Common use of Mandatory Prepayment—Certain Proceeds of Asset Sales Clause in Contracts

Mandatory Prepayment—Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, the Borrower and its Subsidiaries have received cumulative Cash Proceeds during such fiscal year from one or more Asset Sales (other than any Asset Sale permitted pursuant to Section 9.2(a) or (f)) of at least $500,000, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in Section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale, shall be applied as a mandatory prepayment of principal of the outstanding Loans; provided, that (i) if no Default under Section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, and (iii) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 12 month period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Borrower so indicates such reinvestment will take place. If at the end of any such 12 month period any portion of such Net Cash Proceeds has not been so reinvested or upon the occurrence and continuation of an Event of Default, the Borrower will immediately make a prepayment of the principal of first, Unpaid Drawings, and second, after all Unpaid Drawings have been paid in full, Loans.

Mandatory Prepayment—Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, the Borrower and its Subsidiaries have received cumulative Cash Proceeds during such fiscal year from one or more Asset Sales (other than any Asset Sale permitted pursuant to Section 9.2(a) or (f)) of at least $500,00010,000,000 (excluding any Exempted Disposition), not later than the third fifth Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in Section section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale, shall be applied as a mandatory prepayment of principal of the outstanding FIRST, Swing Line Loans, SECOND, after all Swing Line Loans have been paid in full, Unpaid Drawings, and THIRD, after all Unpaid Drawings have been paid in full, Revolving Loans; providedPROVIDED, that if (iA) if no Default under Section section 10.1(a) or Event of Default shall have occurred and be continuing, (iiB) the Borrower's ratio of Consolidated Total Debt to Consolidated EBITDA as of the end of the most recent Testing Period for which financial statements have been delivered to the Lenders hereunder was not in excess of 3.50 to 1.00, (C) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months359 days, and (iiiD) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 12 month 359 day period, then THEN no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Borrower so indicates such reinvestment will take place. If at the end of any such 12 month 359 day period any portion of such Net Cash Proceeds has not been so reinvested or upon the occurrence and continuation of an Event of Defaultreinvested, the Borrower will immediately make a prepayment of the principal of firstFIRST, Swing Line Loans, SECOND, after all Swing Line Loans have been paid in full, Unpaid Drawings, and secondTHIRD, after all Unpaid Drawings have been paid in full, Revolving Loans. Notwithstanding the foregoing, the Borrower shall not in any event permit to exist Excess Proceeds (as defined in the Indenture), unless at such time the Borrower is permitted to redeem Public Notes under section 9.11 hereof and the Borrower does in fact make an Asset Sale Offer (as defined in the Indenture) to redeem Public Notes as contemplated by section 4.10 of the Indenture in the amount of any such Excess Proceeds.

Mandatory Prepayment—Certain Proceeds of Asset Sales. If Subject to the terms of the Intercreditor Agreement, if during any fiscal year of the Borrower, the Borrower and its Subsidiaries have received cumulative Cash Proceeds during such fiscal year from one or more Asset Sales (other than any Asset Sale permitted pursuant to Section 9.2(a) or (f)) of at least $500,000, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in Section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale, shall be applied as a mandatory prepayment of principal of the outstanding Loans; provided, that (i) if no Default under Section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, and (iii) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 12 month period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Borrower so indicates such reinvestment will take place. If Subject to the Intercreditor Agreement, if at the end of any such 12 month period any portion of such Net Cash Proceeds has not been so reinvested or upon the occurrence and continuation of an Event of Default, the Borrower will immediately make a prepayment of the principal of first, Unpaid Drawings, and second, after all Unpaid Drawings have been paid in full, Loans.

Mandatory Prepayment—Certain Proceeds of Asset Sales. If Subject to the terms of the Intercreditor Agreement, if during any fiscal year of the Borrower, the Borrower and its Subsidiaries have received cumulative Cash Proceeds during such fiscal year from one or more Asset Sales (other than any Asset Sale permitted pursuant to Section 9.2(a8.2(a) or (f)) of at least $500,000, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in Section 5.14.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale, shall be applied as a mandatory prepayment of principal of the outstanding Loans; provided, that (i) if no Default under Section 10.1(a9.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, and (iii) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 12 month period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Borrower so indicates such reinvestment will take place. If at the end of any such 12 month period any portion of such Net Cash Proceeds has not been so reinvested or upon the occurrence and continuation of an Event of Default, the Borrower will immediately make a prepayment of the principal of firstthe Term Loans, Unpaid Drawings, and second, after all Unpaid Drawings have been paid in full, Loanssubject to the terms of the Intercreditor Agreement.

Mandatory Prepayment—Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, the Borrower and its Subsidiaries have received cumulative Cash Proceeds during such fiscal year from one or more Asset Sales (other than any Asset Sale permitted pursuant to Section 9.2(a) or (f)) of at least $500,0003,000,000, THEN not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in Section section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any such Asset Sale, shall be applied as a mandatory prepayment of principal of the outstanding Loans; providedPROVIDED, that (i) if no Default under Section section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, and (iii) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 12 month period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Borrower so indicates such reinvestment will take placebe so reinvested. If at the end of any such 12 month period any portion of such Net Cash Proceeds has not been so reinvested or upon the occurrence and continuation of an Event of Defaultreinvested, the Borrower will immediately make a prepayment of the principal outstanding Loans as provided above in an amount, conforming to the requirements as to amount of firstprepayments contained in section 5.1, Unpaid Drawings, and second, after all Unpaid Drawings have been paid in full, Loansat least equal to such remaining amount.

Mandatory Prepayment—Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, the Borrower and its Subsidiaries have received cumulative Cash Proceeds during such fiscal year from one or more Asset Sales (other than any Asset Sale permitted pursuant to Section 9.2(a) or (f)) of at least $500,0001,000,000, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in Section section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale, shall be applied as a mandatory prepayment of principal of the outstanding General Revolving Loans; providedPROVIDED, that (i) if no Default under Section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, and (iii) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 12 month period, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Borrower so indicates that such reinvestment will take place. If at the end of any such 12 month period any portion of such Net Cash Proceeds has not been so reinvested or upon the occurrence and continuation of an Event of Defaultreinvested, the Borrower will immediately make a prepayment of the principal outstanding General Revolving Loans as provided above in an amount, conforming to the requirements as to amount of firstprepayments contained in section 5.1, Unpaid Drawings, and second, after all Unpaid Drawings have been paid in full, Loansat least equal to such remaining amount.

Mandatory Prepayment—Certain Proceeds of Asset Sales. If during any fiscal year of the Borrower, the Borrower and its Subsidiaries have received cumulative Cash Proceeds during such fiscal year from one or more Asset Sales (other than any Asset Sale permitted pursuant to Section 9.2(a) or (f)) of at least $500,00025,000,000 (“Annual Asset Sale Basket”), not later than the third fifth Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in Section section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale, shall be applied as a mandatory prepayment of principal of the outstanding first, Swing Line Loans, second, after all Swing Line Loans have been paid in full, Unpaid Drawings, and third, after all Unpaid Drawings have been paid in full, Revolving Loans; provided, that if (iA) if no Default under Section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 12 months, continuing and (iiiB) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 12 month periodassets used or useful within 365 days, then no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Borrower so indicates such reinvestment will take place. If at the end of any such 12 month 365 day period any portion of such Net Cash Proceeds has not been so reinvested or upon the occurrence and continuation of an Event of Defaultreinvested, the Borrower will immediately promptly (and in any event within five Business Days) make a prepayment of the principal in an amount equal to the portion of the Net Cash Proceeds which has not been reinvested of first, Swing Line Loans, second, after all Swing Line Loans have been paid in full, Unpaid Drawings, and secondthird, after all Unpaid Drawings have been paid in full, Revolving Loans. Notwithstanding the foregoing, if any Event of Default occurs after the date the Borrower receives any such Cash Proceeds from any Asset Sale, 100% of the Net Cash Proceeds received in excess of the Annual Asset Sale Basket (to the extent not reinvested prior to such Event of Default) in any fiscal year from any Asset Sales, shall be applied as a mandatory prepayment of principal of first, Swing Line Loans, second, after all Swing Line Loans have been paid in full, Unpaid Drawings, and third, after all Unpaid Drawings have been paid in full, Revolving Loans.