Extraordinary Receipts Account. At all times, the Company shall maintain a segregated account (the “Extraordinary Receipts Account”), separate from the Operating Account and the Incentive Account. The Extraordinary Receipts Account shall be funded with any cash or cash equivalents received by the Company, other than from (i) Economic Incentives (which shall be treated in accordance with Section 2.1(b)), (ii) the sale of wafers (and/or the receipt of payments in lieu thereof), (iii) liquidated damages (other than as described in the next sentence), and (iv) Discretionary Capital Contributions required by Section 16.19 (collectively, “Extraordinary Receipts”). For the avoidance of doubt, the proceeds of a Co-Investor Termination Election or a Replacement Termination Payment shall be an Extraordinary Receipt. Such Extraordinary Receipts shall be deposited into the Extraordinary Receipts Account and applied as directed by the Board, with no Required Supermajority Approvals applicable, except that (A) the proceeds of any Co-Investor Termination Election shall be distributed ratably in accordance with the Members’ Pro Rata Shares of the Company promptly after receipt by the Company thereof, and (B) the use of proceeds of any Replacement Termination Payment shall be subject to the unanimous consent of the Board. Capital Contributions shall be Extraordinary Receipts unless otherwise directed by the Board.
Extraordinary Receipts Account
