TERM B EURO LOANS SHALL BE PAID IN EUROS.
(C)
MANDATORY PREPAYMENT UPON ASSET DISPOSITION
OR RECOVERY EVENT.
(I)
ON THE FIRST BUSINESS DAY AFTER THE DATE
OF RECEIPT THEREOF BY THE BORROWER AND/OR ANY OF ITS SUBSIDIARIES OF NET SALE
PROCEEDS FROM ANY ASSET DISPOSITION OR THE PROCEEDS OF A RECOVERY EVENT (OR IN
THE CASE OF A RECEIPT THEREOF BY A FOREIGN SUBSIDIARY OF THE BORROWER, SUCH
LATER DATE AS IS PRACTICABLE (BUT IN ANY EVENT NOT LATER THAN THE 360TH DAY OR
SUCH EARLIER DAY AS THE BORROWER IS OBLIGATED TO MAKE AN OFFER TO PURCHASE ANY
PUBLIC NOTES OR PERMITTED UNSECURED DEBT DUE TO SUCH ASSET DISPOSITION OR
RECOVERY EVENT) IN THE EVENT THAT SUCH MANDATORY REPAYMENT WOULD RESULT IN THE
PROVISIONS OF SECTIONS 151 ET SEQ. OF THE COMPANIES ACT 1985 OF ENGLAND BEING
BREACHED OR IN ANY FOREIGN SUBSIDIARY BREACHING ANY SIMILAR APPLICABLE LAW IN
ITS COUNTRY OF INCORPORATION), THE BORROWER SHALL CAUSE TO BE PAID A MANDATORY
REPAYMENT OF PRINCIPAL OF LOANS PURSUANT TO THE TERMS OF SECTION 4.5(A) IN AN
AMOUNT EQUAL TO THE GREATER OF (A) THE TERM LOAN RATABLE SHARE OF SUCH NET SALE
PROCEEDS OR SUCH PROCEEDS FROM A RECOVERY EVENT AND (B) 100% OF SUCH NET SALE
PROCEEDS OR SUCH PROCEEDS FROM A RECOVERY EVENT LESS THE APPLICABLE REQUIRED
NOTE OFFER AMOUNT PROCEEDS; PROVIDED, THAT IF SUCH ASSET DISPOSITION IS
PERMITTED BY SECTION 8.3(H) OR (I), THE NET SALE PROCEEDS THEREFROM SHALL NOT BE
REQUIRED TO BE SO APPLIED ON SUCH DATE TO THE EXTENT THAT (X) NO EVENT OF
DEFAULT OR UNMATURED EVENT OF DEFAULT THEN EXISTS AND (Y) THE BORROWER DELIVERS
A CERTIFICATE TO THE ADMINISTRATIVE AGENT ON OR PRIOR TO SUCH DATE STATING THAT
SUCH NET SALE PROCEEDS ARE EXPECTED TO BE USED TO PURCHASE ASSETS USED OR TO BE
USED IN THE BUSINESSES REFERRED TO IN SECTION 8.9 WITHIN 360 DAYS FOLLOWING THE
DATE OF SUCH ASSET DISPOSITION (WHICH CERTIFICATE SHALL SET FORTH THE ESTIMATES
OF THE PROCEEDS TO BE SO EXPENDED); PROVIDED, FURTHER, THAT (1) IF ALL OR ANY
PORTION OF SUCH NET SALE PROCEEDS NOT SO APPLIED TO THE REPAYMENT OF LOANS ARE
NOT SO USED (OR CONTRACTUALLY COMMITTED TO BE USED) WITHIN SUCH 360 DAY PERIOD
AS PROVIDED ABOVE, SUCH REMAINING PORTION SHALL BE APPLIED ON THE LAST DAY OF
THE PERIOD OR SUCH EARLIER DATE AS THE BORROWER IS OBLIGATED TO MAKE AN OFFER TO
PURCHASE SENIOR SECURED NOTES DUE TO SUCH ASSET
74
DISPOSITION AS A MANDATORY REPAYMENT OF PRINCIPAL OF OUTSTANDING LOANS AS
PROVIDED ABOVE IN THIS SECTION 4.4(C) AND (2) IF ALL OR ANY PORTION OF SUCH NET
SALE PROCEEDS ARE A RESULT OF AN ASSET DISPOSITION INVOLVING THE SALE OF
COLLATERAL OWNED BY THE BORROWER OR A DOMESTIC SUBSIDIARY (OTHER THAN THE
CAPITAL STOCK OF A FOREIGN SUBSIDIARY), THEN SUCH NET SALE PROCEEDS SHALL BE
REQUIRED TO BE REINVESTED IN ASSETS LOCATED IN THE UNITED STATES CONSTITUTING
COLLATERAL (TO THE EXTENT NOT USED TO REPAY