Common use of Dispositions and Casualty Events Clause in Contracts

Dispositions and Casualty Events. In the event of any Disposition pursuant to Section 8.2.7(j), (l) or (m) [Dispositions] or any Casualty Event which results in the receipt by the Borrower or any Restricted Subsidiary of any Net Cash Proceeds, the Borrower shall within five (5) Business Days following the receipt by the Borrower or a Restricted Subsidiary of such Net Cash Proceeds apply an amount equal to (x) 100% of such Net Cash Proceeds of any Disposition by or Casualty Event of a Loan Party or (y) 100% of such Net Cash Proceeds of 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 Specified DevCo or such other non-wholly owned Restricted Subsidiary then held by the Loan Parties, in each case to the prepayment of Revolving Loans; provided that, 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, at the election of the Borrower, the applicable Loan Party, Specified DevCo or other non-wholly owned Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds within twelve (12) months of receipt of such Net Cash Proceeds in assets (other than cash, Temporary Cash Investments and current assets (except for current assets acquired as part of a business)) held and to be used in the Permitted Business of the Loan Parties (or, in the case of clause (y) above, held and to be used in the Permitted Business by the Loan Parties or the applicable Specified DevCos or non-wholly owned Restricted Subsidiary that made such Disposition or was the subject of such Casualty Event); provided further that if any portion of such Net Cash Proceeds are not so used prior to the expiration of such 12-month period, such portion shall thereupon be 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 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), (l) or (m) [Dispositions] and Casualty Events occurring in the same fiscal year.

Dispositions and Casualty Events. In (i) If, at any time or from time to time, the event Borrower or any of its Subsidiaries shall receive Net Proceeds from any Disposition pursuant to Section 8.2.7(j(other than any Disposition permitted under clauses (i), (lii), (iv), (v), (vii) or (mviii) [Dispositions] of Section 8.05(c) hereof), the Borrower shall, within 365 days after receipt of such Net Proceeds (subject to the proviso below, if such proceeds have not been applied by such 365th day, then on such 365th day) unless the Borrower shall have used all or a portion of such proceeds for a Permitted Usage, apply or cause to be applied to the prepayment of principal of the Term Loans and Incremental Term Loans in an amount equal to the lesser of (i) 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 that if on such 365th day such proceeds have not been so used but the Borrower or any Casualty Event which results of its Subsidiaries shall have entered into an agreement with respect to any Permitted Usage, then unless within 180 days thereafter the Borrower or such Subsidiary shall use, or be obligated by such agreement to use, all or a portion of such Net Proceeds for such Permitted Usage (but not in excess of the aggregate amount of all cash consideration and all cash costs and expenses in respect of such Permitted Usage), any portion of such Net Proceeds not so used (or obligated to be so used) shall be applied to prepay the Term Loans and the Incremental Term Loans in the manner and to the extent specified in paragraph (d) of this Section 2.09. (ii) Within ten Business Days after receipt of any proceeds by the Borrower or any Restricted Subsidiary of its Subsidiaries in respect of any Net Cash ProceedsCasualty Event affecting any Property of the Borrower or any of its Subsidiaries (except to the extent such proceeds have been or are to be applied (or are committed to be applied) within 365 days after the date of receipt of such proceeds towards the repair, reconstruction or replacement of such Property or for any other Permitted Usage, and if such proceeds have not been so utilized by such 365th day, then on such 365th day) the Borrower shall within five (5) Business Days following the receipt by the Borrower apply, or a Restricted Subsidiary of such Net Cash Proceeds apply cause to be applied, an amount equal to (x) 100% the Net Proceeds of such Net Cash Proceeds of any Disposition by or Casualty Event of a Loan Party or (y) 100% of such Net Cash Proceeds of 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 Specified DevCo or such other non-wholly owned Restricted Subsidiary then held by unutilized portion thereof to prepay principal of the Loan PartiesTerm Loans and the Incremental Term Loans, in each case in the manner and to the prepayment extent specified in paragraph (d) of Revolving Loansthis Section 2.09; provided that, as long as no Potential Default PROVIDED that if on such 365th day such proceeds have not been so used but the Borrower or Event any of Default has occurred and is continuing at such time, its Subsidiaries shall have entered into an agreement with respect to any Permitted Usage, CREDIT AGREEMENT then unless within 180 days thereafter the Borrower or such Subsidiary shall use, or be obligated by such agreement to use, all or a portion of such Net Cash Proceeds, at the election Proceeds for such Permitted Usage (but not in excess of the Borroweraggregate amount of all cash consideration and all cash costs and expenses in respect of such Permitted Usage), the applicable Loan Party, Specified DevCo or other non-wholly owned Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds within twelve (12) months of receipt of such Net Cash Proceeds in assets (other than cash, Temporary Cash Investments and current assets (except for current assets acquired as part of a business)) held and to be used in the Permitted Business of the Loan Parties (or, in the case of clause (y) above, held and to be used in the Permitted Business by the Loan Parties or the applicable Specified DevCos or non-wholly owned Restricted Subsidiary that made such Disposition or was the subject of such Casualty Event); provided further that if any portion of such Net Cash Proceeds are not so used prior (or obligated to be so used) shall be applied to prepay the Term Loans and the Incremental Term Loans in the manner and to the expiration extent specified in paragraph (d) of such 12-month period, such portion shall thereupon be immediately applied to the prepayment of the Loans as set forth in this Section 5.6.4(e) [Application of Payments] below2.09. Notwithstanding the foregoingforegoing clauses (i) and (ii), the requirements of Borrower shall have no obligation to make any such application under this Section 5.6.4(c2.09(b) shall not apply with in respect to an of the Net Proceeds received in respect of any Disposition or Casualty Event unless and until the aggregate of $10,000,000 amount of Net Cash Proceeds from received in respect of all Dispositions pursuant to Section 8.2.7(j), (l) or (m) [Dispositions] and Casualty Events occurring in the same exceeds $75,000,000 for any fiscal year, in which case only an amount equal to such excess shall be so applied.

Dispositions and Casualty Events. In the event Within 5 Business Days of any Disposition pursuant to Section 8.2.7(j), (l) or (m) [Dispositions] or any Casualty Event which results in the receipt by the Borrower or any Restricted Subsidiary of its Subsidiaries of any Net Cash Proceedscash proceeds from any Disposition or Casualty Event, then, unless the Borrower shall within five (5) Business Days following have delivered a Reinvestment Notice in respect thereof to the receipt by Administrative Agent, to the Borrower or a Restricted Subsidiary of such Net Cash Proceeds apply an amount equal to (x) 100% of such extent the Net Cash Proceeds of any such Disposition by or Casualty Event of a Loan Party or (y) 100% of such Event, as the case may be, when combined with the Net Cash Proceeds of any 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 $5,000,000, the 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 amount equal to that portion of the Net Cash Proceeds of such Disposition by or Casualty Event Event, as the case may be, and such prior Dispositions and Casualty Events in excess of any Specified DevCo or any other non-wholly owned Restricted Subsidiary multiplied by the percentage of outstanding Equity Interests of $5,000,000, such Specified DevCo or such other non-wholly owned Restricted Subsidiary then held by the Loan Parties, reduction and/or prepayment to be effected in each case to the prepayment extent specified in clause (vii) of Revolving Loansthis paragraph; provided that, 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, at the election of the Borrower, the applicable Loan Party, Specified DevCo or other non-wholly owned Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds within twelve (12) months of receipt of such Net Cash Proceeds in assets (other than cash, Temporary Cash Investments and current assets (except for current assets acquired as part of a business)) held and to be used in the Permitted Business of the Loan Parties (or, that in the case of clause (y) above, held and to be used in the Permitted Business by the Loan Parties or the applicable Specified DevCos or non-wholly owned Restricted Subsidiary that made such any Disposition or was Casualty Event as to which the subject of such Casualty Event); provided further that if any portion of such Net Cash Proceeds are not so used prior Borrower shall have delivered a Reinvestment Notice, thereafter on each Reinvestment Prepayment Date, an amount equal to the expiration of such 12-month period, such portion shall thereupon be 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 Section 5.6.4(c) shall not apply Reinvestment Prepayment Amount with respect to an aggregate the relevant Reinvestment Event shall be applied toward the reduction of $10,000,000 the Commitments and/or prepayment of Net Cash Proceeds from Dispositions Loans solely to the extent specified in clause (vii) of this paragraph. Nothing in this paragraph shall be deemed to limit any obligation of the Borrower or any of its Subsidiaries pursuant to Section 8.2.7(j)any of the Security Documents to remit to a collateral or similar account maintained by the Collateral Agent pursuant to any of the Security Documents the proceeds of insurance, (l) condemnation award or (m) [Dispositions] and other compensation received in respect of any Casualty Events occurring in Event affecting any property to the same fiscal yearextent required by the terms thereof.

Dispositions and Casualty Events. In the event Within 5 Business Days of any Disposition pursuant to Section 8.2.7(j), (l) or (m) [Dispositions] or any Casualty Event which results in the receipt by the Borrower or any Restricted Subsidiary of its Subsidiaries of any cash proceeds from any Disposition or Casualty Event, then, unless the Borrower shall have delivered a Reinvestment Notice in Term Loan Agreement respect thereof to the Administrative Agent, to the extent the Net Cash ProceedsProceeds of such Disposition or Casualty Event, as the case may be, when combined with the 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 $5,000,000, the Borrower shall within five (5) Business Days following prepay the receipt by the Borrower or a Restricted Subsidiary of such Net Cash Proceeds apply Loans in an aggregate amount equal to (x) 100% that portion of such the Net Cash Proceeds of any such Disposition by or Casualty Event Event, as the case may be, and such prior Dispositions and Casualty Events in excess of a Loan Party or (y) 100% of $5,000,000, such Net Cash Proceeds of 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 Specified DevCo or such other non-wholly owned Restricted Subsidiary then held by the Loan Parties, prepayment to be effected in each case to the prepayment extent specified in clause (v) of Revolving Loansthis paragraph; provided that, 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, at the election of the Borrower, the applicable Loan Party, Specified DevCo or other non-wholly owned Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds within twelve (12) months of receipt of such Net Cash Proceeds in assets (other than cash, Temporary Cash Investments and current assets (except for current assets acquired as part of a business)) held and to be used in the Permitted Business of the Loan Parties (or, that in the case of clause (y) above, held and to be used in the Permitted Business by the Loan Parties or the applicable Specified DevCos or non-wholly owned Restricted Subsidiary that made such any Disposition or was Casualty Event as to which the subject of such Casualty Event); provided further that if any portion of such Net Cash Proceeds are not so used prior Borrower shall have delivered a Reinvestment Notice, thereafter on each Reinvestment Prepayment Date, an amount equal to the expiration of such 12-month period, such portion Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall thereupon be immediately applied to toward the prepayment of Loans solely to the Loans as set forth extent specified in Section 5.6.4(eclause (v) [Application of Payments] below. Notwithstanding the foregoing, the requirements of this Section 5.6.4(c) paragraph. Nothing in this paragraph shall not apply with respect be deemed to an aggregate limit any obligation of $10,000,000 the Borrower or any of Net Cash Proceeds from Dispositions its Subsidiaries pursuant to Section 8.2.7(j)any of the Security Documents to remit to a collateral or similar account maintained by the Collateral Agent pursuant to any of the Security Documents the proceeds of insurance, (l) condemnation award or (m) [Dispositions] and other compensation received in respect of any Casualty Events occurring in Event affecting any property to the same fiscal yearextent required by the terms thereof.

Dispositions and Casualty Events. In The Borrower shall prepay the event 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 Disposition pursuant to Section 8.2.7(jLoan Party or any Material Domestic Subsidiary from all Dispositions (other than Dispositions permitted by Sections 7.05(a), (lb), (c)(i), (c)(ii), (d) or (me)) [Dispositions] or any Casualty Event which results in the receipt by the Borrower or any Restricted Subsidiary of any Net Cash Proceeds, the Borrower shall Events within five three (53) Business Days following of the receipt by the Borrower or a Restricted Subsidiary of such Net Cash Proceeds apply an amount equal to (x) 100% by such Person; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds of any Disposition by or Casualty Event of a Loan Party or (y) 100% of such Net Cash Proceeds of 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 Specified DevCo or such other non-wholly owned Restricted Subsidiary then held by the Loan Parties, in each case shall not be required to the prepayment of Revolving Loans; provided that, 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, be so applied at the election of the Borrower, Borrower (as notified by the applicable Borrower to the Administrative Agent on or prior to the date of such Disposition) to the extent such Loan Party, Specified DevCo Party or other non-wholly owned Restricted such Subsidiary may reinvest reinvests all or any portion of such Net Cash Proceeds in operating assets (including the construction 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 twelve (12) months of 270 days after the receipt of such Net Cash Proceeds in assets Proceeds, a definitive agreement relating to such purchase shall have been executed (other than cash, Temporary Cash Investments and current assets (except for current assets acquired as part of a business)) held and to be used in the Permitted Business of the Loan Parties (or, in the case of clause (y) above, held and to be used in the Permitted Business certified by the Loan Parties or Borrower in writing to the applicable Specified DevCos or non-wholly owned Restricted Subsidiary that made Administrative Agent) and such Disposition or was the subject of such Casualty Event)acquisition agreement shall have closed within 120 days thereafter; provided further that that, if any portion of such Net Cash Proceeds are shall have not been so used prior to the expiration of such 12-month periodreinvested, such portion Net Cash Proceeds shall thereupon be immediately applied to the prepayment of prepay the Loans as set forth in Section 5.6.4(e) [Application of Payments] below. Notwithstanding and/or Cash Collateralize the L/C Obligations; provided further, that, notwithstanding the foregoing, no such prepayment shall be required if the requirements of this Section 5.6.4(c) aggregate Net Cash Proceeds received in any Fiscal Year from Dispositions and Casualty Events is less than $2,500,000 (and any prepayment shall not apply only be with respect to an aggregate of $10,000,000 of Net Cash Proceeds from Dispositions pursuant to Section 8.2.7(jin excess of $2,500,000 in such Fiscal Year), (l) or (m) [Dispositions] and Casualty Events occurring in the same fiscal year.,

Dispositions and Casualty Events. In (i) If, at any time or from time to time, the event Borrower or any of its Subsidiaries shall receive Net Proceeds from any Disposition pursuant to Section 8.2.7(j(other than any Disposition permitted under clauses (i), (lii), (iv), (v), (vi) and (viii) of Section 8.05(c) hereof), the Borrower shall, within 365 days after receipt of such Net Proceeds (subject to the proviso below, if such proceeds have not been applied by such 365th day, then on such 365th day) unless the Borrower shall have used all or a portion of such proceeds to consummate an Acquisition, apply or cause to be applied (as provided in Section 2.09(c) hereof) to the prepayment of principal of the Loans (and/or to provide cover for LC Exposure as specified in Section 2.10(k) hereof) in an amount equal to the lesser of (i) the amount of such Net Proceeds or (mii) [Dispositions] the amount thereof remaining after the consummation of such Acquisition; PROVIDED that if on such 365th day such proceeds have not been so used but the Borrower or any Casualty Event which results of its Subsidiaries shall have entered into an agreement with respect to an Acquisition, then, within 90 days thereafter, the Borrower or such Subsidiary may 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 Proceeds not so used shall be applied to prepay the Loans (and/or to provide cover for LC Exposure as specified in Section 2.10(k) hereof) in as provided herein. (ii) Within two Business Days after receipt of any proceeds by the Borrower or any Restricted Subsidiary of its Subsidiaries in respect of any Casualty Event affecting any Property of the Borrower or any of its Subsidiaries (except to the extent such proceeds are to be applied (or are committed to be applied) within 365 days after the date of receipt of such proceeds towards the repair, reconstruction or replacement of such Property, and if such proceeds have not been so utilized by such 365th day, then on such 365th day) the Borrower shall apply, or cause to be applied, an amount equal to the Net Cash ProceedsProceeds of such Casualty Event or such unutilized portion thereof (as provided in Section 2.09(c) hereof), to prepay principal of the Loans (and/or to provide cover for LC Exposure as specified in Section 2.10(k) hereof). Notwithstanding the foregoing clauses (i) and (ii), the Borrower shall within five (5) Business Days following have no obligation to make any such application in respect of the receipt by Net Proceeds received in respect of any single Disposition or Casualty Event unless and until the Borrower or a Restricted Subsidiary aggregate amount of such all Net Cash Proceeds apply received in respect of all Dispositions and Casualty Events exceeds $20,000,000 in the aggregate for any fiscal year, in which case an amount equal to (x) 100% the amount of such Net Cash Proceeds of any Disposition by or Casualty Event of a Loan Party or (y) 100% of such Net Cash Proceeds of 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 Specified DevCo or such other non-wholly owned Restricted Subsidiary then held by the Loan Parties, in each case to the prepayment of Revolving Loans; provided that, 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, at the election of the Borrower, the applicable Loan Party, Specified DevCo or other non-wholly owned Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds within twelve (12) months of receipt of such Net Cash Proceeds in assets (other than cash, Temporary Cash Investments and current assets (except for current assets acquired as part of a business)) held and to excess shall be used in the Permitted Business of the Loan Parties (or, in the case of clause (y) above, held and to be used in the Permitted Business by the Loan Parties or the applicable Specified DevCos or non-wholly owned Restricted Subsidiary that made such Disposition or was the subject of such Casualty Event); provided further that if any portion of such Net Cash Proceeds are not so used prior to the expiration of such 12-month period, such portion shall thereupon be 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 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), (l) or (m) [Dispositions] and Casualty Events occurring in the same fiscal yearapplied.

Dispositions and Casualty Events. In The Borrower shall prepay the event 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 Disposition pursuant to Section 8.2.7(jLoan Party or any Material Domestic Subsidiary from all Dispositions (other than Dispositions permitted by Sections 7.05(a), (lb), (c)(i), (c)(ii), (d), (e) or (mg)) [Dispositions] or any Casualty Event which results in the receipt by the Borrower or any Restricted Subsidiary of any Net Cash Proceeds, the Borrower shall Events within five three (53) Business Days following of the receipt by the Borrower or a Restricted Subsidiary of such Net Cash Proceeds apply an amount equal to (x) 100% by such Person; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds of any Disposition by or Casualty Event of a Loan Party or (y) 100% of such Net Cash Proceeds of 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 Specified DevCo or such other non-wholly owned Restricted Subsidiary then held by the Loan Parties, in each case shall not be required to the prepayment of Revolving Loans; provided that, 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, be so applied at the election of the Borrower, Borrower (as notified by the applicable Borrower to the Administrative Agent on or prior to the date of such Disposition) to the extent such Loan Party, Specified DevCo Party or other non-wholly owned Restricted such Subsidiary may reinvest reinvests all or any portion of such Net Cash Proceeds in operating assets (including the construction 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 twelve (12) months of 270 days after the receipt of such Net Cash Proceeds in assets Proceeds, a definitive agreement relating to such purchase shall have been executed (other than cash, Temporary Cash Investments and current assets (except for current assets acquired as part of a business)) held and to be used in the Permitted Business of the Loan Parties (or, in the case of clause (y) above, held and to be used in the Permitted Business certified by the Loan Parties or Borrower in writing to the applicable Specified DevCos or non-wholly owned Restricted Subsidiary that made Administrative Agent) and such Disposition or was the subject of such Casualty Event)acquisition agreement shall have closed within 120 days thereafter; provided further that that, if any portion of such Net Cash Proceeds are shall have not been so used prior to the expiration of such 12-month periodreinvested, such portion Net Cash Proceeds shall thereupon be immediately applied to the prepayment of prepay the Loans as set forth in Section 5.6.4(e) [Application of Payments] below. Notwithstanding and/or Cash Collateralize the L/C Obligations; provided further, that, notwithstanding the foregoing, no such prepayment shall be required if the requirements of this Section 5.6.4(c) aggregate Net Cash Proceeds received in any Fiscal Year from Dispositions and Casualty Events is less than $2,500,000 (and any prepayment shall not apply only be with respect to an aggregate of $10,000,000 of Net Cash Proceeds from Dispositions pursuant to Section 8.2.7(jin excess of $2,500,000 in such Fiscal Year), (l) or (m) [Dispositions] and Casualty Events occurring in the same fiscal year.,

Dispositions and Casualty Events. In (i) If, at any time or from time to time, the event Borrower or any of its Subsidiaries shall receive Net Proceeds from any Disposition permitted under clause (iii) of Section 8.05(c) hereof or otherwise not permitted under Section 8.05(c) hereof or from any sale-leaseback transaction permitted under Section 8.14 hereof, the Borrower shall, within ten Business Days after such receipt, apply, or cause to be applied, an amount equal to the Net Proceeds of such Disposition or sale-leaseback transaction to prepay principal of the Tranche A Term Loans and the Incremental Term Loans, in each case in the manner and to the extent specified in paragraph (d) of this Section 2.09. (ii) Within ten Business Days after receipt of any Disposition pursuant to Section 8.2.7(j), (l) or (m) [Dispositions] or any Casualty Event which results in the receipt proceeds by the Borrower or any Restricted Subsidiary of its Subsidiaries in respect of any Net Cash ProceedsCasualty Event affecting any Property of the Borrower or any of its Subsidiaries (except to the extent such proceeds have been or are to be applied (or are committed to be applied) within 365 days after the date of receipt of such proceeds towards the repair, reconstruction or replacement of such Property, and if such proceeds have not been so utilized by such 365th day, then on such 365th day), the Borrower shall within five (5) Business Days following the receipt by the Borrower apply, or a Restricted Subsidiary of such Net Cash Proceeds apply cause to be applied, an amount equal to (x) 100% the Net Proceeds of such Net Cash Proceeds of any Disposition by or Casualty Event of a Loan Party or (y) 100% of such Net Cash Proceeds of 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 Specified DevCo or such other non-wholly owned Restricted Subsidiary then held by unutilized portion thereof to prepay principal of the Loan PartiesTranche A Term Loans and the Incremental Term Loans, in each case in the manner and to the prepayment extent specified in paragraph (d) of Revolving Loansthis Section 2.09; provided that, as long as no Potential Default if on such 365th day such proceeds have not been so used but the Borrower or Event any of Default has occurred and is continuing at such time, its Subsidiaries shall have entered into an agreement with respect to any the usage thereof for the purpose of the repair, reconstruction or replacement of such Property, then unless within 180 days thereafter the Borrower or such Subsidiary shall use, or shall be obligated to use, all or a portion of such Net Cash Proceeds, at the election Proceeds for such purpose (but not in excess of the Borroweraggregate amount of all cash consideration and all cash costs and expenses in respect of such purpose), the applicable Loan Party, Specified DevCo or other non-wholly owned Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds within twelve not so used (12or obligated to be so used) months shall be applied to prepay the Tranche A Term Loans and the Incremental Term Loans in the manner and to the extent specified in paragraph (d) of receipt this Section 2.09. Notwithstanding the foregoing clauses (i) and (ii), the Borrower shall have no obligation to make any such application under this Section 2.09(b) in respect of the Net Proceeds of Dispositions, sale-leaseback transactions and/or Casualty Events covered under such clauses unless and until the aggregate amount of such Net Cash Proceeds received by the Borrower and its Subsidiaries after the Amendment No. 1 Effective Date exceeds $25,000,000, in assets (other than cash, Temporary Cash Investments and current assets (except for current assets acquired as part of a business)which case only an amount equal to such excess shall be so applied.” B. Section 2.09(d) held and to be used in the Permitted Business of the Loan Parties (or, Credit Agreement is hereby amended in the case of clause (y) above, held and its entirety to be used in the Permitted Business by the Loan Parties or the applicable Specified DevCos or non-wholly owned Restricted Subsidiary that made such Disposition or was the subject of such Casualty Event); provided further that if any portion of such Net Cash Proceeds are not so used prior to the expiration of such 12-month period, such portion shall thereupon be immediately applied to the prepayment of the Loans read as set forth in Section 5.6.4(e) [Application of Payments] below. Notwithstanding the foregoing, the requirements of this 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), (l) or (m) [Dispositions] and Casualty Events occurring in the same fiscal year.follows:

Dispositions and Casualty Events. In the event (A) Subject to Section 2.05(b)(iii)(B) and 2.05(b)(vii), if (x) Holdings or any of any Disposition its Restricted Subsidiaries receives Net Cash Proceeds from Dispositions made pursuant to Section 8.2.7(jSections 7.05(j), (l7.05(n), 7.05(p), 7.05(q), 7.05(s) and 7.05(x) in any fiscal year or (my) [Dispositions] or any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower Holdings or any such Restricted Subsidiary of any Net Cash Proceeds, the Borrower Borrowers shall within five (5) Business Days following the receipt by the Borrower or make a Restricted Subsidiary prepayment, in accordance with Section 2.05(b)(iii)(C), of an aggregate principal amount of Term Loans equal to such Net Cash Proceeds; provided, if after giving pro forma effect to such Disposition or Casualty Event and the application of the Net Cash Proceeds apply an amount equal to thereof (x) 100the First Lien Senior Secured Leverage Ratio is less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall make a prepayment equal to 50% of such Net Cash Proceeds of any Disposition by or Casualty Event of a Loan Party or (y) 100the First Lien Senior Secured Leverage Ratio is less than 4.00:1.00, the Borrowers shall make a prepayment equal to 0% of such Net Cash Proceeds; provided, no such prepayment shall be required pursuant to this Section 2.05(b)(iii)(A) with respect to such portion of such Net Cash Proceeds that the Lead Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(iii)(B); provided, further, if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted First Priority Refinancing Debt, Permitted Alternative Incremental Facilities Debt (to the extent secured by Liens on the Collateral on a pari passu basis with the Obligations) and the Permitted Refinancing of any Disposition such Indebtedness (to the extent secured by or Casualty Event of any Specified DevCo or any other non-wholly owned Restricted Subsidiary multiplied by Liens on the percentage of outstanding Equity Interests of such Specified DevCo or such other non-wholly owned Restricted Subsidiary then held by Collateral on a pari passu basis with the Loan PartiesObligations), in each case pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of any such Disposition or Casualty Event of, or with respect to, any property or assets constituting Collateral (such Permitted First Priority Refinancing Debt, Permitted Alternative Incremental Facilities Debt (or the Permitted Refinancing of any such Indebtedness) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply (or have Holdings apply, as the case may be) such net proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, such Indebtedness shall be prepaid no more ratably than amounts applied to prepay Term Loans); provided, the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of Revolving Loansthe Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(iii) shall be reduced accordingly; provided thatprovided, as long as no Potential Default further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or Event prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of Default has occurred and is continuing at such time, rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (B) With respect to any Net Cash Proceeds realized or received with respect to any such Net Cash ProceedsDisposition or any Casualty Event for which the Borrowers are required to make a prepayment pursuant to Section 2.05(b)(iii)(A), at the election option of the BorrowerBorrowers, the applicable Loan Party, Specified DevCo Borrowers (or other non-wholly owned Restricted Subsidiary Holdings as the case may be) may reinvest an amount equal to all or any portion of such Net Cash Proceeds in assets useful for Holdings or its Subsidiaries’ business (other than working capital, except for short-term capital assets) which investment may include the repair, restoration or replacement of the applicable assets within (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if any Borrower or Holdings or any of its Restricted Subsidiaries enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, one hundred eighty (180) days after the twelve (12) month period that follows receipt of such Net Cash Proceeds; provided, if any Net Cash Proceeds are not so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no longer intended to be or cannot be so reinvested, an amount equal to such Net Cash Proceeds shall be applied, in accordance with Section 2.05(b)(iii)(C), to the prepayment of the Term Loans as set forth in this Section 2.05. (C) On each occasion that the Borrowers must make a prepayment of the Term Loans pursuant to this Section 2.05(b)(iii), the Borrowers shall, within five (5) Business Days after the date of realization or receipt of such Net Cash Proceeds in assets (other than cash, Temporary Cash Investments and current assets (except for current assets acquired as part of a business)) held and to be used in the Permitted Business of the Loan Parties minimum amount specified above (or, in the case of prepayments required pursuant to Section 2.05(b)(iii)(B), within eight (8) Business Days of the deadline specified in clause (x) or (y) abovethereof, held and to be used in as applicable, or of the Permitted Business by date the Loan Parties or the applicable Specified DevCos or non-wholly owned Restricted Subsidiary Borrowers reasonably determine that made such Disposition or was the subject of such Casualty Event); provided further that if any portion of such Net Cash Proceeds are no longer intended to be or cannot be so used prior to reinvested, as the expiration of such 12-month periodcase may be), such portion shall thereupon be immediately applied to the prepayment make a prepayment, in accordance with Section 2.05(b)(vi) below, of the principal amount of Term Loans as set forth in Section 5.6.4(e) [Application of Payments] below. Notwithstanding the foregoing, the requirements of this Section 5.6.4(c) shall not apply with respect an amount equal to an aggregate of $10,000,000 of such Net Cash Proceeds from Dispositions pursuant to Section 8.2.7(j), (l) realized or (m) [Dispositions] and Casualty Events occurring in the same fiscal yearreceived.

Dispositions and Casualty Events. In the event (A) Subject to Section 2.05(b)(iii)(B) and 2.05(b)(vii), if (x) Holdings or any of any Disposition its Restricted Subsidiaries receives Net Cash Proceeds from Dispositions made pursuant to Section 8.2.7(jSections 7.05(j), (l7.05(n), 7.05(p), 7.05(q), 7.05(s) and 7.05(x) in any fiscal year or (my) [Dispositions] or any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower Holdings or any such Restricted Subsidiary of any Net Cash Proceeds, the Borrower shall within five (5) Business Days following the receipt by the Borrower or make a Restricted Subsidiary prepayment, in accordance with Section 2.05(b)(iii)(C), of an aggregate principal amount of Term Loans equal to such Net Cash Proceeds; provided, if after giving pro forma effect to such Disposition or Casualty Event and the application of the Net Cash Proceeds apply an amount equal to thereof (x) 100the Secured Leverage Ratio is less than or equal to 5.00:1.00 but greater than 4.50:1.00, the Borrower shall make a prepayment equal to 50% of such Net Cash Proceeds of any Disposition by or Casualty Event of a Loan Party or (y) 100the Secured Leverage Ratio is less than 4.50:1.00, the Borrower shall make a prepayment equal to 0% of such Net Cash Proceeds; provided, no such prepayment shall be required pursuant to this Section 2.05(b)(iii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(iii)(B); provided, further, if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Permitted Pari Passu Refinancing Debt, Permitted Alternative Incremental Facilities Debt (to the extent secured by Liens on the Collateral on a pari passu basis with the Obligations) and the Permitted Refinancing of any Disposition such Indebtedness (to the extent secured by or Casualty Event of any Specified DevCo or any other non-wholly owned Restricted Subsidiary multiplied by Liens on the percentage of outstanding Equity Interests of such Specified DevCo or such other non-wholly owned Restricted Subsidiary then held by Collateral on a pari passu basis with the Loan PartiesObligations), in each case pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of any such Disposition or Casualty Event of, or with respect to, any property or assets constituting Collateral (such Permitted Pari Passu Refinancing Debt, Permitted Alternative Incremental Facilities Debt (or the Permitted Refinancing of any such Indebtedness) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply (or have Holdings apply, as the case may be) such net proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, such Indebtedness shall be prepaid no more ratably than amounts applied to prepay Term Loans); provided, the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of Revolving Loansthe Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(iii) shall be reduced accordingly; provided thatprovided, as long as no Potential Default further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or Event prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of Default has occurred and is continuing at such time, rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (B) With respect to any Net Cash Proceeds realized or received with respect to any such Net Cash ProceedsDisposition or any Casualty Event for which the Borrower is required to make a prepayment pursuant to Section 2.05(b)(iii)(A), at the election option of the Borrower, the applicable Loan Party, Specified DevCo Borrower (or other non-wholly owned Restricted Subsidiary Holdings as the case may be) may reinvest an amount equal to all or any portion of such Net Cash Proceeds in assets useful for Holdings or its Subsidiaries’ business (other than working capital, except for short-term capital assets) which investment may include the repair, restoration or replacement of the applicable assets within (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if the Borrower or Holdings or any of its Restricted Subsidiaries enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, one hundred eighty (180) days after the twelve (12) month period that follows receipt of such Net Cash Proceeds; provided, if any Net Cash Proceeds are not so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no longer intended to be or cannot be so reinvested, an amount equal to such Net Cash Proceeds shall be applied, in accordance with Section 2.05(b)(iii)(C), to the prepayment of the Term Loans as set forth in this Section 2.05. (C) On each occasion that the Borrower must make a prepayment of the Term Loans pursuant to this Section 2.05(b)(iii), the Borrower shall, within five (5) Business Days after the date of realization or receipt of such Net Cash Proceeds in assets (other than cash, Temporary Cash Investments and current assets (except for current assets acquired as part of a business)) held and to be used in the Permitted Business of the Loan Parties minimum amount specified above (or, in the case of prepayments required pursuant to Section 2.05(b)(iii)(B), within eight (8) Business Days of the deadline specified in clause (x) or (y) abovethereof, held and to be used in as applicable, or of the Permitted Business by date the Loan Parties or the applicable Specified DevCos or non-wholly owned Restricted Subsidiary Borrower reasonably determine that made such Disposition or was the subject of such Casualty Event); provided further that if any portion of such Net Cash Proceeds are no longer intended to be or cannot be so used prior to reinvested, as the expiration of such 12-month periodcase may be), such portion shall thereupon be immediately applied to the prepayment make a prepayment, in accordance with Section 2.05(b)(vi) below, of the principal amount of Term Loans as set forth in Section 5.6.4(e) [Application of Payments] below. Notwithstanding the foregoing, the requirements of this Section 5.6.4(c) shall not apply with respect an amount equal to an aggregate of $10,000,000 of such Net Cash Proceeds from Dispositions pursuant to Section 8.2.7(j), (l) realized or (m) [Dispositions] and Casualty Events occurring in the same fiscal yearreceived.