Subsidiary from such sale, loss, destruction or condemnation; PROVIDED THAT, Borrowers may elect not to prepay the Loans to the extent of up to $500,000 of asset sale proceeds received by one or more Borrowers in each Fiscal Year; PROVIDED FURTHER, THAT, if as of 28 the date of receipt of such proceeds, the applicable Borrower is not subject to a blocked account arrangement that then requires daily transfers of funds received therein to the applicable Agent, at Borrower Representative's option, such proceeds may be released to the applicable Borrower for any use or investment not otherwise prohibited hereunder. Notwithstanding anything herein to the contrary, in the case of U.K. Borrower and if U.S. Borrowers and/or Canadian Borrowers are subject to a blocked account that then requires daily transfers of funds received therein to the applicable Agent, any U.S. Borrower or any Canadian Borrower, any and all proceeds from such asset sales or Collateral lost or destroyed or taken by condemnation shall be used to prepay the Loans without regard to any exceptions otherwise contained herein. The applicable prepayment shall be applied to reduce the outstanding principal balance of the applicable Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments Commitments. In the event that (x) the aggregate amount of Net Appraised Fair Market Value, with respect to real Property included in the calculation of the Borrowing Base, and Net Appraised Orderly Liquidation Value, with respect to the Equipment included in the calculation of the Borrowing Base, of all such real Property included in the calculation of the Borrowing Base and Equipment included in the calculation of the Borrowing Base so sold, lost, destroyed or condemned within any fiscal year of Borrowers (net of replacement Equipment) exceeds $1,500,000 or (y) the aggregate of the proceeds received by any Borrower in connection with any such sale, loss, destruction or condemnation within any fiscal year of Borrowers (net of replacement Equipment) exceeds $1,500,000, the Net Appraised Orderly Liquidation Value of Borrowers' Equipment or the maximum amount Net Appraised Fair Market Value of Borrowers' real Property, as applicable, shall be reduced by the Canadian Sublimit Net Appraised Orderly Liquidation Value of Borrowers' Equipment or the U.K. SublimitNet Appraised Fair Market Value of Borrowers' real Property so sold, lost, destroyed or condemned in excess of such amount.

Mandatory and Optional Prepayments. 3.3.1 PROCEEDS OF SALEProceeds of Sale, LOSSLoss, DESTRUCTION OR CONDEMNATION OF COLLATERALDestruction or Condemnation of Collateral. Except as provided in SUBSECTIONS subsections 6.4.2 and 8.2.9, if any Borrower or any of its Subsidiaries sells any of the Collateral or if any of the Collateral is lost or destroyed or taken by condemnation, the applicable Borrower Borrowers shall, unless otherwise agreed by Majority Lenders, pay to the Agent for the ratable benefit of the applicable Lenders in accordance with SUBSECTION 3.4.2, as and when received by such Borrower or such Subsidiary and as a mandatory prepayment of the applicable Loans, as herein provided, an amount a sum equal to the lesser of (i) the aggregate amount of the outstanding Loans and (ii) the proceeds (including insurance payments but net of costs and taxes incurred in connection with such sale or event) received by such Borrower or such Subsidiary from such sale, loss, destruction or condemnation; PROVIDED THAT, Borrowers may elect not to prepay the Loans to . To the extent that the Collateral sold, lost, destroyed or condemned consists of up to $500,000 Equipment (other than Equipment that was financed with the proceeds of asset sale proceeds received by one Equipment Loans), real Property, or more Borrowers in each Fiscal Year; PROVIDED FURTHER, THAT, if as of 28 the date of receipt of such proceedsother Property other than Accounts or Inventory, the applicable Borrower is not subject to a blocked account arrangement that then requires daily transfers of funds received therein prepayment shall be applied first to the applicable Agentinstallments of principal due under the Term Notes ratably, at Borrower Representative's optionto be applied to future installment payments in inverse order of maturity until paid in full, such proceeds may be released second to the installments of principal due under the Equipment Loan Notes ratably, to be applied to future installment payments in inverse order of maturity until paid in full, and third to repay outstanding principal of Revolving Credit Loans, on a pro rata basis. To the extent that Collateral sold, lost, destroyed or condemned consists of Equipment that was financed with the proceeds of Equipment Loans, the applicable Borrower for any use or investment not otherwise prohibited hereunder. Notwithstanding anything herein prepayment shall be applied first to the contrary, in the case installments of U.K. Borrower and if U.S. Borrowers and/or Canadian Borrowers are subject to a blocked account that then requires daily transfers of funds received therein to principal due under the applicable AgentEquipment Loan Notes, any U.S. Borrower or any Canadian Borrowerratably, any to be applied to future installment payments in inverse order of maturity until paid in full, second to installments of principal due under the other Equipment Loan Notes, ratably, to be applied to future installment payments in inverse order of maturity, third to installments of principal due under the Term Notes, ratably, to be applied to future installment payments in inverse order of maturity, and all proceeds from such asset sales or fourth to repay outstanding principal of Revolving Credit Loans, on a pro rata basis. To the extent that the Collateral lost or sold, lost, destroyed or taken by condemnation shall be used to prepay condemned consists of Accounts or Inventory, the Loans without regard to any exceptions otherwise contained herein. The applicable prepayment shall be applied to reduce the outstanding principal balance of the applicable Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments or Commitments. Notwithstanding the maximum amount of the Canadian Sublimit or the U.K. Sublimit.foregoing: