Common use of Casualty Events and Extraordinary Receipts Clause in Contracts

Casualty Events and Extraordinary Receipts. Within two (2) Business Days of receipt by any Credit Party of Net Cash Proceeds from any Casualty Event with respect to Collateral or any Extraordinary Receipts (in each case of such Net Cash Proceeds or Extraordinary Receipts, so long as no Event of Default shall have occurred and be continuing, in an amount in excess of $50,000), the Borrower shall prepay the Obligations in an amount equal to the sum of (i) 100% of (A) Net Cash Proceeds received by any Credit Party from Casualty Events with respect to Collateral and (B) all Extraordinary Receipts plus (ii) the applicable Early Termination Premium (in each case, such prepayments shall be directed to the Collection Account and applied in accordance with the application of payments specified in Section 2.05(c) and shall result in a pro rata repayment of Total Term Loan Outstandings and the Total Revolving Credit Outstandings (together with a permanent reduction of the Revolving Credit Commitment in an amount commensurate with the amount of Revolving Credit Loans repaid as a result of this clause); provided that so long as no Event of Default shall have occurred and is continuing, at the election of the Borrower, any Credit Party may reinvest all or any portion of such Net Cash Proceeds and/or Extraordinary Receipts, as applicable, in assets used or useful in the business of any other Credit Party within six (6) months after the date of such Casualty Event or receipt of such Extraordinary Receipt (or, if within such six-month period, Parent or any of its Subsidiaries enters into a binding commitment to so reinvest such Net Cash Proceeds and/or Extraordinary Receipts, as applicable, then such amounts shall be required to be reinvested within three (3) months following the initial six-month period during which Parent or any of its Subsidiaries so committed to such plan of reinvestment), or, in each case, such longer period of time as agreed in writing by the Administrative Agent’s in its sole discretion and the consummation of such reinvestment to be certified by the Borrower in writing to the Administrative Agent within such period; provided, however, that any Net Cash Proceeds not so reinvested within such six-month period (or, to the extent applicable, such 12-month period) shall be immediately applied (together with the Early Termination Premium) to the prepayment of the Obligations as set forth in Section 2.05(c).

Casualty Events and Extraordinary Receipts. Within two Promptly (2but no later than three (3) Business Days of Days) upon receipt by any Credit Party of (A) Net Cash Proceeds Proceeds, from any Casualty Event Events with respect to Collateral and (B) all Extraordinary Receipts, the Borrowers shall pay to the Administrative Agent 100% of such Net Cash Proceeds and Extraordinary Receipts so received to be applied (i) prior to an Event of Default (x) to prepay the principal amount of Term Loans as set forth in Section 2.02(b)(vi) below and any accrued interest thereon and (y) to pay the applicable Early Termination Fee and (ii) following the occurrence and continuance of an Event of Default, in accordance with the application of payments specified in Section 8.03; provided, however, that with respect to any Net Cash Proceeds received from Casualty Events or any Extraordinary Receipts Receipts, at the election of the Borrowers (pursuant to a notice in each case writing by the Borrower Representative to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds or Extraordinary ReceiptsReceipt, as applicable, and so long as no Event of Default shall have occurred and be continuing, in an amount in excess of $50,000), the Borrower shall prepay the Obligations in an amount equal to the sum of (i) 100% of (A) Net Cash Proceeds received by any Credit Party from Casualty Events with respect to Collateral and (B) all Extraordinary Receipts plus (ii) the applicable Early Termination Premium (in each case, such prepayments shall be directed to the Collection Account and applied in accordance with the application of payments specified in Section 2.05(c) and shall result in a pro rata repayment of Total Term Loan Outstandings and the Total Revolving Credit Outstandings (together with a permanent reduction of the Revolving Credit Commitment in an amount commensurate with the amount of Revolving Credit Loans repaid as a result of this clause); provided that so long as no Event of Default shall have occurred and is continuing, at the election of the Borrower, any Credit Party may reinvest all or any portion of such Net Cash Proceeds and/or or Extraordinary Receipts, as applicable, in operating assets or other assets used or useful in the business of any the Credit Parties, in each case, other Credit Party than a reinvestment in cash assets, so long as such reinvestment occurs within six (6) months 180 days after the date of such Casualty Event or receipt of such Extraordinary Receipt (or, if within such six-month period, Parent or any of its Subsidiaries enters into a binding commitment to so reinvest such Net Cash Proceeds and/or or Extraordinary Receipts, as applicable, then such amounts shall be required to be reinvested within three (3) months following the initial six-month period during which Parent or any of its Subsidiaries so committed to such plan of reinvestment), or, in each case, such longer period of time as agreed in writing by the Administrative Agent’s in its sole discretion and the consummation of such reinvestment to be certified by the Borrower in writing to the Administrative Agent within such period; provided, further, however, that any Net Cash Proceeds or Extraordinary Receipts not so reinvested within such six-month period (oras set forth herein above, shall be applied to the extent applicable, such 12-month period) shall be immediately applied (together with the Early Termination Premium) to the prepayment prepayments of the Obligations as set forth in this Section 2.05(c)2.02(b)(ii) at the end of such 180 day period.

Casualty Events and Extraordinary Receipts. Within two (2) Business Days of Immediately upon receipt by any Credit Party of Net Cash Proceeds from any Casualty Event with respect to Collateral or any Extraordinary Receipts (Receipts, in each case case, of an amount in excess of $100,000 (provided, however, if an Event of Default has occurred and is continuing, all such Net Cash Proceeds or Extraordinary Receipts, so long as no Event Receipts shall be subject to the terms of Default shall have occurred and be continuing, in an amount in excess of $50,000this clause (d)), the Borrower Borrowers shall prepay the Obligations in an amount equal to the sum of (i) 100% of (A) Net Cash Proceeds received by any Credit Party from Casualty Events with respect to Collateral and (B) all Extraordinary Receipts plus (ii) the applicable Early Termination Premium (in each case, such prepayments shall be directed to the Collection Account and applied in accordance with the application of payments specified in Section 2.05(c) and shall result in a pro rata repayment of Total Term Loan Outstandings and the Total Revolving Credit Outstandings (together with a permanent reduction of the Revolving Credit Commitment in an amount commensurate with the amount of Revolving Credit Loans repaid as a result of this clause)); provided that so long as no Event of Default shall have occurred and is continuing, at the election of the BorrowerBorrower Representative, any Credit Party may reinvest all or any portion of such Net Cash Proceeds and/or Extraordinary Receipts, as applicable, in assets used or useful in the business of any other Credit Party within six one- hundred eighty (6180) months days after the date of such Casualty Event or receipt of such Extraordinary Receipt (or, if within such six-month period, Parent or any of its Subsidiaries enters into a binding commitment to so reinvest such Net Cash Proceeds and/or Extraordinary Receipts, as applicable, then such amounts shall be required to be reinvested within three (3) months following the initial six-month period during which Parent or any of its Subsidiaries so committed to such plan of reinvestment), or, in each case, such longer period of time as agreed in writing by the Administrative Agent’s in its sole discretion and discretion) (the consummation of such reinvestment to be certified by the Borrower Borrowers in writing to the Administrative Agent within such period); provided, however, that any Net Cash Proceeds not so reinvested within such six-month period (or, to the extent applicable, such 12-month period) shall be immediately applied (together with the Early Termination Premium) to the prepayment of the Obligations as set forth in Section 2.05(c).

Casualty Events and Extraordinary Receipts. Within two (2) Business Days of receipt by any Credit Party of Net Cash Proceeds from any Casualty Event with respect to Collateral or any Extraordinary Receipts (in each case of such Net Cash Proceeds or Extraordinary Receipts, so long as no Event of Default shall have occurred and be continuing, in an amount in excess of $50,000), the Borrower shall prepay the Obligations in an amount equal to the sum of (i) 100% of (A) Net Cash Proceeds received by any Credit Party from Casualty Events with respect to Collateral and (B) all Extraordinary Receipts plus (ii) the applicable Early Termination Premium (in each case, such prepayments shall be directed to the Collection Account and applied in accordance with the application of payments specified in Section 2.05(c2.05(cb) (i) and shall result in a pro rata repayment of Total Term Loan Outstandings and the Total Revolving Credit Outstandings (together with a permanent reduction of the Revolving Credit Commitment in an amount commensurate with the amount of Revolving Credit Loans repaid as a result of this clause); provided that so long as no Event of Default shall have occurred and is continuing, at the election of the Borrower, any Credit Party may reinvest all or any portion of such Net Cash Proceeds and/or Extraordinary Receipts, as applicable, in assets used or useful in the business of any other Credit Party within six (6) months after the date of such Casualty Event or receipt of such Extraordinary Receipt (or, if within such six-month period, Parent or any of its Subsidiaries enters into a binding commitment to so reinvest such Net Cash Proceeds and/or Extraordinary Receipts, as applicable, then such amounts shall be required to be reinvested within three (3) months following the initial six-month period during which Parent or any of its Subsidiaries so committed to such plan of reinvestment), or, in each case, such longer period of time as agreed in writing by the Administrative Agent’s in its sole discretion and the consummation of such reinvestment to be certified by the Borrower in writing to the Administrative Agent within such period; provided, however, that any Net Cash Proceeds not so reinvested within such six-month period (or, to the extent applicable, such 12-month period) shall be immediately applied (together with the Early Termination Premium) to the prepayment of the Obligations as set forth in Section 2.05(c2.05(cb)(i).

Casualty Events and Extraordinary Receipts. Within two (2) Business Days business days of receipt by any Credit Party of Net Cash Proceeds from any Casualty Event with respect to Collateral or any Extraordinary Receipts (in each case of such Net Cash Proceeds or Extraordinary Receipts, so long as no Event of Default shall have occurred and be continuing, in an amount in excess of $50,000)thereof, the Borrower Borrowers shall prepay the Obligations in an amount equal to the sum of (i) 100% of (A) the Net Cash Proceeds received by any Credit Party from Casualty Events with respect to the Term Priority Collateral and (B) all Extraordinary Receipts plus (ii) the applicable Early Termination Premium (in each case100% of all Net Cash Proceeds received by any Credit Party with respect to Extraordinary Receipts, such prepayments shall be directed to the Collection Account and applied in accordance with the application of payments specified in Section 2.05(c) and shall result in a pro rata repayment of Total Term Loan Outstandings and the Total Revolving Credit Outstandings (together with a permanent reduction of the Revolving Credit Commitment in an amount commensurate with the amount of Revolving Credit Loans repaid as a result of this clause); provided that (A) so long as no Event of Default shall have has occurred and is continuing, no prepayment shall be required under Section 2.05(b)(i) to the extent that such Net Cash Proceeds are reinvested in long term productive assets of the general type useful in the business of Holdings and its Subsidiaries within twelve (12) months after receipt of such Net Cash Proceeds; provided, further that (x) from and after the date that a Revolving Facility is in effect, pending any such reinvestment all such Net Cash Proceeds exceeding $5,000,000 in the aggregate shall be held in the Term Loan Assets Proceeds Account (which Net Cash Proceeds shall be released to or at the election direction of the BorrowerBorrower Representative from the Term Loan Assets Proceeds Account for purposes of or in connection with such reinvestment within three (3) Business Days of the Administrative Agent's receipt of a written request for such release from the Borrower Representative), any Credit Party may reinvest all or and (y) any portion of such Net Cash Proceeds and/or Extraordinary Receiptsnot actually reinvested within such twelve (12) month period shall be prepaid in accordance with this Section 2.05 on or before the last day of such twelve (12) month period, as applicable, in assets used or useful in the business of any other Credit Party within six and (6B) months from and after the date of such Casualty Event or receipt of such Extraordinary Receipt (orthat a Revolving Facility is in effect, if within such six-month period, Parent or any of its Subsidiaries enters into a binding commitment to so reinvest such Net Cash Proceeds and/or Extraordinary Receipts, as applicable, then such amounts no prepayment shall be required to be reinvested within three (3under Section 2.05(b)(ii) months following the initial six-month period during which Parent or any of its Subsidiaries so committed to such plan of reinvestment), or, in each case, such longer period of time as agreed in writing by the Administrative Agent’s in its sole discretion and the consummation of such reinvestment to be certified by the Borrower in writing to the Administrative Agent within such period; provided, however, that any Net Cash Proceeds not so reinvested within such six-month period (or, to the extent applicable, such 12-month period) shall prepayment would not be immediately applied (together with permitted under the Early Termination Premium) to the prepayment of the Obligations as set forth in Section 2.05(c)Revolving Facility Loan Documents.

Casualty Events and Extraordinary Receipts. Within two Promptly (2but no later than three (3) Business Days of Days) upon receipt by any Credit Party of (A) Net Cash Proceeds from any Casualty Event Events with respect to Collateral and (B) all Extraordinary Receipts, the Borrowers shall pay to the Administrative Agent 100% of such Net Cash Proceeds and Extraordinary Receipts so received to be applied (i) prior to an Event of Default (x) to prepay the principal amount of Term Loans and any accrued interest thereon and (y) pay the applicable Early Termination Fee and (ii) following the occurrence and continuance of an Event of Default, in accordance with the application of payments specified in Section 8.03; provided, however, that with respect to any Net Cash Proceeds received from Casualty Events or any Extraordinary Receipts Receipts, at the election of the Borrowers (pursuant to a notice in each case writing by the Borrower Representative to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds or Extraordinary ReceiptsReceipt, as applicable, and so long as no Event of Default shall have occurred and be continuing, in an amount in excess of $50,000), the Borrower shall prepay the Obligations in an amount equal to the sum of (i) 100% of (A) Net Cash Proceeds received by any Credit Party from Casualty Events with respect to Collateral and (B) all Extraordinary Receipts plus (ii) the applicable Early Termination Premium (in each case, such prepayments shall be directed to the Collection Account and applied in accordance with the application of payments specified in Section 2.05(c) and shall result in a pro rata repayment of Total Term Loan Outstandings and the Total Revolving Credit Outstandings (together with a permanent reduction of the Revolving Credit Commitment in an amount commensurate with the amount of Revolving Credit Loans repaid as a result of this clause); provided that so long as no Event of Default shall have occurred and is continuing, at the election of the Borrower, any Credit Party may reinvest all or any portion of such Net Cash Proceeds and/or or Extraordinary Receipts, as applicable, in operating assets or other assets used or useful in the business of any the Credit Parties, in each case, other Credit Party than a reinvestment in cash assets, so long as such reinvestment occurs within six (6) months 180 days after the date of such Casualty Event or receipt of such Extraordinary Receipt (or, if within such six-month period, Parent or any of its Subsidiaries enters into a binding commitment to so reinvest such Net Cash Proceeds and/or or Extraordinary Receipts, as applicable, then such amounts shall be required to be reinvested within three (3) months following the initial six-month period during which Parent or any of its Subsidiaries so committed to such plan of reinvestment), or, in each case, such longer period of time as agreed in writing by the Administrative Agent’s in its sole discretion and the consummation of such reinvestment to be certified by the Borrower in writing to the Administrative Agent within such period; provided, further, however, that any Net Cash Proceeds or Extraordinary Receipts not so reinvested within such six-month period (oras set forth herein above, shall be applied to the extent applicable, such 12-month period) shall be immediately applied (together with the Early Termination Premium) to the prepayment prepayments of the Obligations as set forth in this Section 2.05(c)2.02(b)(ii) at the end of such 180 day period.