Common use of Casualty Events Clause in Contracts

Casualty Events. Upon the date 270 days following the receipt by --------------- any Borrower 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 of the Borrowers or any of their Subsidiaries (or upon such earlier date as the Borrowers or any such Subsidiary, 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 Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (f) 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 (e) of this Section 2.10. Notwithstanding the foregoing, the Borrowers 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) exceeds $10,000,000.

Casualty Events. Upon Promptly but in any event not later than the date 270 days third Business Day following the receipt by --------------- any Borrower Holdings or any of its Subsidiaries Restricted Subsidiary of the proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event affecting any Property property of any of the Borrowers Holdings or any of their Subsidiaries (or upon such earlier Restricted Subsidiary after the date as the Borrowers or any such Subsidiary, as the case may be, shall have determined not to repair or replace the Property affected by such Casualty Event)hereof, the Borrowers Issuer shall prepay redeem the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (f) below), and the Commitments shall be subject to automatic reduction, Notes in an aggregate amount, if any, amount equal to 100% of the Net Available Proceeds of such Casualty Event not theretofore applied (or committed to Event; PROVIDED that no redemption of Notes shall be applied required pursuant to executed construction contracts or equipment ordersthis CLAUSE (II) to the repair extent such Net Available Proceeds are reinvested in the repair, restoration or replacement of such Property, such prepayment property or invested in Telecommunications Assets to be effected in each case in the manner and to the extent specified in paragraph (e) acquired by Holdings or any of this Section 2.10. Notwithstanding the foregoing, the Borrowers 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 its Restricted Subsidiaries within 360 days of the Net Available Proceeds that must be prepaid under this paragraph (a) (reduced by the amount date of such receipt and, pending such reinvestment, such Net Available Proceeds are either (A) deposited with the Administrative Agent and held as collateral for the obligations of the Issuer hereunder (PROVIDED that has previously been nothing herein shall be deemed to require the Administrative Agent to release any such proceeds after the occurrence and during the continuance of an Event of Default) or (B) applied by the Issuer to the prepayment redemption of Loans 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 obligation of the Issuer pursuant to any of the Security Documents to remit to a collateral or reduction similar account maintained by the Administrative Agent or the Holdings Notes Agent pursuant to any of Commitments hereunder as a result the Security Documents the proceeds of previous insurance, condemnation award or other compensation received in respect of any Casualty Events) exceeds $10,000,000Event.

Casualty Events. Upon the date 270 90 days following the receipt by --------------- any the Borrower 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 of the Borrowers Borrower or any of their its Subsidiaries (or upon such earlier date as the Borrowers Borrower or any such Subsidiary, as the case may be, shall have determined not to repair or replace the Property affected by such Casualty Event), the Borrowers Borrower shall prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (fg) 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 PropertyProperty or to the purchase of other Property used or useful in the business of the Borrower and its Subsidiaries, such prepayment and reduction to be effected in each case in the manner and to the extent specified in paragraph (ef) of this Section 2.10. Notwithstanding below, PROVIDED that, notwithstanding the foregoing, the Borrowers Borrower shall not be required to make any prepayment or reduce the Commitments under this paragraph (and/or provide cover for Letter a) until such time as the aggregate amount of Credit Liabilities) under the required prepayments and reductions of Commitments hereunder, after deducting any such amounts previously applied to prepayments and reductions pursuant to this paragraph (a), and the Commitments shall not be subject greater than or equal to automatic reduction, until the aggregate amount of the Net Available Proceeds that must be prepaid under $1,000,000. Nothing in this paragraph (a) (reduced by shall be deemed to limit any obligation of the amount of such Net Available Proceeds that has previously been applied Borrower and its Subsidiaries pursuant to the prepayment Security Agreement to remit to the Collateral Account the proceeds of Loans insurance, condemnation award or reduction other compensation received in respect of Commitments hereunder as a result any Casualty Event, and the Administrative Agent shall release such proceeds to the Borrower in the manner, and to the extent, provided in Section 4.01(d) of previous Casualty Events) exceeds $10,000,000the Security Agreement.

Casualty Events. Upon the date 270 90 days following the receipt by --------------- any the Borrower 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 property of the Borrowers Borrower or any of their its Subsidiaries (or upon such earlier date as the Borrowers Borrower or any such Subsidiary, as the case may be, shall have determined not to repair or replace the Property property affected by such Casualty Event) (the "Current Casualty Event"), (x) which are received by the Borrowers Borrower on or prior to September 30, 2002, the Borrower shall prepay the Loans (and/or provide cover for Letter of Credit Liabilities LC Exposure as specified in paragraph (f) belowSection 2.04(k)), and/or the Commitments shall be subject to automatic reduction, in an aggregate amount equal to the Net Available Proceeds of such Current Casualty Event and (y) which are received by the Borrower after September 30, 2002, in the event that the aggregate amount of the Net Available Proceeds of such Current Casualty Event, together with the aggregate amount of Net Available Proceeds in respect of any prior Casualty Event not theretofore applied to repair or replace the property affected by such prior Casualty Event, shall exceed $25,000,000 in the aggregate (any such excess amount, the "Excess Casualty Proceeds Amount"), then 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 100% of the Net Available Excess Casualty 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 PropertyAmount, such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in paragraph clause (evi) of this Section 2.10. Notwithstanding the foregoing, the Borrowers 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) exceeds $10,000,000paragraph.

Casualty Events. Upon No later than the fifth (5th) Business Day following the date 270 days following the of receipt by --------------- any Borrower the Parent or any of its Subsidiaries of any Net Casualty Proceeds (together with all Net Disposition Proceeds subject to Section 2.13(a)) in excess of $2,500,000 in the proceeds aggregate in any fiscal year (with only the amount in excess of insurance, condemnation award or other compensation in respect of any Casualty Event affecting any Property of any of the Borrowers or any of their Subsidiaries (or upon such earlier date as the Borrowers or any such Subsidiary, as the case may be, shall have determined not $2,500,000 being subject to repair or replace the Property affected by such Casualty Eventprepayment), the Borrowers Borrower shall prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified set forth in paragraph (fSection 2.14(b) below), and the Commitments shall be subject to automatic reduction, in an aggregate amount, if any, amount equal to 100% such Net Casualty Proceeds; provided, so long as (i) the Borrower intends to reinvest all or any portion of such Net Casualty Proceeds (the “Reinvestment Casualty Proceeds”) in assets used or useful to the business of the Net Available Loan Parties and their Subsidiaries and (ii) the Borrower or its Subsidiaries, as applicable, apply such Reinvestment Casualty Proceeds within 270 days after the receipt of such Reinvestment Casualty Event not theretofore applied Proceeds (or committed which 270-day period shall be extended by an additional 180 days if Borrower Subsidiaries shall have entered into a binding commitment within such 270-day period to be applied pursuant to executed construction contracts or equipment orders) to the repair or replacement of invest such Property, such prepayment to be effected in each case in the manner and to the extent specified in paragraph (e) of this Section 2.10. Notwithstanding the foregoingReinvestment Casualty Proceeds), the Borrowers Borrower and its Subsidiaries shall not be required to make such prepayment out of the Reinvestment Casualty Proceeds; provided further that to the extent any prepayment such Reinvestment Casualty Proceeds have not been so applied by the end of such 270-day period (and/or provide cover for Letter of Credit Liabilities) under this paragraph (aor if only a commitment to invest has been made during the initial 270-day period, such additional 180-day period), and the Commitments then, at such time, a prepayment shall not be subject required in an amount equal to automatic reduction, until the aggregate amount of the Net Available such Reinvestment Casualty Proceeds that must be prepaid under this paragraph (a) (reduced by the amount of such Net Available Proceeds that has previously have not been applied to the prepayment of Loans or reduction of Commitments hereunder as a result of previous Casualty Events) exceeds $10,000,000so applied.

Casualty Events. Upon the date 270 days Not later than ten (10) Business Days following the receipt by --------------- any Borrower or any of its Subsidiaries of the proceeds of insurance, condemnation award or other compensation in respect of any Net Cash Proceeds from a Casualty Event affecting by any Property of any of the Borrowers or any of their Subsidiaries (or upon such earlier date as the Borrowers or any such Subsidiary, as the case may be, shall have determined not to repair or replace the Property affected by such Casualty Event)Group Member, the Borrowers Borrower shall prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (f) below), and the Commitments shall be subject to automatic reduction, in apply an aggregate amount, if any, amount equal to 100% of the such Net Available Cash Proceeds to make prepayments in accordance with Section 2.10(i) and (j); provided that (i) no such prepayment shall be required under this clause (e) (A) with respect to any disposition of such Casualty Event not theretofore applied property which constitutes an Asset Sale, or (or committed to be applied pursuant to executed construction contracts or equipment ordersB) 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 (e) of this Section 2.10. Notwithstanding the foregoing, the Borrowers 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 Net Cash Proceeds from all such Casualty Events, together with Asset Sales, do not exceed the Asset Sale/Casualty Event Threshold in any twelve month period; provided that, only such Excess Net Available Cash Proceeds shall subject to this Section 2.10(e)), (ii) so long as no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower shall have notified the Administrative Agent on or prior to such date stating that such proceeds in excess of the Casualty Event Threshold are expected (x) to be 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 assets that are otherwise used or useful in the business of the Group Members (including pursuant to a Permitted Acquisition, investment or Capital Expenditure), or (y) to be contractually committed to be so reinvested, in each case, no later than 15 months (or within 21 months following receipt thereof if such contractual commitment to reinvest has been entered into within 15 months following receipt thereof) following the date of receipt of such proceeds; and (iii) if all or any portion of such Excess Net Cash Proceeds that must are the subject of a notice delivered pursuant to clause (i) immediately above is neither reinvested nor contractually committed to be prepaid under this paragraph so reinvested within such 15 month period (aor is not actually reinvested within such additional six (6) (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) exceeds $10,000,000.month period, if applicable), 80 US-DOCS\133960081.2

Casualty Events. Upon Within five Business Days after any Net Proceeds are received by or on behalf of the date 270 days following Company or any Restricted Subsidiary (other than an Insurance Subsidiary or a Subsidiary of an Insurance Subsidiary) in respect of any Casualty Event, the receipt by --------------- any Borrower Company shall prepay Term Loans in an aggregate amount equal to such Net Proceeds; provided that: (A) a prepayment of Term Loans shall be required pursuant to this Section 2.09(d)(iii) only to the extent that the aggregate Net Proceeds of all Casualty Events during the term of this Agreement not otherwise applied in the manner described in clause (B) or (C) of this proviso or applied to prepay the Term Loans is equal to or less than $15,000,000; (B) such Net Proceeds may be reinvested in the business of the Company or any of its Subsidiaries so long as, within 12 months after the receipt of such Net Proceeds, such reinvestment shall have been consummated or the Company or one or more of its Restricted Subsidiaries shall have entered into a definitive agreement for such application, and such application shall have been consummated no later than 18 months after the receipt of such Net Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Agent); provided that on or prior to such fifth Business Day after the receipt of such Net Proceeds, the Company shall have given written notice to the Agent of its intention to reinvest all or portion of such Net Proceeds in accordance with this Section 2.09(d)(iii)(B); and (C) any Net Proceeds not so applied by the conclusion of the proceeds of insurance, condemnation award 12th or other compensation in respect of any Casualty Event affecting any Property of any of the Borrowers or any of their Subsidiaries (or upon such earlier date as the Borrowers or any such Subsidiary18th month, as the case may be, shall have determined not be immediately applied to repair or replace the Property affected by such Casualty Event), the Borrowers shall prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (f) below), and the Commitments shall be subject to automatic reduction, in an aggregate amount, if any, equal to 100% prepayment of the Term Loans as set forth in this Section 2.09(d)(iii). Notwithstanding anything herein to the contrary, Net Available Proceeds in respect of such a 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 (e) of this Section 2.10. Notwithstanding the foregoing, the Borrowers that are received by a Foreign Subsidiary 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 pursuant to this paragraph (aSection 2.09(d)(iii) (reduced by to the amount extent that the repatriation of such Net Available Proceeds to fund such prepayment (x) is prohibited, restricted or delayed by applicable law or (y) would result in material adverse tax consequences; provided in the case of the foregoing clause (y) that has previously been applied each of the Company and the applicable Foreign Subsidiary shall use commercially reasonable efforts to the prepayment of Loans or reduction of Commitments hereunder as a result of previous Casualty Events) exceeds $10,000,000eliminate such tax effects in its reasonable control in order to make such prepayment.

Casualty Events. Upon the date 270 days following the receipt by any --------------- any Borrower 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 of the Borrowers or any of their Subsidiaries (or upon such earlier date as the Borrowers or any such Subsidiary, 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 Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (f) 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 (e) of this Section 2.10. Notwithstanding the foregoing, the Borrowers 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 Credit Agreement ---------------- 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) exceeds $10,000,000.

Casualty Events. Upon the date 270 days Not later than two Business Days following the receipt by --------------- any Borrower 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 of the Borrowers or any of their Subsidiaries (or upon such earlier date as the Borrowers or any such Subsidiary, as the case may be, shall have determined not to repair or replace the Property affected by such Net Cash Proceeds from a Casualty Event), the Borrowers shall prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (f) below)shall, and the Commitments shall be subject to automatic reductioncause their domestic Subsidiaries to, in apply an aggregate amount, if any, amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h) and (i); provided that subject to Section 2.10(g), and as long as no Cash Dominion Event the Net Available Proceeds exists or would arise therefrom, and, except as the Administrative Agent may otherwise agree, the aggregate of such Net Cash Proceeds from Casualty Event Events does not theretofore applied (or committed to be applied pursuant to executed construction contracts or equipment orders) to exceed $5.0 million in any fiscal year of the repair or replacement of such PropertyBorrowers, such prepayment to be effected in each case in the manner and to the extent specified in paragraph (e) of this Section 2.10. Notwithstanding the foregoing, the Borrowers proceeds shall not be required to make be so applied on such date to the extent that, the Lead Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used or committed to be used to repair, replace or restore any prepayment (and/or provide cover for Letter Property the subject of Credit Liabilities) under this paragraph (a), and the Commitments shall not be subject to automatic reduction, until the aggregate amount a Casualty Event within 270 days of the Net Available Proceeds that must be prepaid under this paragraph (a) (reduced by the amount receipt of such Net Available 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 that has previously been applied thereof pursuant to this subsection shall be made subject to the prepayment Lien of Loans the applicable Security Documents in favor of the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12; provided further that, if a Cash Dominion Event shall then exist or reduction would arise therefrom, such Net Cash Proceeds shall be paid by the Borrowers to the Administrative Agent to temporarily reduce the Obligations as set forth in Section 2.04 hereof, provided further that, unless the Obligations have been accelerated in accordance with Article VII hereof, upon delivery by the Borrowers to the Administrative Agent of Commitments hereunder the Officers’ Certificate referenced above, such Net Cash Proceeds shall be released to the Borrowers (so long as a result of previous Casualty Eventsthe conditions precedent to Borrowing have been met hereunder) exceeds $10,000,000.to reinvest such Net Cash Proceeds as set forth above; and

Casualty Events. Upon On each applicable Offer Date, the date 270 days following Borrower shall make a mandatory offer to each Lender for the receipt prepayment of outstanding Loans in an amount equal to 100% of the Prepayment Portion of any Net Cash Insurance Proceeds received by --------------- any the Borrower or any of its Subsidiaries of since the proceeds of insurancelast Interest Payment Date (and not yet applied in accordance with this Section 2.09(a)) to the extent all such Net Cash Insurance Proceeds received in such fiscal year exceed $30,000,000 (such amount, condemnation award or other compensation in respect of any the “Casualty Event affecting any Property of any of Offer Amount”); provided, however, no such mandatory offer shall be required under this Section 2.09(a) to the Borrowers extent the Borrower notifies the Administrative Agent in writing no later than five (5) Business Days before the relevant Offer Date that the Borrower or any of their Subsidiaries (or upon such earlier date as the Borrowers or any Subsidiary has elected to apply such Subsidiary, as the case may be, shall have determined not Casualty Event Offer Amount to repair restore or replace the affected Property affected by such Casualty Event), or otherwise to reinvest in Property of a kind then used or usable in the Borrowers shall prepay the Loans Business (and/or provide cover for Letter of Credit Liabilities as specified including reinvestments in paragraph Permitted Acquisitions) within three‑hundred sixty (f360) below), and the Commitments shall be subject to automatic reduction, in an aggregate amount, if any, equal to 100% days of the Net Available Proceeds receipt of such Casualty Event not theretofore applied Offer Amount (or committed to be applied pursuant to executed construction contracts or equipment orders) to the repair or replacement of “Replacement Deadline” and such Propertyrights, such prepayment to be effected in each case in the manner and “Replacement Rights”); provided, further, to the extent specified in paragraph the Borrower or Subsidiary fails to apply any or all of such Casualty Event Offer Amount to any 41 Bridge Loan Agreement such restoration, replacement or reinvestment by the Replacement Deadline (e) of this Section 2.10. Notwithstanding the foregoing, the Borrowers 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 relevant Net Available Cash Insurance Proceeds that must be prepaid under this paragraph not so applied, the “Remaining Portion”), the Borrower shall make a mandatory prepayment offer in accordance with the procedures set forth in Section 2.09(f) below. (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) exceeds $10,000,000.b)

Casualty Events. Upon the date 270 days Not later than five Banking Days following the receipt by --------------- any Borrower 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 of the Borrowers or any of their Subsidiaries (or upon such earlier date as the Borrowers or any such Subsidiary, as the case may be, shall have determined not to repair or replace the Property affected by such Net Cash Proceeds from a Casualty Event), the Borrowers Company shall prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (f) below), and the Commitments shall be subject to automatic reduction, in apply an aggregate amount, if any, amount equal to 100% of such Net Cash Proceeds to prepay the Net Available Proceeds of such Casualty Event not theretofore applied (Swingline Loan and Working Capital Loans in accordance with Section 4.4.2; provided that so long as no Default shall then exist or committed to be applied pursuant to executed construction contracts or equipment orders) to the repair or replacement of such Propertyarise therefrom, such prepayment to be effected in each case in the manner and to the extent specified in paragraph (e) of this Section 2.10. Notwithstanding the foregoing, the Borrowers Net Cash Proceeds shall not be required to make be so applied on such date to the extent that the Company shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date confirming that such Net Cash Proceeds shall be used to repair, replace or restore any prepayment property in respect of which such Net Cash Proceeds were paid no later than 180 days following the date of receipt of such proceeds (and/or provide cover for Letter which Officers’ Certificate shall set forth the estimates of Credit Liabilities) under this paragraph (athe proceeds to be so expended), and ; provided that if the Commitments shall not be property subject to automatic reductionsuch Casualty Event constituted Pledged Collateral under any Security Document, until then all property purchased with the aggregate amount Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Document in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties thereunder; provided, further that if such Net Available Cash Proceeds that must are not used to so repair, restore or replace such property within such 180-day period, 100% of such Net Cash Proceeds shall immediately be prepaid under this paragraph (a) (reduced by applied to prepay the Swingline Loan and Working Capital Loans in accordance with Section 4.4.2. In the event the amount of such Net Available Cash Proceeds that has previously been to be applied to the prepayment of the Swingline Loan and the Working Capital Loans or reduction exceeds the sum of Commitments hereunder as a result of previous Casualty Events) exceeds $10,000,000the then outstanding Swingline Loan plus the Working Capital Loans, the Company may use such excess in any manner not prohibited by the Credit Documents.

Casualty Events. Upon Within thirty Business Days after any Credit Party receives any Net Proceeds of any Casualty Event, Xerox shall prepay an aggregate amount equal to the date 270 days following the receipt by --------------- any Borrower or any Applicable Percentage of its Subsidiaries such Net Proceeds as follows: first, an outstanding principal amount of the proceeds Tranche C Term Loans until the Tranche C Term Loans are paid in full, second, an outstanding principal amount of insurancethe Tranche A Term Loans and the Tranche B Term Loans, condemnation award allocated ratably based on outstanding principal amount, until such Loans have been paid in full (which payment shall be applied in direct order of maturity as set forth in Section 2.09(c)) and third, an outstanding principal amount of the Revolving Loans (and in connection with any prepayment pursuant to this clause third the Revolving Commitments shall be permanently reduced (but not to an amount less than $1,000,000,000) by an amount equal to the amount of such prepayment plus, if the amount of Net Proceeds available after application pursuant to clauses first and second exceeds the outstanding principal amount of the Revolving Loans, the amount of such excess); provided that, if Xerox shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that (A) such Credit Party intends to apply the Net Proceeds from such event (or other compensation a portion thereof specified in such certificate), within 360 days after receipt of such Net Proceeds, to repair, restore or replace the property with respect to which such Net Proceeds were received, (B) if such property is to be replaced, the property acquired to replace it will be included in the Collateral at least to the extent that the property to be replaced was included therein and (C) no Event of Default has occurred and is continuing, then no prepayment will be required pursuant to this subsection in respect of any Casualty Event affecting any Property of any of the Borrowers or any of their Subsidiaries such Net Proceeds (or upon the portion of such earlier date as the Borrowers or Net Proceeds specified in such certificate, if applicable) except that, if any such SubsidiaryNet Proceeds have not been so applied by the end of such 360-day period, as a prepayment will be required at that time in an amount equal to the case may be, shall amount of such Net Proceeds that have determined not been so applied (unless a binding commitment with a third party to repair or replace the Property affected by such Casualty Eventapplicable asset is in effect), the Borrowers shall prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (f) 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 (e) of this Section 2.10. Notwithstanding the foregoing, if the Borrowers Net Proceeds of any Casualty Event are less than $75,000,000, Xerox shall not be required to make any prepayment (and/or provide cover for Letter of Credit Liabilitiespursuant to this Section 2.10(b)(iii) under this paragraph (a), and the Commitments shall not be subject to automatic reduction, until the aggregate amount Net Proceeds of Casualty Events not so applied equal or exceed $75,000,000. Such prepayment shall be made together with accrued interest thereon to the Net Available Proceeds that must be prepaid date of prepayment and all amounts then owing under this paragraph (a) (reduced by the amount Section 2.15 in respect 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) exceeds $10,000,000prepayment.

Casualty Events. Upon the date 270 days Not later than one Business Day following the receipt by --------------- any Borrower or any of its Subsidiaries of the proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event affecting any Property net cash proceeds (whether or not otherwise constituting Net Cash Proceeds) in excess of any of the Borrowers or any of their Subsidiaries (or upon such earlier date as the Borrowers or any such Subsidiary, as the case may be, shall have determined not to repair or replace the Property affected by such $250,000 from a Casualty Event), the Borrowers shall prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (f) below)Borrower shall, and shall cause the Commitments shall be subject other Loan Parties, to automatic reduction, in apply an aggregate amount, if any, amount equal to 100% of the Net Available Cash Proceeds of such Casualty Event not theretofore applied (or committed to be applied make prepayments required pursuant to executed construction contracts Section 2.10(b)(iii), 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 that a Cash Dominion Trigger Event has occurred and is continuing, in paragraph (eaccordance with Section 2.10(j); provided that subject to Section 2.10(g) and so long as no Event of this Section 2.10. Notwithstanding the foregoingDefault shall then exist or arise therefrom, the Borrowers such proceeds shall not be required to make be so applied on such date to the extent that (A) Borrower shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to repair, replace or restore any prepayment Property the subject of a Casualty Event (and/or which Officer’s Certificate shall set forth the estimates of the proceeds to be so expended) and (B) the Administrative Agent shall have determined that (i) such proceeds, together with Borrower’s cash on hand (or reasonably projected to be on hand) and Excess Availability shall be adequate to enable Borrower to complete any such repairs, replacements, or restorations to any such Property and that such repairs, replacements and restorations shall be completed within 360 days after the receipt of such proceeds and (ii) such Property, after the completion of such repairs, replacements or restorations, shall provide cover for Letter of Credit Liabilities) under this paragraph (a), and the Commitments shall not be Companies with substantially similar or greater benefits as were provided by the Property subject to automatic reductionsuch Casualty Event; provided that if the Property subject to such Casualty Event constituted Collateral under the Security Documents, until then all Property purchased with the aggregate amount Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the Net Available Proceeds that must be prepaid under this paragraph (a) (reduced by applicable Security Documents in favor of the amount Collateral Agent, for its benefit and for the benefit 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) exceeds $10,000,000.other Secured Parties in accordance with Sections 5.11 and 5.12;

Casualty Events. Upon After the date 270 days following the receipt by --------------- any Borrower or any of its Subsidiaries of the proceeds of insurance, condemnation award or other compensation in respect occurrence of any Casualty Event affecting (other than any Casualty Event with respect only to Property covered by the Mortgages) resulting in a loss in excess of any $500,000, the Company shall give prompt notice thereof to the Administrative Agent and the Lenders. If no Default has occurred and is continuing, the Company may, at its option, to be exercised by delivery of notice to the Borrowers or any Administrative Agent and the Lenders within four months of their Subsidiaries such Casualty Event, elect to apply the Net Available Proceeds of such Casualty Event to either (or upon such earlier date as i) the Borrowers or any such Subsidiary, as the case may be, shall have determined not to repair or replace replacement of the Property affected by such Casualty Event), thereby or (ii) the Borrowers shall prepay prepayment of the Loans (and/or provide the provision of cover for Letter of Credit Liabilities as specified in paragraph (fg) 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 ordersthis Section 2.10) 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 (ef) of this Section 2.10. Notwithstanding If a Default has occurred and is continuing, or if the foregoing, the Borrowers shall not be required Company fails to make such an election within four months from the date of any such Casualty Event, such Net Available Proceeds shall automatically be applied to the prepayment of the Loans in the manner and to the extent specified in paragraph (f) of this Section 2.10 (and/or provide the provision of cover for Letter of Credit Liabilities) under this Liabilities as specified in paragraph (ag) of this Section 2.10), and . If the Commitments shall not be Company elects to so repair or replace the Property subject to automatic reductionsuch Casualty Event, until the aggregate amount of the Net Available Proceeds that must of such Casualty Event in excess of $500,000 shall be prepaid under this paragraph (a) (reduced held by the amount of Administrative Agent to be applied to such repair or replacement and advanced to the Company in periodic installments upon compliance by the Company with such reasonable conditions as may be imposed by the Administrative Agent, including, but not limited to, reasonable retentions and lien releases. Interest, if any, actually earned on any Net Available Proceeds held by the Administrative Agent shall be credited to such Net Available Proceeds that has previously been applied to Proceeds, for the prepayment benefit of Loans or reduction of Commitments hereunder as a result of previous Casualty Events) exceeds $10,000,000the Company.

Casualty Events. Upon the date 270 days Not later than five (5) Business Days following the receipt of any Net Cash Proceeds from a Casualty Event by --------------- any the Borrower or any of its Subsidiaries in excess of the proceeds of insurance, condemnation award or other compensation $5,000,000 in respect of any Casualty Event affecting any Property of any of the Borrowers or any of their Subsidiaries (or upon such earlier date as the Borrowers or any such Subsidiary, as the case may be, shall have determined not to repair or replace the Property affected by such Casualty Event)fiscal year, the Borrowers Borrower shall prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (f) below), and the Commitments shall be subject to automatic reduction, make prepayments in an aggregate amount, if any, amount equal to 100% of the such Net Available Proceeds of such Casualty Event not theretofore applied (Cash Proceeds; provided that so long as no Default shall have occurred and be continuing or committed to be applied pursuant to executed construction contracts or equipment orders) to the repair or replacement of such Propertyarise therefrom, such prepayment to be effected in each case in the manner and to the extent specified in paragraph (e) of this Section 2.10. Notwithstanding the foregoing, the Borrowers proceeds shall not be required to make any prepayment be so applied on such date to the extent that Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds (and/or provide cover for Letter of Credit Liabilities) under this paragraph (aor a portion thereof), and in the Commitments shall not be subject to automatic reduction, until the aggregate amount good faith judgment of senior management of the Borrower, are intended to be used to repair, replace or restore any property in respect of which such Net Available Cash Proceeds were paid or to reinvest in other assets useful for the business of the Borrower or any other Loan Party, no later than 12 months following the date of receipt of such proceeds; provided further, that must be prepaid under this paragraph (a) (reduced by the amount if all or any portion of such Net Available Cash Proceeds that has previously is not so reinvested within such 12-month period (or if committed to be reinvested within such 12-month period, have not been applied within 180 days of the end of such 12-month period) or if at any time prior thereto senior management of the Borrower determines that any such any such Net Cash Proceeds are no longer intended or cannot be so reinvested, such unused portion shall be applied on the last day of such period or the date of such determination as a mandatory prepayment as provided in this Section 2.11(e); provided still further, 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 prepayment Lien of Loans or reduction the applicable Security Documents in favor of Commitments hereunder as a result the Administrative Agent, for its benefit and for the benefit of previous Casualty Events) exceeds $10,000,000the other Secured Parties in accordance with Section 5.10.

Casualty Events. Upon the date 270 days Not later than ten (10) Business Days following the receipt by --------------- any Borrower or any of its Subsidiaries of the proceeds of insurance, condemnation award or other compensation in respect of any Net Cash Proceeds from a Casualty Event affecting by any Property of any of the Borrowers or any of their Subsidiaries (or upon such earlier date as the Borrowers or any such Subsidiary, as the case may be, shall have determined not to repair or replace the Property affected by such Casualty Event)Group Member, the Borrowers Borrower shall prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (f) below), and the Commitments shall be subject to automatic reduction, in apply an aggregate amount, if any, amount equal to 100% of the such Net Available Cash Proceeds to make prepayments in accordance with Section 2.10(i) and (j); provided that (i) no such prepayment shall be required under this clause (e) (A) with respect to any disposition of such Casualty Event not theretofore applied property which constitutes an Asset Sale, or (or committed to be applied pursuant to executed construction contracts or equipment ordersB) 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 (e) of this Section 2.10. Notwithstanding the foregoing, the Borrowers 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 Net Cash Proceeds from all such Casualty Events, together with Asset Sales, do not exceed the Asset Sale/Casualty Event Threshold; provided that, only such Excess Net Available Cash Proceeds shall subject to this Section 2.10(e)), (ii) so long as no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower shall have notified the Administrative Agent on or prior to such date stating that such proceeds in excess of the Asset Sale/Casualty Event Threshold are expected (x) to be 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 assets that are otherwise used or useful in the business of the Group Members (including pursuant to a Permitted Acquisition, investment or Capital Expenditure), or (y) to be contractually committed to be so reinvested, in each case, no later than 15 months (or within 21 months following receipt thereof if such contractual commitment to reinvest has been entered into within 15 months following receipt thereof) following the date of receipt of such proceeds; and (iii) if all or any portion of such Excess Net Cash Proceeds that must are the subject of a notice delivered pursuant to clause (i) immediately above is neither reinvested nor contractually committed to be prepaid under this paragraph so reinvested within such 15 month period (aor is not actually reinvested within such additional six (6) month period, if applicable), such unused portion shall be applied within ten (reduced by 10) Business Days after the amount last day of such Net Available Proceeds that has previously been applied to the prepayment of Loans or reduction of Commitments hereunder period as a result of previous Casualty Events) exceeds $10,000,000.mandatory prepayment as provided in this Section 2.10(e). (f)

Casualty Events. Upon the date 270 days following the Promptly, and in any event within two (2) Business Days of receipt by --------------- any the Borrower or any of its Subsidiaries of the proceeds of insurance, condemnation award or other compensation in respect of any Net Cash Proceeds from any Casualty Event affecting any Property of any of the Borrowers or any of their Subsidiaries (or upon such earlier date as the Borrowers or any such Subsidiary, as the case may be, shall have determined not to repair or replace the Property affected by such Casualty Event), the Borrowers Borrower shall be required to prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (f) below), and the Commitments shall be subject to automatic reduction, Notes issued by it in an aggregate amount, if any, amount equal to 100% of the Net Available Cash Proceeds received by such Person in connection with such Casualty Event; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) the Borrower shall have given the Purchasers at least five (5) Business Days’ prior written notice of the Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such Casualty Event 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 Permitted Liens) and (D) the Borrower or its Subsidiaries, as applicable, actually applies such monies to and completes 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 theretofore applied to exceed $100,000 (or committed with any Net Cash Proceeds in excess of $100,000 to be applied pursuant to executed construction contracts or equipment ordersprepay the Notes) to the repair or costs of replacement of the assets that are the subject of such Property, such prepayment to be effected in each case Casualty Event or the costs of purchase or construction of other assets useful in the manner business of the Borrower unless and to the extent specified that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in paragraph which case, any amounts remaining in the deposit account referred to in clause (eC) above shall be immediately paid to the Purchasers and applied in prepayment of the Notes in accordance with Section 3.3. Nothing contained in this Section 2.10. Notwithstanding 3.2(c) shall permit the foregoing, the Borrowers shall not be required Borrower or any Subsidiary to make sell or otherwise dispose of 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) exceeds $10,000,000assets other than in accordance with Section 9.4.

Casualty Events. Upon On the date 270 days following (or next Business Day if such date is not a Business Day) on which the receipt by --------------- any Parent Guarantor, the Borrower or any of its Subsidiaries Subsidiary of the proceeds of insurance, condemnation award or other compensation in respect of Parent Guarantor receives any Net Cash Proceeds from any Casualty Event affecting any with respect to Property of any of pledged pursuant to the Borrowers or any of their Subsidiaries (or upon such earlier date as the Borrowers or any such Subsidiary, as the case may be, shall have determined not to repair or replace the Property affected by such Casualty Event)Security Agreement, the Borrowers Parent Guarantor and the Borrower shall prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (f) below), and the Commitments shall be subject to automatic reduction, in an aggregate amount, if any, principal amount equal to 100% of the such Net Available Cash Proceeds; provided, however, that so long as no Event of Default or Potential Event of Default then exists and such Net Cash Proceeds of such Casualty Event do not theretofore applied (or committed to be applied pursuant to executed construction contracts or equipment orders) to the repair or replacement of such Propertyexceed $1.0 million, such prepayment to be effected in each case in the manner and to the extent specified in paragraph (e) of this Section 2.10. Notwithstanding the foregoing, the Borrowers Net Cash Proceeds shall not be required to make any prepayment (and/or provide cover for Letter of Credit Liabilities) under this paragraph (a), be so applied on such date to the extent that the Parent Guarantor and the Commitments Borrower have delivered an Officers' Certificate to the Lenders on or prior to such date stating that such proceeds shall not be subject used to automatic reduction(1) repair, until replace or restore any Property in respect of which such Net Cash Proceeds were paid or (2) fund the aggregate amount expansion or substitution of other Property used or usable in the business of the Parent Guarantor, the Borrower and the Subsidiaries of the Parent Guarantor, in each case within 180 days following the date of the receipt of such Net Available Proceeds Cash Proceeds; provided, further, however, that must be prepaid under this paragraph (ai) (reduced by if the amount of such Net Available Cash Proceeds that has previously been exceeds $1.0 million, then the entire amount and not just the portion in excess of $1.0 million shall be applied and (ii) if all or any portion of such Net Cash Proceeds not required to be applied to the prepayment of the Loans or reduction pursuant to the preceding proviso is not so used within 180 days after the date of Commitments hereunder the receipt of such Net Cash Proceeds, such remaining portion shall be applied on the last Business Day of such period as a result specified in subsection (iii) of previous Casualty Events) exceeds $10,000,000.this Section 2.5A. 40 33