Common use of Mandatory Prepayments from Certain Sources Clause in Contracts

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.

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 100% of such Net Disposition proceeds (i) to the extent the Timber Lease Termination Proceeds that have not been so invested exceed $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 and (or committed to be invested); provided, further, that, with regards to a commitment to invest, ii) once the aggregate amount of Timber Lease Termination Proceeds received during the term hereof exceeds $5,000,000 (regardless of whether such purchase shall $5,000,000 in aggregate proceeds have been consummated within 180 days after applied to prepay the end Loans or applied in accordance with the Receipt Waterfall). In addition, the outstanding principal amount of such 12-month period or such Net Disposition Proceeds the Loans shall be immediately applied prepaid as and when required pursuant to the repayment terms of Loans as set forth 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 Section 3.1.3connection 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.

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 andtogether with all other Net Deposition Proceeds not yet used to prepay Term Loans is less than $100,000 until the next occurring date of payment of interest on the Term Loans. The Borrower shall deliver to the Agent, at the time of each prepayment required under this Section, (i) a certificate signed by a Financial Officer setting forth in such instance, no reasonable detail the calculation of the amount of such prepayment shall be required and (ii) notice thereof on or before 10:00 a.m. one Business Day in respect advance of such Net Disposition Proceeds in respect of such event prepayment. (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 investedc); 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.

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 100% of such Net Disposition proceeds (i) to the extent the Timber Lease Termination Proceeds that have not been so invested exceed $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 and (or committed to be invested); provided, further, that, with regards to a commitment to invest, ii) once the aggregate amount of Timber Lease Termination Proceeds received during the term hereof exceeds $5,000,000 (regardless of whether such purchase shall $5,000,000 in aggregate proceeds have been consummated within 180 days after applied to prepay the end Loans or applied in accordance with the Receipt Waterfall). In addition, the outstanding principal amount of such 12-month period or such Net Disposition Proceeds the Loans shall be immediately applied prepaid as and when required pursuant to the repayment terms of Loans as set forth 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 Section 3.1.3connection 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.