Common use of Use of Cash Collateral Clause in Contracts

Use of Cash Collateral. The Administrative Agent shall apply Cash Collateral from time to time (i) in the manner provided under Section 10.22 and (ii) to the repayment of Loans on the Latest Maturity Date or to the prepayment thereof, including, without limitation, pursuant to Section 2.6(c) (including, in each case, each related required interest payment), as the Company shall request in writing, upon receipt by the Administrative Agent of the following: (1) resolutions of the Board of Directors of the Company directing the application pursuant to this Section 10.20 of a specified amount of Cash Collateral and, in case any such moneys are to be applied to prepayment, designating the Loans so to be prepaid; (2) cash in the maximum amount of the accrued interest, if any, required to be paid in connection with any such prepayment, which cash shall be held by the Administrative Agent in trust for such purpose; (3) an Officer’s Certificate, dated not more than five Business Days prior to the date of the relevant application stating (i) that no Default exists unless such Default would be cured thereby; and (ii) that all conditions precedent and covenants herein provided for relating to such application of Cash Collateral have been complied with. Upon compliance with the foregoing provisions of this Section 10.20, the Administrative Agent shall apply Cash Collateral as directed and specified by such resolution of the Board of Directors, up to, but not exceeding, the aggregate principal amount of the Loans prepaid, using the cash deposited pursuant to clause (b) of this Section 10.20, to the extent necessary, to pay any accrued and unpaid interest required in connection with such purchase. A resolution of the Board of Directors expressed to be irrevocable directing the application of Cash Collateral under this Section 10.20 to the prepayment of Loans shall for all purposes of this Agreement be deemed the equivalent of the deposit of money with the Administrative Agent in trust for such purpose. Such Cash Collateral and any cash deposited with the Administrative Agent pursuant to clause (b) of this Section 10.20 for the payment of accrued interest shall not, after compliance with the foregoing provisions of this Section 10.20, be deemed to be part of the Collateral or Cash Collateral. With respect to any Cash Collateral to be released by the Administrative Agent to the Company in connection with any substitution of Collateral, the requisite amount of Cash Collateral (in each instance, the “Released Monies”) shall be released from escrow by the Administrative Agent not more than five Business Days before the expected delivery date of the applicable substitute Qualified Vessel (whether in connection with the direct purchase of such substitute Qualified Vessel or the Capital Stock of any Person owning such substitute Qualified Vessel) to a bank account designated by the Company and will then be remitted to the seller of such Vessel in the form of a conditional payment to the seller’s bank (or in the event any payment of the contract price or a portion thereof for such substitute Qualified Vessel has already been made to the seller of such substitute Qualified Vessel with funds obtained from a separate financing source, such amount will either (i) be remitted as a conditional payment to such financing source’s bank or (ii) will be reserved in the bank account designated by the Company for payment upon the delivery of such vessel) in accordance with the terms of the acquisition contract and in a manner consistent with customary vessel acquisition practice. During such five Business Day period before the expected delivery date, such Released Monies shall be released from the security interest and Lien granted pursuant to this Agreement and the Security Documents. In the event that the applicable Mortgaged Vessel Guarantor shall not have delivered and/or filed the Security Documents (including without limitation the Ship Mortgage) required by this Agreement and the Security Documents to perfect the security interest in such Vessel and such Related Assets as required by this Agreement on or prior to the 15th calendar day following the day on which such Released Monies were released as described above, then, on or before such 15th calendar day, the Company shall return to the Administrative Agent an amount equal to the full amount of such Released Monies that were released in connection with such proposed Qualified Vessel delivery to be re-deposited into the Collateral Account. Any amount returned to the Administrative Agent pursuant to the immediately preceding sentence shall immediately be subject to the security interest and Lien granted pursuant to this Agreement and the Security Documents.

Use of Cash Collateral. The Administrative Agent shall apply Cash Collateral from time to time (i) in the manner provided under Section 10.22 and (ii) to the repayment of Loans on the Latest Maturity Date or to the prepayment thereof, including, without limitation, pursuant to Section 2.6(c) (including, in each case, each related required interest payment), as the Company shall request in writing, upon receipt by the Administrative Agent of the following: (1) resolutions of the Board of Directors of the Company directing the application pursuant to this Section 10.20 of a specified amount of Cash Collateral and, in case any such moneys are to be applied to prepayment, designating the Loans so to be prepaid; (2) cash in the maximum amount of the accrued interest, if any, required to be paid in connection with any such prepayment, which cash shall be held by the Administrative Agent in trust for such purpose; (3) an Officer’s Certificate, dated not more than five Business Days prior to the date of the relevant application stating (i) that no Default exists unless such Default would be cured thereby; and (ii) that all conditions precedent and covenants herein provided for relating to such application of Cash Collateral have been complied with. Upon compliance with the foregoing provisions of this Section 10.20, the Administrative Agent shall apply Cash Collateral as directed and specified by such resolution of the Board of Directors, up to, but not exceeding, the aggregate principal amount of the Loans prepaid, using the cash deposited pursuant to clause (ba) of this Section 10.20, to the extent necessary, to pay any accrued and unpaid interest required in connection with such purchase. A resolution of the Board of Directors expressed to be irrevocable directing the application of Cash Collateral under this Section 10.20 to the prepayment of Loans shall for all purposes of this Agreement be deemed the equivalent of the deposit of money with the Administrative Agent in trust for such purpose. Such Cash Collateral and any cash deposited with the Administrative Agent pursuant to clause (b) of this Section 10.20 for the payment of accrued interest shall not, after compliance with the foregoing provisions of this Section 10.20, be deemed to be part of the Collateral or Cash Collateral. With respect to any Cash Collateral to be released by the Administrative Agent to the Company in connection with any substitution of Collateral, the requisite amount of Cash Collateral (in each instance, the “Released Monies”) shall be released from escrow by the Administrative Agent (who shall be entitled to rely conclusively on an Officer’s Certificate of the Borrowers that the release date is not more than five (5) Business Days prior to the expected delivery date) not more than five Business Days before the expected delivery date of the applicable substitute Qualified Vessel (whether in connection with the direct purchase of such substitute Qualified Vessel or the Capital Stock of any Person owning such substitute Qualified Vessel) to a bank account designated by the Company and will then be remitted to the seller of such Vessel in the form of a conditional payment to the seller’s bank (or in the event any payment of the contract price or a portion thereof for such substitute Qualified Vessel has already been made to the seller of such substitute Qualified Vessel with funds obtained from a separate financing source, such amount will either (i) be remitted as a conditional payment to such financing source’s bank or (ii) will be reserved in the bank account designated by the Company for payment upon the delivery of such vessel) in accordance with the terms of the acquisition contract and in a manner consistent with customary vessel acquisition practice. During such five Business Day period before the expected delivery date, such Released Monies shall be released from the security interest and Lien granted pursuant to this Agreement and the Security Documents. In the event that the applicable Mortgaged Vessel Guarantor shall not have delivered and/or filed the Security Documents (including without limitation the Ship Mortgage) required by this Agreement and the Security Documents to perfect the security interest in such Vessel and such Related Assets as required by this Agreement on or prior to the 15th calendar day following the day on which such Released Monies were released as described above, then, on or before such 15th calendar day, the Company shall return to the Administrative Agent an amount equal to the full amount of such Released Monies that were released in connection with such proposed Qualified Vessel delivery to be re-deposited into the Collateral Account. Any amount returned to the Administrative Agent pursuant to the immediately preceding sentence shall immediately be subject to the security interest and Lien granted pursuant to this Agreement and the Security Documents.

Use of Cash Collateral. The Administrative Agent shall apply (a) Except as otherwise set forth herein, the Debtors are hereby authorized to use all Cash Collateral from time to time of the Pre-Petition Secured Lenders other than Disposition Proceeds (i) as hereinafter defined), PROVIDED that the Pre-Petition Secured Lenders are granted adequate protection as hereinafter set forth, and PROVIDED FURTHER that, absent the written consent of the Required Lenders (as defined in the manner provided under Section 10.22 and (ii) to the repayment of Loans on the Latest Maturity Date or to the prepayment thereof, including, without limitation, pursuant to Section 2.6(c) (including, in each case, each related required interest paymentPre-Petition Credit Agreement), as the Company Debtors shall request in writing, upon receipt by the Administrative Agent of the following: (1) resolutions of the Board of Directors of the Company directing the application cease to be authorized to use Cash Collateral pursuant to this Section 10.20 Order upon the failure to satisfy any condition set forth in Annex I to this Order (the "PROGRESS CONDITIONS") on a timely basis (the date on which such authorization terminates being referred to herein as the "TERMINATION DATE"). In furtherance of a specified amount and subject to the foregoing, until the Termination Date, Pre-Petition Secured Lenders are directed promptly upon request of the Debtor for whose account the Cash Collateral and, in case any such moneys are is held to be applied turn over to prepayment, designating the Loans so to be prepaid;Debtors all cash collateral within the meaning of Section 363(a) of the Code received or held by them. (2b) cash Notwithstanding the foregoing authorization to use Cash Collateral, all proceeds of any sale or other disposition of assets of the Borrower or any Guarantor outside the ordinary course of business ("DISPOSITION PROCEEDS") shall be segregated and invested, subject to further order of the Court or disposition pursuant to a plan of reorganization, PROVIDED, HOWEVER, that any Disposition Proceeds from the sale of Non-Core Assets (as defined in the maximum amount of the accrued interest, if any, required to be paid in connection with any such prepayment, which cash shall be held by the Administrative Agent in trust for such purpose; (3Credit Agreement) an Officer’s Certificate, dated not more than five Business Days received prior to the date of the relevant application stating (i) that no Default exists unless such Default would Termination Date may be cured thereby; and (ii) that all conditions precedent and covenants herein provided for relating to such application of Cash Collateral have been complied with. Upon compliance with the foregoing provisions of this Section 10.20, the Administrative Agent shall apply Cash Collateral as directed and specified by such resolution of the Board of Directors, up to, but not exceeding, the aggregate principal amount of the Loans prepaid, using the cash deposited pursuant to clause (b) of this Section 10.20, to the extent necessary, to pay any accrued and unpaid interest required in connection with such purchase. A resolution of the Board of Directors expressed to be irrevocable directing the application of Cash Collateral under this Section 10.20 to the prepayment of Loans shall for all purposes of this Agreement be deemed the equivalent of the deposit of money with the Administrative Agent in trust for such purpose. Such Cash Collateral and any cash deposited with the Administrative Agent pursuant to clause (b) of this Section 10.20 for the payment of accrued interest shall not, after compliance with the foregoing provisions of this Section 10.20, be deemed to be part of the Collateral retained or Cash Collateral. With respect to any Cash Collateral to be released by the Administrative Agent to the Company in connection with any substitution of Collateral, the requisite amount of Cash Collateral (in each instance, the “Released Monies”) shall be released from escrow by the Administrative Agent not more than five Business Days before the expected delivery date of the applicable substitute Qualified Vessel (whether in connection with the direct purchase of such substitute Qualified Vessel or the Capital Stock of any Person owning such substitute Qualified Vessel) to a bank account designated by the Company and will then be remitted to the seller of such Vessel in the form of a conditional payment to the seller’s bank (or in the event any payment of the contract price or a portion thereof for such substitute Qualified Vessel has already been made to the seller of such substitute Qualified Vessel with funds obtained from a separate financing source, such amount will either (i) be remitted as a conditional payment to such financing source’s bank or (ii) will be reserved in the bank account designated by the Company for payment upon the delivery of such vessel) applied in accordance with the terms of the acquisition contract and in a manner consistent with customary vessel acquisition practice. During such five Business Day period before the expected delivery date, such Released Monies shall be released from the security interest and Lien granted pursuant to this Agreement and the Security Documents. In the event that the applicable Mortgaged Vessel Guarantor shall not have delivered and/or filed the Security Documents (including without limitation the Ship Mortgage) required by this Agreement and the Security Documents to perfect the security interest in such Vessel and such Related Assets as required by this Agreement on or prior to the 15th calendar day following the day on which such Released Monies were released as described above, then, on or before such 15th calendar day, the Company shall return to the Administrative Agent an amount equal to the full amount of such Released Monies that were released in connection with such proposed Qualified Vessel delivery to be re-deposited into the Collateral Account. Any amount returned to the Administrative Agent pursuant to the immediately preceding sentence shall immediately be subject to the security interest and Lien granted pursuant to this Agreement and the Security DocumentsCredit Agreement.

Use of Cash Collateral. The Administrative Agent shall apply Cash Collateral from time to time (i) in the manner provided under Section 10.22 and (ii) to the repayment of Loans on the Latest Maturity Date or to the prepayment thereof, including, without limitation, pursuant to Section 2.6(c) (including, in each case, each related required interest payment), as the Company shall request in writing, upon receipt by the Administrative Agent of the following: (1) resolutions of the Board of Directors of the Company directing the application pursuant to this Section 10.20 of a specified amount of Cash Collateral and, in case any such moneys are to be applied to prepayment, designating the Loans so to be prepaid; (2) cash in the maximum amount of the accrued interest, if any, required to be paid in connection with any such prepayment, which cash shall be held by the Administrative Agent in trust for such purpose; (3) an Officer’s Certificate, dated not more than five Business Days prior to the date of the relevant application stating (i) that no Default exists unless such Default would be cured thereby; and (ii) that all conditions precedent and covenants herein provided for relating to such application of Cash Collateral have been complied with. Upon compliance with the foregoing provisions of this Section 10.20, the Administrative Agent shall apply Cash Collateral as directed and specified by such resolution of the Board of Directors, up to, but not exceeding, the aggregate principal amount of the Loans prepaid, using the cash deposited pursuant to clause (ba) of this Section 10.20, to the extent necessary, to pay any accrued and unpaid interest required in connection with such purchase. A resolution of the Board of Directors expressed to be irrevocable directing the application of Cash Collateral under this Section 10.20 to the prepayment of Loans shall for all purposes of this Agreement be deemed the equivalent of the deposit of money with the Administrative Agent in trust for such purpose. Such Cash Collateral and any cash deposited with the Administrative Agent pursuant to clause (b) of this Section 10.20 for the payment of accrued interest shall not, after compliance with the foregoing provisions of this Section 10.20, be deemed to be part of the Collateral or Cash Collateral. With respect to any Cash Collateral to be released by the Administrative Agent to the Company in connection with any substitution of Mortgaged Vessel Collateral, the requisite amount of Cash Collateral (in each instance, the “Released Monies”) shall be released from escrow by the Administrative Agent (who shall be entitled to rely conclusively on an Officer’s Certificate of the Borrowers that the release date is not more than five (5) Business Days prior to the expected delivery date) not more than five Business Days before the expected delivery date of the applicable substitute Qualified Vessel (whether in connection with the direct purchase of such substitute Qualified Vessel or the Capital Stock of any Person owning such substitute Qualified Vessel) to a bank account designated by the Company and will then be remitted to the seller of such Vessel in the form of a conditional payment to the seller’s bank (or in the event any payment of the contract price or a portion thereof for such substitute Qualified Vessel has already been made to the seller of such substitute Qualified Vessel with funds obtained from a separate financing source, such amount will either (i) be remitted as a conditional payment to such financing source’s bank or (ii) will be reserved in the bank account designated by the Company for payment upon the delivery of such vessel) in accordance with the terms of the acquisition contract and in a manner consistent with customary vessel acquisition practice. During such five Business Day period before the expected delivery date, such Released Monies shall be released from the security interest and Lien granted pursuant to this Agreement and the Security Documents. In the event that the applicable Mortgaged Vessel Guarantor shall not have delivered and/or filed the Security Documents (including without limitation the Ship Mortgage) required by this Agreement and the Security Documents to perfect the security interest in such Vessel and such Related Business Assets as required by this Agreement on or prior to the 15th calendar day following the day on which such Released Monies were released as described above, then, on or before such 15th calendar day, the Company shall return to the Administrative Agent an amount equal to the full amount of such Released Monies that were released in connection with such proposed Qualified Vessel delivery to be re-deposited into the Collateral Account. Any amount returned to the Administrative Agent pursuant to the immediately preceding sentence shall immediately be subject to the security interest and Lien granted pursuant to this Agreement and the Security Documents.