Common use of Casualty Events Clause in Contracts

Casualty Events. If any Casualty Event shall occur with respect to a Project, the applicable Borrower shall (a) promptly upon discovery or receipt of notice thereof provide written notice with respect to any Casualty Event over $5,000,000 to the Disbursement Agent and the Agent, and (b) diligently pursue (or cause the applicable Loan Party to pursue) on a commercially reasonable basis all its rights to compensation against all relevant insurers, reinsurers, Project Document counterparties and/or Governmental Authorities, as applicable, in respect of such Casualty Event to the extent that such Borrower (or any other Loan Party) has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder or under the Collateral Agreement. All amounts and proceeds (including instruments providing for future payment) in respect of any Casualty Event with respect to such Project, including the proceeds of any insurance policy required to be maintained by any Loan Party hereunder or under the Collateral Agreement, net of costs and expenses in obtaining such amounts and taxes relating thereto (collectively, the “Loss Proceeds”) in respect of any such Casualty Event received prior to the applicable Substantial Completion Date shall be applied as provided in this Section 6.11. The Borrower shall request that the insurers, reinsurers, counterparties, Governmental Authorities or other payors of such Loss Proceeds pay all such Loss Proceeds directly to the Disbursement Agent for deposit in the Loan Proceeds Account (in the percentage of the Loan Proceeds Allocation) and for deposit in the Company Account (in the percentage of the Company Allocation). If any such Loss Proceeds are paid directly to the Borrower, any Subsidiary of the Borrower, or the Agent, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Borrower or such other Person, and (iii) the Borrower or such other Person shall pay (or, if applicable, the Borrower shall cause such of its Subsidiaries to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the applicable Accounts as set forth above. Any such Loss Proceeds shall be applied (1) to the extent required under the Credit Agreement, to prepay the Loans, or (2) otherwise, to pay Project Costs pursuant to the requirements of Section 4.

Casualty Events. If Within 30 days following the occurrence of any Casualty Event affecting any Property (the "Affected Property") of any Obligor that is expected to result in the receipt by such Obligor of Net Available Proceeds in excess of $5,000,000, such Obligor shall occur with deliver to the Lenders a statement, certified by the chief financial officer of such Obligor and in form and detail satisfactory to the Administrative Agent, of the amount of the Net Available Proceeds in excess of $5,000,000 of any insurance, condemnation award or other compensation resulting from such Casualty Event. Such statement shall indicate whether the affected Obligor intends to (i) repair or replace the Affected Property, (ii) reinvest such Net Available Proceeds in Property of comparable value and substantially similar in respect of type, cash-flow profile and location, if applicable, or (iii) prepay the Loans in an amount equal to a Project100% of such Net Available Proceeds. If such Borrower has indicated that it intends to repair or replace the Affected Property or reinvest the Net Available Proceeds relating thereto in Property of comparable value (which Property is satisfactory to the Majority Lenders), the applicable such Borrower shall either (ai) promptly upon discovery commence such repair or replacement not later than the later of (x) 30 days following the receipt of notice thereof provide written notice with respect to the proceeds of any Casualty Event over $5,000,000 to the Disbursement Agent and the Agentinsurance, and (b) diligently pursue (condemnation award or cause the applicable Loan Party to pursue) on a commercially reasonable basis all its rights to compensation against all relevant insurers, reinsurers, Project Document counterparties and/or Governmental Authorities, as applicable, in respect of such Casualty Event and (y) the receipt of all governmental approvals required for the commencement of such repair or replacement or (ii) reinvest such proceeds not later than the later of (p) 90 days after the receipt thereof or (q) the receipt of all governmental approvals required for such reinvestment, as the case may be. If such Obligor has indicated that it does not intend to the extent that effect such Borrower (repair, replacement or any other Loan Party) has a reasonable basis for a claim for compensation or reimbursementreinvestment, including, without limitation, under any insurance policy required to be maintained hereunder or under the Collateral Agreement. All amounts and proceeds (including instruments providing for future payment) in respect then promptly upon receipt of any Casualty Event with respect to such Project, including the proceeds of any insurance policy required to be maintained by any Loan Party hereunder or under the Collateral Agreement, net of costs and expenses in obtaining such amounts and taxes relating thereto (collectivelyfunds, the “Loss Proceeds”) in respect Borrower shall prepay, subject to receipt of any all government approvals, if any, required for such Casualty Event received prior to prepayment, the applicable Substantial Completion Date Loans, the Borrowing Base and Threshold Amount shall be applied as provided subject to automatic reduction, in this Section 6.11. The Borrower shall request that the insurersan aggregate amount, reinsurersif any, counterparties, Governmental Authorities or other payors of such Loss Proceeds pay all such Loss Proceeds directly equal to the Disbursement Agent for deposit in the Loan Proceeds Account (in the percentage of the Loan Net Available Proceeds Allocation) of such Casualty Event attributable to Property which is then given value in determining the Borrowing Base or Threshold Amount and for deposit not theretofore applied to the repair or replacement of such Property, such prepayment to be effected in each case in the Company Account manner specified in paragraph (in the percentage c) of the Company Allocation). If any such Loss Proceeds are paid directly to the Borrower, any Subsidiary of the Borrower, or the Agent, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Borrower or such other Person, and (iii) the Borrower or such other Person shall pay (or, if applicable, the Borrower shall cause such of its Subsidiaries to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the applicable Accounts as set forth above. Any such Loss Proceeds shall be applied (1) to the extent required under the Credit Agreement, to prepay the Loans, or (2) otherwise, to pay Project Costs pursuant to the requirements of this Section 42.09.

Casualty Events. If any Casualty Event shall occur with respect to a Project, Upon the applicable date 270 days following the receipt by the --------------- Borrower shall (a) promptly upon discovery or receipt of notice thereof provide written notice with respect to any Casualty Event over $5,000,000 to the Disbursement Agent and the Agent, and (b) diligently pursue (or cause the applicable Loan Party to pursue) on a commercially reasonable basis all its rights to compensation against all relevant insurers, reinsurers, Project Document counterparties and/or Governmental Authorities, as applicable, in respect of such Casualty Event to the extent that such Borrower (or any of its Subsidiaries of the proceeds of insurance, condemnation award or other Loan Party) has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder or under the Collateral Agreement. All amounts and proceeds (including instruments providing for future payment) in respect of any Casualty Event with respect affecting any Property of the Borrower or any of its Subsidiaries (or upon such earlier date as the Borrower or such Subsidiary, as the case may be, shall have determined not to repair or replace the Property affected by such ProjectCasualty Event), including the Borrower shall prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (g) below), and the Commitments shall be subject to automatic reduction, in an aggregate amount, if any, equal to 100% of the Net Available Proceeds of such Casualty Event not theretofore applied (or committed to be applied pursuant to executed construction contracts or equipment orders) to the repair or replacement of such Property, such prepayment to be effected in each case in the manner and to the extent specified in paragraph (f) of this Section 2.10. Notwithstanding the foregoing, the Borrower shall not be required to make any prepayment (and/or provide cover for Letter of Credit Liabilities) under this paragraph (a), and the Commitments shall not be subject to automatic reduction, until the aggregate amount of the Net Available Proceeds that must be prepaid under this paragraph (a) (reduced by the amount of such Net Available Proceeds that has previously been applied to the prepayment of Loans or reduction of Commitments hereunder as a result of previous Casualty Events) is at least equal to $2,000,000. Nothing in this paragraph (a) shall be deemed to limit any obligation of the Borrower and its Subsidiaries pursuant to the Security Agreement to remit to the Collateral Account the proceeds of any insurance policy required to be maintained by any Loan Party hereunder insurance, condemnation award or under the Collateral Agreement, net of costs and expenses in obtaining such amounts and taxes relating thereto (collectively, the “Loss Proceeds”) other compensation received in respect of any Casualty Event, and the Administrative Agent shall release such Casualty Event received prior proceeds to the applicable Substantial Completion Date shall be applied as provided in this Section 6.11. The Borrower shall request that the insurers, reinsurers, counterparties, Governmental Authorities or other payors of such Loss Proceeds pay all such Loss Proceeds directly to the Disbursement Agent for deposit in the Loan Proceeds Account (in the percentage of the Loan Proceeds Allocation) manner and for deposit in the Company Account (in the percentage of the Company Allocation). If any such Loss Proceeds are paid directly to the Borrower, any Subsidiary of the Borrower, or the Agent, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Borrower or such other Person, and (iii) the Borrower or such other Person shall pay (or, if applicable, the Borrower shall cause such of its Subsidiaries to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the applicable Accounts as set forth above. Any such Loss Proceeds shall be applied (1) to the extent required under provided in Section 4.01 of the Credit Security Agreement, to prepay the Loans, or (2) otherwise, to pay Project Costs pursuant to the requirements of Section 4.

Casualty Events. If Not later than 60 days following the receipt by the Company or any of its Subsidiaries of the proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event affecting any Property of any Supplemental Guarantor or acquired with the proceeds of Facility C Loans hereunder (or upon such earlier date as the Person owning such Property shall have determined not to repair or replace the Property affected by such Casualty Event), the Company shall prepay the Facility C Loans, in an aggregate amount, if any, equal to 100% of the Net Available Proceeds of such Casualty Event not theretofore applied to the repair or replacement of such Property, such prepayments to be effected in each such case in the manner and to the extent specified in paragraphs (e)(i) and (e)(ii) below. In the event that such Net Available Proceeds exceed the outstanding amount of the Facility C Loans, such excess shall be applied to the prepayment of the Facility B Loans in accordance with the terms of the Existing Credit Agreement. Nothing in this paragraph (a) shall be deemed to limit any obligation of the Company or any of its Subsidiaries pursuant to any of the Security Documents to remit to a collateral or similar account (including, without limitation, the Collateral Account) maintained by the Agent pursuant to any of the Security Documents the proceeds of insurance, condemnation award or other compensation received in respect of any Casualty Event. Notwithstanding the foregoing, in the event that a Casualty Event shall occur with respect to Property of a ProjectSupplemental Guarantor or acquired with the proceeds of Facility C Loans hereunder and covered by any Mortgage, the applicable Borrower Company shall (a) promptly upon discovery or receipt prepay the Facility C Loans on the dates and in the amounts specified in such Mortgage. In the event of notice thereof provide written notice with respect to any a Casualty Event over $5,000,000 to involving Property not covered by this Section 2.09(a), the Disbursement Agent and the Agent, and (b) diligently pursue (or cause the applicable Loan Party to pursue) on a commercially reasonable basis all its rights to compensation against all relevant insurers, reinsurers, Project Document counterparties and/or Governmental Authorities, as applicable, in respect Net Available Proceeds of such Casualty Event to the extent that such Borrower (or any other Loan Party) has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder or under the Collateral Agreement. All amounts and proceeds (including instruments providing for future payment) in respect of any Casualty Event with respect to such Project, including the proceeds of any insurance policy required to be maintained by any Loan Party hereunder or under the Collateral Agreement, net of costs and expenses in obtaining such amounts and taxes relating thereto (collectively, the “Loss Proceeds”) in respect of any such Casualty Event received prior to the applicable Substantial Completion Date shall be applied as provided in this Section 6.11. The Borrower shall request that accordance with the insurers, reinsurers, counterparties, Governmental Authorities or other payors of such Loss Proceeds pay all such Loss Proceeds directly to the Disbursement Agent for deposit in the Loan Proceeds Account (in the percentage terms of the Loan Proceeds Allocation) and for deposit in the Company Account (in the percentage of the Company Allocation). If any such Loss Proceeds are paid directly to the Borrower, any Subsidiary of the Borrower, or the Agent, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Borrower or such other Person, and (iii) the Borrower or such other Person shall pay (or, if applicable, the Borrower shall cause such of its Subsidiaries to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the applicable Accounts as set forth above. Any such Loss Proceeds shall be applied (1) to the extent required under the Existing Credit Agreement, to prepay the Loans, or (2) otherwise, to pay Project Costs pursuant to the requirements of Section 4.

Casualty Events. If Upon the date (the “Insurance Date”) 30 days following the receipt by the Borrower or any Casualty Event shall occur with respect to a Projectof its Restricted Subsidiaries of the Net Available Proceeds of insurance, the applicable Borrower shall (a) promptly upon discovery condemnation award or receipt other compensation, in each case in excess of notice thereof provide written notice with respect to any Casualty Event over $5,000,000 to the Disbursement Agent and the Agent, and (b) diligently pursue 2,000,000 (or cause its equivalent in other currencies, calculated as of the applicable Loan Party to pursue) on a commercially reasonable basis all its rights to compensation against all relevant insurers, reinsurers, Project Document counterparties and/or Governmental Authorities, as applicable, in respect of date such Casualty Event to the extent that such Borrower (or any other Loan Party) has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder or under the Collateral Agreement. All amounts and proceeds (including instruments providing for future paymentare received) in respect of any Casualty Event, affecting (i) any Hydrocarbon Property of the Borrower or any Restricted Subsidiary or (ii) any Foreign Assets of the Borrower or any Restricted Subsidiary, the Borrower shall, or as applicable, shall cause the applicable Restricted Subsidiary to (in each case, only if required by the Administrative Agent to do so) repay the Loans (and/or provide cash collateral for the Letter of Credit Liabilities as specified in clause (e) below), and if such Casualty Event with respect or series of related Casualty Events shall result in the receipt by the Borrower or any of its Restricted Subsidiaries of Net Available Proceeds in excess of $2,000,000 (or its equivalent amount in other currencies, calculated as of the date such proceeds are received) in any Determination Period, the Majority Banks, based on their review of such Casualty Event, may reduce the Borrowing Base, such reduction in any event not to be in an aggregate amount in excess of 100% of the Net Available Proceeds of such ProjectCasualty Event, including or such lesser amount as may be specified in a written notice from the Majority Banks, such prepayment and reduction to be effected in each case in the manner and to the extent specified in clause (e) of this Section 2.10. Nothing in this clause (b) shall be deemed to limit any obligation of the Borrower and any of its Restricted Subsidiaries pursuant to any of the Security Documents to remit to a collateral or similar account maintained by the Administrative Agent the proceeds of any insurance policy required to be maintained by any Loan Party hereunder insurance, condemnation award or under the Collateral Agreement, net of costs and expenses in obtaining such amounts and taxes relating thereto (collectively, the “Loss Proceeds”) other compensation received in respect of any such Casualty Event received prior to the applicable Substantial Completion Date shall be applied as provided in this Section 6.11. The Borrower shall request that the insurers, reinsurers, counterparties, Governmental Authorities or other payors of such Loss Proceeds pay all such Loss Proceeds directly to the Disbursement Agent for deposit in the Loan Proceeds Account (in the percentage of the Loan Proceeds Allocation) and for deposit in the Company Account (in the percentage of the Company Allocation). If any such Loss Proceeds are paid directly to the Borrower, any Subsidiary of the Borrower, or the Agent, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Borrower or such other Person, and (iii) the Borrower or such other Person shall pay (or, if applicable, the Borrower shall cause such of its Subsidiaries to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the applicable Accounts as set forth above. Any such Loss Proceeds shall be applied (1) to the extent required under the Credit Agreement, to prepay the Loans, or (2) otherwise, to pay Project Costs pursuant to the requirements of Section 4Event.

Casualty Events. If Upon the date 60 days following the receipt by the Borrower or any Restricted Subsidiary of the proceeds of insurance, condemnation award or other compensation in respect of a Casualty Event affecting any property (including any Satellite) of the Borrower or any of its Restricted Subsidiaries that gives rise to Net Cash Proceeds exceeding $5,000,000 (other than Net Cash Proceeds relating to the Satellite commonly referred to as "PAS 7"), the Borrower shall prepay the Loans (and/or provide cover for LC Exposure as specified in Section 2.05(k)), and/or the Commitments shall be subject to automatic reduction, in an aggregate amount, if any, equal to the Prepayment Percentage of the Net Cash Proceeds of such Casualty Event not theretofore applied to Credit Agreement the repair, replacement or restoration of such property, such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (v) of this paragraph. Notwithstanding the foregoing, with respect to the Net Cash Proceeds of a Casualty Event (including any Casualty Event shall occur with respect affecting a Satellite) that gives rise to a Projectprepayment pursuant to the first paragraph of this clause (i), the applicable Borrower shall (a) promptly upon discovery or not be required to prepay Loans and/or reduce Commitments as otherwise provided herein to the extent that within 360 days of the receipt of notice thereof provide written notice with respect to any the Net Cash Proceeds of the respective Casualty Event over $5,000,000 the Borrower shall Reinvest or commit pursuant to a binding agreement (subject only to customary conditions) to Reinvest such Net Cash Proceeds and shall so notify the Administrative Agent thereof, provided that such Net Cash Proceeds pending such Reinvestment are held by the Collateral Trustee in the Shared Collateral Account (if such Net Cash Proceeds arise out of a Casualty Event affecting Shared Property) or by the Administrative Agent in the Lender Collateral Account (if such Net Cash Proceeds arise out of a Casualty Event affecting Non-Shared Property) (or, alternatively, in the case of Net Cash Proceeds arising out of a Casualty Event affecting Non-Shared Property, applied to the Disbursement Agent prepayment of Revolving Credit Loans) and amounts held in such Account shall be subject to release by the Agent, and (b) diligently pursue (or cause the applicable Loan Party to pursue) on a commercially reasonable basis all its rights to compensation against all relevant insurers, reinsurers, Project Document counterparties and/or Governmental AuthoritiesCollateral Trustee or, as applicable, the Administrative Agent (which the Administrative Agent hereby agrees to do or to direct the Collateral Trustee to do) so long as at the time of any such requested release either (A) no Default or Event of Default shall have occurred and be continuing or (B) the Required Lenders shall have consented thereto, and such Net Cash Proceeds are required by the Borrower or a Restricted Subsidiary to make progress or other payments in respect of such Reinvestment (and the Borrower shall have so certified to the Collateral Trustee or the Administrative Agent, as applicable). In the event that Net Cash Proceeds from more than one Casualty Event to the extent that affecting Shared Property or Non-Shared Property, as applicable, are received, such Borrower (or any other Loan Party) has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required Net Cash Proceeds shall be deemed to be maintained hereunder or under committed to any Reinvestment in the Collateral Agreement. All amounts same order in which the Net Cash Proceeds of such Casualty Events affecting Shared Property and proceeds (including instruments providing for future payment) in respect of any Casualty Event with respect to such ProjectNon-Shared Property, including as applicable, are received; the proceeds of any insurance policy required to be maintained by any Loan Party hereunder or under the Collateral Agreement, net of costs and expenses in obtaining such amounts and taxes relating thereto (collectively, the “Loss Proceeds”) in respect Prepayment Percentage of any such Casualty Event received prior Net Cash Proceeds not so applied or committed to such Reinvestment within 360 days shall be forthwith applied to the applicable Substantial Completion Date shall be applied prepayment of Loans and reduction of Commitments as provided above and, in this Section 6.11. The Borrower shall request that connection, the insurers, reinsurers, counterparties, Governmental Authorities or other payors of such Loss Proceeds pay all such Loss Proceeds directly Administrative Agent agrees to release from the Disbursement Agent for deposit in the Loan Proceeds Lender Collateral Account (in and to direct the percentage of Collateral Trustee to release from the Loan Proceeds AllocationShared Collateral Account) and for deposit in the Company Account (in the percentage of the Company Allocation). If any such Loss Net Cash Proceeds that are paid directly to the Borrower, any Subsidiary of the Borrower, or the Agent, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Borrower or such other Person, and (iii) the Borrower or such other Person shall pay (or, if applicable, the Borrower shall cause such of its Subsidiaries to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the applicable Accounts as set forth above. Any such Loss Proceeds shall be applied (1) to the extent required under the Credit Agreement, to prepay the Loans, or (2) otherwise, to pay Project Costs pursuant to the requirements of Section 4so applied.

Casualty Events. If Within 30 days following the occurrence of any Casualty Event affecting any Property (the "Affected Property") of any Obligor that is expected to result in the receipt by such Obligor of Net Available Proceeds in excess of $5,000,000, such Obligor shall occur with deliver to the Lenders a statement, certified by the chief financial officer of such Obligor and in form and detail satisfactory to the Administrative Agent, of the amount of the Net Available Proceeds in excess of $5,000,000 of any insurance, condemnation award or other compensation resulting from such Casualty Event. Such statement shall indicate whether the affected Obligor intends to (i) repair or replace the Affected Property, (ii) reinvest such Net Credit Agreement Available Proceeds in Property of comparable value and substantially similar in respect of type, cash-flow profile and location, if applicable, or (iii) prepay the Loans in an amount equal to a Project100% of such Net Available Proceeds. If such Borrower has indicated that it intends to repair or replace the Affected Property or reinvest the Net Available Proceeds relating thereto in Property of comparable value (which Property is satisfactory to the Majority Lenders), the applicable such Borrower shall either (ai) promptly upon discovery commence such repair or replacement not later than the later of (x) 30 days following the receipt of notice thereof provide written notice with respect to the proceeds of any Casualty Event over $5,000,000 to the Disbursement Agent and the Agentinsurance, and (b) diligently pursue (condemnation award or cause the applicable Loan Party to pursue) on a commercially reasonable basis all its rights to compensation against all relevant insurers, reinsurers, Project Document counterparties and/or Governmental Authorities, as applicable, in respect of such Casualty Event and (y) the receipt of all governmental approvals required for the commencement of such repair or replacement or (ii) reinvest such proceeds not later than the later of (p) 90 days after the receipt thereof or (q) the receipt of all governmental approvals required for such reinvestment, as the case may be. If such Obligor has indicated that it does not intend to the extent that effect such Borrower (repair, replacement or any other Loan Party) has a reasonable basis for a claim for compensation or reimbursementreinvestment, including, without limitation, under any insurance policy required to be maintained hereunder or under the Collateral Agreement. All amounts and proceeds (including instruments providing for future payment) in respect then promptly upon receipt of any Casualty Event with respect to such Project, including the proceeds of any insurance policy required to be maintained by any Loan Party hereunder or under the Collateral Agreement, net of costs and expenses in obtaining such amounts and taxes relating thereto (collectivelyfunds, the “Loss Proceeds”) in respect Borrower shall prepay, subject to receipt of any all government approvals, if any, required for such Casualty Event received prior to prepayment, the applicable Substantial Completion Date Loans, and the Borrowing Base shall be applied as provided subject to automatic reduction, in this Section 6.11. The Borrower shall request that the insurersan aggregate amount, reinsurersif any, counterparties, Governmental Authorities or other payors of such Loss Proceeds pay all such Loss Proceeds directly equal to the Disbursement Agent for deposit in the Loan Proceeds Account (in the percentage of the Loan Net Available Proceeds Allocation) of such Casualty Event attributable to Property which is then given value in determining the Borrowing Base and for deposit not theretofore applied to the repair or replacement of such Property, such prepayment to be effected in each case in the Company Account manner specified in paragraph (in the percentage c) of the Company Allocation). If any such Loss Proceeds are paid directly to the Borrower, any Subsidiary of the Borrower, or the Agent, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Borrower or such other Person, and (iii) the Borrower or such other Person shall pay (or, if applicable, the Borrower shall cause such of its Subsidiaries to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the applicable Accounts as set forth above. Any such Loss Proceeds shall be applied (1) to the extent required under the Credit Agreement, to prepay the Loans, or (2) otherwise, to pay Project Costs pursuant to the requirements of this Section 42.09.

Casualty Events. If any Casualty Event shall occur with respect to a Project, the applicable Borrower shall (a) promptly upon discovery portion of an Acquired Hotel is damaged by fire or receipt of notice thereof provide written notice with respect to any Casualty Event over $5,000,000 other casualty prior to the Disbursement Agent and the Agent, and Closing (b) diligently pursue (or cause the applicable Loan Party to pursue) on a commercially reasonable basis all its rights to compensation against all relevant insurers, reinsurers, Project Document counterparties and/or Governmental Authorities, as applicable, in respect of such Casualty Event to the extent that such Borrower (or any other Loan Party) has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder or under the Collateral Agreement. All amounts and proceeds (including instruments providing for future payment) in respect of any Casualty Event with respect to such ProjectAcquired Hotel, including a “casualty event”) and such Acquired Hotel shall not be deemed an Excluded Asset pursuant to Section 6.18, then (i) at the Closing or, in the case of a Deferred Asset, at the applicable closing date under Section 6.18, (A) the applicable Acquired Entity or Directly Acquired Assets Owner shall receive the aggregate insurance proceeds then collected or received by Sun and the Sun Subsidiaries with respect to such casualty event, less the amount of the actual and reasonable unreimbursed, out-of-pocket expenses incurred by Sun and the Sun Subsidiaries in connection with collecting such proceeds and making any repairs to such Acquired Hotel occasioned by such casualty event pursuant to any Contract approved by Horizon OP, such approval not to be unreasonably withheld, conditioned or delayed (except no such approval shall be necessary to repair or restore any emergency or hazardous condition) or as required by any applicable third party Contract in existence prior to the date of such casualty event (“net casualty insurance proceeds”), (B) Sun shall, and shall cause the applicable Sun Subsidiaries to, assign its rights to all then unpaid net casualty insurance proceeds with respect to such casualty event to the applicable Acquired Entity or Directly Acquired Assets Owner and (C) the applicable Acquired Entity or Directly Acquired Assets Owner shall receive a credit for the sum of (1) the amount of any deductible under applicable insurance policy required policies and (2) the amount of any casualty that is uninsured or by which the cost of repair exceeds the coverage limitations of the applicable insurance policies; provided that, such credit does not exceed the amount by which the Acquired Hotel Agreed Amount for such Acquired Hotel exceeds the net casualty insurance proceeds received with respect to such casualty event and (ii) Sun and the other Sun Parties shall not adjust or settle any insurance claim with respect to such casualty event without the prior written consent of Horizon OP, which consent shall not be maintained by any Loan Party hereunder unreasonably withheld, conditioned or under the Collateral Agreementdelayed, net of costs and expenses Horizon OP shall be entitled to participate in obtaining such amounts and taxes relating thereto (collectively, the “Loss Proceeds”) all negotiations with third parties in respect of any such Casualty Event received prior to the applicable Substantial Completion Date shall be applied as provided in this Section 6.11. The Borrower shall request that the insurers, reinsurers, counterparties, Governmental Authorities adjustment or other payors of such Loss Proceeds pay all such Loss Proceeds directly to the Disbursement Agent for deposit in the Loan Proceeds Account (in the percentage of the Loan Proceeds Allocation) and for deposit in the Company Account (in the percentage of the Company Allocation). If any such Loss Proceeds are paid directly to the Borrower, any Subsidiary of the Borrower, or the Agent, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Borrower or such other Person, and (iii) the Borrower or such other Person shall pay (or, if applicable, the Borrower shall cause such of its Subsidiaries to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the applicable Accounts as set forth above. Any such Loss Proceeds shall be applied (1) to the extent required under the Credit Agreement, to prepay the Loans, or (2) otherwise, to pay Project Costs pursuant to the requirements of Section 4settlement.

Casualty Events. If Not later than 60 days following the receipt by the Company or any of its Subsidiaries (other than a Supplemental Guarantor) of the proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event affecting any Property of the Company or any of its Subsidiaries (other than Property of a Supplemental Guarantor or acquired with the proceeds of Facility C Loans or Facility D Loans under the Second Restated Supplemental Credit Agreement) (or upon such earlier date as the Person owning such Property shall have determined not to repair or replace the Property affected by such Casualty Event), the Company shall prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (f) below), and the Facility A Commitments shall be subject to automatic reduction, in an aggregate amount, if any, equal to 100% of the Net Available Proceeds of such Casualty Event not theretofore applied to the repair or replacement of such Property or prepayment of the Facility B CREDIT AGREEMENT Loans, such prepayment and reduction to be effected in each such case in the manner and to the extent specified in paragraph (e) below. Nothing in this paragraph (a) shall be deemed to limit any obligation of the Company or any of its Subsidiaries pursuant to any of the Security Documents to remit to a collateral or similar account (including, without limitation, the Collateral Account) maintained by the Agent pursuant to any of the Security Documents the proceeds of insurance, condemnation award or other compensation received in respect of any Casualty Event. Notwithstanding the foregoing, in the event that a Casualty Event shall occur with respect to Property of the Company or any of its Subsidiaries (other than Property of a ProjectSupplemental Guarantor or acquired with the proceeds of Facility C Loans or Facility D Loans under the Second Restated Supplemental Credit Agreement) and covered by any Mortgage, the applicable Borrower Company shall prepay the Loans (aand/or provide cover for Letter of Credit Liabilities) promptly upon discovery or receipt on the dates and in the amounts to the extent specified in such Mortgage. In the event of notice thereof provide written notice with respect to any a Casualty Event over $5,000,000 to involving Property of a Supplemental Guarantor or acquired with the Disbursement Agent and proceeds of Facility C Loans or Facility D Loans under the AgentSecond Restated Supplemental Credit Agreement, and (b) diligently pursue (or cause the applicable Loan Party to pursue) on a commercially reasonable basis all its rights to compensation against all relevant insurers, reinsurers, Project Document counterparties and/or Governmental Authorities, as applicable, in respect Net Available Proceeds of such Casualty Event to the extent that such Borrower (or any other Loan Party) has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder or under the Collateral Agreement. All amounts and proceeds (including instruments providing for future payment) in respect of any Casualty Event with respect to such Project, including the proceeds of any insurance policy required to be maintained by any Loan Party hereunder or under the Collateral Agreement, net of costs and expenses in obtaining such amounts and taxes relating thereto (collectively, the “Loss Proceeds”) in respect of any such Casualty Event received prior to the applicable Substantial Completion Date shall be applied as provided in this Section 6.11. The Borrower shall request that accordance with the insurers, reinsurers, counterparties, Governmental Authorities or other payors of such Loss Proceeds pay all such Loss Proceeds directly to the Disbursement Agent for deposit in the Loan Proceeds Account (in the percentage terms of the Loan Proceeds Allocation) and for deposit in the Company Account (in the percentage of the Company Allocation). If any such Loss Proceeds are paid directly to the Borrower, any Subsidiary of the Borrower, or the Agent, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Borrower or such other Person, and (iii) the Borrower or such other Person shall pay (or, if applicable, the Borrower shall cause such of its Subsidiaries to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the applicable Accounts as set forth above. Any such Loss Proceeds shall be applied (1) to the extent required under the Second Restated Supplemental Credit Agreement, to prepay the Loans, or (2) otherwise, to pay Project Costs pursuant to the requirements of Section 4.

Casualty Events. If any Casualty Event shall occur with respect to a Projectoccur, the applicable Borrower shall (a) promptly upon discovery or receipt of notice thereof provide written notice with respect to any Casualty Event over the restoration cost of which is in good faith expected to exceed $5,000,000 2,500,000 to the Disbursement Agent and the Administrative Agent, and (b) diligently pursue (or cause the applicable Loan Party to pursuepursue diligently) (whether by legal or administrative action, negotiation, mediation, arbitration or settlement) on a commercially reasonable basis all its rights to compensation against all relevant insurers, reinsurers, Project Document counterparties and/or Governmental Authorities, as applicable, in respect of such Casualty Event to the extent that such the Borrower (or any other Loan Party) has a reasonable basis for a claim for compensation or reimbursementreimbursement (that in the Borrower’s reasonable opinion is sufficiently collectible), including, without limitation, under any insurance policy required to be maintained hereunder or under the Collateral Agreement. All amounts and proceeds (including instruments providing for future payment) in respect of any Casualty Event with respect to such ProjectEvent, including the proceeds of any insurance policy required to be maintained by any Loan Party hereunder or under the Collateral Agreement, net of costs and expenses in obtaining such amounts and taxes relating thereto (such net amount, collectively, the “Loss Proceeds”) ), in respect of any such Casualty Event received prior to the applicable Substantial Completion Date Date, shall be applied deposited in a deposit account subject to Section 2.4 (it being understood that such account shall be treated as provided in this a Construction Disbursement Account for purposes of Section 6.112.4). The Borrower shall request use commercially reasonable efforts to provide that the insurers, reinsurers, counterparties, Governmental Authorities or other payors of such Loss Proceeds pay all such Loss Proceeds directly to the Disbursement Agent for deposit in the Loan Proceeds Account (in the percentage of the Loan Proceeds Allocation) and for deposit in the Company Account (in the percentage of the Company Allocation)into such account. If any such Loss Proceeds are paid directly to the Borrower, any Subsidiary of the Borrower, or the AgentAgents, (i) such Loss Proceeds shall be received in trust for the Disbursement Collateral Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Borrower or such other Person, and (iii) the Borrower or such other Person shall pay deposit (or, if applicable, the Borrower shall cause such of its Subsidiaries to paydeposit) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the applicable Accounts as set forth aboveaccordance with this Section 6.9. Any such Loss Proceeds shall be applied (1) to in the extent manner required under by and in compliance with the Credit Agreement, to prepay the Loans, or (2) otherwise, to pay Project Costs pursuant to the requirements of Section 4.

Casualty Events. If Promptly but in any Casualty Event shall occur with respect to a Project, event not later than the applicable Borrower shall (a) promptly upon discovery or third Business Day following the receipt of notice thereof provide written notice with respect to any Casualty Event over $5,000,000 to by the Disbursement Agent and the Agent, and (b) diligently pursue (or cause the applicable Loan Party to pursue) on a commercially reasonable basis all its rights to compensation against all relevant insurers, reinsurers, Project Document counterparties and/or Governmental Authorities, as applicable, in respect of such Casualty Event to the extent that such Borrower (Issuer or any Restricted Subsidiary of the proceeds of insurance, condemnation award or other Loan Party) has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder or under the Collateral Agreement. All amounts and proceeds (including instruments providing for future payment) in respect of any Casualty Event affecting any property of the Issuer or any Restricted Subsidiary after the date hereof, the Commitments shall be subject to automatic reduction or the Issuer shall redeem the Notes, as applicable, in an aggregate amount equal to the Net Available Proceeds of such Casualty Event; PROVIDED that no reduction of Commitments or redemption of Notes shall be required pursuant to this clause (ii) to the extent such Net Available Proceeds are reinvested in the repair, restoration or replacement of such property or invested in Telecommunications Assets to be acquired by the Issuer or any of its Restricted Subsidiaries within 360 days of the date of such receipt (and, pending such reinvestment, such Net Available Proceeds are either (x) deposited with respect the Administrative Agent and held as collateral for the obligations of the Obligors hereunder (PROVIDED that nothing herein shall be deemed to require the Administrative Agent to release any such Project, including proceeds after the occurrence and during the continuance of an Event of Default) or (y) applied by the Issuer to the redemption of Notes hereunder (in which event the Issuer agrees to advise the Administrative Agent in writing at the time of such redemption of Notes that such redemption is being made from the proceeds of a Casualty Event). Nothing in the immediately preceding sentence shall be deemed to limit any insurance policy required obligation of the Issuer or any of its Restricted Subsidiaries pursuant to be any of the Senior Security Documents to remit to a collateral or similar account (including the "Collateral Accounts" under and as defined in the Senior Security Documents) maintained by the Administrative Agent pursuant to any Loan Party hereunder of the Senior Security Documents the proceeds of insurance, condemnation award or under the Collateral Agreement, net of costs and expenses in obtaining such amounts and taxes relating thereto (collectively, the “Loss Proceeds”) other compensation received in respect of any such Casualty Event received prior to the applicable Substantial Completion Date shall be applied as provided in this Section 6.11. The Borrower shall request that the insurers, reinsurers, counterparties, Governmental Authorities or other payors of such Loss Proceeds pay all such Loss Proceeds directly to the Disbursement Agent for deposit in the Loan Proceeds Account (in the percentage of the Loan Proceeds Allocation) and for deposit in the Company Account (in the percentage of the Company Allocation). If any such Loss Proceeds are paid directly to the Borrower, any Subsidiary of the Borrower, or the Agent, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Borrower or such other Person, and (iii) the Borrower or such other Person shall pay (or, if applicable, the Borrower shall cause such of its Subsidiaries to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the applicable Accounts as set forth above. Any such Loss Proceeds shall be applied (1) to the extent required under the Credit Agreement, to prepay the Loans, or (2) otherwise, to pay Project Costs pursuant to the requirements of Section 4Event.

Casualty Events. If Promptly, and in any event within two (2) Business Days of receipt by the Borrower of the proceeds of any Net Cash Proceeds from any Casualty Event shall occur with respect (other than Net Cash Proceeds arising from or constituting Net Cash Proceeds of any ABL Priority Collateral (to a Projectthe extent that the ABL Credit Agreement requires such Net Cash Proceeds to prepay (or cash collateralize) the obligations outstanding under the ABL Credit Agreement), the applicable Borrower shall be required to prepay the Notes issued by it in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Casualty Event plus the Prepayment Fee; provided that, so long as (aA) promptly upon discovery no Default or receipt Event of notice thereof provide Default shall have occurred and is continuing or would result therefrom, (B) the Borrower shall have given the Purchasers prior written notice with respect of the Borrower’s intention to any apply such monies to the costs of replacement of the properties or assets that are the subject of such Casualty Event over $5,000,000 or the cost of purchase or construction of other assets useful in the business of the Borrower or its Subsidiaries, (C) the monies are held in a deposit account in which the Purchasers have a perfected security interest (subject only to the Disbursement Agent and the Agent, Permitted Liens) and (bD) diligently pursue (the Borrower or cause the applicable Loan Party to pursue) on a commercially reasonable basis all its rights to compensation against all relevant insurers, reinsurers, Project Document counterparties and/or Governmental AuthoritiesSubsidiaries, as applicable, in respect complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Borrower whose assets were the subject of such Casualty Event shall have the option to apply such monies in an amount not to exceed $500,000 (with any Net Cash Proceeds in excess of $500,000 to be applied to prepay the Notes) to the costs of replacement of the assets that are the subject of such Casualty Event or the costs of purchase or construction of other assets useful in the business of the Borrower unless and to the extent that such Borrower applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the deposit account referred to in clause (or any other Loan PartyC) has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to above shall be maintained hereunder or under the Collateral Agreement. All amounts and proceeds (including instruments providing for future payment) in respect of any Casualty Event with respect to such Project, including the proceeds of any insurance policy required to be maintained by any Loan Party hereunder or under the Collateral Agreement, net of costs and expenses in obtaining such amounts and taxes relating thereto (collectively, the “Loss Proceeds”) in respect of any such Casualty Event received prior immediately paid to the applicable Substantial Completion Date shall be Purchasers and applied as provided in prepayment of the Notes in accordance with Section 3.3. Nothing contained in this Section 6.11. The Borrower 3.2(c) shall request that the insurers, reinsurers, counterparties, Governmental Authorities or other payors of such Loss Proceeds pay all such Loss Proceeds directly to the Disbursement Agent for deposit in the Loan Proceeds Account (in the percentage of the Loan Proceeds Allocation) and for deposit in the Company Account (in the percentage of the Company Allocation). If any such Loss Proceeds are paid directly to the Borrower, any Subsidiary of the Borrower, or the Agent, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of permit the Borrower or such any Subsidiary to sell or otherwise dispose of any assets other Person, and (iii) the Borrower or such other Person shall pay (or, if applicable, the Borrower shall cause such of its Subsidiaries to pay) such Loss Proceeds over to the Disbursement Agent than in the same form as received (accordance with any necessary endorsement) for deposit in the applicable Accounts as set forth above. Any such Loss Proceeds shall be applied (1) to the extent required under the Credit Agreement, to prepay the Loans, or (2) otherwise, to pay Project Costs pursuant to the requirements of Section 49.4.

Casualty Events. If Following any Casualty Event shall occur in which the Casualty Proceeds with respect thereto could reasonably be expected to a Projectexceed U.S.$5,000,000, all such Casualty Proceeds payable to or received by the applicable Borrower shall (a) promptly upon discovery or receipt of notice thereof provide written notice with respect to any Casualty Event over $5,000,000 to the Disbursement Agent and the Agent, and (b) diligently pursue (or cause the applicable Loan Party to pursue) on a commercially reasonable basis all its rights to compensation against all relevant insurers, reinsurers, Project Document counterparties and/or Governmental Authorities, as applicable, Credit Parties in respect of such Casualty Event shall, if not used to the extent that such Borrower (purchase a replacement asset or any other Loan Party) has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder or under the Collateral Agreement. All amounts and proceeds (including instruments providing for future payment) in respect of any Casualty Event with respect to such Project, including the proceeds of any insurance policy required to be maintained by any Loan Party hereunder or under the Collateral Agreement, net of costs and expenses in obtaining such amounts and taxes relating thereto (collectively, the “Loss Proceeds”) in respect of any such Casualty Event received prior to the applicable Substantial Completion Date shall be applied as provided in this Section 6.11. The Borrower shall request that the insurers, reinsurers, counterparties, Governmental Authorities or other payors of such Loss Proceeds pay all such Loss Proceeds directly to the Disbursement Agent for deposit otherwise reinvested in the Loan Proceeds Account (in the percentage of the Loan Proceeds Allocation) and for deposit in the Company Account (in the percentage of the Company Allocation). If any such Loss Proceeds are paid directly to the Borrower, any Subsidiary of the Borrower, or the Agent, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds business of the Borrower or such other Person, and (iii) its Subsidiaries within 180 days of the Borrower or such other Person shall pay date of the Casualty Event (or, if applicablesuch Casualty Proceeds have not been received by such Credit Party by such 180th day, then on the Borrower date such Casualty Proceeds are received), be deposited with the Administrative Agent on the last day of such 180-day period (or, if such Casualty Proceeds have not been received by such Credit Party by such 180th day, then on the date such Casualty Proceeds are received) as security for the Obligations and the Administrative Agent shall cause such of its Subsidiaries to pay) such Loss apply the Casualty Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the applicable Accounts as set forth above. Any such Loss Proceeds shall be applied (1) to the extent required under the Credit Agreement, to prepay the Loans, or if the Loans have been repaid in full and only if such Casualty Event shall, or could reasonably be expected to, materially interfere with or otherwise disrupt the operations of the Borrower and its Subsidiaries (2taken as a whole), make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure; provided that, in no event shall the Credit Parties be required to deposit any Casualty Proceeds in excess of the amount required to repay the Loans and cash collateralize the Letter of Credit Exposure; provided further that, if such Casualty Proceeds will be reinvested to rebuild or otherwise replace Property damaged by a Casualty Event and the cost (or any portion thereof) otherwise, to pay Project Costs pursuant of such construction or replacement has not been invoiced to the requirements Borrower or such Subsidiary as of Section 4the date such Casualty Proceeds are received, then the Borrower or such Subsidiary shall be permitted to, until such invoices are received and such amounts are to be paid, deposit such Casualty Proceeds into, and maintain such funds in, a segregated account so long as the Borrower or such Subsidiary shall, concurrently with such deposit, deliver to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower detailing both the proposed use of such Casualty Proceeds and the estimated timing of their application (with updated certificates to be sent periodically as necessary to update the Administrative Agent of any changes to such timing).

Casualty Events. If any Casualty Event shall occur with respect to a ProjectUpon the date 60 days following the receipt by the Borrower of the proceeds of insurance, the applicable Borrower shall (a) promptly upon discovery condemnation award or receipt of notice thereof provide written notice with respect to any Casualty Event over $5,000,000 to the Disbursement Agent and the Agent, and (b) diligently pursue (or cause the applicable Loan Party to pursue) on a commercially reasonable basis all its rights to other compensation against all relevant insurers, reinsurers, Project Document counterparties and/or Governmental Authorities, as applicable, in respect of such Casualty Event to the extent that such Borrower (or any other Loan Party) has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder or under the Collateral Agreement. All amounts and proceeds (including instruments providing for future payment) in respect of any Casualty Event with respect affecting any property of the Borrower or any of its Subsidiaries (or upon such earlier date as the Borrower or such Subsidiary, as the case may be, shall have determined not to repair or replace the property affected by such ProjectCasualty Event), including the Borrower shall prepay the Loans (and/or provide cover for LC Exposure as specified in Section 2.04(k)), and/or the Commitments shall be subject to automatic reduction, in an aggregate amount, if any, equal to 75% of the Net Available Proceeds of such Casualty Event not theretofore applied to the repair or replacement of such property, such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (iii) of this paragraph, provided that the Borrower shall not be required to make any prepayment pursuant to this clause (i) until such time as the aggregate Net Available Proceeds of all Casualty Events not so applied to the repair or replacement of property shall exceed $1,000,000. Notwithstanding the foregoing, the Borrower shall not be required to make any prepayment pursuant to this clause (i) to the extent that (A) the Borrower advises the Administrative Agent within 60 days following the receipt by the Borrower of such Net Available Proceeds that it intends to reinvest such Net Available Proceeds into the business of the Borrower and its Subsidiaries, (B) such Net Available Proceeds are held by the Borrower in a segregated investment or other account until so reinvested, and (C) such Net Available Proceeds are in fact so reinvested within 270 days after receipt thereof by the Borrower (it being understood that, in the event that Net Available Proceeds related to more than one Casualty Event are held by the Borrower, such Net Available Proceeds shall be deemed to be utilized in the same order in which the Borrower received such Net Available Proceeds and, accordingly, any such Net Available Proceeds so held for more than 270 days shall be forthwith applied to the prepayment of Loans as provided above). Nothing in this paragraph shall be deemed to limit any obligation of the Borrower or any of its Subsidiaries pursuant to any of the Security Documents to remit to a collateral or similar account maintained by the Administrative Agent pursuant to any of the Security Documents the proceeds of any insurance policy required to be maintained by any Loan Party hereunder insurance, condemnation award or under the Collateral Agreement, net of costs and expenses in obtaining such amounts and taxes relating thereto (collectively, the “Loss Proceeds”) other compensation received in respect of any such Casualty Event received prior to the applicable Substantial Completion Date shall be applied as provided in this Section 6.11. The Borrower shall request that the insurers, reinsurers, counterparties, Governmental Authorities or other payors of such Loss Proceeds pay all such Loss Proceeds directly to the Disbursement Agent for deposit in the Loan Proceeds Account (in the percentage of the Loan Proceeds Allocation) and for deposit in the Company Account (in the percentage of the Company Allocation). If any such Loss Proceeds are paid directly to the Borrower, any Subsidiary of the Borrower, or the Agent, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Borrower or such other Person, and (iii) the Borrower or such other Person shall pay (or, if applicable, the Borrower shall cause such of its Subsidiaries to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the applicable Accounts as set forth above. Any such Loss Proceeds shall be applied (1) to the extent required under the Credit Agreement, to prepay the Loans, or (2) otherwise, to pay Project Costs pursuant to the requirements of Section 4Event.

Casualty Events. If Not later than 60 days following the receipt by the Borrower or any of its Subsidiaries of any Net Casualty Proceeds in excess of $1,000,000 (individually or in the aggregate over the course of a Fiscal Year), the Borrower shall prepay the Loans (and/or provide cover for LC Exposure as specified in Section 2.04(k)), and/or the Commitments shall be subject to automatic reduction, in an amount equal to 100% of such Net Casualty Proceeds; provided that no such prepayment, cover or reduction on account of Net Casualty Proceeds shall be required under this clause if the Borrower informs the Administrative Agent no later than 60 days following the occurrence of the Casualty Event shall occur with respect resulting in such Net Casualty Proceeds of its or its Subsidiary's good faith intention to apply such Net Casualty Proceeds to the rebuilding or replacement of the damaged, destroyed or condemned assets or property, or to make a ProjectReinvestment, and in fact uses such Net Casualty Proceeds to rebuild or replace such damaged, destroyed or condemned assets or property, or to make Reinvestments, within 360 days following the applicable Borrower shall (a) promptly upon discovery or receipt of notice thereof provide written notice with respect to any such Net Casualty Event over $5,000,000 Proceeds, it being understood that the amount of such Net Casualty Proceeds that is not so used within such 360-day period shall be applied at the end of such 360-day period to the Disbursement Agent prepayment, cover and reduction of Commitments as described above in this clause, such prepayment and/or reduction to be effected in each case in the Agent, manner and (b) diligently pursue (or cause the applicable Loan Party to pursue) on a commercially reasonable basis all its rights to compensation against all relevant insurers, reinsurers, Project Document counterparties and/or Governmental Authorities, as applicable, in respect of such Casualty Event to the extent that such specified in clause (vi) of this paragraph. Nothing in this paragraph shall be deemed to limit any obligation of the Borrower (or any of its Subsidiaries pursuant to any of the Security Documents to remit to a collateral or similar account maintained by the Administrative Agent pursuant to any of the Security Documents the proceeds of insurance, condemnation award or other Loan Party) has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder or under the Collateral Agreement. All amounts and proceeds (including instruments providing for future payment) received in respect of any Casualty Event with respect to such Project, including the proceeds of any insurance policy required to be maintained by any Loan Party hereunder or under the Collateral Agreement, net of costs and expenses in obtaining such amounts and taxes relating thereto (collectively, the “Loss Proceeds”) in respect of any such Casualty Event received prior to the applicable Substantial Completion Date shall be applied as provided in this Section 6.11. The Borrower shall request that the insurers, reinsurers, counterparties, Governmental Authorities or other payors of such Loss Proceeds pay all such Loss Proceeds directly to the Disbursement Agent for deposit in the Loan Proceeds Account (in the percentage of the Loan Proceeds Allocation) and for deposit in the Company Account (in the percentage of the Company Allocation). If any such Loss Proceeds are paid directly to the Borrower, any Subsidiary of the Borrower, or the Agent, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Borrower or such other Person, and (iii) the Borrower or such other Person shall pay (or, if applicable, the Borrower shall cause such of its Subsidiaries to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the applicable Accounts as set forth above. Any such Loss Proceeds shall be applied (1) to the extent required under the Credit Agreement, to prepay the Loans, or (2) otherwise, to pay Project Costs pursuant to the requirements of Section 4Event.

Casualty Events. If any Casualty Event shall occur with respect to a Project, On the applicable date of receipt by the Borrower shall (a) promptly upon discovery or receipt of notice thereof provide written notice with respect to any Casualty Event over $5,000,000 to the Disbursement Agent and the Agent, and (b) diligently pursue (or cause the applicable Loan Party to pursue) on a commercially reasonable basis all its rights to compensation against all relevant insurers, reinsurers, Project Document counterparties and/or Governmental Authorities, as applicable, in respect of such Casualty Event to the extent that such Borrower (or any Subsidiary of Net Available Proceeds in excess of $100,000 of any insurance, condemnation award or other Loan Party) has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder or under the Collateral Agreement. All amounts and proceeds (including instruments providing for future payment) in respect of any Casualty Event with respect to such Project, including the proceeds of any (excluding Net Available Proceeds from (x) business interruption coverage or (y) other insurance policy required to be maintained by any Loan Party hereunder or under the Collateral Agreement, net of costs and expenses in obtaining such amounts and taxes relating thereto (collectively, the “Loss Proceeds”) in respect of any such Casualty Event received prior coverage unrelated to the applicable Substantial Completion Date shall be applied as provided in this Section 6.11. The Borrower shall request that the insurers, reinsurers, counterparties, Governmental Authorities or other payors of such Loss Proceeds pay all such Loss Proceeds directly to the Disbursement Agent for deposit in the Loan Proceeds Account (in the percentage repair and/or replacement of the Loan Proceeds Allocation) and for deposit in the Company Account (in the percentage of the Company Allocation). If any such Loss Proceeds are paid directly to the Borrower, any Subsidiary of the Borrower, or the Agent, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Borrower or such other Person, and (iiidamaged assets) the Borrower or such other Person Subsidiary, as the case may be, shall pay deposit such Net Available Proceeds into the Collateral Account (or, if applicableunder and as defined in the Security Agreement). Upon request by the Borrower, the Borrower Administrative Agent shall cause such of its Subsidiaries to pay(unless a Default shall have occurred and be continuing) such Loss release the Net Available Proceeds over to the Disbursement Borrower in an amount not exceeding the amount required for repair or replacement of the property for which such Net Available Proceeds were received; provided that if such Net Available Proceeds have not been released or committed to be expended in respect of such repair or replacement in an amount and manner reasonably acceptable to the Administrative Agent in within 180 days of receipt by the same form Borrower or such Subsidiary, as received (with any necessary endorsement) for deposit in the applicable Accounts as set forth above. Any case may be, such Loss Proceeds shall be applied (1) Net Available Proceeds, to the extent required under that such Net Available Proceeds, together with all other Net Available Proceeds received by the Credit AgreementBorrower or any Subsidiary in respect of Casualty Events, not released or committed to be expended in respect of repair or replacement within 180 days of receipt by the Borrower or any Subsidiary exceeds $500,000, shall be used to prepay the LoansLoans (and/or provide cover for LC Exposure as specified in Section 2.04(i)) and automatically reduce the Revolving Credit Commitments in an aggregate amount, or (2) otherwiseif any, equal to pay Project Costs pursuant 100% of the Net Available Proceeds of such Casualty Event not theretofore applied to the requirements repair or replacement of such property (such prepayment and reduction to be effected in each case in the manner and to the extent specified in clause (vi) of this Section 42.09).

Casualty Events. If any Casualty Event shall occur with respect to a Project, Within 180 days following the applicable Borrower shall (a) promptly upon discovery or receipt of notice thereof provide written notice with respect to any Casualty Event over $5,000,000 to by the Disbursement Agent and the Agent, and (b) diligently pursue (or cause the applicable Loan Party to pursue) on a commercially reasonable basis all its rights to compensation against all relevant insurers, reinsurers, Project Document counterparties and/or Governmental Authorities, as applicable, in respect of such Casualty Event to the extent that such Borrower (Borrowers or any of their Subsidiaries of the proceeds of insurance, condemnation award or other Loan Party) has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder or under the Collateral Agreement. All amounts and proceeds (including instruments providing for future payment) in respect of any Casualty Event with respect affecting any property of the Borrowers or any of their Subsidiaries (or upon such earlier date as the Borrowers or any of their Subsidiaries, as the case may be, shall have determined not to repair or replace the property affected by such Casualty Event), the Borrowers shall prepay the Revolving Credit Loans by an aggregate amount, if any, equal to 100% of the Net Cash Payments from such Casualty Event not theretofore applied or committed to be applied to the repair or replacement of such property (it being understood that (i) if Net Cash Payments committed to be applied are not in fact applied within 180 days of the respective Casualty Event, or the Borrowers or any of their Subsidiaries have not entered into binding contractual agreements as of such 180th day requiring payment of amounts at least equal to such Projectfunds in repair or replacement of the property affected by the Casualty Event, including the proceeds of any insurance policy then such Net Cash Payments, or such lesser amount that is not required to be maintained by any Loan Party hereunder or under the Collateral Agreementpaid pursuant to such binding 26 HUTTIG CREDIT AGREEMENT contractual commitment, net of costs and expenses in obtaining such amounts and taxes relating thereto (collectively, the “Loss Proceeds”) in respect of any such Casualty Event received prior to the applicable Substantial Completion Date shall be applied to the prepayment of the Revolving Credit Loans as provided in this Section 6.11. The Borrower shall request that clause (a) at the insurers, reinsurers, counterparties, Governmental Authorities or other payors expiration of such Loss Proceeds pay all such Loss Proceeds directly to the Disbursement Agent for deposit in the Loan Proceeds Account (in the percentage of the Loan Proceeds Allocation) 180 day period and for deposit in the Company Account (in the percentage of the Company Allocation). If any such Loss Proceeds are paid directly to the Borrower, any Subsidiary of the Borrower, or the Agent, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) if an Event of Default shall have occurred and be continuing on the date such Loss Proceeds Net Cash Payments are received by the Borrowers or any of their Subsidiaries or at any time during such 180 day period, then the Borrowers shall be segregated from other funds prepay the outstanding Loans in an amount equal to 100% of the Borrower or such other Person, and (iii) the Borrower or such other Person shall pay Net Cash Payments (or, if applicable, the Borrower any portion of such proceeds shall cause such of its Subsidiaries to pay) such Loss Proceeds over have been reinvested prior to the Disbursement Agent occurrence of such Event of Default, 100% of such remaining amount of Net Cash Payments not so reinvested) on the later of the date such Net Cash Payments are received by the Borrowers or any of their Subsidiaries or the date of the occurrence of such Event of Default), such prepayment to be effected in each case in the same form as received (with any necessary endorsement) for deposit in the applicable Accounts as set forth above. Any such Loss Proceeds shall be applied (1) manner and to the extent required under the Credit Agreement, to prepay the Loans, or specified in paragraph (2e) otherwise, to pay Project Costs pursuant to the requirements of this Section 42.04.