Common use of Dispositions and Casualty Events Clause in Contracts

Dispositions and Casualty Events. If any Consolidated Company Disposes of any property (other than any Dispositions permitted pursuant to Section 7.05(a) (to the extent the aggregate Net Cash Proceeds thereof do not exceed $1,000,000), (b), (c), (d), (e), (f), (g), (i)(ii), (i)(iii) or (i)(iv)), suffers any casualty event or receives any business interruption insurance proceeds, in any event which results in the realization by such Consolidated Company of Net Cash Proceeds in excess of $1,000,000 in any fiscal year (in the aggregate for all such Dispositions), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds received by such Consolidated Company within five Business Days of receipt thereof (such prepayments to be applied as set forth in clause (iv) below); provided, however, that, (A) with respect to any Net Cash Proceeds realized by such Consolidated Company (other than any business interruption insurance proceeds), so long as no Event of Default shall have occurred and be continuing, such Consolidated Company may reinvest all or any portion of such Net Cash Proceeds in operating assets (and transaction expenses associated with the acquisition thereof), so long as within 270 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or such reinvestment is subject to a binding written agreement with a third party which is not an Affiliate of the Borrower which agreement was entered into during such 270-day time period and which reinvestment is consummated within 120 days after such 270-day period expires (as certified by the Borrower in writing to the Administrative Agent upon request of any Lender); and (B) any Net Cash Proceeds received by such Consolidated Company not so reinvested shall thereafter be promptly applied to the prepayment of the Loans as set forth in this clause (i).

Dispositions and Casualty Events. If any Consolidated Company Disposes In the event of any property (other than any Dispositions permitted Disposition pursuant to Section 7.05(a) (to the extent the aggregate Net Cash Proceeds thereof do not exceed $1,000,0008.2.7(j), (b), (c), (d), (e), (f), (g), (i)(ii), (i)(iiil) or (i)(iv)), suffers m) [Dispositions] or any casualty event or receives any business interruption insurance proceeds, in any event Casualty Event which results in the realization receipt by such Consolidated Company the Borrower or any Restricted Subsidiary of any Net Cash Proceeds in excess of $1,000,000 in any fiscal year (in the aggregate for all such Dispositions)Proceeds, the Borrower shall prepay within five (5) Business Days following the receipt by the Borrower or a Restricted Subsidiary of such Net Cash Proceeds apply an aggregate principal amount of Loans equal to (x) 100% of such Net Cash Proceeds received of any Disposition by or Casualty Event of a Loan Party or (y) 100% of such Consolidated Company within five Business Days Net Cash Proceeds of receipt thereof (any Disposition by or Casualty Event of any Specified DevCo or any other non-wholly owned Restricted Subsidiary multiplied by the percentage of outstanding Equity Interests of such prepayments Specified DevCo or such other non-wholly owned Restricted Subsidiary then held by the Loan Parties, in each case to be applied as set forth in clause (iv) below)the prepayment of Revolving Loans; provided, however, provided that, (A) as long as no Potential Default or Event of Default has occurred and is continuing at such time, with respect to any such Net Cash Proceeds realized by such Consolidated Company (Proceeds, at the election of the Borrower, the applicable Loan Party, Specified DevCo or other than any business interruption insurance proceeds), so long as no Event of Default shall have occurred and be continuing, such Consolidated Company non-wholly owned Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets within twelve (and transaction expenses associated with the acquisition thereof), so long as within 270 days after the 12) months of receipt of such Net Cash ProceedsProceeds in assets (other than cash, such reinvestment shall have been consummated or such reinvestment is subject Temporary Cash Investments and current assets (except for current assets acquired as part of a business)) held and to a binding written agreement with a third party which is not an Affiliate be used in the Permitted Business of the Borrower which agreement was entered into during such 270-day time period Loan Parties (or, in the case of clause (y) above, held and which reinvestment is consummated within 120 days after such 270-day period expires (as certified to be used in the Permitted Business by the Borrower in writing to Loan Parties or the Administrative Agent upon request applicable Specified DevCos or non-wholly owned Restricted Subsidiary that made such Disposition or was the subject of any Lendersuch Casualty Event); and (B) provided further that if any portion of such Net Cash Proceeds received by such Consolidated Company are not so reinvested used prior to the expiration of such 12-month period, such portion shall thereafter thereupon be promptly immediately applied to the prepayment of the Loans as set forth in Section 5.6.4(e) [Application of Payments] below. Notwithstanding the foregoing, the requirements of this clause Section 5.6.4(c) shall not apply with respect to an aggregate of $10,000,000 of Net Cash Proceeds from Dispositions pursuant to Section 8.2.7(j), (i)l) or (m) [Dispositions] and Casualty Events occurring in the same fiscal year.

Dispositions and Casualty Events. If any Consolidated Company Loan Party or any of its Material Domestic Subsidiaries Disposes of any property or assets (other than any Dispositions permitted pursuant to Section 7.05(a) (to the extent the aggregate Net Cash Proceeds thereof do not exceed $1,000,000), (b), (cby Sections 7.05(b), (d), (e), ) or (f), (g), (i)(ii), (i)(iii) or (i)(iv)), suffers any casualty event or receives any business interruption insurance proceeds, in any event which results in the realization by such Consolidated Company of Net Cash Proceeds in excess of $1,000,000 in any fiscal year (in the aggregate for all such Dispositions)a Casualty Event occurs, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds on or prior to the date which is three Business Days after receipt of such Net Cash Proceeds received by such Consolidated Company within five Business Days of receipt thereof Person (such prepayments payments to be applied as set forth in clause (ive) below); provided, however, that, (A) with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(a)(ii)(B) or as a result of a Casualty Event, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Consolidated Company (other than any business interruption insurance proceedsDisposition), and so long as no Event of Default shall have occurred and be continuing, such Consolidated Company Loan Party or such Material Domestic Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets (and transaction expenses associated with the acquisition thereof), so long as within 270 days after the receipt of such Net Cash Proceeds, a definitive agreement relating to such reinvestment purchase shall have been consummated or such reinvestment is subject to a binding written agreement with a third party which is not an Affiliate of the Borrower which agreement was entered into during such 270-day time period and which reinvestment is consummated within 120 days after such 270-day period expires executed (as certified by the Borrower in writing to the Administrative Agent upon request of any Lender)Agent) and such acquisition agreement shall have closed within 120 days thereafter; and (B) provided further, however, that any Net Cash Proceeds received by such Consolidated Company not so reinvested shall thereafter be promptly immediately applied to the prepayment of the Loans as set forth in this clause (iSection 2.05(a)(ii)(B).

Dispositions and Casualty Events. If Within 5 Business Days of receipt by the Borrower or any Consolidated Company Disposes of its Subsidiaries of any property (other than cash proceeds from any Dispositions permitted pursuant Disposition or Casualty Event, then, unless the Borrower shall have delivered a Reinvestment Notice in Term Loan Agreement respect thereof to Section 7.05(a) (the Administrative Agent, to the extent the aggregate Net Cash Proceeds thereof do not exceed $1,000,000)of such Disposition or Casualty Event, (b)as the case may be, (c), (d), (e), (f), (g), (i)(ii), (i)(iii) or (i)(iv)), suffers any casualty event or receives any business interruption insurance proceeds, in any event which results in when combined with the realization by such Consolidated Company of Net Cash Proceeds of all other Dispositions and Casualty Events occurring during the then current fiscal year as to which a prepayment has not yet been made under this clause (iii), are in excess of $1,000,000 in any fiscal year (in the aggregate for all such Dispositions)5,000,000, the Borrower shall prepay the Loans in an aggregate principal amount of Loans equal to 100% that portion of such the Net Cash Proceeds received by of such Consolidated Company within five Business Days Disposition or Casualty Event, as the case may be, and such prior Dispositions and Casualty Events in excess of receipt thereof ($5,000,000, such prepayments prepayment to be applied as set forth effected in each case to the extent specified in clause (ivv) below)of this paragraph; providedprovided that in the case of any Disposition or Casualty Event as to which the Borrower shall have delivered a Reinvestment Notice, howeverthereafter on each Reinvestment Prepayment Date, that, (A) an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of Loans solely to the extent specified in clause (v) of this paragraph. Nothing in this paragraph shall be deemed to limit any Net Cash Proceeds realized by such Consolidated Company (other than any business interruption insurance proceeds), so long as no Event of Default shall have occurred and be continuing, such Consolidated Company may reinvest all or any portion of such Net Cash Proceeds in operating assets (and transaction expenses associated with the acquisition thereof), so long as within 270 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or such reinvestment is subject to a binding written agreement with a third party which is not an Affiliate obligation of the Borrower which agreement was entered into during such 270-day time period and which reinvestment is consummated within 120 days after such 270-day period expires (as certified or any of its Subsidiaries pursuant to any of the Security Documents to remit to a collateral or similar account maintained by the Borrower Collateral Agent pursuant to any of the Security Documents the proceeds of insurance, condemnation award or other compensation received in writing respect of any Casualty Event affecting any property to the Administrative Agent upon request of any Lender); and (B) any Net Cash Proceeds received extent required by such Consolidated Company not so reinvested shall thereafter be promptly applied to the prepayment of the Loans as set forth in this clause (i)terms thereof.

Dispositions and Casualty Events. If The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Consolidated Company Disposes of Loan Party or any property Material Domestic Subsidiary from all Dispositions (other than any Dispositions permitted pursuant to Section by Sections 7.05(a) (to the extent the aggregate Net Cash Proceeds thereof do not exceed $1,000,000), (b), (cc)(i), (c)(ii), (d), ) or (e), (f), (g), (i)(ii), (i)(iii) or Casualty Events within three (i)(iv)), suffers any casualty event or receives any business interruption insurance proceeds, in any event which results in 3) Business Days of the realization by such Consolidated Company of Net Cash Proceeds in excess of $1,000,000 in any fiscal year (in the aggregate for all such Dispositions), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% receipt of such Net Cash Proceeds received by such Consolidated Company within five Business Days of receipt thereof (such prepayments to be applied as set forth in clause (iv) below)Person; provided, however, that, (A) with respect to any Net Cash Proceeds realized by such Consolidated Company (other than any business interruption insurance proceeds), that so long as no Event of Default shall have occurred and be continuing, such Consolidated Company may reinvest Net Cash Proceeds shall not be required to be so applied at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets (and transaction expenses associated with including the acquisition thereofconstruction of any such assets or to improve, enlarge, develop, re-construct or repair the affected asset or any combination of the foregoing), in each case so long as within 270 days after the receipt of such Net Cash Proceeds, a definitive agreement relating to such reinvestment purchase shall have been consummated or such reinvestment is subject to a binding written agreement with a third party which is not an Affiliate of the Borrower which agreement was entered into during such 270-day time period and which reinvestment is consummated within 120 days after such 270-day period expires executed (as certified by the Borrower in writing to the Administrative Agent upon request of any Lender)Agent) and such acquisition agreement shall have closed within 120 days thereafter; and (B) any provided that, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations; provided further, that, notwithstanding the foregoing, no such prepayment shall be required if the aggregate Net Cash Proceeds received by in any Fiscal Year from Dispositions and Casualty Events is less than $2,500,000 (and any prepayment shall only be with respect to Net Cash Proceeds in excess of $2,500,000 in such Consolidated Company not so reinvested shall thereafter be promptly applied to the prepayment of the Loans as set forth in this clause (iFiscal Year).,

Dispositions and Casualty Events. If (i) If, at any Consolidated Company Disposes time or from time to time, the Borrower or any of its Subsidiaries shall receive Net Proceeds from any property Disposition (other than any Dispositions Disposition permitted pursuant to Section 7.05(a) under clauses (to the extent the aggregate Net Cash Proceeds thereof do not exceed $1,000,000i), (bii), (civ), (dv), (e), vi) and (f), (g), (i)(ii), (i)(iiiviii) or (i)(iv)), suffers any casualty event or receives any business interruption insurance proceeds, in any event which results in the realization by such Consolidated Company of Net Cash Proceeds in excess of $1,000,000 in any fiscal year (in the aggregate for all such DispositionsSection 8.05(c) hereof), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% shall, within 365 days after receipt of such Net Cash Proceeds received (subject to the proviso below, if such proceeds have not been applied by such Consolidated Company within five Business Days 365th day, then on such 365th day) unless the Borrower shall have used all or a portion of receipt thereof (such prepayments proceeds to consummate an Acquisition, apply or cause to be applied (as set forth provided in clause Section 2.09(c) hereof) to the prepayment of principal of the Loans (ivand/or to provide cover for LC Exposure as specified in Section 2.10(k) below)hereof) in an amount equal to the lesser of (i) the amount of such Net Proceeds or (ii) the amount thereof remaining after the consummation of such Acquisition; provided, however, that, (A) PROVIDED that if on such 365th day such proceeds have not been so used but the Borrower or any of its Subsidiaries shall have entered into an agreement with respect to any Net Cash Proceeds realized by an Acquisition, then, within 90 days thereafter, the Borrower or such Consolidated Company (other than any business interruption insurance proceeds), so long as no Event of Default shall have occurred and be continuing, such Consolidated Company Subsidiary may reinvest use all or a portion of such Net Proceeds (but not in excess of the aggregate amount of all cash consideration and all cash costs and expenses in respect of such Acquisition) to consummate such Acquisition, and any portion of such Net Cash Proceeds in operating assets (and transaction expenses associated with the acquisition thereof), so long as within 270 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or such reinvestment is subject to a binding written agreement with a third party which is not an Affiliate of the Borrower which agreement was entered into during such 270-day time period and which reinvestment is consummated within 120 days after such 270-day period expires (as certified by the Borrower in writing to the Administrative Agent upon request of any Lender); and (B) any Net Cash Proceeds received by such Consolidated Company not so reinvested used shall thereafter be promptly applied to the prepayment of prepay the Loans (and/or to provide cover for LC Exposure as set forth specified in this clause (i)Section 2.10(k) hereof) in as provided herein.

Dispositions and Casualty Events. If The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Consolidated Company Disposes of Loan Party or any property Material Domestic Subsidiary from all Dispositions (other than any Dispositions permitted pursuant to Section by Sections 7.05(a) (to the extent the aggregate Net Cash Proceeds thereof do not exceed $1,000,000), (b), (cc)(i), (c)(ii), (d), (e), (f), ) or (g), (i)(ii), (i)(iii) or Casualty Events within three (i)(iv)), suffers any casualty event or receives any business interruption insurance proceeds, in any event which results in 3) Business Days of the realization by such Consolidated Company of Net Cash Proceeds in excess of $1,000,000 in any fiscal year (in the aggregate for all such Dispositions), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% receipt of such Net Cash Proceeds received by such Consolidated Company within five Business Days of receipt thereof (such prepayments to be applied as set forth in clause (iv) below)Person; provided, however, that, (A) with respect to any Net Cash Proceeds realized by such Consolidated Company (other than any business interruption insurance proceeds), that so long as no Event of Default shall have occurred and be continuing, such Consolidated Company may reinvest Net Cash Proceeds shall not be required to be so applied at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in operating assets (and transaction expenses associated with including the acquisition thereofconstruction of any such assets or to improve, enlarge, develop, re- construct or repair the affected asset or any combination of the foregoing), in each case so long as within 270 days after the receipt of such Net Cash Proceeds, a definitive agreement relating to such reinvestment purchase shall have been consummated or such reinvestment is subject to a binding written agreement with a third party which is not an Affiliate of the Borrower which agreement was entered into during such 270-day time period and which reinvestment is consummated within 120 days after such 270-day period expires executed (as certified by the Borrower in writing to the Administrative Agent upon request of any Lender)Agent) and such acquisition agreement shall have closed within 120 days thereafter; and (B) any provided that, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations; provided further, that, notwithstanding the foregoing, no such prepayment shall be required if the aggregate Net Cash Proceeds received by in any Fiscal Year from Dispositions and Casualty Events is less than $2,500,000 (and any prepayment shall only be with respect to Net Cash Proceeds in excess of $2,500,000 in such Consolidated Company not so reinvested shall thereafter be promptly applied to the prepayment of the Loans as set forth in this clause (iFiscal Year).,

Dispositions and Casualty Events. If any Consolidated Company Disposes Loan Party or any of any property (other than any Dispositions permitted pursuant to Section 7.05(a) (to the extent the aggregate Net Cash Proceeds thereof do not exceed $1,000,000), (b), (c), (d), (e), (f), (g), (i)(ii), (i)(iii) or (i)(iv)), suffers any casualty event or its Subsidiaries receives any business interruption insurance proceeds, in any event which results in the realization by such Consolidated Company of Net Cash Proceeds in respect of (A) any Dispositions of Collateral pursuant to Section 10.10(e) in excess of $1,000,000 in any fiscal year (1,500,000 in the aggregate for all in any calendar year or any Disposition not permitted under this Agreement or (B) any Casualty Event with respect to Collateral, then, within five (5) Business Days of receipt of such Dispositions)Net Cash Proceeds, the Borrower shall prepay an aggregate the principal amount of the Loans in an amount equal to 100% of such Net Cash Proceeds received by such Consolidated Company within five Business Days of receipt thereof (such prepayments in accordance with Section 3.04(c)(vi); provided that, the Borrower shall immediately deposit or cause to be applied as set forth deposited such Net Cash Proceeds into a Deposit Account subject to a Control Agreement until application in clause (iv) below)accordance herewith; and provided, howeverfurther, that, in the case of any Casualty Event in respect of Collateral, upon written notice by the Borrower to the Administrative Agent not more than five (A5) with respect to any Net Cash Proceeds realized by such Consolidated Company (other than any business interruption insurance proceeds), so long as no Event of Default shall have occurred and be continuing, such Consolidated Company may reinvest all or any portion Business Days following receipt of such Net Cash Proceeds from such Disposition or Casualty Event, such Net Cash Proceeds shall be excluded from the prepayment requirements of this Section 3.04(c)(i) if (x) the Borrower shall deliver to the Administrative Agent a certificate to the effect that the Borrower intends to apply the Net Cash Proceeds from such Disposition or Casualty Event (or a portion thereof specified in operating assets such notice) to reinvest such Net Cash Proceeds in the business of the Loan Parties and/or restore or replace any Collateral affected by such Casualty Event, within 365 days after receipt of such Net Cash Proceeds (any such event, a “Reinvestment”), and transaction expenses associated certifying therein that (1) no Event of Default exists prior to giving such notice and prior to or after giving effect to such Reinvestment and (2) before and after giving effect to such Reinvestment, the Borrower shall be in pro forma compliance with the acquisition thereof)Financial Covenant and setting forth reasonably detailed calculations demonstrating such pro forma compliance, so long as and (y) within 270 365 days after from the date of receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or such reinvestment is subject to a binding written agreement with a third party which is not an Affiliate of the Borrower which agreement was entered into during such 270-day time period and which reinvestment is consummated within 120 days after such 270-day period expires (as certified by the Borrower in writing to the Administrative Agent upon request of any Lender); and (B) any Net Cash Proceeds received by such Consolidated Company not so reinvested shall thereafter be promptly are applied to such Reinvestment; provided, further, however, that the amount of such Net Cash Proceeds (i) that the Borrower or the applicable Loan Party or Subsidiary of any Loan Party shall have determined not to, or shall have otherwise ceased to, or is not able to, by operation of contract or law or otherwise (including not being able to make the certifications required pursuant to this clause (i) above), apply toward a Reinvestment or (ii) that have not been so applied toward a Reinvestment by the end of such 365-day period, in each case shall be applied to a mandatory prepayment of the Loans as set forth in pursuant to this clause (iSection 3.04(c)(i).

Dispositions and Casualty Events. If (i) If, at any Consolidated Company Disposes time or from time to time, the Borrower or any of its Subsidiaries shall receive Net Proceeds from any property Disposition (other than any Dispositions Disposition permitted pursuant to Section 7.05(a) under clauses (to the extent the aggregate Net Cash Proceeds thereof do not exceed $1,000,000i), (bii), (civ), (dv), (e), (f), (g), (i)(ii), (i)(iiivii) or (i)(iv)), suffers any casualty event or receives any business interruption insurance proceeds, in any event which results in the realization by such Consolidated Company viii) of Net Cash Proceeds in excess of $1,000,000 in any fiscal year (in the aggregate for all such DispositionsSection 8.05(c) hereof), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% shall, within 365 days after receipt of such Net Cash Proceeds received (subject to the proviso below, if such proceeds have not been applied by such Consolidated Company within five Business Days 365th day, then on such 365th day) unless the Borrower shall have used all or a portion of receipt thereof (such prepayments proceeds for a Permitted Usage, apply or cause to be applied as set forth to the prepayment of principal of the Term Loans and Incremental Term Loans in clause an amount equal to the lesser of (ivi) below)the amount of such Net Proceeds or (ii) the amount thereof remaining after application to such Permitted Usage, in each case in the manner and to the extent specified in paragraph (d) of this Section 2.09; provided, however, that, (A) PROVIDED that if on such 365th day such proceeds have not been so used but the Borrower or any of its Subsidiaries shall have entered into an agreement with respect to any Net Cash Proceeds realized Permitted Usage, then unless within 180 days thereafter the Borrower or such Subsidiary shall use, or be obligated by such Consolidated Company agreement to use, all or a portion of such Net Proceeds for such Permitted Usage (other than any business interruption insurance proceedsbut not in excess of the aggregate amount of all cash consideration and all cash costs and expenses in respect of such Permitted Usage), so long as no Event of Default shall have occurred and be continuing, such Consolidated Company may reinvest all or any portion of such Net Cash Proceeds not so used (or obligated to be so used) shall be applied to prepay the Term Loans and the Incremental Term Loans in operating assets (the manner and transaction expenses associated with the acquisition thereof), so long as within 270 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or such reinvestment is subject to a binding written agreement with a third party which is not an Affiliate of the Borrower which agreement was entered into during such 270-day time period and which reinvestment is consummated within 120 days after such 270-day period expires (as certified by the Borrower in writing to the Administrative Agent upon request extent specified in paragraph (d) of any Lender); and (B) any Net Cash Proceeds received by such Consolidated Company not so reinvested shall thereafter be promptly applied to the prepayment of the Loans as set forth in this clause (i)Section 2.09.

Dispositions and Casualty Events. If Within 5 Business Days of receipt by the Borrower or any Consolidated Company Disposes of its Subsidiaries of any property (other than cash proceeds from any Dispositions permitted pursuant Disposition or Casualty Event, then, unless the Borrower shall have delivered a Reinvestment Notice in respect thereof to Section 7.05(a) (the Administrative Agent, to the extent the aggregate Net Cash Proceeds thereof do not exceed $1,000,000)of such Disposition or Casualty Event, (b)as the case may be, (c), (d), (e), (f), (g), (i)(ii), (i)(iii) or (i)(iv)), suffers any casualty event or receives any business interruption insurance proceeds, in any event which results in when combined with the realization by such Consolidated Company of Net Cash Proceeds of all other Dispositions and Casualty Events occurring during the then current fiscal year as to which a prepayment has not yet been made under this clause (v), are in excess of $1,000,000 in any fiscal year (in 5,000,000, the aggregate for all such Dispositions), Commitments shall be subject to automatic reduction and/or the Borrower shall prepay the Loans (and/or provide cover for LC Exposure as specified Amended and Restated Revolving Credit Agreement in Section 2.04(k)), in an aggregate principal amount of Loans equal to 100% that portion of such the Net Cash Proceeds received by of such Consolidated Company within five Business Days Disposition or Casualty Event, as the case may be, and such prior Dispositions and Casualty Events in excess of receipt thereof ($5,000,000, such prepayments reduction and/or prepayment to be applied as set forth effected in each case to the extent specified in clause (ivvii) below)of this paragraph; providedprovided that in the case of any Disposition or Casualty Event as to which the Borrower shall have delivered a Reinvestment Notice, howeverthereafter on each Reinvestment Prepayment Date, that, (A) an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the reduction of the Commitments and/or prepayment of Loans solely to the extent specified in clause (vii) of this paragraph. Nothing in this paragraph shall be deemed to limit any Net Cash Proceeds realized by such Consolidated Company (other than any business interruption insurance proceeds), so long as no Event of Default shall have occurred and be continuing, such Consolidated Company may reinvest all or any portion of such Net Cash Proceeds in operating assets (and transaction expenses associated with the acquisition thereof), so long as within 270 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or such reinvestment is subject to a binding written agreement with a third party which is not an Affiliate obligation of the Borrower which agreement was entered into during such 270-day time period and which reinvestment is consummated within 120 days after such 270-day period expires (as certified or any of its Subsidiaries pursuant to any of the Security Documents to remit to a collateral or similar account maintained by the Borrower Collateral Agent pursuant to any of the Security Documents the proceeds of insurance, condemnation award or other compensation received in writing respect of any Casualty Event affecting any property to the Administrative Agent upon request of any Lender); and (B) any Net Cash Proceeds received extent required by such Consolidated Company not so reinvested shall thereafter be promptly applied to the prepayment of the Loans as set forth in this clause (i)terms thereof.