Common use of Mandatory Prepayments and Cover Clause in Contracts

Mandatory Prepayments and Cover. Except, in each case, as provided in Section 3.3 hereof, (1) Insurance Proceeds and Condemnation Awards. (i) Promptly following the receipt thereof by U.S. Borrower or any of its Subsidiaries (other than a Borrower or a Subsidiary of Canadian Borrower or U.K. Borrower which is a Foreign Subsidiary), U.S. Borrower shall deposit or cause to be deposited with U.S. Agent in an interest bearing account (but without any obligation to maximize such interest) all of the net cash proceeds of any payment or award in excess of $1,000,000 made to any such Person under any policy of Property insurance with respect to any Property owned by such Person or pursuant to any condemnation award with respect to any such Property; provided such amounts have not theretofore been reasonably expended for the restoration or replacement of the asset in respect of which such payment or award was made. Such amounts shall be collaterally assigned to U.S. Agent as security for the U.S. Obligations in a manner reasonably acceptable to U.S. Agent. Upon delivery to U.S. Agent of written certification by U.S. Borrower that the applicable Obligor has reasonably expended amounts or committed in writing to expend amounts for the restoration or replacement of the asset in respect of which such payment or award was made, specifying the amount expended or committed, so long as no Default or Event of Default shall have occurred and be continuing any such amount deposited with U.S. Agent shall be released by U.S. Agent to U.S. Borrower; provided, however, that, in the event that within 180 days of receipt of such payment or award by U.S. Borrower, to the extent U.S. Borrower shall not have actually spent or certified to U.S. Agent its intention to expend a substantially equivalent amount for the restoration or replacement of the asset in respect of which such payment or award was made or to purchase other assets that may be productively used in the business of the U.S. Borrower or the applicable Subsidiary, U.S. Borrower shall make a prepayment on the Term Loans (using any funds deposited with U.S. Agent pursuant to this Section 3.2(b)(1) or other funds) in the amount of the excess of the amount of such payment or award over the amount of such expenditures and/or commitment on such 180th day. Such prepayment shall be applied to the Term Notes secured by the applicable Collateral and shall be applied to scheduled principal installments in inverse order of their maturities. (ii) In cases where the amount of the net cash proceeds of any payment or award is equal to or less than $1,000,000 and no Default or Event of Default has occurred and is continuing, such proceeds may be paid to any Obligor, and if received by U.S. Agent shall be paid by U.S. Agent to U.S. Borrower, for use in paying for replacements or repairs of or substitutes for the damaged, destroyed or taken assets or in a manner otherwise consistent with this Agreement.

Mandatory Prepayments and Cover. Except, in each case, as provided in ------------------------------- Section 3.3 hereof,, ----------- (1) 1 Insurance Proceeds and Condemnation Awards.. ------------------------------------------ (i) Promptly following the receipt thereof by U.S. Borrower or any of its Subsidiaries (other than a Borrower or a Subsidiary of Canadian Borrower or U.K. Borrower which is a Foreign Subsidiary)Obligor, U.S. Borrower shall deposit or cause to be deposited with U.S. Agent in an interest bearing account (but without any obligation to maximize such interest) all of the net cash proceeds of any payment or award in excess of $1,000,000 500,000 made to any such Person Obligor under any policy of Property insurance with respect to any Property owned by such Person of the Collateral or pursuant to any condemnation award with respect to any such Property; of the Collateral provided such amounts have not theretofore been reasonably expended for the restoration or replacement of the asset in respect of which such payment or award was made. Such amounts shall be collaterally assigned to U.S. Agent as security for the U.S. same portion of the Obligations as the applicable Collateral secured in a manner reasonably acceptable to U.S. Agent. Upon delivery to U.S. Agent of written certification by U.S. Borrower that the applicable Obligor has reasonably expended amounts or committed in writing to expend amounts for the restoration or replacement of the asset in respect of which such payment or award was made, specifying the amount expended or committed, so long as no Default or Event of Default shall have occurred and be continuing any such amount deposited with U.S. Agent shall be released by U.S. Agent to U.S. Borrower; provided, however, that, in the event that within 180 365 days -------- ------- of receipt of such payment or award by U.S. Borrower, to the extent U.S. Borrower shall not have actually spent or certified to U.S. Agent its intention to expend a substantially an equivalent amount for the restoration or replacement of the asset in respect of which such payment or award was made or to purchase other assets that may be productively used in the business of the U.S. Borrower or the applicable Subsidiarymade, U.S. Borrower shall make a prepayment on the Term Loans (using any funds deposited with U.S. Agent pursuant to this Section 3.2(b)(1) or other funds) in the amount of ----------------- the excess of the amount of such payment or award over the amount of such expenditures and/or commitment on such 180th 365th day. Such prepayment shall be applied to the Term Notes secured by the applicable Collateral and shall be applied to scheduled principal installments in inverse order of their maturities. (ii) In cases where the amount of the net cash proceeds of any payment or award is equal to or less than $1,000,000 500,000 and no Default or Event of Default has occurred and is continuing, such proceeds may be paid to any Obligor, and if received by U.S. Agent shall be paid by U.S. Agent to U.S. Borrower, for use in paying for replacements or repairs of or substitutes for the damaged, destroyed or taken assets or in a manner otherwise consistent with this Agreementassets.

Mandatory Prepayments and Cover. Except, in each case, as provided in Section 3.3 hereof, (1) Insurance Proceeds and Condemnation Awards. (i) Promptly following the receipt thereof by U.S. Borrower or any of its Subsidiaries (other than a Borrower or a Subsidiary of Canadian Borrower or U.K. Borrower which is a Foreign Subsidiary)Obligor, U.S. Borrower shall deposit or cause to be deposited with U.S. Agent in an interest bearing account (but without any obligation to maximize such interest) all of the net cash proceeds of any payment or award in excess of $1,000,000 250,000 made to any such Person Obligor under any policy of Property insurance with respect to any Property owned by such Person of the Collateral or pursuant to any condemnation award with respect to any such Property; of the Collateral provided such amounts have not theretofore been reasonably expended for the restoration or replacement of the asset in respect of which such payment or award was made. Such amounts shall be collaterally assigned to U.S. Agent as security for the U.S. same portion of the Obligations as the applicable Collateral secured in a manner reasonably acceptable to U.S. Agent. Upon delivery to U.S. Agent of written certification by U.S. Borrower that the applicable Obligor has reasonably expended amounts or committed in writing to expend amounts for the restoration or replacement of the asset in respect of which such payment or award was made, specifying the amount expended or committed, so long as no Default or Event of Default shall have occurred and be continuing any such amount deposited with U.S. Agent shall be released by U.S. Agent to U.S. Borrower; provided, however, that, in the event that within 180 days of receipt of such payment or award by U.S. Borrower, to the extent U.S. Borrower shall not have actually spent or certified to U.S. Agent its intention to expend a substantially an equivalent amount for the restoration or replacement of the asset in respect of which such payment or award was made or to purchase other assets that may be productively used in the business of the U.S. Borrower or the applicable Subsidiarymade, U.S. Borrower shall make a prepayment on the Term Advance Loans (using any funds deposited with U.S. Agent pursuant to this Section 3.2(b)(1) or other funds) in the amount of the excess of the amount of such payment or award over the amount of such expenditures and/or commitment on such 180th day. Such prepayment shall be applied to the Term Advance Notes secured by the applicable Collateral and shall be applied to scheduled principal installments in inverse order of their maturities. (ii) In cases where the amount of the net cash proceeds of any payment or award is equal to or less than $1,000,000 250,000 and no Default or Event of Default has occurred and is continuing, such proceeds may be paid to any Obligor, and if received by U.S. Agent shall be paid by U.S. Agent to U.S. Borrower, for use in paying for replacements or repairs of or substitutes for the damaged, destroyed or taken assets or in a manner otherwise consistent with this Agreementassets.

Mandatory Prepayments and Cover. Except, in each case, (a) Events Requiring Prepayment and Cover (i) Borrowing Base and Working Capital Commitment Amount. The Company shall prepay the Loans (or provide cover for Letter of Credit Liabilities as provided below) in such amounts as shall be necessary so that Total Exposure (determined without giving effect to outstanding Permissible Overadvances made in accordance with Section 3.3 hereof,2.01(d)) shall be less than or equal to Maximum Facility Availability. (1ii) Insurance Proceeds and Condemnation Awards. (i) . Promptly following the receipt thereof by U.S. Borrower the Company or any of its Subsidiaries, the Company shall deposit into an account (the "Insurance Proceeds Account") with the Administrative Agent an amount of cash or Liquid Investments equal to the aggregate Net Cash Proceeds of any payment made to the Company or any of its Subsidiaries (other than a Borrower or a Subsidiary of Canadian Borrower or U.K. Borrower which is a Foreign Subsidiary), U.S. Borrower shall deposit or cause to be deposited with U.S. Agent in an interest bearing account (but without any obligation to maximize such interesti) all of the net cash proceeds of any payment or award in excess of $1,000,000 made to any such Person under any policy of Property insurance with respect to any Property owned by such Person Insurance Policy or (ii) pursuant to any condemnation award with award. With respect to any such Property; provided such amounts have not theretofore been reasonably expended for the restoration or replacement of the asset in respect of which such payment or award was made. Such amounts shall be collaterally assigned to U.S. Agent as security for the U.S. Obligations in a manner reasonably acceptable to U.S. Agent. Upon delivery to U.S. Agent of written certification by U.S. Borrower that the applicable Obligor has reasonably expended amounts or committed in writing to expend amounts for the restoration or replacement of the asset in respect of which such payment or award was made, specifying the amount expended or committedaward, so long as no Default or Event of Default shall have has occurred and be continuing any such is continuing, the aggregate amount deposited with U.S. Agent shall be released by U.S. Agent to U.S. Borrower; provided, however, that, in the event that within 180 days of receipt of such payment Net Cash Proceeds which the Company or award by U.S. Borrower, to the extent U.S. Borrower shall not have actually spent such Subsidiary has expended or certified to U.S. Agent its intention committed to expend a substantially equivalent amount for the restoration or replacement of the asset in respect of which such payment or award was made shall be released by the Administrative Agent to the Company upon request (specifying in reasonable detail the use of the released funds) to pay for such restoration or to purchase other assets replacement; provided that may be productively used in the business event that within 270 days of receipt of such payment the Company or such Subsidiary shall not have expended or committed to expend an equivalent amount for the restoration or replacement of the U.S. Borrower or the applicable Subsidiaryasset in respect of which such payment was made, U.S. Borrower shall make a prepayment on the Term Loans (using any funds deposited with U.S. Agent pursuant to this Section 3.2(b)(1) or other funds) in the amount of the excess of the amount of such payment or award over the amount of such expenditures and/or commitment and commitments shall be transferred from the Insurance Proceeds Account to the Collateral Account and applied to prepay the Loans (or provide cover for Letter of Credit Liabilities as provided below) on such 180th 270th day. Such prepayment shall be applied to the Term Notes secured by the applicable Collateral and shall be applied to scheduled principal installments in inverse order of their maturities. (ii) In cases where the amount of the net cash proceeds of any payment or award is equal to or less than $1,000,000 and no Default or Event of Default has occurred and is continuing, such proceeds may be paid to any Obligor, and if received by U.S. Agent shall be paid by U.S. Agent to U.S. Borrower, for use in paying for replacements or repairs of or substitutes for the damaged, destroyed or taken assets or in a manner otherwise consistent with this Agreement.