Common use of Mandatory and Optional Prepayments Clause in Contracts

Mandatory and Optional Prepayments. 13.1 Within fifteen (15) days after any receipt by any Borrower of Net Cash Proceeds from Asset Dispositions (other than Extraordinary Receipts the disposition of which shall be governed by the terms of subsection 13.1(a) below) made by any Subsidiary of such Borrower, the applicable Borrower shall prepay the then outstanding Loans in an amount equal to one-hundred percent (100%) of such Net Cash Proceeds in excess of $500,000 (including in such computation of $500,000, all Net Cash Proceeds received by PolyVision and any one or more of its Subsidiaries) in any Fiscal Year, PROVIDED that no such prepayment need be made (A) unless the Net Cash Proceeds from any single Asset Disposition or series of related Asset Dispositions (in either case, by PolyVision and all of its Subsidiaries) exceed $500,000 (in which case a prepayment shall be made in the amount of the entire Asset Disposition) or until the cumulative Net Cash Proceeds from all Asset Dispositions by PolyVision and any one or more of its Subsidiaries in any particular fiscal year exceed $500,000 (in which case a prepayment shall be made in the amount of the Net Cash Proceeds from the specific Asset Disposition (or portion thereof) causing the limit to be exceeded), except that the terms of this subsection (A) shall not be applicable in respect of Net Cash Proceeds reinvested in accordance with the terms of the following subsection (B); and (B) with respect to Asset Dispositions by a Subsidiary of any Borrower, if the Net Cash Proceeds therefrom are used to reinvest in fixed assets (for use in its business or the business of the Subsidiaries) within 180 days (or 360 days with respect to real estate and improvements on real estate) of such Asset Disposition, PROVIDED that any such Net Cash Proceeds not so reinvested shall be used to prepay the Loans on the 181st day (or 361st day with respect to real estate and improvements on real estate).

Mandatory and Optional Prepayments. 13.1 Within fifteen (153.3.1. Proceeds of Sale, Loss, Destruction or Condemnation --------------------------------------------------- of Collateral. Except for dispositions of assets permitted by subsections ------------- 8.2.9(ii) days after any receipt by and 8.2.9(iii) and except as provided in subsection 8.2.9(v), if any Borrower or any of Net Cash Proceeds from Asset Dispositions (other than Extraordinary Receipts the disposition its Domestic Subsidiaries sells any of which shall be governed its Property or if any of its Property is lost or destroyed or taken by the terms of subsection 13.1(a) below) made by any Subsidiary of such Borrowercondemnation, the applicable Borrower shall prepay or Domestic Subsidiary shall, unless otherwise agreed by Majority Lenders, pay to Agent for the then outstanding Loans in an amount benefit of Lenders as and when received by such Borrower or such Domestic Subsidiary and as a mandatory prepayment of the Loans, as herein provided and subject to the Intercreditor Agreement, a sum equal to one-hundred percent (100%) of such Net Cash Proceeds in excess of $500,000 the proceeds (including insurance payments but net of costs and taxes incurred in connection with such computation of $500,000, all Net Cash Proceeds sale or event) received by PolyVision and any one such Borrower or more such Domestic Subsidiary from such sale, loss, destruction or condemnation. To the extent that the Property sold, lost, destroyed or condemned consists of its Subsidiaries) in any Fiscal YearEquipment, PROVIDED that no such prepayment need be made (A) unless real Property, or other Property other than Accounts or Inventory, the Net Cash Proceeds from any single Asset Disposition or series of related Asset Dispositions (in either case, by PolyVision and all of its Subsidiaries) exceed $500,000 (in which case a applicable prepayment shall be made applied, subject to Section 3.11 and the Intercreditor Agreement, first, ----- to Agent's costs and expenses relating to the relevant transaction, second, ------ to the principal due under the Term Notes, third, to repay outstanding ----- principal of Revolving Credit Loans (but without permanently reducing the Revolving Loan Commitments) and with a corresponding imposition of a Special Reserve against the Borrowing Base, unless otherwise agreed by the Majority Lenders, and fourth, to repay any other Obligations then due and payable and ------ to cash collateralize any LC Obligations (in the amount of 105% of the entire Asset Disposition) or until LC Amount); provided, that notwithstanding the cumulative Net Cash Proceeds from all Asset Dispositions by PolyVision and foregoing, if Availability -------- immediately after making any one or more of its Subsidiaries in any particular fiscal year exceed such prepayment would be less than $500,000 (in which case a 10,000,000, unless the Majority Lenders otherwise agree, such prepayment shall be made applied to the Obligations, first, to Agent's costs and expenses relating to ----- the relevant transaction, second, to reduce the outstanding principal ------ balance of the Revolving Credit Loans (with a corresponding imposition of a Special Reserve against the Borrowing Base, unless otherwise agreed by the Majority Lenders) until Availability is not less than $10,000,000, third, to ----- the principal of the Term Notes, fourth, to reduce any remaining outstanding ------ principal balance of the Revolving Credit Loans (but not to permanently reduce the Revolving Loan Commitments) and fifth, to repay other Obligations ----- then due and payable and to cash collateralize any LC Obligations (in the amount of 105% of the Net Cash Proceeds from LC Amount). To the specific Asset Disposition (or portion thereof) causing the limit to be exceeded), except extent that the terms Property sold, lost, destroyed or condemned consists of this subsection (A) Accounts or Inventory, the applicable prepayment shall be applied, subject to Section 3.11, to reduce the outstanding principal balance of the Revolving Credit Loans, but shall not be applicable permanently reduce the Revolving Loan Commitments. Notwithstanding the foregoing and subject in respect of Net Cash Proceeds reinvested in accordance with each case to the terms of the following subsection (B); and (B) with respect to Asset Dispositions by a Subsidiary of any Borrower, if the Net Cash Proceeds therefrom are used to reinvest in fixed assets (for use in its business or the business of the Subsidiaries) within 180 days (or 360 days with respect to real estate and improvements on real estate) of such Asset Disposition, PROVIDED that any such Net Cash Proceeds not so reinvested shall be used to prepay the Loans on the 181st day (or 361st day with respect to real estate and improvements on real estate).Intercreditor Agreement:

Mandatory and Optional Prepayments. 13.1 Within (a) Notwithstanding any other provisions of this Agreement but in addition to the provisions of subsection 2.8(b) below and subject to the last sentence of this subsection (a), in the event that at any time the sum of the outstanding principal amount of the Loans (including the Temporary Loans) and the L/C Obligations shall at any time exceed the Borrowing Base, the Borrowers shall, within fifteen (15) days after any receipt by any Borrower following the date on which such excess first exists (or, if sooner than such fifteenth day concurrently with delivery of Net Cash Proceeds from Asset Dispositions (other than Extraordinary Receipts the disposition of which shall Monthly Borrowing Base Report next due to be governed by the terms of subsection 13.1(a) below) made by any Subsidiary of delivered following such Borrowerexcess), the applicable Borrower shall prepay the then outstanding Loans in an amount equal sufficient to one-hundred percent (100%) reduce the sum of such Net Cash Proceeds in excess of $500,000 (including in such computation of $500,000, all Net Cash Proceeds received by PolyVision and any one or more of its Subsidiaries) in any Fiscal Year, PROVIDED that no such prepayment need be made (A) unless the Net Cash Proceeds from any single Asset Disposition or series of related Asset Dispositions (in either case, by PolyVision and all of its Subsidiaries) exceed $500,000 (in which case a prepayment shall be made in the aggregate principal amount of the entire Asset DispositionLoans to an amount not greater than the difference between the Borrowing Base less the then outstanding L/C Obligations (but the foregoing shall not be deemed to modify the terms of Section 2.33 hereof requiring the payment by the Borrowers on demand for any Unreimbursed Drawings together with interest thereon); provided, however, that if no Default or Event of Default shall then have occurred and be continuing, the Borrowers may, at their option, within such fifteen (15) day period, substitute other assets which comply with the requirements for inclusion in the Borrowing Base, in lieu of or until the cumulative Net Cash Proceeds from all Asset Dispositions by PolyVision and in reduction of any one or more of its Subsidiaries in any particular fiscal year exceed $500,000 (in which case a prepayment shall required to be made in the amount of the Net Cash Proceeds from the specific Asset Disposition (or portion thereof) causing the limit pursuant to be exceededthis subsection 2.8(a), except that but only if the terms Borrowers shall have delivered to the Agent within such fifteen (15) day period a Borrowing Computation evidencing compliance with the provisions of this subsection (Aa), including computations showing that such substitutions are in an amount or of a value under the Borrowing Base such that the above-described excess shall no longer exist, together with all other documents which would be required to be delivered to the Banks and the Agent in connection with a Borrowing Computation under subsection 2.3(b) shall not be applicable hereof in respect confirmation of Net Cash Proceeds reinvested in accordance with the provisions of subsection 2.1(a) hereof and notwithstanding the terms of the following subsection (B); and (B) with respect to Asset Dispositions by a Subsidiary of preceding sentence, in the event that at any Borrower, if time the Net Cash Proceeds therefrom are used to reinvest in fixed assets (for use in its business or the business sum of the Subsidiariesoutstanding principal amount of the Loans (including the Temporary Loans) within 180 days (or 360 days with respect to real estate and improvements on real estate) of such Asset Dispositionthe outstanding L/C Obligations shall exceed the Total Commitment, PROVIDED that any such Net Cash Proceeds not so reinvested the Borrowers shall be used to immediately prepay the Loans on and/or the 181st day (or 361st day with respect to real estate and improvements on real estate)L/C Obligations in an aggregate amount sufficient so that no such excess exists.

Mandatory and Optional Prepayments. 13.1 Within fifteen 3.3.1 Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for dispositions of assets permitted by subsection 8.2.9(ii) and dispositions in accordance with this Agreement of assets that are subject to a Lien permitted by subsection 8.2.5(iv) (15) days after in each case, the proceeds of which shall, at any receipt by time when a Dominion Period is in effect, be applied to reduce the outstanding principal balance of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments), if any Borrower or any of Net Cash Proceeds from Asset Dispositions its Subsidiaries sells any of the Collateral or if any of the Collateral is lost, damaged or destroyed or taken by condemnation (other than Extraordinary Receipts in each case excluding, at any time when a Dominion Period is not in effect, Accounts, Inventory, the disposition Non-Core Fixed Assets described in clauses (iii) through (v) of which shall be governed by the terms definition thereof and Non-Core Fixed Assets consisting of subsection 13.1(a) below) made by any Subsidiary the equity of such BorrowerBelcher or Dalton - Ashland), the applicable Borrower shall prepay shall, xxxxxs otxxxxxxe agreed by Majority Lenders, pay to Agent for the then outstanding Loans in an amount ratable benefit of Lenders as and when received by such Borrower or such Subsidiary and as a mandatory prepayment of the Loans, as herein provided, a sum equal to onethe proceeds (including insurance payments but net of costs and taxes incurred in connection with such sale or event) received by such Borrower or such Subsidiary from such sale, loss, damage, destruction or condemnation. To the extent that such Collateral sold, lost, damaged, destroyed or condemned consists of Equipment, real Property, or other Property other than Accounts, Inventory, the Non-hundred percent Core Fixed Assets described in clauses (100%iii) through (v) of such Net Cash Proceeds in excess of $500,000 (including in such computation of $500,000, all Net Cash Proceeds received by PolyVision the definition thereof and any one or more of its Subsidiaries) in any Fiscal Year, PROVIDED that no such prepayment need be made (A) unless the Net Cash Proceeds from any single Asset Disposition or series of related Asset Dispositions (in either case, by PolyVision and all of its Subsidiaries) exceed $500,000 (in which case a prepayment shall be made in the amount Non-Core Fixed Assets consisting of the entire Asset Disposition) or until equity of Belcher and Dalton - Ashland, the cumulative Net Cash Proceeds from all Asset Dispositions by PolyVision applicable prepayment shaxx xx xppliex xxxxt, to Agent's costs and any one or more expenses relating to the relevant transaction, second, to the installments of its Subsidiaries in any particular fiscal year exceed $500,000 principal due under the Term Notes ratably, to be applied to future installment payments on a ratable basis (in which case a prepayment shall be made in the amount exclusive of the Net Cash Proceeds from final installment payment that is due on October 8, 2008) until such future installment payments are paid in full, third, to the specific Asset Disposition (or portion thereof) causing final installment of principal due under the limit Term Notes on October 8, 2008 ratably until paid in full, and fourth, to be exceeded)repay outstanding principal of Revolving Credit Loans, except that the terms of this subsection (A) shall but not be applicable in respect of Net Cash Proceeds reinvested in accordance with the terms as a permanent reduction of the following subsection (B); and (B) with respect to Asset Dispositions by a Subsidiary of any Borrower, if the Net Cash Proceeds therefrom are used to reinvest in fixed assets (for use in its business or the business of the Subsidiaries) within 180 days (or 360 days with respect to real estate and improvements on real estate) of such Asset Disposition, PROVIDED that any such Net Cash Proceeds not so reinvested shall be used to prepay the Loans on the 181st day (or 361st day with respect to real estate and improvements on real estate)Revolving Loan Commitments.

Mandatory and Optional Prepayments. 13.1 Within fifteen (15) days after any receipt by 3.3.1 PROCEEDS OF SALE, LOSS, DESTRUCTION OR CONDEMNATION OF COLLATERAL. Except as provided in SUBSECTIONS 6.4.2 and 8.2.9, if any Borrower sells any of Net Cash Proceeds from Asset Dispositions (other than Extraordinary Receipts the disposition Collateral or if any of which shall be governed the Collateral is lost or destroyed or taken by the terms of subsection 13.1(a) below) made by any Subsidiary of such Borrowercondemnation, the applicable Borrower shall prepay shall, unless otherwise agreed by Majority Lenders, pay to the then outstanding Loans Agent for the ratable benefit of the applicable Lenders in accordance with SUBSECTION 3.4.2, as and when received by such Borrower and as a mandatory prepayment of the applicable Loans, as herein provided, an amount equal to one-hundred percent the lesser of (100%i) the aggregate amount of the outstanding Loans and (ii) the proceeds (including insurance payments but net of costs and taxes incurred in connection with such Net Cash Proceeds in excess sale or event) received by such Borrower from such sale, loss, destruction or condemnation; PROVIDED THAT, Borrowers may elect not to prepay the Loans to the extent of up to $500,000 (including in such computation of $500,000, all Net Cash Proceeds asset sale proceeds received by PolyVision and any one or more of its Subsidiaries) Borrowers in any each Fiscal Year; PROVIDED FURTHER, PROVIDED THAT, if as of 28 the date of receipt of such proceeds, the applicable Borrower is not subject to a blocked account arrangement that no then requires daily transfers of funds received therein to the applicable Agent, at Borrower Representative's option, such prepayment need proceeds may be made (A) unless released to the Net Cash Proceeds from applicable Borrower for any single Asset Disposition use or series investment not otherwise prohibited hereunder. Notwithstanding anything herein to the contrary, in the case of related Asset Dispositions (in either caseU.K. Borrower and if U.S. Borrowers and/or Canadian Borrowers are subject to a blocked account that then requires daily transfers of funds received therein to the applicable Agent, by PolyVision any U.S. Borrower or any Canadian Borrower, any and all of its Subsidiaries) exceed $500,000 (in which case a prepayment shall be made in the amount of the entire Asset Disposition) proceeds from such asset sales or until the cumulative Net Cash Proceeds from all Asset Dispositions Collateral lost or destroyed or taken by PolyVision and any one or more of its Subsidiaries in any particular fiscal year exceed $500,000 (in which case a prepayment shall be made in the amount of the Net Cash Proceeds from the specific Asset Disposition (or portion thereof) causing the limit to be exceeded), except that the terms of this subsection (A) shall not be applicable in respect of Net Cash Proceeds reinvested in accordance with the terms of the following subsection (B); and (B) with respect to Asset Dispositions by a Subsidiary of any Borrower, if the Net Cash Proceeds therefrom are used to reinvest in fixed assets (for use in its business or the business of the Subsidiaries) within 180 days (or 360 days with respect to real estate and improvements on real estate) of such Asset Disposition, PROVIDED that any such Net Cash Proceeds not so reinvested condemnation shall be used to prepay the Loans on without regard to any exceptions otherwise contained herein. The applicable prepayment shall be applied to reduce the 181st day (outstanding principal balance of the applicable Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments or 361st day with respect to real estate and improvements on real estate)the maximum amount of the Canadian Sublimit or the U.K. Sublimit.

Mandatory and Optional Prepayments. 13.1 Within fifteen (153.3.1. Proceeds of Sale, Loss, Destruction or Condemnation --------------------------------------------------- of Collateral. Except for dispositions of assets permitted by ------------- subsections 8.2.9(ii) days after any receipt by and 8.2.9(iii) and except as provided in subsection 8.2.9(v), if any Borrower or any of Net Cash Proceeds from Asset Dispositions (other than Extraordinary Receipts the disposition its Domestic Subsidiaries sells any of which shall be governed its Property or if any of its Property is lost or destroyed or taken by the terms of subsection 13.1(a) below) made by any Subsidiary of such Borrowercondemnation, the applicable Borrower shall prepay or Domestic Subsidiary shall, unless otherwise agreed by Required Lenders, pay to Agent for the then outstanding Loans in an amount benefit of Lenders as and when received by such Borrower or such Domestic Subsidiary and as a mandatory prepayment of the Loans, as herein provided, a sum equal to one-hundred percent (100%) of such Net Cash Proceeds in excess of $500,000 the proceeds (including insurance payments but net of costs and taxes incurred in connection with such computation of $500,000, all Net Cash Proceeds sale or event) received by PolyVision and any one such Borrower or more such Domestic Subsidiary from such sale, loss, destruction or condemnation. To the extent that the Property sold, lost, destroyed or condemned consists of its Subsidiaries) in any Fiscal YearEquipment, PROVIDED that no such prepayment need be made (A) unless real Property, or other Property other than Accounts or Inventory, the Net Cash Proceeds from any single Asset Disposition or series of related Asset Dispositions (in either case, by PolyVision and all of its Subsidiaries) exceed $500,000 (in which case a applicable prepayment shall be made applied, subject to Section 3.11, first, to ----- Agent's costs and expenses relating to the relevant transaction, second, to the installments of principal due under the Term A Notes ------ ratably, to be applied to future installment payments in inverse order of maturity until paid in full, third, at Agent's option, ----- either (i) to repay outstanding principal of Revolving Credit Loans (but without permanently reducing the Revolving Loan Commitments); provided, that the Special Reserve will be increased by the amount -------- so applied to Revolving Credit Loans or (ii) to repay the principal outstanding under the Term B Notes ratably, until paid in full, fourth, if any Event of Default is in existence, to cash ------ collateralize the LC Amount (in the amount of 105% thereof), fifth, ----- to repay any other Obligations then due and payable; provided, that -------- (a) the entire Asset DispositionSpecial Reserve shall be terminated after the Term B Notes have been paid in full and (b) notwithstanding the foregoing, if (1) on the date such prepayment is made no Event of Default is in existence or until the cumulative Net Cash Proceeds from all Asset Dispositions by PolyVision would be caused thereby and any one (2) Availability immediately after making such prepayment is equal to or more of its Subsidiaries in any particular fiscal year exceed greater than $500,000 (in which case a 5,000,000, such prepayment shall be made applied to the Obligations, first, to Agent's costs and expenses relating to the ----- relevant transaction, second, to the installments of principal due ------ under the Term A Notes ratably, to be applied to future installment payments in inverse order of maturity until paid in full, third, to ----- the amount principal outstanding under the Term B Notes ratably, until paid in full, fourth, to reduce the outstanding principal balance ------ of the Net Cash Proceeds from Revolving Credit Loans (but not to permanently reduce the specific Asset Disposition (or portion thereof) causing the limit to be exceededRevolving Loan Commitments), except and fifth, to repay other Obligations ----- then due and payable. To the extent that the terms Property sold, lost, destroyed or condemned consists of this subsection (A) Accounts or Inventory, the applicable prepayment shall be applied, subject to Section 3.11, to reduce the outstanding principal balance of the Revolving Credit Loans, but shall not be applicable in respect of Net Cash Proceeds reinvested in accordance with permanently reduce the terms of Revolving Loan Commitments. Notwithstanding the following subsection (B); and (B) with respect to Asset Dispositions by a Subsidiary of any Borrower, if the Net Cash Proceeds therefrom are used to reinvest in fixed assets (for use in its business or the business of the Subsidiaries) within 180 days (or 360 days with respect to real estate and improvements on real estate) of such Asset Disposition, PROVIDED that any such Net Cash Proceeds not so reinvested shall be used to prepay the Loans on the 181st day (or 361st day with respect to real estate and improvements on real estate).foregoing: