Mandatory Prepayments from Certain Sources. (i) The Borrower shall, on the date any Loan Party or any of their Subsidiaries receives any Net Disposition Proceeds which in the aggregate exceed $10,000,000 received in connection with any non-ordinary course sale, transfer or disposition of any property or asset of any Loan Party or any of their Subsidiaries, shall prepay an aggregate principal amount of Loans equal to 100% of such Net Disposition Proceeds (such prepayment to be applied as set forth in Section 3.1.3); provided, however, that with respect to any Net Disposition Proceeds, so long as no Event of Default shall have occurred and be continuing, the Borrower may elect (as notified by the Borrower to the Administrative Agent on or prior to the date of such disposition) to invest (or commit to invest) all or any portion of such Net Disposition Proceeds in assets useful in the business of the Borrower and the other Subsidiaries, including through Permitted Acquisitions or capital expenditures, within 12 months after the receipt of such Net Disposition Proceeds and, in such instance, no such prepayment shall be required in respect of such Net Disposition Proceeds in respect of such event (or the applicable portion of such Net Disposition Proceeds, if applicable) except to the extent of any such Net Disposition Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 12 month period, at which time a prepayment shall be required in an amount equal to such Net Disposition Proceeds that have not been so invested (or committed to be invested); provided, further, that, with regards to a commitment to invest, such purchase shall have been consummated within 180 days after the end of such 12-month period or such Net Disposition Proceeds shall be immediately applied to the repayment of Loans as set forth in Section 3.1.3. (ii) The Borrower shall, on the date any Loan Party or any of their Subsidiaries receives any Net Insurance Proceeds which in the aggregate exceed $10,000,000, shall prepay an aggregate principal amount of Loans equal to 75% of such Net Insurance Proceeds (such prepayment to be applied as set forth in Section 3.1.3); provided, however, that with respect to any Net Insurance Proceeds, so long as no Event of Default shall have occurred and be continuing, the Borrower may elect (as notified by the Borrower to the Administrative Agent on or prior to the date of such disposition) to invest (or commit to invest) all or any portion of such Net Insurance Proceeds in assets useful in the business of the Borrower and the other Subsidiaries, including through Permitted Acquisitions or capital expenditures, within 12 months after the receipt of such Net Insurance Proceeds and, in such instance, no such prepayment shall be required in respect of such Net Insurance Proceeds in respect of such Casualty Event (or the applicable portion of such Net Insurance Proceeds, if applicable) except to the extent of any such Net Insurance Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 12 month period, at which time a prepayment shall be required in an amount equal to such Net Insurance Proceeds that have not been so invested (or committed to be invested); provided, further, that, with regards to a commitment to invest, such investment or replacement shall have been consummated within 180 days after the end of such 12-month period or such Net Disposition Proceeds shall be immediately applied to the repayment of Loans as set forth in Section 3.1.3. (iii) The Borrower shall deliver to the Administrative Agent (i) not later than two (2) Business Days prior to the time of each prepayment required under this Section a certificate signed by a Financial Officer setting forth in reasonable detail the calculation of the amount of such prepayment, and (ii) notice of each mandatory prepayment on or before 10:00 a.m. (New York City time) one Business Day in advance of such prepayment.
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Samples: Credit Agreement (GrubHub Inc.), Credit Agreement (GrubHub Inc.)
Mandatory Prepayments from Certain Sources. (i) The Borrower Borrowers shall, on not later than the date any Loan Party first Business Day following receipt by Holdings, the Borrowers or any of their Subsidiaries receives of any Net Debt Proceeds, Net Disposition Proceeds which or Net Insurance Proceeds in excess of $2,500,000 in the aggregate exceed $10,000,000 received in connection during any Fiscal Year (or, to the extent clause (g) is applicable, on the dates specified therein with any non-ordinary course salerespect to Reduced Net Disposition Proceeds and Reduced Net Insurance Proceeds, transfer or disposition of any property or asset of any Loan Party or any of their Subsidiariesrespectively), shall prepay an aggregate principal amount of Loans apply amounts equal to 100% of all such Net Debt Proceeds, Net Disposition Proceeds (such prepayment to be applied as set forth in Section 3.1.3); provided, however, that with respect to any Net Disposition Proceeds, so long as no Event of Default shall have occurred and be continuing, the Borrower may elect (as notified by the Borrower to the Administrative Agent on or prior to the date of such disposition) to invest (or commit to invest) all or any portion of such Net Disposition Proceeds in assets useful in the business of the Borrower and the other Subsidiaries, including through Permitted Acquisitions or capital expenditures, within 12 months after the receipt of such Net Disposition Proceeds and, in such instance, no such prepayment shall be required in respect of such Net Disposition Proceeds in respect of such event (or the applicable portion of such Net Disposition Proceeds, if applicable) except to the extent of any such Net Disposition Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 12 month period, at which time a prepayment shall be required in an amount equal to such Net Disposition Proceeds that have not been so invested (or committed to be invested); provided, further, that, with regards to a commitment to invest, such purchase shall have been consummated within 180 days after the end of such 12-month period or such Net Disposition Proceeds shall be immediately applied to the repayment of Loans as set forth in Section 3.1.3.
(ii) The Borrower shall, on the date any Loan Party or any of their Subsidiaries receives any Net Insurance Proceeds which in the aggregate exceed $10,000,000, shall prepay an aggregate principal amount of Loans equal to 75% of such Net Insurance Proceeds (such prepayment or, to be applied as set forth in Section 3.1.3); providedthe extent clause (g) is applicable, however, that with respect to any Reduced Net Disposition Proceeds and Reduced Net Insurance Proceeds, so long as no Event respectively) to:
(A) first, make a mandatory prepayment of Default shall the Term Loans and Delayed Draw Term Loans, on a pro rata basis;
(B) second, if all the Term Loans and Delayed Draw Term Loans have occurred and be continuingbeen paid in full, make a mandatory prepayment of the Borrower may elect Swing Line Loans (as notified by the Borrower to the Administrative Agent on or prior to the date of such disposition) to invest (or commit to invest) all or without any portion of such Net Insurance Proceeds in assets useful reduction in the business of the Borrower and the other Subsidiaries, including through Permitted Acquisitions or capital expenditures, within 12 months after the receipt of such Net Insurance Proceeds related Commitments); and, in such instance, no such prepayment shall be required in respect of such Net Insurance Proceeds in respect of such Casualty Event
(or the applicable portion of such Net Insurance ProceedsC) third, if applicable) except to all the extent of any such Net Insurance Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 12 month periodTerm Loans, at which time a prepayment shall be required in an amount equal to such Net Insurance Proceeds that have not been so invested (or committed to be invested); providedDelayed Draw Term Loans, further, that, with regards to a commitment to invest, such investment or replacement shall and Swing Line Loans have been consummated within 180 days after the end of such 12-month period or such Net Disposition Proceeds shall be immediately applied to the repayment of Loans as set forth paid in Section 3.1.3.
(iii) The Borrower full, repay outstanding Reimbursement Obligations. AMRC shall deliver to the Administrative Agent (i) not later than two (2) Business Days on or prior to the time of each prepayment required under this Section a certificate signed by a Financial Officer setting forth in reasonable detail (x) the calculation of the amount of such prepaymentprepayment and (y) with respect to any prepayment of Reduced Net Disposition Proceeds or Reduced Net Insurance Proceeds, the information required in clause (g) to the extent required thereby and (ii) notice of each mandatory prepayment on or before 10:00 a.m. (New York City time) 2:00 p.m. one Business Day in advance of such prepayment.
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Samples: Credit Agreement (Applied Medical Corp), Credit Agreement (Applied Medical Corp)
Mandatory Prepayments from Certain Sources. (i) The Borrower shall, on (i) within 3 days of the date any Loan Party or any of their Subsidiaries receives receipt by the Borrower of any Net Disposition Proceeds which and (ii) on the date of delivery of the audited financial statements pursuant to clause (b) of Section 7.1.1 (and, in any event, on the date 90 days after the end of each Fiscal Year), in the aggregate exceed $10,000,000 received in connection with any non-ordinary course salecase of Excess Cash Flow, transfer or disposition of any property or asset of any Loan Party or any of their Subsidiaries, shall prepay an aggregate principal amount of Loans equal to apply 100% of all such Net Disposition Proceeds (and 25% of all such Excess Cash Flow for the immediately preceding Fiscal Year to make a mandatory prepayment to be applied as set forth in Section 3.1.3)of the Term Loans; provided, however, that (i) no such prepayment with respect to any Net Disposition ProceedsExcess Cash Flow shall be required to the extent, so long as no Event of Default shall have occurred and be continuing, but only to the extent that the Excess Availability to the Borrower may elect and its Subsidiaries under the Existing Revolving Credit Agreement were to be reduced below $37,500,000, (as notified by the Borrower to the Administrative Agent on or prior to the date of such dispositionii) to invest (or commit to invest) all or any portion no mandatory prepayment amount of such Net Disposition Proceeds in assets useful in the business of which constitute Casualty Proceeds shall be required if (x) the Borrower and informs the other Subsidiaries, including through Permitted Acquisitions or capital expenditures, within 12 months after Agent no later than 30 days following the receipt of such Casualty Proceeds of its or its applicable Subsidiary's good faith intention to apply or irrevocably commit to apply such Casualty Proceeds to the repair or acquisition of substantially similar assets which were the subject of such Disposition within 90 days following receipt of such Casualty Proceeds, with the amount of such Casualty Proceeds not so applied or committed after such 90 day period being applied to the Loans pursuant to this clause (b) and (y) any such asset repaired or acquired with such Casualty Proceeds which were Collateral or Negative Pledge Collateral shall upon such repair or acquisition be deemed to be "Collateral" or "Negative Pledge Property" as the case may be and (iii) the Borrower shall not be required to make a prepayment of Term Loans if the amount of such Net Disposition Proceeds and, in such instance, no such prepayment shall be required in respect together with all other Net Deposition Proceeds not yet used to prepay Term Loans is less than $100,000 until the next occurring date of such Net Disposition Proceeds in respect payment of such event (or the applicable portion of such Net Disposition Proceeds, if applicable) except to the extent of any such Net Disposition Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 12 month period, at which time a prepayment shall be required in an amount equal to such Net Disposition Proceeds that have not been so invested (or committed to be invested); provided, further, that, with regards to a commitment to invest, such purchase shall have been consummated within 180 days after the end of such 12-month period or such Net Disposition Proceeds shall be immediately applied to the repayment of Loans as set forth in Section 3.1.3.
(ii) The Borrower shall, interest on the date any Loan Party or any of their Subsidiaries receives any Net Insurance Proceeds which in the aggregate exceed $10,000,000, shall prepay an aggregate principal amount of Loans equal to 75% of such Net Insurance Proceeds (such prepayment to be applied as set forth in Section 3.1.3); provided, however, that with respect to any Net Insurance Proceeds, so long as no Event of Default shall have occurred and be continuing, the Borrower may elect (as notified by the Borrower to the Administrative Agent on or prior to the date of such disposition) to invest (or commit to invest) all or any portion of such Net Insurance Proceeds in assets useful in the business of the Borrower and the other Subsidiaries, including through Permitted Acquisitions or capital expenditures, within 12 months after the receipt of such Net Insurance Proceeds and, in such instance, no such prepayment shall be required in respect of such Net Insurance Proceeds in respect of such Casualty Event (or the applicable portion of such Net Insurance Proceeds, if applicable) except to the extent of any such Net Insurance Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 12 month period, at which time a prepayment shall be required in an amount equal to such Net Insurance Proceeds that have not been so invested (or committed to be invested); provided, further, that, with regards to a commitment to invest, such investment or replacement shall have been consummated within 180 days after the end of such 12-month period or such Net Disposition Proceeds shall be immediately applied to the repayment of Loans as set forth in Section 3.1.3.
(iii) Term Loans. The Borrower shall deliver to the Administrative Agent (i) not later than two (2) Business Days prior to Agent, at the time of each prepayment required under this Section Section, (i) a certificate signed by a Financial Officer setting forth in reasonable detail the calculation of the amount of such prepayment, prepayment and (ii) notice of each mandatory prepayment thereof on or before 10:00 a.m. (New York City time) one Business Day in advance of such prepayment.
Appears in 1 contract
Mandatory Prepayments from Certain Sources. (i) The Borrower shall, on the date of receipt by it of any Loan Party (i) Net Debt Proceeds, (ii) Extraordinary Receipts or any of their Subsidiaries receives any (iii) Net Dispositions Proceeds or (iv) Net Insurance Proceeds, (or, to the extent clause (e) is applicable, on the dates specified therein with respect to Reduced Net Disposition Proceeds which and Reduced Net Insurance Proceeds, respectively), in each case to the aggregate exceed extent in excess of $10,000,000 received in connection with any non-ordinary course sale2,000,000, transfer or disposition of any property or asset of any Loan Party or any of their Subsidiaries, shall prepay an aggregate principal amount of Loans equal to apply 100% of all such Net Debt Proceeds, Extraordinary Receipts, Net Disposition Proceeds and Net Insurance Proceeds (such prepayment to be applied as set forth in Section 3.1.3); providedor, however, that with respect to any Net Disposition Proceeds, so long as no Event of Default shall have occurred and be continuing, the Borrower may elect (as notified by the Borrower to the Administrative Agent on or prior to the date of such dispositionextent clause (e) to invest (or commit to invest) all or any portion of such is applicable, Reduced Net Disposition Proceeds in assets useful in the business and Reduced Net Insurance Proceeds):
(A) first, make a mandatory prepayment of the Borrower and the other Subsidiaries, including through Permitted Acquisitions or capital expenditures, within 12 months after the receipt of such Net Disposition Proceeds and, in such instance, no such prepayment shall be required in respect of such Net Disposition Proceeds in respect of such event Swing Line Loans;
(or the applicable portion of such Net Disposition ProceedsB) second, if applicableall the Swing Line Loans have been paid in full, repay outstanding Reimbursement Obligations;
(C) except to third, if all the extent Swing Line Loans and outstanding Reimbursement Obligations have been paid in full, make a mandatory prepayment of any such Net Disposition Proceeds therefrom that the Revolving Loans; and
(D) fourth, if all the Swing Line Loans, outstanding Reimbursement Obligations and Revolving Loans have not been so invested paid in full, Cash Collateralize all other Letter of Credit Outstandings (or committed to be invested) by the end of such 12 month period, at which time a prepayment shall be required in an amount equal to such Net Disposition Proceeds that have not been so invested (or committed to be invested); provided, further, that, with regards to a commitment to invest, such purchase shall have been consummated within 180 days after the end of such 12-month period or such Net Disposition Proceeds shall be immediately applied to the repayment of Loans as set forth in Section 3.1.3.
(ii) The Borrower shall, on the date any Loan Party or any of their Subsidiaries receives any Net Insurance Proceeds which in the aggregate exceed $10,000,000, shall prepay an aggregate principal amount of Loans equal to 75105% of such Net Insurance Proceeds (such prepayment Letter of Credit Outstandings) on terms and pursuant to be applied as set forth documentation in Section 3.1.3); provided, however, that with respect to any Net Insurance Proceeds, so long as no Event of Default shall have occurred form and be continuing, the Borrower may elect (as notified by the Borrower substance reasonably satisfactory to the Administrative Agent on or prior to the date of such disposition) to invest (or commit to invest) all or any portion of such Net Insurance Proceeds in assets useful in the business of the Borrower and the other Subsidiaries, including through Permitted Acquisitions or capital expenditures, within 12 months after the receipt of such Net Insurance Proceeds and, in such instance, no such prepayment shall be required in respect of such Net Insurance Proceeds in respect of such Casualty Event (or the applicable portion of such Net Insurance Proceeds, if applicable) except to the extent of any such Net Insurance Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 12 month period, at which time a prepayment shall be required in an amount equal to such Net Insurance Proceeds that have not been so invested (or committed to be invested); provided, further, that, with regards to a commitment to invest, such investment or replacement shall have been consummated within 180 days after the end of such 12-month period or such Net Disposition Proceeds shall be immediately applied to the repayment of Loans as set forth in Section 3.1.3.
(iii) Agent. The Borrower shall deliver to the Administrative Agent (ix) not later than two (2) Business Days prior to the time of each prepayment required under this Section 3.1.2(b) a certificate signed by a Financial Officer setting forth in reasonable detail (1) the calculation of the amount of such prepaymentprepayment and (2) with respect to any prepayment of Reduced Net Disposition Proceeds or Reduced Net Insurance Proceeds, the information required in clause (e), and (iiy) notice of each mandatory prepayment on or before 10:00 a.m. (New York City time) one Business Day in advance of such prepayment.
Appears in 1 contract
Samples: Credit Agreement (Lannett Co Inc)
Mandatory Prepayments from Certain Sources. The Borrowers shall, (i) The Borrower shall, on the date of receipt by any Loan Party or any Borrower of their Subsidiaries receives any Net Disposition Proceeds which in the aggregate exceed $10,000,000 received in connection with any non-ordinary course sale, transfer or disposition of any property or asset of any Loan Party or any of their Subsidiaries, shall prepay an aggregate principal amount of Loans equal to 100% of such Net Disposition Proceeds (such prepayment to be applied as set forth in Section 3.1.3); provided, however, that with respect to any Net Disposition Proceeds, so long as no Event Net Securities Proceeds or Net Debt Proceeds and (ii) on the dates specified in Section 7.1.4 with respect to Net Insurance Proceeds, apply (x) 100% of Default shall have occurred and be continuing, the Borrower may elect (as notified by the Borrower to the Administrative Agent on or prior to the date of such disposition) to invest (or commit to invest) all or any portion of such Net Disposition Proceeds in assets useful in the business and Net Insurance Proceeds and (y) 50% of all such Net Securities Proceeds and Net Debt Proceeds to
(A) first, make a mandatory prepayment of the Borrower and the other Subsidiaries, including through Permitted Acquisitions or capital expenditures, within 12 months after the receipt of such Net Disposition Proceeds and, in such instance, no such prepayment shall be required in respect of such Net Disposition Proceeds in respect of such event (or the applicable portion of such Net Disposition Proceeds, if applicable) except to the extent of any such Net Disposition Proceeds therefrom that have not been so invested (or committed Term Loans to be invested) by the end of such 12 month period, at which time a prepayment shall be required in an amount equal to such Net Disposition Proceeds that have not been so invested (or committed to be invested); provided, further, that, with regards to a commitment to invest, such purchase shall have been consummated within 180 days after the end of such 12-month period or such Net Disposition Proceeds shall be immediately applied to the repayment installments thereof in the inverse order of Loans as set forth in Section 3.1.3.maturity; and
(iiB) The Borrower shallsecond, on if all the date any Loan Party or any Term Loans have been paid in full, make a mandatory prepayment of their Subsidiaries receives any Net Insurance Proceeds which in the aggregate exceed $10,000,000, shall prepay an aggregate principal amount of CapEx Loans equal to 75% of such Net Insurance Proceeds (such prepayment to be applied as set forth in Section 3.1.3); provided, however, that with respect to any Net Insurance Proceeds, so long as no Event of Default shall have occurred and be continuing, the Borrower may elect (as notified by the Borrower to the Administrative Agent installments thereof in the inverse order of maturity;
(C) third, if all the Term Loans and the CapEx Loans have been paid in full, make a mandatory prepayment of the Revolving Loans; and
(D) fourth, cash collateralize all Letter of Credit Outstandings on or prior terms in form and substance satisfactory to the date of such disposition) to invest (or commit to invest) all or any portion of such Net Insurance Proceeds in assets useful in the business of the Borrower and the other Subsidiaries, including through Permitted Acquisitions or capital expenditures, within 12 months after the receipt of such Net Insurance Proceeds and, in such instance, no such prepayment shall be required in respect of such Net Insurance Proceeds in respect of such Casualty Event (or the applicable portion of such Net Insurance Proceeds, if applicable) except to the extent of any such Net Insurance Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 12 month period, at which time a prepayment shall be required in an amount equal to such Net Insurance Proceeds that have not been so invested (or committed to be invested); provided, further, that, with regards to a commitment to invest, such investment or replacement shall have been consummated within 180 days after the end of such 12-month period or such Net Disposition Proceeds shall be immediately applied to the repayment of Loans as set forth in Section 3.1.3.
(iii) The Borrower Agent. USAM shall deliver to the Administrative Agent (i) not later than two (2) Business Days prior to Agent, at the time of each prepayment required under this Section Section, (i) a certificate signed by a Financial its chief executive Authorized Officer setting forth in reasonable detail the calculation of the amount of such prepayment, prepayment and (ii) notice of each mandatory prepayment thereof on or before 10:00 a.m. (New York City time) one Business Day in advance of such prepayment. All Indebtedness constituting Net Debt Proceeds shall be on terms no less favorable in any respect to the Borrowers, the Agent and the Lenders than those contained in the Subordinated Debt Documents and the Intercreditor Agreement. The proceeds of the Net Debt Proceeds and Net Securities Proceeds that are not required to prepay the Credit Extensions may be used to prepay principal and interest owing pursuant to the Subordinated Debt Documents or for other legitimate corporate purposes consistent with the Borrowers' businesses as set forth in the second recital; provided, that if any Default or Event of Default has occurred and is continuing or would result from any such payment, 100% of all such Net Debt Proceeds and Net Securities Proceeds shall be applied to prepay the Credit Extensions as provided above.
Appears in 1 contract
Mandatory Prepayments from Certain Sources. (i) The Borrower shallBorrowers shall apply 100% of any Cost Basis Collateral Disposition Proceeds, on the date any Loan Party or any of their Subsidiaries receives any Net Collateral Insurance Proceeds, LTC Lease Disposition Proceeds which in and Timber Lease Termination Proceeds (except as specified below) to prepay the aggregate exceed $10,000,000 received in connection with any non-ordinary course sale, transfer or disposition of any property or asset of any Loan Party or any of their Subsidiaries, shall prepay an aggregate outstanding principal amount of the Term Loans equal and any Incremental Term Loans and any Revolving Loans subject to 100% of such Net Disposition Proceeds (such prepayment to be applied as the limitations set forth in Section 3.1.32.1.1(c)(iii)(y); provided, however, that with respect to any Net Disposition Proceeds, so long as if no Event of Default shall have has occurred and be is continuing, the Borrower may elect (as notified by Borrowers shall not be required to repay the Borrower to Loans with the Administrative Agent on or prior to the date first $4,000,000 of such disposition) to invest (or commit to invest) all or any portion of such Net Cost Basis Collateral Disposition Proceeds in assets useful any fiscal year if (x) the Loan to Value Ratio, calculated on a pro forma basis after giving effect to such disposition, does not exceed 40%, and (y) such Cost Basis Collateral Disposition Proceeds are used for (1) general working capital, (2) acquisitions of additional Real Property otherwise permitted pursuant to the terms and provisions of this Agreement, or (3) dividends, distributions or other payments permitted pursuant to Section 7.2.6 of this Agreement. For the avoidance of doubt, until the aggregate amount of Cost Basis Collateral Disposition Proceeds exceeds $4,000,000 in the business any fiscal year and so long as clause (x) of the Borrower and the other Subsidiariespreceding sentence is satisfied, including through Permitted Acquisitions or capital expenditures, within 12 months after the receipt of such Net Cost Basis Collateral Disposition Proceeds and, in such instance, no such prepayment shall be required deposited into the Revenue Account for further deposit into the Receipt Account and application in accordance with the Receipt Waterfall and clause (y) of the preceding sentence. Notwithstanding the foregoing, with respect of such Net Disposition Proceeds in respect of such event (or the applicable portion of such Net Disposition to Timber Lease Termination Proceeds, if applicable) except to the extent of any such Net Disposition Proceeds therefrom that have not been so invested (or committed to be invested) by Borrowers shall prepay the end of such 12 month period, at which time a prepayment shall be required Loans in an amount equal to such Net Disposition Proceeds that have not been so invested (or committed to be invested); provided, further, that, with regards to a commitment to invest, such purchase shall have been consummated within 180 days after the end of such 12-month period or such Net Disposition Proceeds shall be immediately applied to the repayment of Loans as set forth in Section 3.1.3.
(ii) The Borrower shall, on the date any Loan Party or any of their Subsidiaries receives any Net Insurance Proceeds which in the aggregate exceed $10,000,000, shall prepay an aggregate principal amount of Loans equal to 75100% of such Net Insurance Proceeds proceeds (such prepayment to be applied as set forth in Section 3.1.3); provided, however, that with respect to any Net Insurance Proceeds, so long as no Event of Default shall have occurred and be continuing, the Borrower may elect (as notified by the Borrower to the Administrative Agent on or prior to the date of such dispositioni) to invest (or commit to invest) all or any portion of such Net Insurance Proceeds in assets useful in the business of the Borrower and the other Subsidiaries, including through Permitted Acquisitions or capital expenditures, within 12 months after the receipt of such Net Insurance Proceeds and, in such instance, no such prepayment shall be required in respect of such Net Insurance Proceeds in respect of such Casualty Event (or the applicable portion of such Net Insurance Proceeds, if applicable) except to the extent the Timber Lease Termination Proceeds exceed $2,000,000 in connection with the termination of any such Net Insurance Proceeds therefrom that have not been so invested (a single PLM Lease or committed to be invested) by the end of such 12 month period, at which time a prepayment shall be required in an amount equal to such Net Insurance Proceeds that have not been so invested (or committed to be invested); provided, further, that, with regards to a commitment to invest, such investment or replacement shall have been consummated within 180 days after the end of such 12-month period or such Net Disposition Proceeds shall be immediately applied to the repayment of Loans as set forth in Section 3.1.3.
(iii) The Borrower shall deliver to the Administrative Agent (i) not later than two (2) Business Days prior to the time of each prepayment required under this Section a certificate signed by a Financial Officer setting forth in reasonable detail the calculation single portion of the amount of such prepayment, LTC Lease or any other Timber Lease and (ii) notice once the aggregate amount of Timber Lease Termination Proceeds received during the term hereof exceeds $5,000,000 (regardless of whether such $5,000,000 in aggregate proceeds have been applied to prepay the Loans or applied in accordance with the Receipt Waterfall). In addition, the outstanding principal amount of the Loans shall be prepaid as and when required pursuant to the terms of the Receipt Waterfall. For the avoidance of doubt, until the aggregate amount of Timber Lease Termination Proceeds exceeds $5,000,000, Timber Lease Termination Proceeds not exceeding $2,000,000 in connection with the termination of a single PLM Lease or a single portion of the LTC Lease or any other Timber Lease shall be deposited into the Revenue Account for further deposit into the Receipt Account and application in accordance with the Receipt Waterfall.
SECTION 2.4. By this Amendment Agreement, clause (a) of Section 7.1.14 (“Revenue Account”) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows: Each of the Borrowers and each mandatory prepayment other Loan Party acknowledges and confirms that, on or before 10:00 a.m. the date hereof and pursuant to the terms of this Agreement, Xxxxx Timberland has established and will maintain a deposit account at the Domestic Account Bank for the benefit of the Administrative Agent, as first priority secured party for the benefit of the Lender Parties, to serve as the “Revenue Account” (New York City timesaid account, and any account replacing the same in accordance with this Agreement, the “Revenue Account”). Xxxxx Timberland shall cause and direct all amounts that are payable to it, including under the Master Stumpage Agreement from the harvesting of Timber, lease revenues, Net Collateral Disposition Proceeds in excess of Cost Basis Collateral Disposition Proceeds, the Cost Basis Collateral Disposition Proceeds (to the extent such Cost Basis Collateral Disposition Proceeds are not required to be applied to prepay the outstanding principal amount of the Loans pursuant to clause (b) of Section 3.1.2), payments under the LTC Lease Support Agreement (other than LTC Lease Disposition Proceeds), Timber Lease Termination Proceeds (to the extent such Timber Lease Termination Proceeds are not required to be applied to prepay the outstanding principal amount of the Loans pursuant to clause (b) of Section 3.1.2) and all other revenues from the ownership and operation of the Collateral to be deposited directly in the form received into the Revenue Account. Xxxxx HBU shall cause and direct all amounts that are payable to it, including lease revenues, Net Collateral Disposition Proceeds in excess of Cost Basis Collateral Disposition Proceeds, the Cost Basis Collateral Disposition Proceeds (to the extent such Cost Basis Collateral Disposition Proceeds are not required to be applied to prepay the outstanding principal amount of the Loans pursuant to clause (b) of Section 3.1.2) and all other revenues from the ownership and operation of the Collateral to be deposited directly in the form received into the Revenue Account. Xxxxx TRS Subsidiary shall pay directly into the Revenue Account, as and when due, all amounts owing by it to Xxxxx Timberland pursuant to the Master Stumpage Agreement or otherwise. Xxxxx Timberland, Xxxxx HBU and each other Loan Party represents, warrants and covenants that except for the Revenue Account, the Interest Reserve Account, the Xxxxx TRS Subsidiary Account, the Receipt Account, the Expense Account and the Working Capital Account, there are no other accounts into which revenues from the ownership and operation of the Collateral are deposited or held. So long as any Obligations shall be outstanding, none of Xxxxx Timberland, Xxxxx HBU or any other Loan Party shall open any accounts for the deposit of revenues from the ownership and operation of the Collateral other than the accounts listed in the immediately preceding sentence. Xxxxx Timberland and the other Loan Parties acknowledge that the Domestic Account Bank may comply with instructions originated by the Administrative Agent without further consent by any of Xxxxx Timberland or the other Loan Parties. Funds of Xxxxx Timberland and Xxxxx HBU which are deposited in the Revenue Account may at the direction of Xxxxx Timberland, if no Default or Event of Default has occurred and is continuing, be invested in one Business Day or more Cash Equivalent Investments; provided, that under no circumstances shall the Lender Parties be liable for any losses that may be incurred by Xxxxx Timberland or Xxxxx HBU in advance the making of any such prepaymentCash Equivalent Investments.
SECTION 2.5. By this Amendment Agreement, clause (b) of Section 7.2.4 (“Financial Covenants”) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
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Mandatory Prepayments from Certain Sources. (i) The Borrower shallBorrowers shall apply 100% of any Cost Basis Collateral Disposition Proceeds, on the date any Loan Party or any of their Subsidiaries receives any Net Collateral Insurance Proceeds, LTC Lease Disposition Proceeds which in and Timber Lease Termination Proceeds (except as specified below) to prepay the aggregate exceed $10,000,000 received in connection with any non-ordinary course sale, transfer or disposition of any property or asset of any Loan Party or any of their Subsidiaries, shall prepay an aggregate outstanding principal amount of the Term Loans equal and any Incremental Term Loans and any Revolving Loans subject to 100% of such Net Disposition Proceeds (such prepayment to be applied as the limitations set forth in Section 3.1.32.1.1(c)(iii)(y); provided, however, that with respect to any Net Disposition Proceeds, so long as if no Event of Default shall have has occurred and be is continuing, the Borrower may elect (as notified by Borrowers shall not be required to repay the Borrower to Loans with the Administrative Agent on or prior to the date first $4,000,000 of such disposition) to invest (or commit to invest) all or any portion of such Net Cost Basis Collateral Disposition Proceeds in assets useful any fiscal year if (x) the Loan to Value Ratio, calculated on a pro forma basis after giving effect to such disposition, does not exceed 40%, and (y) such Cost Basis Collateral Disposition Proceeds are used 39 for (1) general working capital, (2) acquisitions of additional Real Property otherwise permitted pursuant to the terms and provisions of this Agreement, or (3) dividends, distributions or other payments permitted pursuant to Section 7.2.6 of this Agreement. For the avoidance of doubt, until the aggregate amount of Cost Basis Collateral Disposition Proceeds exceeds $4,000,000 in the business any fiscal year and so long as clause (x) of the Borrower and the other Subsidiariespreceding sentence is satisfied, including through Permitted Acquisitions or capital expenditures, within 12 months after the receipt of such Net Cost Basis Collateral Disposition Proceeds and, in such instance, no such prepayment shall be required deposited into the Revenue Account for further deposit into the Receipt Account and application in accordance with the Receipt Waterfall and clause (y) of the preceding sentence. Notwithstanding the foregoing, with respect of such Net Disposition Proceeds in respect of such event (or the applicable portion of such Net Disposition to Timber Lease Termination Proceeds, if applicable) except to the extent of any such Net Disposition Proceeds therefrom that have not been so invested (or committed to be invested) by Borrowers shall prepay the end of such 12 month period, at which time a prepayment shall be required Loans in an amount equal to such Net Disposition Proceeds that have not been so invested (or committed to be invested); provided, further, that, with regards to a commitment to invest, such purchase shall have been consummated within 180 days after the end of such 12-month period or such Net Disposition Proceeds shall be immediately applied to the repayment of Loans as set forth in Section 3.1.3.
(ii) The Borrower shall, on the date any Loan Party or any of their Subsidiaries receives any Net Insurance Proceeds which in the aggregate exceed $10,000,000, shall prepay an aggregate principal amount of Loans equal to 75100% of such Net Insurance Proceeds proceeds (such prepayment to be applied as set forth in Section 3.1.3); provided, however, that with respect to any Net Insurance Proceeds, so long as no Event of Default shall have occurred and be continuing, the Borrower may elect (as notified by the Borrower to the Administrative Agent on or prior to the date of such dispositioni) to invest (or commit to invest) all or any portion of such Net Insurance Proceeds in assets useful in the business of the Borrower and the other Subsidiaries, including through Permitted Acquisitions or capital expenditures, within 12 months after the receipt of such Net Insurance Proceeds and, in such instance, no such prepayment shall be required in respect of such Net Insurance Proceeds in respect of such Casualty Event (or the applicable portion of such Net Insurance Proceeds, if applicable) except to the extent the Timber Lease Termination Proceeds exceed $2,000,000 in connection with the termination of any such Net Insurance Proceeds therefrom that have not been so invested (a single PLM Lease or committed to be invested) by the end of such 12 month period, at which time a prepayment shall be required in an amount equal to such Net Insurance Proceeds that have not been so invested (or committed to be invested); provided, further, that, with regards to a commitment to invest, such investment or replacement shall have been consummated within 180 days after the end of such 12-month period or such Net Disposition Proceeds shall be immediately applied to the repayment of Loans as set forth in Section 3.1.3.
(iii) The Borrower shall deliver to the Administrative Agent (i) not later than two (2) Business Days prior to the time of each prepayment required under this Section a certificate signed by a Financial Officer setting forth in reasonable detail the calculation single portion of the amount of such prepayment, LTC Lease or any other Timber Lease and (ii) notice once the aggregate amount of each mandatory prepayment on Timber Lease Termination Proceeds received during the term hereof exceeds $5,000,000 (regardless of whether such $5,000,000 in aggregate proceeds have been applied to prepay the Loans or before 10:00 a.m. (New York City time) one Business Day applied in advance accordance with the Receipt Waterfall). In addition, the outstanding principal amount of such prepaymentthe Loans shall be prepaid as and when required pursuant to the terms of the Receipt Waterfall. For the avoidance of doubt, until the aggregate amount of Timber Lease Termination Proceeds exceeds $5,000,000, Timber Lease Termination Proceeds not exceeding $2,000,000 in connection with the termination of a single PLM Lease or a single portion of the LTC Lease or any other Timber Lease shall be deposited into the Revenue Account for further deposit into the Receipt Account and application in accordance with the Receipt Waterfall.
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