Common use of Asset Disposition Proceeds Clause in Contracts

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. (a) In the event that the Issuer or any the 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 the 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 1.25 to 1.00, the Production Tracking Rate shall not be less than 80%, % and 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 Counterpartiessatisfied, then the Issuer shall instruct the Paying Agent, on behalf of the Indenture Trustee, in writing (A) to effectuate a Redemption redeem Notes 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 redemption and (B) following such Redemption 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. (a) In Upon receipt by any Credit Party of the event that the Issuer or any Guarantor shall sell, transfer or otherwise dispose proceeds of any Assets in a Permitted Disposition Asset Disposition, an amount equal to one hundred percent (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)(iii100%) of the Management Services Agreement Net Cash Proceeds of such Asset Disposition; provided, that no prepayment shall be required pursuant to this Section 2.3(d) (i) a portion unless and until the aggregate Net Cash Proceeds received during any Fiscal Year from Asset Dispositions exceeds $5,000,000 (in which case all Net Cash Proceeds in excess of such proceeds equal amount shall be used to the amount, if any, required to be paid by the Issuer make prepayments pursuant to the termination, in whole or in part, of any Hedge Agreement in order to maintain compliance with this Section 4.28 of this Indenture shall be deposited into the Collection Account and used for such purpose, 2.3(d)) and (ii) ifin the case of an Asset Disposition of a Park, on a pro forma basis after giving effect to the extent that the Net Cash Proceeds received from such saleAsset Disposition exceed the Threshold Amount (in which case, the repayment of the Notes and any required hedge termination payment with the remaining proceeds, the DSCR would be equal subject 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 clause (i) above, together with any other applicable “net” amounts) (“all Net Cash Proceeds from such Asset Disposition Proceeds”up to the Threshold Amount shall be used to make prepayments pursuant to this Section 2.3(d)), and provided, that, so long as no Default or Event of Default has occurred and is continuing, the recipient of such Net Cash Proceeds may reinvest the amount of such Net Cash Proceeds within three hundred sixty (360) into days of the Asset Disposition Proceeds Account. In receipt thereof (or within such longer period as may be agreed to in writing by Administrative Agent in its sole discretion), in replacement fixed assets of a kind then used or usable in the event that clause business of such Credit Party (or to fund a Permitted Acquisition) so long as (i) Borrower notifies Administrative Agent of its intent to reinvest at the time such proceeds are received and (ii) such proceeds are paid to Administrative Agent and (1) are applied by Administrative Agent against the outstanding balance of the Proceeds Retention Condition is not satisfied Revolving Loans (with a reserve in such amount to be established against the Revolving Loan Commitment until such time as Borrower reinvests such proceeds) and such Permitted Disposition is permitted (2) at any time when the Revolving Loan balance has been reduced to zero, are held by Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to Administrative Agent) by Borrower with, and under the terms sole dominion and conditions control of, Administrative Agent (at the request of this IndentureBorrower, including amounts so deposited shall be invested by Administrative Agent in Cash Equivalents and any earnings on such Cash Equivalents will be for the prior receipt account of any required written consent of Borrower) until such time as Borrower reinvests such proceeds. If the Majority Noteholders and Hedge Counterpartiesapplicable Credit Party does not intend to so reinvest such Net Cash Proceeds, then or if the Issuer shall instruct the Paying Agent, on behalf of the Indenture Trustee, time period set forth 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) sentence expires without such Credit Party having reinvested such Net Cash Proceeds, Borrower shall constitute Asset Disposition prepay the Loans in an amount equal to such Net Cash Proceeds.; and

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, or any transfer of Assets between the Guarantors pursuant to the proviso of the definition of Permitted Disposition) or shall be 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 Aggregate DSCR would be equal to or greater than 1.30 to 1.00, the Production Tracking Rate shall not be less than 80%, the Aggregate 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 otherwise 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.