Common use of Casualty Events Clause in Contracts

Casualty Events. Not later than one Business Day following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower or any of its Restricted Subsidiaries on or after the Closing Date, Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $5.0 million, Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $5.0 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such Net Cash Proceeds to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 270 days following the date of receipt of such Net Cash Proceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Not later than one three (3) Business Day Days following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower Holdings or any of its Restricted Subsidiaries on or after the Closing DateSubsidiaries, Borrower Borrowers shall make (in addition to any prepayments required by Section 2.10(b) (which shall be made regardless of whether any prepayment is required under this paragraph (c)), prepayments in accordance with Sections Section 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) so long as no Event of Default or Cash Dominion Trigger Event shall then exist or arise therefrom, such Net Cash Proceeds proceeds (other than amounts required under Section 2.10(b) to be prepaid) shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds exceed $1 million but shall not exceed $5.0 20.0 million, Administrative Borrower shall have delivered an Officers’ Certificate to the Administrative Funding Agent on or prior to such date stating that such Net Cash Proceeds proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $5.0 20.0 million, the Administrative Funding Agent has elected consented by notice to Administrative Borrower on or prior to such date to require allowing such Net Cash Proceeds proceeds to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 270 365 days following the date of receipt of such Net Cash Proceedsproceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections Section 5.11 and Section 5.12; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Not later than one Business Day following the receipt of any Net Cash Proceeds from a Casualty Event by US Borrower or any of its Restricted Subsidiaries on or after the Closing DateSubsidiaries, Borrower Borrowers shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed the Dollar Equivalent of $5.0 million5,000,000, Borrower Borrowers shall have delivered an Officers’ Certificate to the Administrative Agent Agents on or prior to such date stating that such Net Cash Proceeds proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $5.0 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such Net Cash Proceeds to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 270 days following the date of receipt of such Net Cash Proceedsproceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the applicable Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.125.12 or (B) US Borrower or its Subsidiaries is obligated to make such repair under the terms of its lease or other Liens to which it is subject; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 270-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Not later than one three (3) Business Day Days following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower Holdings or any of its Restricted Subsidiaries on or after the Closing DateSubsidiaries, Borrower Borrowers shall make prepayments and prepayment offers in accordance with Sections Section 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) so long as no Event of Default shall then exist or arise therefrom, such Net Cash Proceeds proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds exceed $1 million but shall not exceed $5.0 20 million, Administrative Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $5.0 20 million, the Administrative Agent (to the extent such Casualty Event relates to Term Loan Priority Collateral) has elected agreed by notice to Administrative Borrower on or prior to such date to require allow such Net Cash Proceeds proceeds to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 270 365 days following the date of receipt of such Net Cash Proceedsproceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 365-day period, such unused portion shall be applied on the last day of such period as a to mandatory prepayments and prepayment offers as provided in this Section 2.10(f).

Casualty Events. Not later than one five Business Day Days following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower Holdings or any of its Restricted Subsidiaries on or after the Closing DateSubsidiaries, Borrower Borrowers shall make or cause to be made prepayments in accordance with Sections 2.10(hSection 2.11(l) and (im) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds proceeds shall not be required to be so applied on such date to the extent that (A) that, in the event such Net Cash Proceeds shall not exceed $5.0 million15.0 million in any fiscal year, Borrower Holdings shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds proceeds are expected to be used, or used (B) in it being understood that to the event that extent such Net Cash Proceeds do not exceed $5.0 million15.0 million in any fiscal year, the Administrative Agent has elected by notice to Borrower on no such Officer’s Certificate or prior to such date to require such Net Cash Proceeds to prepayment shall be used, in each case, required) to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, assets used or useful in the business of Holdings or any of its Subsidiaries no later than 270 days 12 months following the date of receipt of such Net Cash Proceedsproceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 day period12-month period and such Net Cash Proceeds exceed $15.0 million, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f2.11(j).

Casualty Events. Not later than one Business Day following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower of Parent or any of its Restricted Subsidiaries on or after Subsidiaries, Parent shall cash collateralize the Closing Date, Borrower shall make prepayments Uncovered LC Facility Letter of Credit Amount in accordance with Sections 2.10(h) and (iSection 2.6(k) in an aggregate principal amount equal to 100% of such Net Cash Proceeds; provided that: (i1) so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $5.0 million, Borrower Parent shall have delivered an Officers’ Certificate to the LC Facility Administrative Agent on or prior to such date stating that such Net Cash Proceeds proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $5.0 million, the LC Facility Administrative Agent has elected by notice to Borrower Parent on or prior to the date of receipt of such date Net Cash Proceeds to require such Net Cash Proceeds to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid received or to reinvest in other fixed or capital assets, no later than 270 180 days following the date of receipt of such Net Cash Proceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security DocumentsNon-Accounts Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12Non-Accounts Collateral; and (ii2) if any portion of such Net Cash Proceeds shall not be so applied within such 270 180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f)to cash collateralize the Uncovered LC Facility LC Amount.

Casualty Events. Not later than one Business Day following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower or any of its Restricted Subsidiaries on or after the Closing DateEvent, Borrower shall, and shall cause its Subsidiaries (with appropriate adjustments to any intercompany loan account balances), apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds); provided that: (ithat subject to Section 2.10(g) and so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $5.0 million, Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are expected proceeds shall be used to be usedrepair, replace or restore any Property the subject of a Casualty Event; or (B) in the event that such Net Cash Proceeds exceed $5.0 million, the Administrative Agent has elected by notice in an Officer’s Certificate to Borrower on or prior to such date to require such Net Cash Proceeds proceeds to be used, in each case, to repair, replace or restore any property Property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 270 180 days following the date of receipt of such Net Cash Proceedsproceeds (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided that if the property Property subject to such Casualty Event constituted Collateral under the Security Documents, then all property Property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Not later than one three Business Day Days following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower or any of its Restricted Subsidiaries on or after the Closing DateSubsidiaries, Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $5.0 million, Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $5.0 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such Net Cash Proceeds proceeds to be used, in each case, (a) to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid paid, or to reinvest in other fixed or capital assets, no later than 180 days following the date of receipt of such proceeds or (b) committed to be reinvested in fixed or capital assets within 270 days following the date of receipt of such Net Cash Proceedsproceeds and subsequently reinvested in the specified fixed or capital assets within 360 days following the date of receipt of such proceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 180-day or 360-day period, as applicable, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Not later than one three Business Day Days following the receipt of any Net Cash Proceeds from a Casualty Event by the Borrower or any of its Restricted Subsidiaries on or after Subsidiaries, the Closing Date, Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) prepay the Term Loans in an aggregate amount equal to one hundred percent (100% %) of such Net Cash Proceeds; provided that: (iA) so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds proceeds up to a maximum of $500,000 in any fiscal year and $1,500,000 in the aggregate over the term of this Agreement shall not be required to be so applied on such date to so long as the extent that (A) in the event such Net Cash Proceeds shall not exceed $5.0 million, Borrower shall have delivered an Officers’ Certificate to the Administrative Agent Lender a certificate executed by a Responsible Officer of the Borrower on or prior to such date stating that such Net Cash Proceeds proceeds are expected to be used, or (B) in no later than 365 days following the event that date of receipt of such Net Cash Proceeds exceed $5.0 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such Net Cash Proceeds to be used, in each caseproceeds, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid paid, and (y) the repair, replacement or to reinvest in other fixed or capital assets, no later than 270 days following the date of receipt restoration of such Net Cash Proceedsproperty is completed within such 365-day period; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 6.12 and 5.126.16; and (iiB) if any portion of such Net Cash Proceeds shall not be so applied within such 270 365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment of the Term Loans as provided in this Section 2.10(f2.04(d)(v).

Casualty Events. Not later than one five Business Day Days following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower Holdings or any of its Restricted Subsidiaries on or after the Closing DateSubsidiaries, Borrower Borrowers shall make or cause to be made prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds proceeds shall not be required to be so applied on such date to the extent that (A) that, in the event such Net Cash Proceeds shall not exceed $5.0 million15.0 million in any fiscal year, Borrower Holdings shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds proceeds are expected to be used, or used (B) in it being understood that to the event that extent such Net Cash Proceeds do not exceed $5.0 million15.0 million in any fiscal year, the Administrative Agent has elected by notice to Borrower on no such Officer’s Certificate or prior to such date to require such Net Cash Proceeds to prepayment shall be used, in each case, required) to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, assets used or useful in the business of Holdings or any of its Subsidiaries no later than 270 days 12 months following the date of receipt of such Net Cash Proceedsproceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 day period12-month period and such Net Cash Proceeds exceed $15.0 million, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Not later than one three Business Day Days following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower Holdings or any of its Restricted Subsidiaries on or after the Closing DateSubsidiaries, Borrower shall shall, subject to Section 2.10(k), make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $5.0 10.0 million, Borrower Holdings shall have delivered an Officers’ Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $5.0 10.0 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such Net Cash Proceeds proceeds to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 270 365 days following the date of receipt of such Net Cash Proceedsproceeds; provided that (x) if the property subject to such Casualty Event constituted assets comprising the Davidson Project, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be reinvested in fixed or capital assets used in the Davidson Project; and (y) if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Not later than one two Business Day Days following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower or any Event, the Borrowers shall, and shall cause their domestic Subsidiaries, apply an amount equal to 100% of its Restricted Subsidiaries on or after the Closing Date, Borrower shall such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h) and (i) in an ); provided that subject to Section 2.10(g), and as long as no Cash Dominion Event the exists or would arise therefrom, and, except as the Administrative Agent may otherwise agree, the aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) so long as no Default shall then exist or arise therefromProceeds from Casualty Events does not exceed $5.0 million in any fiscal year of the Borrowers, such Net Cash Proceeds proceeds shall not be required to be so applied on such date to the extent that (A) in that, the event such Net Cash Proceeds shall not exceed $5.0 million, Lead Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are expected proceeds shall be used or committed to be used, or (B) in the event that such Net Cash Proceeds exceed $5.0 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such Net Cash Proceeds to be used, in each case, used to repair, replace or restore any property in respect Property the subject of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than a Casualty Event within 270 days following the date of receipt of such Net Cash Proceeds; provided that if the property Property subject to such Casualty Event constituted Collateral under the Security Documents, then all property Property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Not later than one three Business Day Days following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower AGS Capital or any of its Restricted Subsidiaries on or after the Closing DateSubsidiaries, Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $5.0 million5,000,000, Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $5.0 million5,000,000, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such Net Cash Proceeds proceeds to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 270 days following the date of receipt of such Net Cash Proceedsproceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 270-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Not later than one three Business Day Days following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower or any of its Restricted Subsidiaries on or after the Closing DateSubsidiaries, Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall do not exceed $5.0 million, Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $5.0 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such Net Cash Proceeds proceeds to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assetspaid, no later than 270 180 days following the date of receipt of such Net Cash Proceedsproceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Not later than one Business Day following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower or any of its Restricted Subsidiaries on or after the Closing DateSubsidiaries, Borrower shall make prepayments in accordance with Sections 2.10(h2.09(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $5.0 2.5 million, Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $5.0 2.5 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such Net Cash Proceeds proceeds to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 270 180 days following the date of receipt of such proceeds, including any Net Cash ProceedsProceeds received as a result of a Casualty Event occurring on or after the Original Closing Date; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f2.09(f).

Casualty Events. Not later than one (1) Business Day following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower or any of its Restricted Subsidiaries on or after the Closing DateSubsidiaries, Borrower shall ap- ply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds); provided that: (i) so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $5.0 10.0 million, Borrower shall have delivered an Officers’ ' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $5.0 10.0 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such Net Cash Proceeds proceeds to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assetspaid, no later than 270 180 days following the date of receipt of such Net Cash Proceedsproceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; (ii) all Net Cash Proceeds in respect of all Casualty Events in excess of $1.0 million in the aggregate shall be held in the Collateral Account and released therefrom only in accordance with the provisions of Article IX; and (iiiii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Not later than one ten (10) Business Day Days following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower or any Group Member, the Borrowers shall apply an amount equal to 100% of its Restricted Subsidiaries on or after the Closing Date, Borrower shall such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds); provided that: (i) so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed be less than $5.0 million, Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are expected to be used2,500,000 per twelve (12) month period, or (B) in the event that such Net Cash Proceeds equal or exceed $5.0 million2,500,000, Borrower Agent shall have notified the Administrative Agent has elected by notice to Borrower on or prior to such date to require stating that such Net Cash Proceeds proceeds are expected (x) to be used, in each case, used to repair, replace or restore any property Property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assetsCapital Assets or assets that are otherwise useful in the business of the Group Members, or (y) to be contractually committed to be so reinvested, in each case, no later than 270 days 12 months (or within 18 months following receipt thereof if a contractual commitment to reinvest has been entered into within 12 months following receipt thereof) following the date of receipt of such Net Cash Proceedsproceeds; provided that if the property Property subject to such Casualty Event constituted Collateral under the Security DocumentsCollateral, then all property Property purchased or otherwise acquired with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the first priority perfected Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).subject to Permitted

Casualty Events. Not later than one Business Day following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower or any of its Restricted Subsidiaries on or after the Closing DateSubsidiaries, Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $5.0 2.5 million, Borrower shall have delivered an Officers’ ' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $5.0 2.5 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such Net Cash Proceeds proceeds to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 270 180 days following the date of receipt of such Net Cash Proceedsproceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Not later than one five Business Day Days following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower Holdings (or, in case Holdings shall form Pubco and an IPO shall have occurred, Pubco and not Holdings) or any of its Restricted Subsidiaries on or after the Closing Datetheir Subsidiaries, Borrower shall make prepayments in accordance with Sections 2.10(h2.10(g) and (ih) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $5.0 10.0 million, Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $5.0 10.0 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such Net Cash Proceeds proceeds to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assetspaid, no later than 270 days 12 months following the date of receipt of such Net Cash Proceedsproceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 5.10 and 5.125.11; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 day 12-month period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Not later than one Business Day following On the receipt of date on which any Company receives any --------------- Net Cash Available Proceeds from a any Casualty Event by Borrower or any of its Restricted Subsidiaries on or after the Closing DateEvent, Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate principal amount equal to 100% of such Net Cash Available Proceeds; provided that: (i) provided, however, -------- ------- that so long as no Default shall then exist exists or would arise therefromtherefrom and such Net Available Proceeds do not exceed $5.0 million, such Net Cash Available Proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $5.0 million, Borrower shall have has delivered an Officers’ ' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are expected proceeds shall be used to be used, or (B1) in the event that such Net Cash Proceeds exceed $5.0 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such Net Cash Proceeds to be used, in each case, to repair, replace or restore any property Property in respect of which such Net Cash Available Proceeds were paid or to reinvest (2) fund the substitution of other Property used or usable in other fixed or capital assetsthe business of the Companies, no later than 270 in each case within 180 days following the date of the receipt of such Net Cash Available Proceeds; provided provided, further, however, that if (i) all such Net Available Proceeds in -------- ------- ------- excess of the property subject to such Casualty Event constituted remainder of $1.0 million less any amount not held in the Collateral under Account by virtue of the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection analogous provision of Section 2.10(a)(iii) or (v) shall be made subject to the Lien of the applicable Security Documents held in favor of the Collateral Agent, for its benefit Account and for the benefit of the other Secured Parties released therefrom only in accordance with Sections 5.11 and 5.12; and the terms of the Security Agreement, (ii) if the amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and (iii) if all or any portion of such Net Cash Available Proceeds shall not required to be applied to the prepayment of Term Loans pursuant to the preceding proviso is not so applied used within 180 days after the date of the receipt of such 270 day periodNet Available Proceeds, such unused remaining portion shall be applied on the last day of such period as a mandatory prepayment as provided specified in this Section 2.10(f2.10(b).

Casualty Events. Not later than one five Business Day Days following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower Holdings or any of its Restricted Subsidiaries on or after the Closing DateSubsidiaries, Borrower Borrowers shall make or cause to be made prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds proceeds shall not be required to be so applied on such date to the extent that (A) that, in the event such Net Cash Proceeds shall not exceed $5.0 million15.0 million in any fiscal year, Borrower Holdings shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds proceeds are expected to be used, or used (B) in it being understood that to the event that extent such Net Cash Proceeds do not exceed $5.0 million15.0 million in any fiscal year, the Administrative Agent has elected by notice to Borrower on or prior to no such date to require such Net Cash Proceeds to Officer’s Certificate shall be used, in each case, required) to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, assets used or useful in the business of Holdings or any of its Subsidiaries no later than 270 days 12 months following the date of receipt of such Net Cash Proceedsproceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 day period12-month period and such Net Cash Proceeds exceed $15.0 million, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Not Subject to the provisions of the First Lien Loan Documents as in effect on the Closing Date, not later than one three Business Day Days following the receipt of any Net Cash Proceeds in excess of $250,000 from a Casualty Event by Borrower or any of its Restricted Subsidiaries on or after the Closing DateSubsidiaries, Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $5.0 million, Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on proceeds are used or prior to such date stating that such Net Cash Proceeds are expected committed by bona fide written contract to be used, or (B) in the event that such Net Cash Proceeds exceed $5.0 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such Net Cash Proceeds to be used, in each case, used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, or applied to payment of expenses associated with such Casualty Event, including professional fees, claims adjustment expenses and costs of replacing lost revenues, no later than 270 180 days following the date of receipt of such Net Cash Proceedsproceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds shall not be so applied or committed by bona fide written contract to be applied within such 270 180-day period, such unused or uncommitted portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Not later than one Business Day following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower or any of its Restricted Subsidiaries on or after the Closing DateSubsidiaries, Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in apply an aggregate amount equal to 100% of such Net Cash ProceedsProceeds to make prepayments in accordance with Sections 2.10(g) and (h); provided that: (i) so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $5.0 million, Borrower shall have delivered an Officers’ ' Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $5.0 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such Net Cash Proceeds to be used, in each case, used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assetspaid, no later than 270 365 days following the date of receipt of such Net Cash Proceedsproceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; (ii) all Net Cash Proceeds in respect of all Casualty Events in excess of $3 million in the aggregate shall be held in the Collateral Account and released therefrom only in accordance with the provisions of Article IX; and (iiiii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f2.10(e).

Casualty Events. Not later than one five Business Day Days following the receipt of any Net Cash Proceeds from a Casualty Event by Parent Borrower or any of its Restricted Subsidiaries on or after the Closing DateSubsidiaries, Borrower Borrowers shall make or cause to be made prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds proceeds shall not be required to be so applied on such date to the extent that (A) that, in the event such Net Cash Proceeds shall not exceed $5.0 million1.0 million in any fiscal year, Parent Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds proceeds are expected to be used, or used (B) in it being understood that to the event that extent such Net Cash Proceeds do not exceed $5.0 million1.0 million in any fiscal year, the Administrative Agent has elected by notice to Borrower on or prior to no such date to require such Net Cash Proceeds to Officer’s Certificate shall be used, in each case, required) to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, assets no later than 270 days 12 months following the date of receipt of such Net Cash Proceedsproceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if any portion of such Net Cash Proceeds shall not be so applied within such 270 day period12-month period and such Net Cash Proceeds exceed $1.0 million, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).

Casualty Events. Not later than one On the date (or next Business Day following if such date is not a Business Day) on which the receipt Parent Guarantor, the Borrower or any Subsidiary of the Parent Guarantor receives any Net Cash Proceeds from a any Casualty Event by Borrower or any of its Restricted Subsidiaries on or after with respect to Property pledged pursuant to the Closing DateSecurity Agreement, the Parent Guarantor and the Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) prepay the Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds; provided that: (i) provided, however, that so long as no Event of Default shall or Potential Event of Default then exist or arise therefromexists and such Net Cash Proceeds do not exceed $1.0 million, such Net Cash Proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $5.0 million, Parent Guarantor and the Borrower shall have delivered an Officers’ ' Certificate to the Administrative Agent Lenders on or prior to such date stating that such Net Cash Proceeds are expected proceeds shall be used to be used, or (B1) in the event that such Net Cash Proceeds exceed $5.0 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such Net Cash Proceeds to be used, in each case, to repair, replace or restore any property Property in respect of which such Net Cash Proceeds were paid or to reinvest (2) fund the expansion or substitution of other Property used or usable in other fixed or capital assetsthe business of the Parent Guarantor, no later than 270 the Borrower and the Subsidiaries of the Parent Guarantor, in each case within 180 days following the date of the receipt of such Net Cash Proceeds; provided provided, further, however, that (i) if the property subject to amount of such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection exceeds $1.0 million, then the entire amount and not just the portion in excess of $1.0 million shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit applied and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; and (ii) if all or any portion of such Net Cash Proceeds shall not required to be applied to the prepayment of the Loans pursuant to the preceding proviso is not so applied used within 180 days after the date of the receipt of such 270 day periodNet Cash Proceeds, such unused remaining portion shall be applied on the last day Business Day of such period as a mandatory prepayment as provided specified in subsection (iii) of this Section 2.10(f).2.5A. 40 33

Casualty Events. Not later than one Business Day five Banking Days following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower or any of its Restricted Subsidiaries on or after Event, the Closing Date, Borrower Company shall make prepayments in accordance with Sections 2.10(h) and (i) in apply an aggregate amount equal to 100% of such Net Cash ProceedsProceeds to prepay the Swingline Loan and Working Capital Loans in accordance with Section 4.4.2; provided that: (i) that so long as no Default shall then exist or arise therefrom, such Net Cash Proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall not exceed $5.0 million, Borrower Company shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating confirming that such Net Cash Proceeds are expected to shall be used, or (B) in the event that such Net Cash Proceeds exceed $5.0 million, the Administrative Agent has elected by notice to Borrower on or prior to such date to require such Net Cash Proceeds to be used, in each case, used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 270 180 days following the date of receipt of such Net Cash Proceedsproceeds (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided that if the property subject to such Casualty Event constituted Pledged Collateral under the any Security DocumentsDocument, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents Document in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12thereunder; and (ii) provided, further that if any portion such Net Cash Proceeds are not used to so repair, restore or replace such property within such 180-day period, 100% of such Net Cash Proceeds shall not be so applied within such 270 day period, such unused portion shall immediately be applied on to prepay the last day Swingline Loan and Working Capital Loans in accordance with Section 4.4.2. In the event the amount of Net Cash Proceeds to be applied to the prepayment of the Swingline Loan and the Working Capital Loans exceeds the sum of the then outstanding Swingline Loan plus the Working Capital Loans, the Company may use such period as a mandatory prepayment as provided excess in this Section 2.10(f)any manner not prohibited by the Credit Documents.