Common use of Mandatory Prepayment in Certain Events Clause in Contracts

Mandatory Prepayment in Certain Events. If any one of the following events shall occur: (i) Representatives of CSC Partners shall cease to constitute a majority of the Partnership's Partnership Committee (or similar body which may replace such Partnership Committee) or the rights and powers of such Partnership Committee shall be materially diminished in a manner such that the Partnership's Partnership Committee (or similar body which may replace such Partnership Committee) shall cease to have substantially the same ability to control the operations or policies of the Partnership as it has on the date hereof; or (ii) CSC Enterprises, Inc. shall cease to be the Managing Partner (unless the successor Managing Partner is a Subsidiary of the Corporation of which the Corporation owns at least 80% of the voting stock) or, if CSC Enterprises, Inc. is the Managing Partner of the Partnership, the Corporation shall cease to own, directly or indirectly, at least 80% of the voting stock of CSC Enterprises, Inc., or the rights and powers of the Managing Partner shall be materially diminished in a manner such that the Managing Partner shall cease to have substantially the same ability to control the operations or policies of the Partnership as it has on the date hereof; or (iii) The Partnership shall transfer a majority of its assets to any Person other than the Corporation or one or more Subsidiaries of the Corporation of which the Corporation owns at least 80% of the voting stock; or (iv) The Corporation shall cease to directly or indirectly (through its Subsidiaries of which it owns at least 80% of the voting stock) own more than 50% of the outstanding partnership interest of the Partnership; then, and in any such event, the Partnership shall immediately prepay in full the A Advances made to the Partnership, and shall immediately make an offer to all Lenders which have made B Advances to the Partnership to prepay such B Advances, and shall immediately prepay in full the B Advances of all Lenders accepting such offer, and in the case of all Advances so prepaid the Partnership will pay interest accrued to the date of prepayment and will reimburse the Lenders in respect thereof pursuant to Section 9.04(b).

Mandatory Prepayment in Certain Events. If any one of the following events shall occur: (i) Representatives any Person or Persons acting in concert shall acquire beneficial ownership of CSC Partners more than 40% of the Company's voting stock; or (ii) during any period of up to 12 months, individuals who at the beginning of such period were directors of the Company shall cease to constitute a majority of the PartnershipCompany's Partnership Committee (or similar body which may replace such Partnership Committee) or the rights and powers board of such Partnership Committee shall be materially diminished in a manner such that the Partnership's Partnership Committee (or similar body which may replace such Partnership Committee) shall cease to have substantially the same ability to control the operations or policies of the Partnership as it has on the date hereof; or (ii) CSC Enterprises, Inc. shall cease to be the Managing Partner (unless the successor Managing Partner is a Subsidiary of the Corporation of which the Corporation owns at least 80% of the voting stock) or, if CSC Enterprises, Inc. is the Managing Partner of the Partnership, the Corporation shall cease to own, directly or indirectly, at least 80% of the voting stock of CSC Enterprises, Inc., or the rights and powers of the Managing Partner shall be materially diminished in a manner such that the Managing Partner shall cease to have substantially the same ability to control the operations or policies of the Partnership as it has on the date hereofdirectors; or (iii) The Partnership the Company or any of its Material Subsidiaries shall transfer convey, transfer, lease or otherwise dispose of (whether in one transaction or in a majority series of transactions) all or a substantial portion of its assets (whether now owned or hereafter acquired) to any Person other than the Corporation or one or more Subsidiaries of the Corporation of which the Corporation owns at least 80% of the voting stockPerson; or (iv) The Corporation shall cease to directly any Debt which is outstanding in a principal amount of at least $25,000,000 in the aggregate (but excluding Debt arising under this Agreement) of the Company or indirectly (through any of its Subsidiaries (as the case may be) shall be required to be prepaid (other than by a regularly scheduled required prepayment or by a required prepayment of which it owns at least 80% insurance proceeds or by a required prepayment as a result of formulas based on asset sales or excess cash flow), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the voting stock) own more stated maturity thereof (other than 50% of the outstanding partnership interest of the Partnershipas set forth in Section 6.01(d)); then, and in any such event, if the Partnership Administrative Agent shall have received notice from any Lender (or the Requisite Lenders with respect to Section 2.06(b)(iv)) that such Lender or Lenders elect to have the Advances prepaid in full and the Commitments terminated and the Administrative Agent shall have provided notice to the Borrowers that the Advances are to be prepaid in full and the Commitments are to be terminated, (A) the Borrowers shall immediately prepay in full the A Advances made to the Partnership, and shall immediately make an offer to all Lenders which have made B Advances to the Partnership to prepay such B Advances, and shall immediately prepay in full the B Advances of all Lenders accepting such offer, and in the case of all Advances so prepaid the Partnership will pay together with interest accrued to the date of prepayment and will reimburse the Lenders in respect thereof pursuant to Section 9.04(b), (B) the Domestic Borrower shall immediately cash collateralize the Letters of Credit pursuant to Section 6.02 and (C) the Commitments shall immediately terminate.

Mandatory Prepayment in Certain Events. If any one of the -------------------------------------- following events shall occur: (i) Representatives of CSC Partners shall cease to constitute a majority of the Partnership's Partnership Committee (or similar body which may replace such Partnership Committee) or the rights and powers of such Partnership Committee shall be materially diminished in a manner such that the Partnership's Partnership Committee (or similar body which may replace such Partnership Committee) shall cease to have substantially the same ability to control the operations or policies of the Partnership as it has on the date hereof; or (ii) CSC Enterprises, Inc. shall cease to be the Managing Partner (unless the successor Managing Partner is a Subsidiary of the Corporation of which the Corporation owns at least 80% of the voting stock) or, if CSC Enterprises, Inc. is the Managing Partner of the Partnership, the Corporation shall cease to own, directly or indirectly, at least 80% of the voting stock of CSC Enterprises, Inc., or the rights and powers of the Managing Partner shall be materially diminished in a manner such that the Managing Partner shall cease to have substantially the same ability to control the operations or policies of the Partnership as it has on the date hereof; or (iii) The Partnership shall transfer a majority of its assets to any Person other than the Corporation or one or more Subsidiaries of the Corporation of which the Corporation owns at least 80% of the voting stock; or (iv) The Corporation shall cease to directly or indirectly (through its Subsidiaries of which it owns at least 80% of the voting stock) own more than 50% of the outstanding partnership interest of the Partnership; then, and in any such event, the Partnership shall immediately prepay in full the A Advances made to the Partnership, and shall immediately make an offer to all Lenders which have made B Advances to the Partnership to prepay such B Advances, and shall immediately prepay in full the B Advances of all Lenders accepting such offer, and in the case of all Advances so prepaid the Partnership will pay interest accrued to the date of prepayment and will reimburse the Lenders in respect thereof pursuant to Section 9.04(b).

Mandatory Prepayment in Certain Events. If any one of the following events shall occur: (i) Representatives any Person or Persons acting in concert shall acquire beneficial ownership of CSC Partners more than 40% of the Borrower's voting stock; or (ii) during any period of up to 12 months, individuals who at the beginning of such period were directors of the Borrower shall cease to constitute a majority of the PartnershipBorrower's Partnership Committee (or similar body which may replace such Partnership Committee) or the rights and powers board of such Partnership Committee shall be materially diminished in a manner such that the Partnership's Partnership Committee (or similar body which may replace such Partnership Committee) shall cease to have substantially the same ability to control the operations or policies of the Partnership as it has on the date hereof; or (ii) CSC Enterprises, Inc. shall cease to be the Managing Partner (unless the successor Managing Partner is a Subsidiary of the Corporation of which the Corporation owns at least 80% of the voting stock) or, if CSC Enterprises, Inc. is the Managing Partner of the Partnership, the Corporation shall cease to own, directly or indirectly, at least 80% of the voting stock of CSC Enterprises, Inc., or the rights and powers of the Managing Partner shall be materially diminished in a manner such that the Managing Partner shall cease to have substantially the same ability to control the operations or policies of the Partnership as it has on the date hereofdirectors; or (iii) The Partnership the Company or any of its Material Subsidiaries shall transfer convey, transfer, lease or otherwise dispose of (whether in one transaction or in a majority series of transactions) all or a substantial portion of its assets (whether now owned or hereafter acquired) to any Person other than the Corporation or one or more Subsidiaries of the Corporation of which the Corporation owns at least 80% of the voting stockPerson; or (iv) The Corporation shall cease to directly any Debt which is outstanding in a principal amount of at least $25,000,000 in the aggregate (but excluding Debt arising under this Agreement) of the Borrower or indirectly (through any of its Subsidiaries (as the case may be) shall be required to be prepaid (other than by a regularly scheduled required prepayment or by a required prepayment of which it owns at least 80% insurance proceeds or by a required prepayment as a result of formulas based on asset sales or excess cash flow), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the voting stock) own more stated maturity thereof (other than 50% of the outstanding partnership interest of the Partnershipas set forth in Section 6.01(d)); then, and in any such event, if the Partnership Administrative Agent shall have received notice from any Lender (or the Requisite Lenders with respect to Section 2.06(b)(iv)) that such Lender or Lenders elect to have the Advances prepaid in full and the Commitments terminated and the Administrative Agent shall have provided notice to the Borrower that the Advances are to be prepaid in full and the Commitments are to be terminated, (A) the Borrower shall immediately prepay in full the A Advances made to the Partnership, and shall immediately make an offer to all Lenders which have made B Advances to the Partnership to prepay such B Advances, and shall immediately prepay in full the B Advances of all Lenders accepting such offer, and in the case of all Advances so prepaid the Partnership will pay together with interest accrued to the date of prepayment and will reimburse the Lenders in respect thereof pursuant to Section 9.04(b)8.04(b) and (B) the Commitments shall immediately terminate.