Common use of Export Arrangements Clause in Contracts

Export Arrangements. (a) Should Newark at any time have insufficient funds to pay for any Products purchased from VCP Exportadora by the date on which VCP Exportadora is required to receive such payment pursuant to Brazilian Applicable Law, VCP Exportadora shall, subject to the obtaining of any necessary approvals from the Central Bank, capitalize such payments by making an equivalent contribution of capital to Newark (including, to the extent possible, by converting such payment obligation into additional capital of Newark). Newark shall not pay or declare any dividends or returns of capital (or similar distributions with respect to its Capital Stock) to VCP Exportadora at any time that there is a Default hereunder or that VCP or any other Person that has sold Products to Newark has not been paid for such Products within the time required by Brazilian Applicable Law for the receipt by Brazilian exporters of export payments (it being understood that any amounts that would otherwise have been paid as dividends or otherwise shall be promptly paid by Newark as payment for its purchase of such Products). (b) Neither Newark nor either Newark Subsidiary shall enter into any amendment or modification of, or grant any waiver under, the Export Arrangements that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect (it being understood that any amendment, modification or waiver that has any adverse effect on the payment of any amounts payable under the Export Arrangements, including as to the amount or timing thereof, shall be considered to have a Material Adverse Effect). (c) Each of Newark and the Newark Subsidiaries shall require that the purchase price of all sales of Products pursuant to any Sales Agreement is payable solely in Dollars. (d) VCP shall (or shall cause one of its Subsidiaries, including VCP Exportadora, to) sell to Newark sufficient Products so that no Event of Default described in Section 9.1(o) shall occur, each of which sales shall be for a price no higher than, and a payment term no shorter than, the price and payment term applicable to the sale of such Products by Newark or a Newark Subsidiary to a customer pursuant to a Sales Agreement. (e) If a Specified Event occurs with respect to any Interest Period, then the Collateral Agent may, under the Export Agreements with the Stand-by Exporters, request that one or both Stand-by Exporters sell an aggregate amount of Products to Newark that will (by no later than 30 days after such Stand-by Exporter's receipt of such request) result in the generation of such amount of Tested Collections as would have resulted in such Specified Event not having occurred had such Tested Collections been received during such Interest Period (it being understood that, for the purpose of this Section, collections from an Eligible Buyer relating to Products so sold to Newark by the Stand-by Exporters shall be considered to be Tested Collections notwithstanding that a Letter of Instructions shall not have been delivered to such Eligible Buyer). If any Event of Default exists and all or any portion of the Loans have been accelerated as a result thereof, then the Collateral Agent may, under the Export Agreements with Credit Agreement 50 the Stand-by Exporters, request that one or both Stand-by Exporters promptly sell Products to Newark from time to time until such time as all of the Loans and other amounts payable to the Secured Parties under the Loan Documents have been paid in full. (f) Newark and each Newark Subsidiary shall ensure that each of the Sales Agreements to which it is a party is in proper legal form under its governing law to ensure that it would constitute a legal, valid and binding obligation of each of the parties thereto under such law, enforceable in accordance with its terms. (g) If any funds are received by either Newark, either Newark Subsidiary, VCP Exportadora or VCP from time to time in respect of Receivables, then it shall promptly (and, in any event, within two Business Days) after its receipt thereof remit such funds to the Collateral Agent for deposit into the Collection Account (and until so remitted, such funds shall be held in trust by such Person for the benefit of the Collateral Agent). Newark, each Newark Subsidiary, VCP Exportadora or VCP, as applicable, shall promptly (and, in any event, by no later than the Business Day after any such remittance): (i) notify the Collateral Agent of each such remittance by it (or on its behalf) into the Collection Account (specifying the amount and date thereof and the Sales Agreement with respect to which it received such funds in respect of Receivables) and (ii) deliver to the Collateral Agent evidence that it has sent a notice to the applicable customer that all future payments on Receivables are to be deposited into the Collection Account. (h) If the Majority Lenders at any time shall reasonably determine that the ability of any Eligible Buyer listed on Schedule 1 to pay its Receivables to the Collection Account has been materially adversely affected, and if such Eligible Buyer is at such time more than 30 days past due in the payment of any Receivable owing to VCP or any Subsidiary of VCP, then the Majority Lenders may deliver a notice of such determination to the Agents, Newark and VCP. Upon receipt of such notice by Newark, such Eligible Buyer shall be considered to have been removed from Schedule 1; it being understood that: (i) any Receivables related to Sales Agreements entered into with such removed Eligible Buyer before Newark's receipt of such notice shall continue to be Tested Collections to the extent that they otherwise satisfy the conditions thereof and (ii) such removed Eligible Buyer may qualify as an Eligible Buyer pursuant to any of clauses (b) through (e) of the definition thereof.

Export Arrangements. (a) Should Newark Not later than the third (3rd) Business Day of each Interest Period (or, in the case of the first Interest Period, not later than five (5) Business Days after the Closing Date) or at any time have insufficient funds during each Interest Period as necessary to pay ensure that the Specified Coverage Ratio is satisfied throughout each Interest Period, the Borrower shall deliver to the Administrative Agent (for any Products purchased from VCP Exportadora distribution to the Lenders) a written list of all of the Receivables necessary to satisfy the Specified Coverage Ratio for such Interest Period, including, without limitation, the information with respect to such Receivables set forth in Schedule 1 to the U.S. Security Agreement, together with an acknowledgement that such Receivables are then promptly (and in no event later than five (5) Business Days thereafter) to be included on Schedule 1 to the U.S. Security Agreement. All of the Receivables so specified shall constitute Designated Receivables, and the delivery of such list to the Administrative Agent shall constitute a representation and warranty by the date on which VCP Exportadora is required Borrower that, among other things, all such Designated Receivables are Eligible Receivables. Upon the written request of the Administrative Agent (as instructed by the Majority Lenders), the U.S. Collateral Agent or any Lender, the Borrower shall promptly deliver (i) copies of the Sales Agreements requested, if any, pertaining to receive such payment pursuant Designated Receivables, together with any agreements, documents and instruments executed, by the Borrower and the Eligible Offtaker party to Brazilian Applicable Lawany such Designated Receivables, VCP Exportadora shall, subject to the obtaining (ii) a copy of any necessary approvals from the Central Bank, capitalize such payments by making an equivalent contribution a complete and correct set of capital to Newark documents of title requested (including, without limitation, bills of lading, commercial invoices and sight drafts) relating to the extent possibleProducts representing such Designated Receivables, including a Letter of Instruction executed by converting the Borrower pertaining to each such payment obligation into additional capital of Newark). Newark shall not pay or declare any dividends or returns of capital Receivable, and (or similar distributions with respect to its Capital Stockiii) to VCP Exportadora at any time that there is a Default hereunder or that VCP or any other Person evidence they may reasonably request to demonstrate that has sold Products to Newark has not been paid for such Products within the time required by Brazilian Applicable Law for the receipt by Brazilian exporters of export payments (it being understood that any amounts that would otherwise have been paid as dividends or otherwise shall be promptly paid by Newark as payment for its purchase of such Products)Receivables are Eligible Receivables. (b) Aracruz Celulose shall at all times sell sufficient Products to the Borrower, and the Borrower shall at all times sell sufficient Products to Eligible Offtakers, so that there shall be Designated Receivables that are Eligible Receivables in sufficient quantities to satisfy the Specified Coverage Ratio throughout each Interest Period. No Receivable shall qualify as an Eligible Receivable for purposes of satisfying the Specified Coverage Ratio until the Borrower shall have delivered one (1) or more Letter(s) of Instructions to the Eligible Offtaker liable for payment of such Receivable. (c) If any Event of Default exists, then the Administrative Agent (as instructed by the Majority Lenders) may, under the Export Finance Agreement, instruct Aracruz Celulose to promptly deliver Products to the Borrower, and may instruct the Borrower to promptly deliver Products, to the extent permitted by Applicable Law, to a buyer designated by the Administrative Agent (as instructed by the Majority Lenders) in exchange for such buyer’s deposit of the proceeds thereof, at market prices, into the Export Collateral Account for application in accordance with the terms hereof, until such time as such Event of Default shall no longer be continuing or all of the Loans and other amounts payable to the Lender Parties under the Loan Documents shall have been paid in full. Neither Newark the Borrower nor either Newark Subsidiary Aracruz Celulose shall enter into any amendment or modification of, or grant any waiver under, the Export Arrangements that Finance Agreement, nor any other Export Arrangement to the extent (individually or in the aggregatei) could reasonably be expected to have a Material Adverse Effect (it being understood that any such amendment, modification or waiver that has any to such other Export Arrangement is adverse effect on the payment of any amounts payable under the Export Arrangements, including as to the amount or timing thereof, shall be considered to have a Material Adverse Effect). (c) Each of Newark and the Newark Subsidiaries shall require that the purchase price of all sales of Products pursuant to any Sales Agreement Lender Party or (ii) such Export Arrangement is payable solely in Dollarsthen required to satisfy the Specified Coverage Ratio. (d) VCP shall (or shall cause one of its Subsidiaries, including VCP Exportadora, to) sell With respect to Newark sufficient Products so that no Event of Default described in Section 9.1(o) shall occur, each of which sales shall be for a price no higher than, and a payment term no shorter thanDesignated Receivable, the price and Borrower shall deliver one (1) or more Letter(s) of Instructions to each Eligible Offtaker liable for payment term applicable to the sale of such Products by Newark or a Newark Subsidiary Designated Receivable and shall use its commercially reasonable efforts to a customer pursuant cause to a Sales Agreement. (e) If a Specified Event occurs be collected from each Eligible Offtaker, when due, for deposit in the Export Collateral Account, all amounts owing under such Designated Receivable. The Borrower hereby agrees that, with respect to any Interest PeriodLetter of Instruction so delivered in connection with a Designated Receivable, then it will not amend, modify, terminate or otherwise alter the Collateral Agent may, under instructions to make payment to the Export Agreements with the Stand-by Exporters, request that one or both Stand-by Exporters sell an aggregate amount of Products to Newark that will (by no later than 30 days after such Stand-by Exporter's receipt of such request) result in the generation of such amount of Tested Collections as would have resulted Collateral Account included in such Specified Event not having occurred had such Tested Collections been received during such Interest Period (it being understood that, for the purpose of this Section, collections from an Eligible Buyer relating to Products so sold to Newark by the Stand-by Exporters shall be considered to be Tested Collections notwithstanding that a Letter of Instructions shall not have been delivered to such Eligible Buyer). If any Event of Default exists and all or any portion Instruction without the prior written consent of the Loans have been accelerated as a result thereof, then the Collateral Agent may, under the Export Agreements with Credit Agreement 50 the Stand-by Exporters, request that one or both Stand-by Exporters promptly sell Products to Newark from time to time until such time as all of the Loans and other amounts payable to the Secured Parties under the Loan Documents have been paid in full. (f) Newark and each Newark Subsidiary shall ensure that each of the Sales Agreements to which it is a party is in proper legal form under its governing law to ensure that it would constitute a legal, valid and binding obligation of each of the parties thereto under such law, enforceable in accordance with its terms. (g) If any funds are received by either Newark, either Newark Subsidiary, VCP Exportadora or VCP from time to time in respect of Receivables, then it shall promptly (and, in any event, within two Business Days) after its receipt thereof remit such funds to the Collateral Agent for deposit into the Collection Account (and until so remitted, such funds shall be held in trust by such Person for the benefit of the Collateral Agent). Newark, each Newark Subsidiary, VCP Exportadora or VCP, as applicable, shall promptly (and, in any event, by no later than the Business Day after any such remittance): (i) notify the Collateral Agent of each such remittance by it (or on its behalf) into the Collection Account (specifying the amount and date thereof and the Sales Agreement with respect to which it received such funds in respect of Receivables) and (ii) deliver to the Collateral Agent evidence that it has sent a notice to the applicable customer that all future payments on Receivables are to be deposited into the Collection Account. (h) If the Majority Lenders at any time shall reasonably determine that the ability of any Eligible Buyer listed on Schedule 1 to pay its Receivables to the Collection Account has been materially adversely affected, and if such Eligible Buyer is at such time more than 30 days past due in the payment of any Receivable owing to VCP or any Subsidiary of VCP, then the Majority Lenders may deliver a notice of such determination to the Agents, Newark and VCP. Upon receipt of such notice by Newark, such Eligible Buyer shall be considered to have been removed from Schedule 1; it being understood that: (i) any Receivables related to Sales Agreements entered into with such removed Eligible Buyer before Newark's receipt of such notice shall continue to be Tested Collections to the extent that they otherwise satisfy the conditions thereof and (ii) such removed Eligible Buyer may qualify as an Eligible Buyer pursuant to any of clauses (b) through (e) of the definition thereof.U.S.

Export Arrangements. (a) Should Newark or the Trading Company at any time have insufficient funds to pay for any Products purchased by it from VCP Exportadora by the date on which VCP Exportadora is required to receive such payment pursuant to Brazilian Credit Agreement 57 Applicable Law, VCP or VCP Exportadora (as applicable) shall, subject to the obtaining of any necessary approvals from the Central Bank, capitalize such payments by making an equivalent contribution of capital to Newark or the Trading Company (including, to the extent possible, by converting such payment obligation into additional capital of NewarkNewark or the Trading Company). Newark shall not pay or declare any dividends or returns of capital (or similar distributions with respect to its Capital Stock) to VCP Exportadora at any time that there is a Default hereunder or that VCP Exportadora or any other Brazilian Person that has sold Products to Newark and/or the Trading Company has not been paid for such Products within the time required by Brazilian Applicable Law for the receipt by Brazilian exporters of export payments (it being understood that any amounts that would otherwise have been paid as dividends or otherwise shall be promptly paid by Newark as payment for its purchase of such Products, including to pay such amounts to the Trading Company for on-payment to VCP Exportadora and/or any other Brazilian Person that has sold Products to the Trading Company). (b) Neither Newark nor either Newark Subsidiary shall enter into any amendment or modification of, or grant any waiver under, the Export Arrangements that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect (it being understood that any amendment, modification or waiver that has any adverse effect on the payment of any amounts payable under the Export Arrangements, including as to the amount or timing thereof, shall be considered to have a Material Adverse Effect). (c) Each of Newark and the Newark Subsidiaries shall require that the purchase price of all sales of Products pursuant to any Sales Agreement is payable solely in Dollars. (d) VCP shall (or shall cause one of its Subsidiaries, including VCP Exportadora, Exportadora to) sell to the Trading Company, and cause the Trading Company to sell to Newark, and Newark shall sell to the Borrower, sufficient Products so that no Event of Default described in Section 9.1(o) shall occur, each of which sales shall be for a price no higher than, and a payment term no shorter than, the price and payment term applicable to the sale of such Products by Newark or a Newark Subsidiary to a customer pursuant to a Sales Agreement. (e) If a Specified Event occurs with respect to any Interest Period, then the Collateral Agent may, under the Export Agreements with the Stand-by Exporters, request that one or both Stand-by Exporters sell an aggregate amount of Products to Newark (who shall sell all such Products to the Borrower) that will (by no later than 30 days after such Stand-by Exporter's receipt of such request) result in the generation of such amount of Tested Collections as would have resulted in such Specified Event not having occurred had such Tested Collections been received during such Interest Period (it being understood that, for the purpose of this Section, collections from an Eligible Buyer relating to Products so sold to Newark by the Stand-by Exporters shall be considered to be Tested Collections notwithstanding that a Letter of Instructions shall not have been delivered to such Eligible Buyer). If any Event of Default exists and all or any portion of the Loans have been accelerated as a result thereof, then the Collateral Agent may, under the Export Agreements with Credit Agreement 50 the Stand-by Exporters, request that one or both Stand-by Exporters promptly sell Products to Newark (who shall sell all such Products to the Borrower) from time to time until such time as all of the Loans and other amounts payable to the Bank Facility Secured Parties under the Loan Documents have been paid in full.. Credit Agreement 58 (f) Newark and each Each Newark Subsidiary shall ensure that each of the Sales Agreements to which it is a party is in proper legal form under its governing law to ensure that it would constitute a legal, valid and binding obligation of each of the parties thereto under such law, enforceable in accordance with its terms. (g) If any funds are received by either Newark, either Newark Subsidiary, VCP Exportadora or VCP (or any of VCP's other Subsidiaries, including the Trading Company) from time to time in respect of Receivables, then it shall promptly (and, in any event, within two Business Days) after its receipt thereof remit (or cause such Subsidiary to remit) such funds to the Collateral Agent for deposit into the Collection Account (and until so remitted, such funds shall be held in trust by such Person for the benefit of the Collateral Agent). Newark, each Newark Subsidiary, VCP Exportadora or VCP, as applicable, shall promptly (and, in any event, by no later than the Business Day after any such remittance): (i) notify the Collateral Agent of each such remittance by it (or on its behalf) into the Collection Account (specifying the amount and date thereof and the Sales Agreement with respect to which it received such funds in respect of Receivables) and (ii) deliver to the Collateral Agent evidence that it has sent a notice to the applicable customer that all future payments on Receivables are to be deposited into the Collection Account. (h) If the Majority Lenders at any time shall reasonably determine that the ability of any Eligible Buyer listed on Schedule 1 to pay its Receivables to the Collection Account has been materially adversely affected, and if such Eligible Buyer is at such time more than 30 days past due in the payment of any Receivable owing to VCP or any Subsidiary of VCP, then the Majority Lenders may deliver a notice of such determination to the Agents, Newark the Borrower and VCP. Upon receipt of such notice by Newarkthe Borrower, such Eligible Buyer shall be considered to have been removed from Schedule 1; it being understood that: (i) any Receivables related to Sales Agreements entered into with such removed Eligible Buyer before Newarkthe Borrower's receipt of such notice shall continue to be Tested Collections to the extent that they otherwise satisfy the conditions thereof and (ii) such removed Eligible Buyer may qualify as an Eligible Buyer pursuant to any of clauses (b) through (e) of the definition thereof. (i) The parties hereto hereby acknowledge the provisions of Section 3.1(n) of the Security Agreement.

Export Arrangements. (a) Should Newark at any time have insufficient funds to pay for any Products purchased from VCP Exportadora by The Borrower shall, on or before the date on which VCP Exportadora is required to receive such payment pursuant to Brazilian Applicable Lawoccurring ten (10) days after the beginning of each Interest Period, VCP Exportadora shall, subject send to the obtaining of any necessary approvals from Administrative Agent a notice indicating whether the Central Bank, capitalize such payments by making an equivalent contribution of capital to Newark (including, to the extent possible, by converting such payment obligation into additional capital of Newark). Newark shall not pay or declare any dividends or returns of capital (or similar distributions Borrower elects with respect to its Capital Stocksuch Interest Period, (i) to VCP Exportadora at any time that there is a Default hereunder or that VCP or any other Person that has sold Products pay interest due and owing with respect to Newark has not been paid Loans for such Products within Interest Period directly into the time required Collateral Account or (ii) have such interest paid into the Collateral Account through payments by Brazilian Applicable Law or on behalf of Eligible Offtakers for the receipt by Brazilian exporters of export payments (Designated Receivables it being understood agreed that any amounts that would otherwise have been paid as dividends or otherwise the Borrower shall be promptly paid by Newark as payment for its purchase entitled to make the election described in clause (i) only if no Default or Event of Default has occurred and is then continuing. If the Borrower elects to pay such interest directly, then (A) the notice of such Products)election shall include a certificate executed by a duly authorized officer of the Borrower confirming that the Specified Unencumbered Receivables Coverage Ratio is satisfied on such date, and (B) not less than five (5) Business Days prior to the Payment Date for such Interest Period, the Borrower shall pay all interest due and payable with respect to Loans on such Payment Date for such Interest Period into the Collateral Account. (b) During all Interest Periods (i) ending on Payment Dates on which principal payments are payable, or (ii) ending on Payment Dates on which principal payments are not payable and with respect to which the Borrower is not entitled or elects not to pay interest directly, the Borrower shall, on or before the date occurring 70 days after the beginning of such Interest Period, deliver to the Administrative Agent a written list of all of the Receivables necessary to satisfy the Specified Coverage Ratio for such Interest Period, together with an acknowledgement that such Receivables are then to be included on Schedule 1 to the Security Agreement. In connection with the preceding sentence, upon the request of the Administrative Agent, the Collateral Agent or the Majority Lenders, the Borrower shall promptly deliver (A) copies of the Sales Agreements requested, if any, pertaining to such Receivables, together with any agreements, documents and instruments executed, by the Borrower and the Eligible Offtaker party to any such Receivables, and (B) a copy of a complete and correct set of documents of title requested (including, without limitation, bills of lading, commercial invoices and sight drafts) relating to the Products representing such Receivables, including a Letter of Instructions executed by the Borrower pertaining to each such Receivable. The Borrower shall also make two interim deliveries of the list specified in the first sentence of this clause (b), and (C) if requested, the items specified in the preceding sentence on or before the dates occurring 10 and 40 days after the beginning of such Interest Period, though each such interim list of Receivables shall only be required to include the portion of the Receivables which will be used to satisfy the Coverage Ratio as have been determined by the Borrower at the time of each such delivery. (c) If the Borrower elects to pay interest directly for any Interest Period pursuant to Section 5.2(a), then the Borrower shall sell sufficient Products to Eligible Offtakers so that there shall be sufficient Unencumbered Receivables to satisfy the Specified Unencumbered Receivables Coverage Ratio during such Interest Period. During each Interest Period specified in Section 5.2(b), the Borrower shall sell sufficient Products to Eligible Offtakers so that there shall be sufficient Designated Receivables to satisfy the Specified Coverage Ratio during such Interest Period. No Receivable shall qualify as a Designated Receivable for purposes of satisfying the Specified Coverage Ratio until the Borrower shall have delivered one or more Letter(s) of Instructions to the Eligible Offtaker liable for payment of such Designated Receivable. (d) If any Event of Default exists, then the Administrative Agent may instruct the Collateral Agent to request, under the Export Finance Agreement, that the Exporter promptly deliver Products, to the extent permitted by Applicable Law, to a buyer designated by the Administrative Agent in exchange for such buyer’s deposit of the proceeds thereof, at market prices, into the Collateral Account for application in accordance with the terms hereof, until such time as such Event of Default shall no longer be continuing or all of the Loans and other amounts payable to the Lender Parties under the Loan Documents shall have been paid in full. Neither Newark the Borrower, the Exporter, nor either Newark Subsidiary the Importer shall enter into any amendment or modification of, or grant any waiver under, the Export Arrangements that Finance Agreement, nor any other Export Arrangement to the extent (individually or in the aggregatei) could reasonably be expected to have a Material Adverse Effect (it being understood that any such amendment, modification or waiver that has any to such other Export Arrangement is adverse effect on the payment of any amounts payable under the Export Arrangements, including as to the amount or timing thereof, shall be considered to have a Material Adverse Effect). (c) Each of Newark and the Newark Subsidiaries shall require that the purchase price of all sales of Products pursuant to any Sales Agreement Lender Party and (ii) such Export Arrangement is payable solely in Dollars. (d) VCP shall (then required to satisfy the Specified Coverage Ratio or shall cause one of its Subsidiaries, including VCP Exportadora, to) sell to Newark sufficient Products so that no Event of Default described in Section 9.1(o) shall occur, each of which sales shall be for a price no higher than, and a payment term no shorter than, the price and payment term applicable to the sale of such Products by Newark or a Newark Subsidiary to a customer pursuant to a Sales AgreementSpecified Unencumbered Receivables Coverage Ratio. (e) If a Specified Event occurs With respect to each Designated Receivable, the Borrower or the Importer shall deliver one or more Letter(s) of Instructions to each Eligible Offtaker liable for payment such Designated Receivable. The Borrower hereby agrees that, with respect to any Interest PeriodLetter of Instructions so delivered in connection with a Designated Receivable, then it will not amend, modify, terminate or otherwise alter the instructions to make payment to the Collateral Agent may, under the Export Agreements with the Stand-by Exporters, request that one or both Stand-by Exporters sell an aggregate amount of Products to Newark that will (by no later than 30 days after such Stand-by Exporter's receipt of such request) result in the generation of such amount of Tested Collections as would have resulted Account included in such Specified Event not having occurred had such Tested Collections been received during such Interest Period (it being understood thatLetter of Instructions without the prior written consent of the Collateral Agent. To the extent that the Borrower, for the purpose Importer or either Agent shall at any time reasonably determine that delivery of this Section, collections from an Eligible Buyer relating to Products so sold to Newark by the Stand-by Exporters shall be considered to be Tested Collections notwithstanding that a Letter of Instructions as set forth above is not sufficient to require the customers in any applicable jurisdiction to make payment of their Designated Receivables to the Collateral Account, either Agent may require that such customers acknowledge the Letters of Instructions or that other actions be taken to ensure that such customer(s) are so required and the collections on such Designated Receivables shall then not have be considered “Tested Collections” nor shall such Designated Receivables be used to satisfy the Specified Coverage Ratio until the requesting Agent has confirmed to the Borrower (and the other Agent) that such requirement has been delivered satisfied to such Eligible Buyer)its satisfaction. If any Event of Default exists and all or any portion As of the Loans have been accelerated as a result thereofdate hereof, then the Collateral Agent may, under the Export Agreements with Credit Agreement 50 the Stand-by Exporters, request Borrower hereby confirms that one or both Stand-by Exporters promptly sell Products to Newark from time to time until such time as all delivery of the Loans and other amounts payable Letters of Instructions pursuant to this Agreement alone is sufficient to create such a requirement pursuant to the Secured Parties under Applicable Laws of the Loan Documents have been paid in fullUnited States of America, Hungary and Switzerland. (f) Newark The Borrower, the Importer and each Newark Subsidiary the Exporter shall ensure that each of the Sales Agreements and Export Arrangements to which it is a party party, and is then being used to satisfy the Specified Coverage Ratio, or the Specified Unencumbered Receivables Coverage Ratio, as applicable, is in proper legal form under its governing law to ensure that it would constitute a legal, valid and binding obligation of each of the parties thereto under such law, enforceable in accordance with its terms. Each of the Borrower, the Importer and the Exporter shall require that the purchase price of all Designated Receivables and Unencumbered Receivables (used to satisfy the Unencumbered Receivables Coverage Ratio) shall be payable solely in Dollars or Euros. If such purchase price is payable in Euros, then such amounts shall be converted to Dollars by the Collateral Agent at the then prevailing spot rate of exchange, and the Dollar proceeds thereof, after payment of premiums or costs, if any, incurred in such conversion (the “Conversion Proceeds”), shall be deposited in the Collateral Account and applied pursuant to the terms hereof. The Borrower agrees that if certain Designated Receivables required to satisfy the requirements of Section 5.2(b) or certain Unencumbered Receivables required to satisfy the requirements of Section 5.2(a) are payable in Euros, then (i) the Collateral Agent shall reasonably determine an estimate of the Conversion Proceeds thereof, and (ii) if such amount, together with the Designated Receivables or Unencumbered Receivables payable in Dollars, is insufficient to satisfy the Specified Coverage Ratio, or the Specified Unencumbered Receivables Coverage Ratio, as applicable, with respect to any Interest Period, the Collateral Agent shall require the Borrower to allocate additional Designated Receivables to ensure compliance with Section 5.2(b) or Unencumbered Receivables to ensure compliance with Section 5.2(a). (g) If any funds are received by either Newarkthe Borrower, either Newark Subsidiary, VCP Exportadora the Importer or VCP the Exporter from time to time in respect of ReceivablesDesignated Receivables designated by the Borrower to satisfy the Specified Coverage Ratio, then it the Borrower, the Importer or the Exporter shall promptly (and, in any event, within two five (5) Business Days) after its receipt thereof remit cause such funds or funds in an equal amount to be paid to the Collateral Agent for deposit into the Collection Account (and until so remitted, such funds shall be held in trust by such Person for the benefit of the Collateral Agent). NewarkThe Borrower, each Newark Subsidiary, VCP Exportadora the Importer or VCP, as applicable, the Exporter shall promptly (and, in any event, by no later than the fifth Business Day after any such remittance): (i) notify the Collateral Administrative Agent of each such remittance by it (or on its behalf) into the Collection Collateral Account (specifying the amount and date thereof and the Designated Sales Agreement with respect to which it received such funds in respect of Designated Receivables) and (ii) deliver to the Collateral Administrative Agent evidence that it has sent a notice to the applicable customer that all future payments on of Designated Receivables are to be deposited into the Collection Collateral Account. Copies of the documents delivered to the Administrative Agent under clauses (i) and (ii) shall also be delivered to the Collateral Agent. Notwithstanding the foregoing, in no event shall the operation of this Section 5.2(g) operate as a waiver of the obligation specified in Section 5.2(k). (h) If the Majority Lenders at any time shall reasonably determine that the ability of any Eligible Buyer Offtaker listed on Schedule 1 2 to pay its Designated Receivables to the Collection Collateral Account or any other Eligible Offtaker otherwise approved by the Lenders has been materially adversely affected, and if affected following the date of this Agreement or the date such Eligible Buyer Offtaker is at such time more than 30 days past due in included on Schedule 2, as the payment of any Receivable owing to VCP or any Subsidiary of VCPcase may be, then the Majority Lenders may deliver a notice of such determination to the Agents, Newark Agents and VCPthe Borrower. Upon receipt of such notice by Newarkthe Borrower, such Eligible Buyer Offtaker shall no longer be deemed to be an Eligible Offtaker, unless the Designated Receivables of such Eligible Offtaker are otherwise covered by a Credit Insurance Policy or an Acceptable Letter of Credit or such Eligible Offtaker makes payment on a cash-against-documents or a pre-shipment basis. (i) Notwithstanding anything herein to the contrary, the Borrower shall be considered permitted to have been removed deposit amounts in cash in the Collateral Account during any Interest Period. (j) If no Default or Event of Default exists and is continuing, then the Collateral Agent shall, at the written direction of the Borrower from Schedule 1time to time, cause the funds in the Collateral Account to be invested in one or more Permitted Investments selected by the Borrower; it being understood thatprovided that in no event shall the Collateral Agent: (i) have any Receivables related responsibility whatsoever as to Sales Agreements entered into with the validity or quality of any Permitted Investment, (ii) be liable for the selection of Permitted Investments or for investment losses incurred thereon or in respect of losses incurred as a result of the liquidation of any Permitted Investment before its stated maturity or the failure of the Borrower to provide timely written investment direction or (iii) have any obligation to invest or reinvest any such removed Eligible Buyer before Newark's receipt amounts in the absence of such notice investment direction. It is acknowledged and agreed that the Borrower is permitted to instruct the Collateral Agent only to invest in Permitted Investments as described in this Section 5.2(h) and only to request the Collateral Agent to determine the balance in the Collateral Account pursuant to Section 5.3(a), and for no other purposes. Notwithstanding anything else in the Loan Documents to the contrary, in no event shall continue any such Permitted Investment (other than an investment in a mutual fund) mature later than the New York Business Day before the next Payment Date to be Tested Collections the extent such funds are needed in order to make payments due on the next Payment Date (and investments in mutual funds shall, except to the extent that they otherwise satisfy there is no need to use funds therein in order to make payments due on the conditions thereof and (ii) such removed Eligible Buyer may qualify as an Eligible Buyer next Payment Date pursuant to Section 5.3(b), be liquidated by the Collateral Agent on such previous New York Business Day); provided that any such investments made during the existence of clauses (b) through (e) a Default other than an Event of Default shall either mature by no later than the last day of the definition thereofshortest cure period for all such existing Defaults or be Permitted Investments that are investments in mutual funds. (k) On the date that is five (5) Business Days before any Payment Date, the sum of the amounts deposited and then held in the Collateral Account shall not be less than the Collateral Account Release Amount.