OR INDIRECT PARENT HOLDING COMPANY), ALL PROCEEDS
OF SUCH SALE OR OTHER DISPOSITION NET OF (1) THE REASONABLE AND CUSTOMARY
OUT-OF-POCKET COSTS AND EXPENSES OF SUCH SALE OR DISPOSITION PAID TO PERSONS
THAT ARE NOT OBLIGORS OR THEIR SUBSIDIARIES, (2) THE AMOUNT APPLIED TO ALL
OBLIGATIONS SECURED BY A PRE-PETITION LIEN ON THE ASSET BEING SOLD OR THE
CAPITAL STOCK OF THE PERSON (OR THE DIRECT HOLDING COMPANY OF SUCH PERSON)
OWNING SUCH ASSET BEING SOLD WHICH IS SECURED BY ANY PRE-PETITION LIEN, (3) THE
AMOUNT OF SALES AND TRANSFER TAXES THAT ARE PAYABLE BY A DEBTOR OR ANY AFFILIATE
IN CONNECTION THEREWITH, (4) IN THE CASE OF A SALE OR DISPOSITION OF (X) FIRST
LIEN PROPERTY, TO THE
26
EXTENT THE NET PROCEEDS OF ALL SUCH SALES OR DISPOSITIONS SINCE THE CLOSING DATE
EXCEED $75,000,000 IN THE AGGREGATE AND (Y) NEGATIVE PLEDGE PROPERTY, THE
NEGATIVE PLEDGE PROPERTY RETENTION AMOUNT, IF APPLICABLE, AND (5) AN AMOUNT
EQUAL TO THE EXIT FEE THAT WILL BE PAYABLE IN CONNECTION WITH SUCH SALE OR
DISPOSITION;
(B)
WITH RESPECT TO THE LOSS PROCEEDS OF ANY
CASUALTY OR CONDEMNATION WITH RESPECT TO ANY PROPERTY OF ANY DEBTOR, AT THE TIME
AND IN THE AMOUNT OF SUCH PREPAYMENT AS REQUIRED BY SECTION 9.4(E), NET OF AN
AMOUNT EQUAL TO THE EXIT FEE THAT WILL BE PAYABLE IN CONNECTION WITH THE
APPLICATION OF SUCH LOSS PROCEEDS;
(C)
NOTWITHSTANDING ANY OF THE OTHER PROVISIONS
OF THIS SECTION 3.3, SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, IF ANY PREPAYMENT OF THE TERM LOAN IS REQUIRED TO BE MADE ON A DATE
OTHER THAN ON THE LAST DAY OF THE INTEREST PERIOD THEREFOR AND BREAKAGE COSTS
WOULD BE PAYABLE AS A RESULT OF PREPAYMENT ON SUCH OTHER DATE, THE BORROWERS
MAY, IF LENDERS HAVE BEEN REQUESTED IN WRITING TO, AND HAVE ELECTED NOT TO,
WAIVE SUCH BREAKAGE COSTS, RETAIN SUCH AMOUNT OF ANY SUCH PREPAYMENT OTHERWISE
REQUIRED TO BE MADE HEREUNDER IN A BREAKAGE PREPAYMENT ACCOUNT (OR PURSUANT TO
OTHER ARRANGEMENTS SATISFACTORY TO THE AGENT) UNTIL THE LAST DAY OF SUCH
INTEREST PERIOD, AT WHICH TIME SUCH PREPAYMENT SHALL BE MADE.
FOR PURPOSES OF
THIS CLAUSE (C), THE TERM "BREAKAGE PREPAYMENT ACCOUNT" MEANS A DEPOSIT OR
SECURITIES ACCOUNT ESTABLISHED BY A BORROWER WITH A BANK OR OTHER FINANCIAL
INSTITUTION DESIGNATED BY THE AGENT AND OVER WHICH THE AGENT SHALL HAVE
EXCLUSIVE DOMINION AND CONTROL, INCLUDING THE EXCLUSIVE RIGHT OF WITHDRAWAL FOR
APPLICATION IN ACCORDANCE WITH THIS CLAUSE (C), PURSUANT TO AN ACCOUNT CONTROL
AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO THE AGENT.
IF THE MATURITY OF
THE TERM LOAN HAS BEEN ACCELERATED PURSUANT TO SECTION 11.2, OR IF THE TERM LOAN
HAS MATURED IN ACCORDANCE WITH ITS TERMS THE AGENT SHALL AT THE DIRECTION OF THE
MAJORITY LENDERS, APPLY ALL AMOUNTS ON DEPOSIT IN THE BREAKAGE PREPAYMENT
ACCOUNTS (OR OTHERWISE HELD BY THE AGENT) TO SATISFY ANY OF THE OBLIGATIONS; AND
(D)
NOTWITHSTANDING ANY OF THE OTHER PROVISIONS
OF THIS SECTION 3.3, SO