Common use of Loss and Disposition Payments Clause in Contracts

Loss and Disposition Payments. In the event that Net Proceeds resulting from any (A) Event of Loss or (B) Disposition or series of Dispositions by Borrowers or any Subsidiary thereof undertaken pursuant to Section 7.05(a) or Section 7.05(h), within any Fiscal Year exceed, in the aggregate, the Threshold Amount, Borrowers shall prepay the Loans in an amount equal to the sum of: (1) 100% of such Net Proceeds that so exceed the Threshold Amount in such Fiscal Year plus (2) all accrued and unpaid interest at the rate then applicable to the Loans on the amounts in the immediately preceding clause (1) through and including the date of prepayment; except that if such Net Proceeds are received in connection with a Disposition, interest paid pursuant to this clause (2) will be paid through and including the later of the first anniversary of the Effective Date and the date of prepayment, plus (3) if an Event of Default exists and is continuing, the Prepayment Fee that would apply if such Net Proceeds were used by Borrowers to make a voluntary prepayment of the Loan pursuant to Section 2.03(b); provided that, so long as (w) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (x) Administrative Loan Party shall have given Administrative Agent prior written notice of Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such Event of Loss or Disposition or the cost of purchase or construction of other assets useful in the business of Loan Parties, (y) the monies are held in a Deposit Account in which Administrative Agent has a perfected first-priority Lien, subject to any Lien in such Deposit Account that secures Senior Indebtedness, and (z) Loan Parties complete such replacement, purchase, or construction within one hundred and eighty (180) days (or three hundred and sixty-five (365) days in the case of any involuntary Disposition resulting from an Event of Loss) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such Event of Loss or Disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such Event of Loss or Disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (y) above shall be paid to Administrative Agent and applied in accordance with Section 2.03(c)(ii). Nothing contained in this Section 2.03(c)(ii) shall permit Loan Parties to sell or otherwise Dispose of any assets other than in accordance with Section 7.05(a) or Section 7.05(h). In connection with any such prepayment of the Loans pursuant to this Section 2.03(c)(ii) requiring the payment of the Prepayment Fee, Borrowers acknowledge that such prepayment may result in Lenders incurring additional costs, expenses or liabilities, and that, as of the date hereof, it is difficult to ascertain the full extent of such costs, expenses or liabilities. Accordingly, Borrowers agree that the Prepayment Fee payable in connection with any such prepayment represents a reasonable estimate of the costs, expenses or liabilities of Lenders in connection with any such prepayment. Without affecting any of any Lending Party’s rights and remedies hereunder or in respect hereof, if Borrowers fail to pay the Prepayment Fee when due, then the amount thereof shall thereafter bear interest until paid in full at the Default Rate.

Loss and Disposition Payments. In the event that Net Proceeds resulting from any (A) Event of Loss or (B) Disposition or series of Dispositions by Borrowers Parent or any Subsidiary thereof undertaken (other than any Disposition pursuant to Section 7.05(a) or Section 7.05(hSections 7.05(b), (c), (d), (e) and (h)) and such Net Proceeds within any Fiscal Year exceed, in the aggregateaggregate for all such Events of Loss and Dispositions in such Fiscal Year, $250,000 (the “Loss and Disposition Threshold Amount”), within five (5) Business Days of receipt of such Net Proceeds, Borrowers shall prepay the Loans in an amount equal to the sum of: (1) 100% of such Net Proceeds that so exceed the Loss and Disposition Threshold Amount in such Fiscal Year plus (2) all accrued and unpaid interest at the rate then applicable to the Loans on the amounts Year. Such repayments shall be applied in the immediately preceding clause (1) through and including the date of prepayment; except that if such Net Proceeds are received in connection accordance with a Disposition, interest paid pursuant to this clause (2) will be paid through and including the later of the first anniversary of the Effective Date and the date of prepayment, plus (3) if an Event of Default exists and is continuing, the Prepayment Fee that would apply if such Net Proceeds were used by Borrowers to make a voluntary prepayment of the Loan pursuant to Section 2.03(b8.02(d); provided that, so . So long as (wv) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (xw) Administrative Loan Party Borrower shall have given Administrative Agent prior written notice (which shall include a description of Borrowersthe planned reinvestment and certification by Administrative Borrower that such plan is realizable within one hundred eighty (180) days after the initial receipt of such monies) of the applicable Loan Parties’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such Disposition or Event of Loss or Disposition or the cost of purchase or construction of other assets useful in the business of Loan Parties, (yx) the monies are held in a Deposit Account in which Administrative Collateral Agent has a perfected first-priority LienLien until applied in accordance with this proviso, subject to any Lien in such Deposit Account that secures Senior Indebtedness, and (zy) the Loan Parties complete such replacement, purchase, or construction within one hundred and eighty (180) days (or three hundred and sixty-five (365) days in the case of any involuntary Disposition resulting from an Event of Loss) after the initial receipt of such monies, and (z) the aggregate amount of any planned reinvestments do not exceed (1) when taken together with any other reinvestments made during such Fiscal Year, $250,000 in the aggregate in any Fiscal Year and (2) when taken together with all reinvestments made during the term of this Agreement, $500,000 in the aggregate during the term of this Agreement, then the Loan Party whose assets were the subject of such Event of Loss or Disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such Disposition or Event of Loss or Disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (y) above shall be paid to Administrative Agent and applied in accordance with Section 2.03(c)(ii8.02(d)). Nothing contained in this Section 2.03(c)(ii2.03(c)(i) shall permit Loan Parties to sell or otherwise Dispose of any assets other than in accordance with Section 7.05(a7.05. The Administrative Borrower shall deliver to Administrative Agent a Borrowing Base Report to the extent the assets subject to the Event of Loss or Disposition giving rise to the mandatory prepayment had a value of $250,000 or more, either individually or in the aggregate (based on the fair market value of the assets so disposed) and were included in the most recently delivered Borrowing Base Report. For the avoidance of doubt, no Make-Whole Amount or Section 7.05(h). In other prepayment premium or penalty shall be payable in connection with any such prepayment mandatory prepayments of the Revolver Loans pursuant to this Section 2.03(c)(ii) requiring the payment of the Prepayment Fee, Borrowers acknowledge that such prepayment may result in Lenders incurring additional costs, expenses or liabilities, and that, as of the date hereof, it is difficult to ascertain the full extent of such costs, expenses or liabilities. Accordingly, Borrowers agree that the Prepayment Fee payable in connection with any such prepayment represents a reasonable estimate of the costs, expenses or liabilities of Lenders in connection with any such prepayment. Without affecting any of any Lending Party’s rights and remedies hereunder or in respect hereof, if Borrowers fail to pay the Prepayment Fee when due, then the amount thereof shall thereafter bear interest until paid in full at the Default Rate2.03(c)(i).

Loss and Disposition Payments. In the event that Net Proceeds resulting from any (A) Event of Loss or (B) Disposition or series of Dispositions by Borrowers or any Subsidiary thereof undertaken pursuant to Section 7.05(a) or Section 7.05(h), within any Fiscal Year exceed, in the aggregate, the Threshold Amount, Borrowers shall prepay the Term Loans in an amount equal to the sum of: (1) 100% of such Net Proceeds that so exceed the Threshold Amount in such Fiscal Year plus (2) all accrued and unpaid interest at the rate then applicable to the Term Loans on the amounts in the immediately preceding clause (1) through and including the date of prepayment; except that if such Net Proceeds are received in connection with a Disposition, interest paid pursuant to this clause (2) will be paid through and including the later of the first anniversary of the Effective Date and the date of prepayment, plus (3) if an Event of Default exists and is continuing, the Prepayment Fee that would apply if such Net Proceeds were used by Borrowers to make a voluntary prepayment of the Term Loan pursuant to Section 2.03(b); provided that, so long as (w) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (x) Administrative Loan Party shall have given Administrative Agent prior written notice of Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such Event of Loss or Disposition or the cost of purchase or construction of other assets useful in the business of Loan Parties, (y) the monies are held in a Deposit Account in which Administrative Agent has a perfected first-priority Lien, subject to any Lien in such Deposit Account that secures Senior Indebtedness, and (z) Loan Parties complete such replacement, purchase, or construction within one hundred and eighty (180) days (or three hundred and sixty-five (365) days in the case of any involuntary Disposition resulting from an Event of Loss) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such Event of Loss or Disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such Event of Loss or Disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (y) above shall be paid to Administrative Agent and applied in accordance with Section 2.03(c)(ii). Nothing contained in this Section 2.03(c)(ii) shall permit Loan Parties to sell or otherwise Dispose of any assets other than in accordance with Section 7.05(a) or Section 7.05(h). In connection with any such prepayment of the Term Loans pursuant to this Section 2.03(c)(ii) requiring the payment of the Prepayment Fee, Borrowers acknowledge that such prepayment may result in Lenders incurring additional costs, expenses or liabilities, and that, as of the date hereof, it is difficult to ascertain the full extent of such costs, expenses or liabilities. Accordingly, Borrowers agree that the Prepayment Fee payable in connection with any such prepayment represents a reasonable estimate of the costs, expenses or liabilities of Lenders in connection with any such prepayment. Without affecting any of any Lending Party’s rights and remedies hereunder or in respect hereof, if Borrowers fail to pay the Prepayment Fee when due, then the amount thereof shall thereafter bear interest until paid in full at the Default Rate. All mandatory prepayments of the Term Loans shall be applied to the Outstanding Amount of the Term Loans on a pro rata basis in the inverse order of maturity.

Loss and Disposition Payments. In the event that Net Proceeds resulting from any (A) Event of Loss or (B) Disposition or series of Dispositions by Borrowers Borrower or any Subsidiary thereof undertaken pursuant to Section 7.05(a) or Section 7.05(h), within any Fiscal Year exceed, in the aggregate, the Threshold Amount, Borrowers Borrower shall prepay the Loans Loan in an amount equal to the sum of: (1) 100% of such Net Proceeds that so exceed the Threshold Amount in such Fiscal Year plus (2) all accrued and unpaid the interest (at the rate then applicable to the Loans Loan) on the amounts in the immediately preceding clause (1) through and including the date of prepayment; except that if such Net Proceeds are received in connection with a Disposition, interest paid pursuant to this clause (2) will be paid through and including the later of the first anniversary of the Effective Date and the date of prepayment, repayment or prepayment plus (3) if an Event of Default exists and is continuing, the Prepayment Fee Make-Whole Amount that would apply if such Net Proceeds were used by Borrowers Borrower to make a voluntary prepayment of the Loan pursuant to Section 2.03(b).; provided that, so long as (w) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (x) Administrative Loan Party Borrower shall have given Administrative Agent Lender prior written notice of BorrowersBorrower’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such Event of Loss sale or Disposition disposition or the cost of purchase or construction of other assets useful in the business of Loan Parties, (y) the monies are held in a Deposit Account in which Administrative Agent Lender has a perfected first-priority Lien, subject to any Lien in such Deposit Account that secures Senior Indebtednesssecurity interest, and (z) Loan Parties complete such replacement, purchase, or construction within one hundred and eighty (180) days (or three hundred and sixty-five (365) days in the case of any involuntary Disposition disposition resulting from an Event of Loss) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such Event of Loss or Disposition disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such Event of Loss sale or Disposition disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (y) above shall be paid to Administrative Agent Lender and applied in accordance with Section 2.03(c)(ii); provided that Loan Parties shall not have the right to use such Net Proceeds to make such replacements, purchases, or construction in excess of $5,00,000 in any given Fiscal Year. Nothing contained in this Section 2.03(c)(ii) shall permit Loan Parties to sell or otherwise Dispose dispose of any assets other than in accordance with Section 7.05(a) or Section 7.05(h). In connection with any such prepayment of the Loans pursuant to this Section 2.03(c)(ii) requiring the payment of the Prepayment Fee, Borrowers acknowledge that such prepayment may result in Lenders incurring additional costs, expenses or liabilities, and that, as of the date hereof, it is difficult to ascertain the full extent of such costs, expenses or liabilities. Accordingly, Borrowers agree that the Prepayment Fee payable in connection with any such prepayment represents a reasonable estimate of the costs, expenses or liabilities of Lenders in connection with any such prepayment. Without affecting any of any Lending Party’s rights and remedies hereunder or in respect hereof, if Borrowers fail to pay the Prepayment Fee when due, then the amount thereof shall thereafter bear interest until paid in full at the Default Rate.