Net Cash Proceeds from Casualty Events. (a) This Section 2.11, which shall apply only at such time as neither the First Lien Financing nor any Senior Qualified Additional Financing is then outstanding, shall apply to all Net Cash Proceeds from Casualty Events received by Borrower in excess of $5,000,000 arising from and after the Opening Date from any particular Casualty Event related to the Project. Any such Net Cash Proceeds (other than those described in subsection (b) below) shall be applied to the prepayment of the Obligations in accordance with Sections 2.06 and 2.08, unless each of the following conditions are satisfied or waived by Lender as required pursuant to Section 2.11(c) or 2.11(d), as the case may be, within 90 Business Days (or, in the case of such Net Cash Proceeds described in Section 2.11(d), 120 Business Days) after Borrower’s receipt of such Net Cash Proceeds, in which event such amounts shall be applied to the repair or restoration of the Project in accordance with the terms of such Sections: (i) the Borrower certifies (and the Construction Consultant, in the exercise of its reasonable business judgment, acknowledges that such certification is reasonable), that the damage or destruction or Event of Eminent Domain giving rise to such Net Cash Proceeds does not constitute the destruction of all or substantially all of the Project; (ii) no Event of Default has occurred and is continuing (other than a Default or an Event of Default arising under Section 8.01(c), 8.01(d) or 8.01(e), in each case resulting solely from such Casualty Event or Event of Eminent Domain) at the time of such damage or destruction or Event of Eminent Domain and after giving effect to any proposed repair and restoration, no Event of Default would reasonably be expected to result from such damage or destruction or proposed repair and restoration or Event of Eminent Domain; (iii) the Borrower certifies (and the Construction Consultant, in the exercise of its reasonable business judgment, acknowledges that such certification is reasonable), that repair or restoration of the Project to a condition substantially similar to the condition of the Project immediately prior to the event or events to which the relevant Insurance Proceeds or Eminent Domain Proceeds, as the case may be, relate, is technically and economically feasible within an 18-month period after receipt of any such Insurance Proceeds or Eminent Domain Proceeds, and that a sufficient amount of funds is or will be available to the Borrower to make such repairs and restorations; (iv) the Borrower delivers to Lender and the Construction Consultant a plan describing in reasonable detail the nature of the repairs or restoration to be effected and the anticipated costs and schedule associated therewith (the “Repair Plan”), and the Construction Consultant, in the exercise of its reasonable judgment, acknowledges that the Repair Plan is achievable; (v) the Borrower certifies that a sufficient amount of funds is or will be available to the Borrower to make all payments on Indebtedness which will become due during and following the repair period and prior to the completion of such repairs or restoration; (vi) the Borrower reasonably expects it to obtain any Permit necessary to proceed with the repair and restoration of the Project; and (vii) the proposed repair or restoration is not prohibited by any of the other Financing Agreements. (b) (i)Borrower shall have the right to use up to an amount of $25,000,000 of Insurance Proceeds and/or Eminent Domain Proceeds received by Borrower for each single loss or series of related losses (excluding amounts received on account thereof and applied (or to be applied) as payments to the Loan or other Indebtedness), to repair, restore and/or replace the Property with respect to which such Insurance Proceeds and/or Eminent Domain Proceeds relate and Sections 2.06 and 2.11 (other than this Section 2.11(b)(i)) shall not apply to such proceeds.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement (Stockbridge/Sbe Investment Company, LLC)
Net Cash Proceeds from Casualty Events. (a) This Section 2.11, which shall apply only at such time as neither the First Lien Financing nor any Senior Qualified Additional Financing is then outstanding, 2.17 shall apply to all Net Cash Proceeds from Casualty Events received by Borrower in excess of $5,000,000 arising from any particular Casualty Event received by any Loan Party (i) in the case of such Net Cash Proceeds related to the Project, from and after the Opening Date from any particular Casualty Event related and (ii) in the case of such Net Cash Proceeds that are not applicable to the Project, at all times. Any such Net Cash Proceeds (other than those described in subsection (b) below) shall be applied to the prepayment of the Obligations in accordance with Sections 2.06 2.10 and 2.082.14, unless each of the following conditions are satisfied or waived by Lender the Required Lenders as required pursuant to Section 2.11(c2.17(c) or 2.11(d2.17(d), as the case may be, within 90 Business Days (or, in the case of such Net Cash Proceeds described in Section 2.11(d2.17(d), 120 Business Days) after Borrowerany Loan Party’s receipt of such Net Cash Proceeds, in which event such amounts shall be applied to the repair or restoration of the Project in accordance with the terms of such Sections:
(i) the Borrower certifies (and the Construction Consultant, in the exercise of its reasonable business judgment, acknowledges that such certification is reasonable), that the damage or destruction or Event of Eminent Domain giving rise to such Net Cash Proceeds does not constitute the destruction of all or substantially all of the Project;
(ii) no Event of Default has occurred and is continuing (other than a Default or an Event of Default arising under Section 8.01(c), 8.01(d) or 8.01(e), in each case resulting solely from such Casualty Event or Event of Eminent Domain) at the time of such damage or destruction or Event of Eminent Domain and after giving effect to any proposed repair and restoration, no Event of Default would reasonably be expected to result from such damage or destruction or proposed repair and restoration or Event of Eminent Domain;
(iii) the Borrower certifies (and the Construction Consultant, in the exercise of its reasonable business judgment, acknowledges that such certification is reasonable), that repair or restoration of the Project to a condition substantially similar to the condition of the Project immediately prior to the event or events to which the relevant Insurance Proceeds or Eminent Domain Proceeds, as the case may be, relate, is technically and economically feasible within an 18-month period after receipt of any such Insurance Proceeds or Eminent Domain Proceeds, and that a sufficient amount of funds is or will be available to the Borrower relevant Loan Party to make such repairs and restorations;
(iv) the Borrower delivers to Lender the Administrative Agent and the Construction Consultant a plan describing in reasonable detail the nature of the repairs or restoration to be effected and the anticipated costs and schedule associated therewith (the “Repair Plan”), and the Construction Consultant, in the exercise of its reasonable judgment, acknowledges that the Repair Plan is achievable;
(v) the Borrower certifies that a sufficient amount of funds is or will be available to the Borrower to make all payments on Indebtedness which will become due during and following the repair period and prior to the completion of such repairs or restorationrestoration and, in any event, to maintain compliance with the covenants set forth in Section 6.09 during such repair period;
(vi) the Borrower reasonably expects it or the appropriate Loan Party to obtain any Permit necessary to proceed with the repair and restoration of the Project; and
(vii) the proposed repair or restoration is not prohibited by any of the other Financing Agreements.
(bi) (i)Borrower The Loan Parties shall have the right to use up to an amount of $25,000,000 of Insurance Proceeds and/or Eminent Domain Proceeds received by Borrower the Loan Parties for each single loss or series of related losses (excluding amounts received on account thereof and applied (or to be applied) as payments to the Loan Loans or other Indebtedness), to repair, restore and/or replace the Property with respect to which such Insurance Proceeds and/or Eminent Domain Proceeds relate and Sections 2.06 2.10 and 2.11 2.17 (other than this Section 2.11(b)(i2.17(b)(i)) shall not apply to such proceeds.
(ii) If, subject to Section 2.17(b)(i), there shall occur any damage, destruction or Event of Eminent Domain of or with respect to the Project with respect to which Insurance Proceeds and/or Eminent Domain Proceeds received by the relevant Loan Party(ies) for any single loss or series of related losses not in excess of $25,000,000 are payable (excluding amounts received on account thereof and applied (or to be applied) as payments to the Loans or other Indebtedness), such Insurance Proceeds and/or Eminent Domain Proceeds shall be held by the Administrative Agent in a Funding Account and released by the Administrative Agent to the relevant Loan Party(ies) in amounts from time to time necessary to make payments for work undertaken towards repair, restoration or reconstruction necessitated by such event(s), upon presentation of documentation reasonably satisfactory to the Administrative Agent supporting such requested payments.
(c) Provided that the conditions set forth in Section 2.17(a) have been waived by the Required Lenders, or have been satisfied, if there shall occur any Casualty Event or Event of Eminent Domain of or with respect to the Project with respect to which Insurance Proceeds and/or Eminent Domain Proceeds received by the relevant Loan Party(ies) for any single loss or series of related losses in excess of $25,000,000 (excluding amounts received on account thereof and applied (or to be applied) as payments to the Loans or other Indebtedness) but not in excess of $50,000,000 (excluding amounts received on account thereof and applied (or to be applied) as payments to the Loans or other Indebtedness), are payable, such Insurance Proceeds and/or Eminent Domain Proceeds received by the relevant Loan Party(ies) shall be held by the Administrative Agent in a Funding Account and released by the Administrative Agent to the relevant Loan Party(ies) in accordance with subsection (e) below.
(d) Provided that the conditions set forth in Section 2.17(a) above have been waived by the Required Lenders, or have been satisfied, if there shall occur any damage, destruction or Event of Eminent Domain of or with respect to the Project with respect to which Insurance Proceeds and/or Eminent Domain Proceeds received by the relevant Loan Party(ies) for any single loss or series of related losses in excess of $50,000,000 are payable (excluding amounts received on account thereof and applied (or to be applied) as payments to the Loans or other Indebtedness), such Insurance Proceeds and/or Eminent Domain Proceeds shall be held by the Administrative Agent in a Funding Account and released by the Administrative Agent to the relevant Loan Party(ies) in accordance with subsection (e) below.
(e) Except as provided in Section 2.17(b), amounts which are to be applied to repair or restoration of the Project pursuant to this Section 2.17 or to fund actual or contemplated debt service costs with respect to Indebtedness under the Financing Agreements shall be disbursed by the Administrative Agent from the applicable Funding Account in accordance with the procedures set forth in this Section 2.17(e). The Administrative Agent shall release Insurance Proceeds and/or Eminent Domain Proceeds for application toward such repairs or restoration or debt service, conditioned upon the relevant Loan Party’s delivery to the Administrative Agent of a certificate from the Borrower (I) describing in reasonable detail (x) the nature of the repairs or restoration to be effected with such release and certifying that such repairs or restoration are materially consistent with, and shall be undertaken in accordance with, the Repair Plan or (y) the debt service costs to be funded with such release (including by deposit into reserve accounts established under the Disbursement Agreement), (II) stating the cost of such repairs or restoration, which shall be no less than the amount of Insurance Proceeds and/or Eminent Domain Proceeds requested in such release, and that such requested release amount will be applied to the cost thereof, (III) stating that the aggregate amount requested in respect of such repairs or restoration and the debt service costs to be funded (including by deposit to reserve accounts) (when added to any other Insurance Proceeds and/or Eminent Domain Proceeds received by the relevant Loan Party(ies) or funds otherwise made available to the Loan Parties) does not exceed the cost of such repairs or restoration (including debt service costs) and that a sufficient amount of funds is or will be available to the relevant Loan Party(ies) to complete such repair or restoration and (IV) stating that neither a Default nor an Event of Default has occurred and is continuing (other than a Default or an Event of Default arising under Section 8.01(c) 8.01(d) or 8.01(e), in each case resulting solely from such damage or destruction or Event of Eminent Domain (provided that in any event no Default or Event of Default under Section 8.01(a) shall have occurred and be continuing).
(f) The Borrower agrees to use commercially reasonably efforts to obtain such additional title insurance, title insurance endorsements, mechanic’s lien waivers, certificates, opinions or other matters as may reasonably be requested by the Required Lenders as necessary or appropriate in connection with such repairs or restoration of the Project or to preserve or protect the Lenders’ interests hereunder and in the applicable Collateral.
Appears in 1 contract
Samples: Credit Agreement (Stockbridge/Sbe Investment Company, LLC)
Net Cash Proceeds from Casualty Events. (a) This Section 2.11, which shall apply only at such time as neither the First Lien Financing nor any Senior Qualified Additional Financing is then outstanding, 2.17 shall apply to all Net Cash Proceeds from Casualty Events received by Borrower in excess of $5,000,000 arising from any particular Casualty Event received by any Loan Party (i) in the case of such Net Cash Proceeds related to the Project, from and after the Opening Date from any particular Casualty Event related and (ii) in the case of such Net Cash Proceeds that are not applicable to the Project, at all times. Any such Net Cash Proceeds (other than those described in subsection (b) below) shall be applied to the prepayment of the Obligations in accordance with Sections 2.06 2.10 and 2.082.14, unless each of the following conditions are satisfied or waived by Lender the Required Lenders as required pursuant to Section 2.11(c2.17(c) or 2.11(d2.17(d), as the case may be, within 90 Business Days (or, in the case of such Net Cash Proceeds described in Section 2.11(d2.17(d), 120 Business Days) after Borrowerany Loan Party’s receipt of such Net Cash Proceeds, in which event such amounts shall be applied to the repair or restoration of the Project in accordance with the terms of such Sections:
(i) the Borrower certifies (and the Construction Consultant, in the exercise of its reasonable business judgment, acknowledges that such certification is reasonable), that the damage or destruction or Event of Eminent Domain giving rise to such Net Cash Proceeds does not constitute the destruction of all or substantially all of the Project;
(ii) no Event of Default has occurred and is continuing (other than a Default or an Event of Default arising under Section 8.01(c), 8.01(d) or 8.01(e), in each case resulting solely from such Casualty Event or Event of Eminent Domain) at the time of such damage or destruction or Event of Eminent Domain and after giving effect to any proposed repair and restoration, no Event of Default would reasonably be expected to result from such damage or destruction or proposed repair and restoration or Event of Eminent Domain;
(iii) the Borrower certifies (and the Construction Consultant, in the exercise of its reasonable business judgment, acknowledges that such certification is reasonable), that repair or restoration of the Project to a condition substantially similar to the condition of the Project immediately prior to the event or events to which the relevant Insurance Proceeds or Eminent Domain Proceeds, as the case may be, relate, is technically and economically feasible within an 18eighteen-month period after receipt of any such Insurance Proceeds or Eminent Domain Proceeds, and that a sufficient amount of funds is or will be available to the Borrower relevant Loan Party to make such repairs and restorations;
(iv) the Borrower delivers to Lender the Administrative Agent and the Construction Consultant a plan describing in reasonable detail the nature of the repairs or restoration to be effected and the anticipated costs and schedule associated therewith (the “Repair Plan”), and the Construction Consultant, in the exercise of its reasonable judgment, acknowledges that the Repair Plan is achievable;
(v) the Borrower certifies that a sufficient amount of funds is or will be available to the Borrower to make all payments on Indebtedness which will become due during and following the repair period and prior to the completion of such repairs or restorationrestoration and, in any event, to maintain compliance with the covenants set forth in Section 6.10 during such repair period;
(vi) the Borrower reasonably expects it or the appropriate Loan Party to obtain any Permit necessary to proceed with the repair and restoration of the Project; and
(vii) the proposed repair or restoration is not prohibited by any of the other Financing Agreements.
(bi) (i)Borrower The Loan Parties shall have the right to use up to an amount of $25,000,000 50,000,000 of Insurance Proceeds and/or Eminent Domain Proceeds received by Borrower the Loan Parties for each single loss or series of related losses (excluding amounts received on account thereof and applied (or to be applied) as payments to the Loan Loans or other Indebtedness), to repair, restore and/or replace the Property with respect to which such Insurance Proceeds and/or Eminent Domain Proceeds relate and Sections 2.06 2.10 and 2.11 2.17 (other than this Section 2.11(b)(i2.17(b)(i)) shall not apply to such proceeds.
Appears in 1 contract
Net Cash Proceeds from Casualty Events. (a) This Section 2.11, which shall apply only at such time as neither the First Lien Financing nor any Senior Qualified Additional Financing is then outstanding, shall apply to all Net Cash Proceeds from Casualty Events received by Borrower in excess of $5,000,000 arising from and after the Opening Date from any particular Casualty Event related to the Project. Any such Net Cash Proceeds (other than those described in subsection (b) below) shall be applied to the prepayment of the Obligations in accordance with Sections 2.06 and 2.08, unless each of the following conditions are satisfied or waived by Lender as required pursuant to Section 2.11(c) or 2.11(d), as the case may be, within 90 Business Days (or, in the case of such Net Cash Proceeds described in Section 2.11(d), 120 Business Days) after Borrower’s receipt of such Net Cash Proceeds, in which event such amounts shall be applied to the repair or restoration of the Project in accordance with the terms of such Sections:
(i) the Borrower certifies (and the Construction Consultant, in the exercise of its reasonable business judgment, acknowledges that such certification is reasonable), that the damage or destruction or Event of Eminent Domain giving rise to such Net Cash Proceeds does not constitute the destruction of all or substantially all of the Project;
(ii) no Event of Default has occurred and is continuing (other than a Default or an Event of Default arising under Section 8.01(c), 8.01(d) or 8.01(e), in each case resulting solely from such Casualty Event or Event of Eminent Domain) at the time of such damage or destruction or Event of Eminent Domain and after giving effect to any proposed repair and restoration, no Event of Default would reasonably be expected to result from such damage or destruction or proposed repair and restoration or Event of Eminent Domain;
(iii) the Borrower certifies (and the Construction Consultant, in the exercise of its reasonable business judgment, acknowledges that such certification is reasonable), that repair or restoration of the Project to a condition substantially similar to the condition of the Project immediately prior to the event or events to which the relevant Insurance Proceeds or Eminent Domain Proceeds, as the case may be, relate, is technically and economically feasible within an 18-month period after receipt of any such Insurance Proceeds or Eminent Domain Proceeds, and that a sufficient amount of funds is or will be available to the Borrower to make such repairs and restorations;
(iv) the Borrower delivers to Lender and the Construction Consultant a plan describing in reasonable detail the nature of the repairs or restoration to be effected and the anticipated costs and schedule associated therewith (the “Repair Plan”), and the Construction Consultant, in the exercise of its reasonable judgment, acknowledges that the Repair Plan is achievable;
(v) the Borrower certifies that a sufficient amount of funds is or will be available to the Borrower to make all payments on Indebtedness which will become due during and following the repair period and prior to the completion of such repairs or restoration;
(vi) the Borrower reasonably expects it to obtain any Permit necessary to proceed with the repair and restoration of the Project; and
(vii) the proposed repair or restoration is not prohibited by any of the other Financing Agreements.
(b) (i)Borrower i) Borrower shall have the right to use up to an amount of $25,000,000 of Insurance Proceeds and/or Eminent Domain Proceeds received by Borrower for each single loss or series of related losses (excluding amounts received on account thereof and applied (or to be applied) as payments to the Loan or other Indebtedness), to repair, restore and/or replace the Property with respect to which such Insurance Proceeds and/or Eminent Domain Proceeds relate and Sections 2.06 and 2.11 (other than this Section 2.11(b)(i)) shall not apply to such proceeds.
(ii) If, subject to Section 2.11(b)(i), there shall occur any damage, destruction or Event of Eminent Domain of or with respect to the Project with respect to which Insurance Proceeds and/or Eminent Domain Proceeds received by Borrower for any single loss or series of related losses not in excess of $25,000,000 are payable (excluding amounts received on account thereof and applied (or to be applied) as payments to the Loans or other Indebtedness), such Insurance Proceeds and/or Eminent Domain Proceeds shall be held by Lender in the Funding Account and released by Lender to Borrower in amounts from time to time necessary to make payments for work undertaken towards repair, restoration or reconstruction necessitated by such event(s), upon presentation of documentation reasonably satisfactory to Lender supporting such requested payments.
(c) Provided that the conditions set forth in Section 2.11(a) have been waived by Lender, or have been satisfied, if there shall occur any Casualty Event or Event of Eminent Domain of or with respect to the Project with respect to which Insurance Proceeds and/or Eminent Domain Proceeds received by Borrower for any single loss or series of related losses in excess of $25,000,000 (excluding amounts received on account thereof and applied (or to be applied) as payments to the Loans or other Indebtedness) but not in excess of $50,000,000 (excluding amounts received on account thereof and applied (or to be applied) as payments to the Loans or other Indebtedness), are payable, such Insurance Proceeds and/or Eminent Domain Proceeds received by Borrower shall be held by Lender in the Funding Account and released by Lender to Borrower in accordance with subsection (e) below.
Appears in 1 contract
Samples: Loan Agreement (Stockbridge/Sbe Investment Company, LLC)
