Common use of SALES AND ISSUANCES PROCEEDS ACCOUNT Clause in Contracts

SALES AND ISSUANCES PROCEEDS ACCOUNT. Amounts on deposit in the Sales and Issuances Proceeds Account shall be applied as follows: (a) if such amounts are Net Cash Proceeds of any new issuance after the Closing Date of Capital Stock of the Company, to the extent such Net Cash Proceeds are not otherwise invested as permitted pursuant to Section 2.9(c)(i), after depositing the specified portion to the Capacity Upgrades Reserve Account, the remainder of such Net Cash Sales Proceeds on deposit in the Sales and Issuance Proceeds Account shall be distributed, 50% to the Administrative Agent for the prepayment of the Loans in accordance with Section 2.9(c)(i) and, so long as no Default or Event of Default shall have occurred and be continuing, 50% to the Company, to be used in such manner (including equity dividends or distribution to the Company's Excess Cash Flow Account) as the Company shall determine in accordance with the terms hereof; (b) if such amounts are Net Cash Proceeds in respect of any sale, transfer or other disposition of any asset of the Company or any Subsidiary (other than sales, transfers or dispositions described in clause (a) of Section 6.4 and dispositions resulting in aggregate Net Cash Proceeds not exceeding $1,000,000 during any fiscal year of the Company), (i) an amount equal to the portion thereof being held to be used to replace such asset disposed of with a similar asset of at least substantially the same value, utility and useful life (which shall be specified in a certificate of the Company delivered to the Administrative Agent when such Net Cash Proceeds are deposited) shall be held and applied to the payment of the relevant expenses upon receipt by the Administrative Agent of a certificate of the Company specifying the Person(s) to whom such expenses are due and owing, and (ii) if any such Net Cash Proceeds are not expended in accordance with clause (i) above within three months of their receipt into the Sales and Issuances Proceeds Account, such Net Cash Proceeds shall be applied to the prepayment of the Loans in accordance with Section 2.9(c)(iii); and (c) if such amounts are Net Cash Proceeds of a Permitted Sale Leaseback Transaction, such amount shall be applied to the prepayment of the Loans in accordance with Section 2.9(e).

SALES AND ISSUANCES PROCEEDS ACCOUNT. Amounts on deposit in the Sales and Issuances Proceeds Account shall be applied as follows: (a) if such amounts are Net Cash Proceeds of any new issuance after the Closing Date of Capital Stock of the Borrower or any Permitted Parent Company, (i) an amount equal to the extent portion thereof being held in accordance with the proviso contained in Section 2.9(c)(i) for application to the payment of Permitted Upgrades (which shall be specified in a certificate of the Borrower delivered to the Collateral Trustee and the Administrative Agent before or when such Net Cash Proceeds are deposited) shall be held and applied to the payment thereof upon receipt by the Collateral Trustee and the Administrative Agent of a certificate of the Borrower specifying the Person(s) to whom such payment of Permitted Upgrades are due and owing, PROVIDED that no amount shall be expended under this clause (i) if a Default, Event of Default or Designated Event shall have occurred and be continuing; PROVIDED, FURTHER, if any such portion is not otherwise invested expended within six months (or such longer period not in excess of one year as permitted pursuant the Administrative Agent may approve in writing) of its receipt into the Sales 126 and Issuances Proceeds Account, the Collateral Trustee shall, at the request of the Administrative Agent, apply 50% of such unexpended amount to the Administrative Agent to prepay the Loans in accordance with Section 2.9(c)(i), after depositing the specified portion to the Capacity Upgrades Reserve Account, ) and the remainder of such Net Cash Sales Proceeds on deposit unexpended amount shall remain in the Sales and Issuance Proceeds Account or, at the request of the Borrower, be distributed to the Borrower and (ii) the remainder shall be distributed, 50% to the Administrative Agent for the prepayment of the Loans in accordance with Section 2.9(c)(i) and, so long as no Default or Event of Default shall have occurred and be continuing, 50% to the CompanyBorrower, to be used in such manner (including equity dividends or distribution to the Company's Excess Cash Flow Revenue Account) as the Company Borrower shall determine in accordance with the terms hereofof this Agreement; (b) if such amounts are Net Cash Proceeds of an incurrence of Indebtedness after the Closing Date by the Borrower in accordance with clause (g) of Section 6.1 or by any Subsidiary of the Borrower or any Permitted Parent Company (i) an amount equal to the portion thereof being held in accordance with the proviso contained in Section 2.9(c)(ii) for application to the payment of Permitted Upgrades (which shall be specified in a certificate of the Borrower delivered to the Collateral Trustee and the Administrative Agent when such Net Cash Proceeds are deposited) shall be held and applied to the payment thereof upon receipt of a certificate of the Borrower specifying the Person(s) to whom such payments of Permitted Upgrades are due and owing, PROVIDED that no amount shall be expended under this clause (i) if a Default, Event of Default or Designated Event shall have occurred and be continuing and (ii) the remainder shall be applied to the prepayment of the Loans in accordance with Sections 2.9(c)(ii) and 2.9(j); (c) if such amounts are Net Cash Proceeds in respect of any sale, transfer or other disposition of any asset of the Company or any Subsidiary Borrower (other than sales, transfers or dispositions of Capacity described in clause (a) of Section 6.4 and dispositions resulting in aggregate Net Cash Proceeds not exceeding $1,000,000 during any fiscal year of the CompanyBorrower), (i) an amount equal to the portion thereof being held to be used to replace such asset disposed of with a similar asset of at least substantially the same value, utility and useful life (which shall be specified in a certificate of the Company Borrower delivered to the Collateral Trustee and the Administrative Agent when such Net Cash Proceeds proceeds are deposited) shall be held and applied to the payment of the relevant expenses upon receipt by the Collateral Trustee and the Administrative Agent of a certificate of the Company Borrower specifying the Person(s) to whom such expenses are due and owing, and (ii) if any such Net Cash Proceeds are not expended in accordance with clause (i) above within three months of their receipt into the Sales and Issuances Proceeds Account, such Net Cash Proceeds shall be applied to the prepayment of the Loans in accordance with Section Sections 2.9(c)(iii) and 2.9(j); and (cd) if such amounts are Net Cash Proceeds of a Permitted Sale Leaseback Transaction, such amount shall be distributed to the Administrative Agent to be applied to the prepayment of the Loans in accordance with Section Sections 2.9(e) and 2.9(j).

SALES AND ISSUANCES PROCEEDS ACCOUNT. Amounts on deposit ------------------------------------ in the Sales and Issuances Proceeds Account shall be applied as follows: (a) if such amounts are Net Cash Proceeds of any new issuance after the Closing Date of Capital Stock Equity Interests of the Company, to the extent such Net Cash Proceeds are not otherwise invested as permitted pursuant to Section 2.9(c)(i), after depositing the specified portion to the Capacity Upgrades Reserve Account, the remainder of such Net Cash Sales Proceeds on deposit in the Sales and Issuance Proceeds Account shall be distributed, 50% to the Administrative Agent for the prepayment of the Loans in accordance with Section 2.9(c)(i) and, so long as no Default Borrower or Event of Default shall have occurred and be continuing, 50% to the Company, to be used in such manner (including equity dividends or distribution to the Company's Excess Cash Flow Account) as the Company shall determine in accordance with the terms hereof; (b) if such amounts are Net Cash Proceeds in respect of any sale, transfer or other disposition of any asset of the Company or any Subsidiary (other than sales, transfers or dispositions described in clause (a) of Section 6.4 and dispositions resulting in aggregate Net Cash Proceeds not exceeding $1,000,000 during any fiscal year of the Company)Parent, (i) an amount equal to the portion thereof being held in accordance with the proviso contained in clause (i) of Section 2.11(c) for application to be used to replace such asset disposed the ---------- --------------- payment of with a similar asset of at least substantially the same value, utility and useful life Permitted Costs (which shall be specified in a certificate of the Company Borrower delivered to the Administrative Agent when such Net Cash Proceeds are deposited) shall be held and applied to the payment thereof upon receipt of a certificate of the Borrower specifying the Person(s) to whom such Permitted Costs are due and owing (provided that any portion thereof which is being held for the payment of Capital Costs shall be transferred to the Construction Account or, after the Commercial Operation Date, the Revenue Account or, after the Availability Period, the Clean-Up Account) and (ii) the remainder shall be applied, 50% to the prepayment of the Loans in accordance with clause (i) of Section 2.11(c) and 50% to the ---------- --------------- Checking Accounts designated by the Borrower to be used for Permitted Activities; (b) if any such amounts are Net Cash Proceeds of an incurrence of Indebtedness by the Borrower or Parent after the Closing Date (other than Indebtedness permitted by Section 6.01, but subject in any event to the ------------ limitations contained in Section 6.01), such Net Cash Proceeds shall be ------------ applied to the prepayment of the Loans in accordance with clause (ii) of ----------- Section 2.11(c); and --------------- (c) if such amounts are Net Cash Proceeds in respect of any sale, transfer, lease or other disposition of any asset of the Borrower or any Subsidiary, (i) an amount equal to the portion thereof being held to be reinvested in the Borrower's or any Subsidiary's business (which shall be specified in a certificate of the Borrower delivered to the Administrative Agent when such Net Cash proceeds are deposited) shall be held and applied to the payment of the relevant expenses upon receipt by the Administrative Agent of a certificate of the Company Borrower specifying the Person(s) to whom such expenses are due and owing, and (ii) if any such Net Cash Proceeds are not expended in accordance with clause (i) above ---------- within three six months of their receipt into the Sales and Issuances Proceeds Account, such Net Cash Proceeds (net of the portion being transferred to the Revenue Account pursuant to clause (iii) below), shall be applied to ------------ the prepayment of the Loans in accordance with clause (iii) of Section 2.9(c)(iii); and ------------ ------- 2.11(c) and (ciii) if all such amounts are other Net Cash Proceeds of a Permitted Sale Leaseback Transaction, such amount shall be which are not being held ------- pursuant to clause (i) above or are not being applied to the prepayment of ---------- the Loans in accordance with pursuant to clause (iii) of Section 2.9(e)2.11(c),shall be transferred ------------ --------------- to the Revenue Account.

SALES AND ISSUANCES PROCEEDS ACCOUNT. Amounts on deposit in the Sales and Issuances Proceeds Account shall be applied as follows: (a) if such amounts are Net Cash Proceeds of any new issuance after the Closing Date of Capital Stock of the Company or a Subsidiary of the Company, to the extent such Net Cash Proceeds are not otherwise invested as permitted pursuant to Section 2.9(c)(i), after depositing the specified portion to the Capacity Upgrades Reserve Account, the remainder of such Net Cash Sales Proceeds on deposit in the Sales and Issuance Proceeds Account shall be distributed, 50% shall be distributed to the Administrative Agent for the prepayment of the Loans in accordance with Section 2.9(c)(i) and, so long as no Default or Event of Default shall have occurred and be continuing, 50% shall be distributed to the Company, Company to be used in such manner (including equity dividends or distribution to the Company's Excess Cash Flow Distribution Account) as the Company shall determine in accordance with the terms hereof; (b) if such amounts are Net Cash Proceeds in respect of any sale, transfer or other disposition of any asset of the Company or any Subsidiary (other than sales, transfers or dispositions described thereof as set forth in clause (a) of Section 6.4 and dispositions resulting in aggregate Net Cash Proceeds not exceeding $1,000,000 during any fiscal year of the Company2.9(c)(iii), (i) an amount equal to the portion thereof being held to be used to replace such asset disposed of with a similar asset of at least substantially the same value, utility and useful life (which shall be specified in a certificate of the Company delivered to the Administrative Agent when such Net Cash Proceeds are deposited) shall be held in the Sales and Issuance Proceeds Account and applied to the payment of the relevant expenses upon receipt by the Administrative Agent of a certificate of the Company specifying the Person(s) to whom such expenses are due and owing, and (ii) if any such Net Cash Proceeds are not expended in accordance with clause (i) above within three months of their receipt into the Sales and Issuances Proceeds Account, such Net Cash Proceeds shall be applied to the prepayment of the Loans in accordance with Section 2.9(c)(iii); and (c) if such amounts are Net Cash Proceeds of a Permitted Sale Leaseback Transaction, such amount shall be applied to the prepayment of the Loans in accordance with Section 2.9(e).

SALES AND ISSUANCES PROCEEDS ACCOUNT. Amounts on deposit ------------------------------------ in the Sales and Issuances Proceeds Account shall be applied as follows: (a) if such amounts are Net Cash Proceeds of any new issuance after the Closing Date of Capital Stock of the Company, to the extent such Net Cash Proceeds are not otherwise invested as permitted pursuant to Section 2.9(c)(i), after depositing the specified portion to the Capacity Upgrades Reserve Account, the remainder of such Net Cash Sales Proceeds on deposit in the Sales and Issuance Proceeds Account shall be distributed, 50% to the Administrative Agent for the prepayment of the Loans in accordance with Section 2.9(c)(i) and, so long as no Default or Event of Default shall have occurred and be continuing, 50% to the Company, to be used in such manner (including equity dividends or distribution to the Company's Excess Cash Flow Account) as the Company shall determine in accordance with the terms hereof; (b) if such amounts are Net Cash Proceeds in respect of any sale, transfer or other disposition of any asset of the Company or any Subsidiary (other than sales, transfers or dispositions described in clause (a) of Section 6.4 and dispositions resulting in aggregate Net Cash Proceeds not exceeding $1,000,000 during any fiscal year of the Company)Borrower, (i) an amount equal to the portion thereof being held in accordance with the proviso contained in clause (i) of Section 2.11(c) for application to be used to replace such asset disposed the payment of with a similar asset of at least substantially the same value, utility and useful life Permitted ---------- --------------- Costs (which shall be specified in a certificate of the Company Borrower delivered to the Administrative Agent when such Net Cash Proceeds are deposited) shall be held and applied to the payment thereof upon receipt of a certificate of the Borrower specifying the Person(s) to whom such Permitted Costs are due and owing (provided that any portion thereof which is being held for the payment of Capital Costs shall be transferred to the Construction Account or, after the Commercial Operation Date, the Revenue Account or, after the Availability Period, the Clean-Up Account) and (ii) the remainder shall be applied, 50% to the prepayment of the Loans in accordance with Section 2.11(c)(i) and 50% to the Borrower, to be used in ------------------ such manner (including equity dividends) as the Borrower shall determine; (b) if such amounts are Net Cash Proceeds of an incurrence of Indebtedness by the Borrower or Holdings after the Closing Date (other than Indebtedness permitted by Section 6.01 and Indebtedness of Holdings ------------ permitted pursuant to Section 6.1 of the Holdings Note Purchase Agreement ----------- as in effect on the date hereof), such Net Cash Proceeds shall be applied to the prepayment of the Loans in accordance with Section 2.11(c)(ii); and ------------------- (c) if such amounts are Net Cash Proceeds in respect of any sale, transfer, lease or other disposition of any asset of the Borrower or any Subsidiary, (i) an amount equal to the portion thereof being held to be reinvested in the Borrower's or any Subsidiary's business (which shall be specified in a certificate of the Borrower delivered to the Administrative Agent when such Net Cash proceeds are deposited) shall be held and applied to the payment of the relevant expenses upon receipt by the Administrative Agent of a certificate of the Company Borrower specifying the Person(s) to whom such expenses are due and owing, and (ii) if any such Net Cash Proceeds are not expended in accordance with clause (i) above within three six months of their receipt into the Sales and ---------- Issuances Proceeds Account, such Net Cash Proceeds (net of the portion being transferred to the Revenue Account pursuant to clause (iii) below), ------------ shall be applied to the prepayment of the Loans in accordance with Section 2.9(c)(iii); and ------- 2.11(c)(iii) and (ciii) if all such amounts are other Net Cash Proceeds of a Permitted Sale Leaseback Transaction, such amount shall be which are not being ------------ held pursuant to clause (i) above or are not being applied to the ---------- prepayment of the Loans in accordance with pursuant to Section 2.9(e2.11(c)(iii), shall be -------------------- transferred to the Revenue Account.

SALES AND ISSUANCES PROCEEDS ACCOUNT. Amounts on deposit in the Sales and Issuances Proceeds Account shall be applied as follows: (a) if such amounts are Net Cash Proceeds of any new issuance after the Closing Date of Capital Stock of the Company, to the extent such Net Cash Proceeds are not otherwise invested as permitted pursuant to Section 2.9(c)(i), after depositing the specified portion to the Capacity Upgrades Reserve Account, the remainder of such Net Cash Sales Proceeds on deposit in the Sales and Issuance Proceeds Account shall be distributed, 50% to the Administrative Agent for the prepayment of the Loans in accordance with Section 2.9(c)(i) and, so long as no Default or Event of Default shall have occurred and be continuing, 50% to the Company, to be used in such manner 128 137 (including equity dividends or distribution to the Company's Excess Cash Flow Account) as the Company shall determine in accordance with the terms hereof; (b) if such amounts are Net Cash Proceeds in respect of any sale, transfer or other disposition of any asset of the Company or any Subsidiary (other than sales, transfers or dispositions described in clause (a) of Section 6.4 and dispositions resulting in aggregate Net Cash Proceeds not exceeding $1,000,000 during any fiscal year of the Company), (i) an amount equal to the portion thereof being held to be used to replace such asset disposed of with a similar asset of at least substantially the same value, utility and useful life (which shall be specified in a certificate of the Company delivered to the Administrative Agent when such Net Cash Proceeds are deposited) shall be held and applied to the payment of the relevant expenses upon receipt by the Administrative Agent of a certificate of the Company specifying the Person(s) to whom such expenses are due and owing, and (ii) if any such Net Cash Proceeds are not expended in accordance with clause (i) above within three months of their receipt into the Sales and Issuances Proceeds Account, such Net Cash Proceeds shall be applied to the prepayment of the Loans in accordance with Section 2.9(c)(iii); and (c) if such amounts are Net Cash Proceeds of a Permitted Sale Leaseback Transaction, such amount shall be applied to the prepayment of the Loans in accordance with Section 2.9(e).