Application of Certain Proceeds. Borrower shall apply all Net Cash Proceeds of insurance or condemnation received by it pursuant to SECTION 5.12 (to the extent not permitted to be retained by Borrower or another Credit Party for the uses permitted by SECTION 5.12(C)), and all Net Cash Proceeds of any sale or other disposition of assets permitted pursuant to SECTION 6.08, as follows (it being understood that, to the extent that the Administrative Agent receives any such Net Cash Proceeds that Borrower or another Credit Party is permitted to retain pursuant to any provision of this Agreement, it will make such Net Cash Proceeds available to Borrower or such other Credit Party for the purposes permitted thereby): (a) Provided that no Default or Event of Default has occurred and is continuing, Borrower may retain the first $25,000 in the aggregate of any Net Cash Proceeds received during any Fiscal Year under SECTION 5.12(C), pro-rated in the case of any Fiscal Year of less than twelve full months, and such amounts shall not be subject to the requirements of SECTION 1.02(E). Additionally, provided that no Default or Event of Default has occurred and is continuing, if any amount otherwise required to be remitted to the Administrative Agent at any time under paragraphs (b), (c), (d), (e) and (g) of this SECTION 5.13 is less than $25,000, then Borrower shall not be required to remit such funds to the Administrative Agent for application to the prepayment of the Revolving Credit Loan until such time as the cumulative amounts required to be remitted thereunder equal or exceed $25,000, in which case Borrower shall remit such cumulative amounts to the Administrative Agent for application to the Revolving Credit Loan, in integral multiples of $25,000, and shall be entitled to retain any excess until the cumulative amounts required to be remitted hereunder and not yet remitted once again equal or exceed $25,000. (b) Subject to the provisions of paragraph (a) above, Borrower shall remit to the Administrative Agent or the date of receipt thereof all of the Net Cash Proceeds of insurance or condemnation described in SECTION 5.12(C) above that are received by Borrower or any Credit Party, but that Borrower or such Credit Party is not entitled to retain for the purposes set forth therein, and the Administrative Agent shall apply all of such proceeds to the prepayment of the Revolving Credit Loan in accordance with SECTION 5.12(C) hereof. (c) Subject to the provisions of paragraph (a) above, Borrower shall remit to the Administrative Agent on the date of receipt thereof the Net Cash Proceeds received upon any sale of Stock or assets permitted by SECTION 6.08(A), and the Administrative Agent shall apply all Net Cash Proceeds required to be remitted to it pursuant to this paragraph (c) to the prepayment of the Revolving Credit Loan in accordance with SECTION 1.02(E) and (F) hereof. (d) Notwithstanding anything to the contrary set forth in this Agreement, at any time while a Default or Event of Default shall have occurred and be continuing or following the Revolving Credit Commitment Termination Date, Borrower shall have no right to retain any proceeds of Collateral and the Administrative Agent may apply all such proceeds in accordance with SECTION 1.10 hereof.
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Application of Certain Proceeds. Borrower shall apply all ------------------------------- Net Cash Proceeds of insurance or condemnation received by it pursuant to SECTION Section 5.12 (to the extent not permitted to be retained by Borrower or another ------------ Credit Party for the uses permitted by SECTION 5.12(CSection 5.12(c)), and all Net Cash --------------- Proceeds of any sale or other disposition of assets permitted pursuant to SECTION Section 6.08, as follows (it being understood that, to the extent that the ------------ Administrative Agent receives any such Net Cash Proceeds that Borrower or another Credit Party is permitted to retain pursuant to any provision of this Agreement, it will make such Net Cash Proceeds available to Borrower or such other Credit Party for the purposes permitted thereby):
(a) Provided that no Default or Event of Default has occurred and is continuing, Borrower may retain the first $25,000 250,000 in the aggregate of any Net Cash Proceeds received during any Fiscal Year under SECTION 5.12(CSection 5.12(c) or Section --------------- ------- 6.08(b), pro-rated in the case of any Fiscal Year of less than twelve full months(c) or (d), and such amounts shall not be subject to the requirements ------- --- --- of SECTION 1.02(ESection 1.04(f). Additionally, provided that no Default or Event of Default --------------- has occurred and is continuing, if any amount otherwise required to be remitted to the Administrative Agent at any time under paragraphs (b), (c), (d), (e) and (g) of this SECTION Section 5.13 is less than $25,000250,000, then Borrower shall not be ------------ required to remit such funds to the Administrative Agent for application to the prepayment of the Revolving Credit Loan Loans until such time as the cumulative amounts required to be remitted thereunder equal or exceed $25,000250,000, in which case Borrower shall remit such cumulative amounts to the Administrative Agent for application to the Revolving Credit LoanLoans, in integral multiples of $25,000250,000, and shall be entitled to retain any excess until the cumulative amounts required to be remitted hereunder and not yet remitted once again equal or exceed $25,000250,000.
(b) Subject to the provisions of paragraph (a) above, Borrower shall remit to the Administrative Agent or the date of receipt thereof all of the Net Cash Proceeds of insurance or condemnation described in SECTION 5.12(CSection 5.12(c) above that are received by Borrower or --------------- any Credit Party, but that Borrower or such Credit Party is not entitled to retain for the purposes set forth therein, and the Administrative Agent shall apply all of such proceeds to the prepayment of the Revolving Credit Loan Loans in accordance with SECTION 5.12(CSection 5.12(c) hereof. ---------------
(c) Borrower shall remit to the Administrative Agent all of the Net Cash Proceeds received upon the sale of Meadowlake Hospital in accordance with Section 6.08(a), without regard to the limitations set forth in paragraph (a) --------------- above, and, provided that no Default or Event of Default has occurred and is continuing, the Administrative Agent shall apply the first $1,000,000 thereof to the prepayment of the Loans in accordance with Section 1.04(f)(i) and (g) ------------------ --- hereof, and shall apply any balance thereof against the outstanding principal amount, if any, of the Revolving Credit Loan, until paid in full (but without any corresponding reduction in the Revolving Credit Commitments).
(cd) Subject to the provisions of paragraph (a) above, Borrower shall remit to the Administrative Agent on all of the date Net Cash Proceeds received upon the sale of receipt thereof Three Rivers Hospital or the Stock of Ramsay Louisiana, Inc. in accordance with Section 6.08(b), and, provided that no Default or Event of --------------- Default has occurred and is continuing, the Administrative Agent shall apply such proceeds as follows:
(i) if at the time of such sale Borrower has not provided to the Administrative Agent all documents required by paragraph 2(h) of Annex D with respect to Bayou Oaks Hospital, then all of such proceeds shall be ------- applied to the prepayment of the Loans in accordance with Section 1.04(f)(i) and ------------------ (g) hereof; and (ii) if at the time of such sale Borrower has provided such --- documents to the Administrative Agent, then all of such proceeds shall be applied against the outstanding principal amount, if any, of the Revolving Credit Loan, until paid in full (but without any corresponding reduction in the Revolving Credit Commitments).
(e) Subject to the provisions of paragraph (a) above, provided that no Default or Event of Default has occurred and is continuing, Borrower shall remit to the Administrative Agent the Net Cash Proceeds received upon any sale of Stock or assets permitted by SECTION 6.08(ASection 6.08(c), in such amounts, and at such time --------------- or times, as follows:
(i) on the date of receipt thereof, Borrower shall remit to the Administrative Agent all or such portion of such Net Cash Proceeds as Borrower has not, on or before such date, notified the Administrative Agent in writing that it contemplates utilizing within one hundred eighty (180) days following the date of receipt thereof in connection with one or more Permitted Acquisitions, specifying in as much detail as is reasonably practicable the nature of the contemplated Acquisition or Acquisitions and the amount of such Net Cash Proceeds to be held for utilization in each, (ii) on or before the date which is ninety (90) days following the date of receipt thereof, Borrower shall remit to the Administrative Agent all or such portion of such Net Cash Proceeds as Borrower has not committed to spend pursuant to one or more letters of intent or definitive agreements for Permitted Acquisitions entered into on or before such date, (iii) on or before the date which is one hundred eighty (180) days following the date of receipt thereof, Borrower shall remit to the Administrative Agent all or such portion of such Net Cash Proceeds as Borrower has not spent in the consummation of one or more Permitted Acquisitions on or before such date, and (iv) if earlier than the dates specified in clauses (ii) and (iii) above, on the date that Borrower actually enters into a letter of intent or definitive agreement for or consummates a Permitted Acquisition, Borrower shall remit to the Administrative Agent that amount, if any, by which the Net Cash Proceeds actually committed or spent pursuant thereto are less than the amount held by Borrower in contemplation of such Permitted Acquisition pursuant to clause (i) hereof; provided, however, that Borrower shall not be -------- ------- required to remit to the Administrative Agent any proceeds under any clause of this paragraph (e) that it is otherwise permitted to retain pursuant to this paragraph (e) in respect of any other Permitted Acquisition. The Administrative Agent shall apply all Net Cash Proceeds required to be remitted to it pursuant to this paragraph (ce) to the prepayment of the Loans in accordance with Section ------- 1.04(f)(i) and (g) hereof. ---------- ---
(f) Subject to the provisions of Section 6.01 hereof, Borrower or any ------------ other Credit Party shall be entitled to utilize any proceeds applied to the Revolving Credit Loan pursuant to paragraphs (c) and (d) above and any proceeds not required to be remitted to the Administrative Agent pursuant to paragraph (e) above for one or more Permitted Acquisitions.
(g) Subject to the provisions of paragraph (a) above, Borrower shall remit to the Administrative Agent all of the Net Cash Proceeds of each sale of assets pursuant to Section 6.08(d), for application to the prepayment of the --------------- Loans in accordance with SECTION 1.02(ESection 1.04(f)(i) and (Fg) hereof.. ------------------ ---
(dh) Notwithstanding anything to the contrary set forth in this Agreement, at any time while a Default or Event of Default shall have occurred and be continuing or following the Revolving Credit Commitment Termination Date, Borrower shall have no right to retain any proceeds of Collateral and the Administrative Agent may apply all such proceeds in accordance with SECTION 1.10 Section 1.12 ------------ hereof.
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