Asset Disposition Proceeds. (a) In the event that the Issuer or any Guarantor shall sell, transfer or otherwise dispose of any Assets in a Permitted Disposition (other than, for the avoidance of doubt, any transfer of Assets between the Guarantors pursuant to the proviso of the definition of Permitted Disposition) or purchased by the Manager from the Issuer or any Guarantor pursuant to Section 2(c)(iii) of the Management Services Agreement (i) a portion of such proceeds equal to the amount, if any, required to be paid by the Issuer pursuant to the termination, in whole or in part, of any Hedge Agreement in order to maintain compliance with Section 4.28 of this Indenture shall be deposited into the Collection Account and used for such purpose, and (ii) if, on a pro forma basis after giving effect to such sale, the repayment of the Notes and any required hedge termination payment with the remaining proceeds, the DSCR would be equal to or greater than 1.30 to 1.00, the Production Tracking Rate shall not be less than 80%, the LTV shall be equal to or less than 75% and the IO DSCR would be equal to or greater than 2.00 to 1.00 (the “Proceeds Retention Condition”), then the Issuer shall instruct the Paying Agent, on behalf of the Indenture Trustee, in writing to deposit the remaining proceeds (net of the amounts paid pursuant to subsection (i) above, together with any other applicable “net” amounts) (“Asset Disposition Proceeds”) into the Asset Disposition Proceeds Account. In the event that clause (ii) of the Proceeds Retention Condition is not satisfied and such Permitted Disposition is permitted pursuant to the terms and conditions of this Indenture, including the prior receipt of any required written consent of the Majority Noteholders and Hedge Counterparties, then the Issuer shall instruct the Paying Agent, on behalf of the Indenture Trustee, in writing (A) to effectuate a Redemption with such proceeds up to the total amount of Asset Disposition Proceeds required to satisfy clause (ii) of the Proceeds Retention Condition after giving effect to such Redemption and (B) following such Redemption of the Notes, to deposit any remaining net proceeds from such disposition into the Asset Proceeds Disposition Account. For the avoidance of doubt, any amounts deposited in the Asset Proceeds Disposition Account pursuant to the immediately preceding clause (B) shall constitute Asset Disposition Proceeds.
Asset Disposition Proceeds. Within five (5) Business Days after any Loan Party or any Subsidiary receives the proceeds of any Asset Disposition, the Company shall prepay the Notes in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Asset Disposition.
Asset Disposition Proceeds. (a) In the event that the Issuer or a Guarantor shall sell, transfer or otherwise dispose of any Assets in a Permitted Disposition or purchased by the Manager from the Issuer or Guarantor pursuant to Section 2(c)(iii) of the Management Services Agreement (i) a portion of such proceeds equal to the amount, if any, required to be paid by the Issuer pursuant to the termination, in whole or in part, of any Hedge Agreement in order to maintain compliance with Section 4.28 of this Indenture shall be deposited into the Collection Account and (ii) if, on a pro forma basis after giving effect to such sale, the DSCR shall be equal to or greater than 1.30 to 1.00 and the LTV shall be equal to or less than 85%, then the Issuer shall instruct the Paying Agent, on behalf of the Indenture Trustee, in writing to deposit the remaining proceeds (net of the amounts paid pursuant to subsection (i) above, together with any other applicable “net” amounts) (“Asset Disposition Proceeds”) into the Asset Disposition Proceeds Account. In the event that, on a pro forma basis after giving effect to such sale, the DSCR shall be less than 1.30 to 1.00 or the LTV shall be greater than 85%, then the Issuer shall instruct the Paying Agent, on behalf of the Indenture Trustee, in writing to deposit (A) an amount, up to the total net proceeds of such disposition, into the Collection Account equal to the amount necessary, on a pro forma basis after giving effect to the sale, to cause the DSCR to be equal to or greater than 1.30 to 1.00 and the LTV to be equal to or less than 85%; and (B) following such deposit into the Collection Account, any remaining net proceeds from such disposition into the Asset Proceeds Disposition Account. For the avoidance of doubt, any amounts deposited in the Asset Proceeds Disposition Account pursuant to the immediately preceding clause (B) shall constitute Asset Disposition Proceeds.
Asset Disposition Proceeds. Promptly upon (and in any event not later than one Business Day after) receipt of Asset Disposition Proceeds in excess of [***] (as such receipt may occur from time to time after the Purchase Date), the Borrower shall prepay the outstanding principal amount of the Notes in an amount equal to the amount of such excess (giving effect to any previous principal prepayments under this Section 2.7(b)), together with accrued (and theretofore) unpaid interest on the principal amount prepaid. Each prepayment pursuant to this Section 2.7(b) shall be applied to the remaining amortization payments in the inverse order of maturity.
Asset Disposition Proceeds. (a) In the event that the Issuer or the Guarantors shall sell, transfer or otherwise dispose of any Assets in a Permitted Disposition or purchased by the Manager from the Issuer the Guarantors pursuant to Section 2(c)(iii) of the Management Services Agreement, then the Issuer shall instruct the Paying Agent, on behalf of the Indenture Trustee, in writing to deposit the Asset Disposition Proceeds into the Asset Disposition Proceeds Account. In the event that the Proceeds Retention Condition is not satisfied, then the Issuer shall instruct the Paying Agent, on behalf of the Indenture Trustee, in writing (A) to redeem Notes with such proceeds up to the total amount of Asset Disposition Proceeds required to satisfy the Proceeds Retention Condition after giving effect to such redemption and (B) following such redemption of the Notes, to deposit any remaining net proceeds from such disposition into the Asset Proceeds Disposition Account. For the avoidance of doubt, any amounts deposited in the Asset Proceeds Disposition Account pursuant to the immediately preceding clause (B) shall constitute Asset Disposition Proceeds.
Asset Disposition Proceeds. At any time any Non-Conforming Borrowing Base Loans are outstanding or a Borrowing Base Deficiency exists, make optional prepayments (and hereby gives notice of such optional prepayments in accordance with Section 3.04(a) of the Credit Agreement) with any remaining Net Available Cash received in connection with an Asset Disposition after giving effect to any prepayments required by Section 3.04(c)(iii) of the Credit Agreement which shall be used to repay Conforming Borrowing Base Loans (together with accrued and unpaid interest thereon) on the same day as any such prepayments. The Borrower hereby gives notice in accordance with Section 2.06(b) of the Credit Agreement, that immediately following any prepayment of the Loans as set forth in this Section 4.3, the Aggregate Maximum Credit Amounts shall be permanently reduced in the same amount of the prepayments required by Section 3.04(c)(iii) of the Credit Agreement and this Section 4.3 in accordance with Section 2.06(b) of the Credit Agreement.
Asset Disposition Proceeds. The Borrowers agree to use their best efforts to effect Asset Dispositions from and after the date hereof to and including the Expiration Date which will generate net cash proceeds in an amount not less than $18,000,000, which cash proceeds shall be applied in accordance with the provisions of Section 4.7(b) of the Credit Agreement. To the extent such cash proceeds exceed $18,000,000, the Lenders hereby agree that the Borrowers shall be entitled to use such excess proceeds up to $1,000,000 in the aggregate for working capital purposes. Thereafter, any additional net proceeds of Asset Dispositions in excess of $19,000,000 shall continue to be applied in accordance with Section 4.7(b) of the Credit Agreement.
Asset Disposition Proceeds. Within five (5) Business Days after any Credit Party or any Subsidiary receives Net Cash Proceeds of any Asset Disposition in excess of (x) $750,000, and following a Threshold Reset Event, $1,500,000, in the aggregate in any fiscal year and (y) $2,500,000, and following a Threshold Reset Event, $5,000,000, in the aggregate prior to the Maturity Date, an amount equal to one hundred percent (100%) of such Net Cash Proceeds of such Asset Disposition.
