Common use of Extraordinary Receipts Clause in Contracts

Extraordinary Receipts. Upon the occurrence of any Extraordinary Receipt with respect to the Borrower or any of its Restricted Subsidiaries which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Asset Sales applied to the $50,000,000 threshold set forth in clause (ii) above) in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided that, with respect to any Net Cash Proceeds realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following the date of such Extraordinary Receipt), and so long as no Event of Default shall have occurred and be continuing, the Borrower or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or in any one or more businesses, assets or property or capital expenditures, in each case, used or useful in a similar business and permitted hereunder (provided that if such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result of such acquisition) so long as (A) within 18 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 18-month period, then such reinvestment shall have been consummated within 6 months after such 18-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); provided, further, that (i) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(iii) and (ii) the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capital.

Extraordinary Receipts. Upon Promptly following the occurrence receipt of any Extraordinary Receipt with respect to the Borrower or any of its Restricted Subsidiaries which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Asset Sales applied to the $50,000,000 threshold set forth in clause (ii) above) in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided that, with respect to any Net Cash Proceeds realized under an from any Extraordinary Receipt described in this Section 2.05(b)(iii)Receipts, at the election option of the Borrower (as notified by Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid isor to reinvest in other fixed or capital assets (provided that (1) if such Extraordinary Receipts are in respect of Real Property, such reinvestment may not be made in assets other than Real Property (other than fixtures that are depreciated on a book value basis in accordance with GAAP within four years or less) and (2) following the Administrative Agent Springing Covenant Trigger Date, if such Extraordinary Receipts are in respect of Specified Real Property that is Collateral, such reinvestment may only be made in Specified Real Property that is Collateral (or that will, upon such reinvestment become Collateral)) within 45 (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, within 180 days following of the date of such Extraordinary Receipt), and so long as legally binding commitment but in any event no earlier than the twelfth month following receipt of such Net Cash Proceeds; provided that (i) if an Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default existed or was continuing) and (ii) if any Restricted Subsidiary may reinvest all or Net Cash Proceeds cannot be so reinvested during the periods described above, an amount equal to any portion of such Net Cash Proceeds in shall be applied on the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or in any one or more businesses, assets or property or capital expenditures, in each case, used or useful in a similar business and permitted hereunder (provided that if such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result last day of such acquisition) so long as (A) within 18 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 18-month period, then such reinvestment shall have been consummated within 6 months after such 18-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); provided, further, that (i) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in pursuant to this Section 2.05(b)(iii2.03(df) and or (iij) the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capitalapplicable.

Extraordinary Receipts. Upon the occurrence of any Extraordinary Receipt with respect to the Borrower or any of its Restricted Subsidiaries which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 100,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Asset Sales Dispositions applied to the $50,000,000 100,000,000 threshold set forth in clause (ii) above) in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (vvi) below); provided that, with respect to any Net Cash Proceeds realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following the date of such Extraordinary Receipt), and so long as no Event of Default shall have occurred and be continuing, the Borrower or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or in operating assets, toward any one Investment or more businesses, assets or property or capital expenditures, in each case, used or useful in a similar business and other acquisitions permitted hereunder (provided that if such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result of such acquisition) toward capital expenditures so long as (A) within 18 12 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 1812-month period, then such reinvestment shall have been consummated within 6 months after such 1812-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); provided, and provided further, that (i) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(iii) and (ii) the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capital).

Extraordinary Receipts. Upon the occurrence of any Extraordinary Receipt with respect to the Borrower or any of its Restricted Subsidiaries which, in any such case, event that results in the realization by such Person the Borrower or any Subsidiary of Net Cash Proceedsany Extraordinary Receipt not otherwise included in Section 2.05(a), the Borrower shall prepay the Loans by an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Asset Sales applied to the $50,000,000 threshold set forth in clause (ii) above) in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the Receipt immediately preceding twelve month period on the next Business Day following upon receipt thereof by such Person Person, provided, however, that (i) so long as no Default or Event of Default has occurred and is continuing, the first $5,000,000 of such prepayments Extraordinary Receipts received in any fiscal year (the “Exempt Receipts”) shall not be subject to be applied as the mandatory prepayment requirements set forth in clause this Section 2.05(b) and (vii) below); provided that, with respect to any Net Cash Proceeds realized under an Extraordinary Receipt described proceeds of insurance, condemnation awards (or payments in this Section 2.05(b)(iii)lieu thereof) or indemnity payments in excess of the Exempt Receipts, at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following on or prior to the date of receipt of such Extraordinary Receiptinsurance proceeds, condemnation awards or indemnity payments), and so long as no Event of Default shall have occurred and be continuing, the Borrower or any Restricted such Subsidiary may reinvest all replace or any portion of such Net Cash Proceeds in repair the replacement or restoration of any properties or assets Property in respect of which such Net Cash Proceeds were paid or in any one or more businesses, assets or property or capital expenditures, in each case, used or useful in a similar business and permitted hereunder (provided that if such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result of such acquisition) received so long as (A) within 18 six months after the receipt of such Net Cash Proceeds, such reinvestment repair or replacement shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 18-month periodconsummated, then such reinvestment shall have been consummated within 6 months after such 18-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); provided, further, however, that (ix) any Net Cash Proceeds not subject to so applied within such definitive agreement or so reinvested six month period shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(iii2.05(b) and (iiy) if a Default has occurred and is continuing at any time that the use Borrower or such Subsidiary receives or is holding any Net Cash Proceeds which have not yet been applied to replace or repair the Property in respect of which such cash proceeds for working capital were received, such Net Cash Proceeds shall not qualify be immediately applied to the prepayment of the Loans as a permitted reinvestment hereunder except set forth in the case of an acquisition of a Person or business that includes working capitalthis Section 2.05(b).

Extraordinary Receipts. Upon Promptly following the occurrence receipt of any Extraordinary Receipt with respect to the Borrower or any of its Restricted Subsidiaries which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Asset Sales applied to the $50,000,000 threshold set forth in clause (ii) above) in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided that, with respect to any Net Cash Proceeds realized under an from any Extraordinary Receipt described in this Section 2.05(b)(iii)Receipts, at the election option of the Borrower (as notified by Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds to repair, replace, refurbish or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets (provided that (1) if such Extraordinary Receipts are in respect of Real Property, such reinvestment may not be made in assets other than Real Property; and (2) if such Extraordinary Receipts are in respect of Term Priority Collateral, such reinvestment may not be made in assets other than assets will, upon such reinvestment become Term Priority Collateral within (x) six (6) months following receipt of such Net Cash Proceeds or (y) if the Administrative Agent Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within 45 six (6) months following receipt thereof, within 90 days following of the date of such Extraordinary Receipt), and so long as no legally binding commitment; provided that (i) if an Event of Default shall have occurred and be continuing, the Borrower or shall not be permitted to make any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or in any one or more businesses, assets or property or capital expenditures, in each case, used or useful in reinvestments (other than pursuant to a similar business and permitted hereunder (provided legally binding commitment that if such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result of such acquisition) so long as (A) within 18 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 18-month period, then such reinvestment shall have been consummated within 6 months after such 18-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); provided, further, that (i) any Net Cash Proceeds not subject to such definitive agreement entered into at a time when no Event of Default existed or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(iiiwas continuing) and (ii) if any Net Cash Proceeds cannot be so reinvested during the use periods described above, an amount equal to any such Net Cash Proceeds shall be applied on the last day of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in period to the case ratable prepayment of an acquisition of a Person or business that includes working capitalthe Loans.

Extraordinary Receipts. Upon On the occurrence of any Extraordinary Receipt with respect to next Business Day following the Borrower receipt by Holdings or any of its Restricted Subsidiaries which, in of any such case, results in the realization by such Person of Net Cash ProceedsExtraordinary Receipts, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with Section 2.05(b)(vii)(B) in an aggregate principal amount of Term Loans equal to 100% of such Extraordinary Receipts; provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, if Holdings and its Subsidiaries apply the Net Cash Proceeds received therefrom in excess from such event (or a portion thereof) within 360 days after receipt of $50,000,000 (less any exclusion of prepayments from such Net Cash Proceeds and at a time when no Default or Event of Asset Sales applied Default has occurred and is continuing, to acquire assets (excluding goodwill) to be used in the business of Holdings and its Subsidiaries (provided that the Borrower has delivered to the $50,000,000 threshold set forth in clause (ii) above) in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding twelve month period Administrative Agent on the next Business Day following receipt thereof by the date such Person (Extraordinary Receipts are received a certificate of a financial officer stating its intention to do so and certifying that no Default or Event of Default has occurred and is continuing at the time of such prepayments to be applied as set forth in clause (v) below); provided that, with respect to any Net Cash Proceeds realized under an Extraordinary Receipt described in this Section 2.05(b)(iiireceipt), at the election of the Borrower (as notified by the Borrower then no prepayment shall be required pursuant to the Administrative Agent within 45 days following the date this paragraph in respect of such Extraordinary Receipt), and so long as no Event of Default shall have occurred and be continuing, Receipts (or the Borrower or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds Extraordinary Receipts specified in such certificate, if applicable) except to the replacement or restoration extent of any properties or assets in respect of which such Net Cash Proceeds were paid or in any one or more businesses, assets or property or capital expenditures, in each case, used or useful in a similar business and permitted hereunder (provided Extraordinary Receipts that if such investment is in have not been so applied by the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result end of such acquisition) so long as (A) within 18 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 18360-month day period, then such reinvestment at which time a prepayment shall have been consummated within 6 months after such 18-month period (be required in each case, as certified by the Borrower in writing to the Administrative Agent); provided, further, that (i) any Net Cash Proceeds not subject an amount equal to such definitive agreement or Extraordinary Receipts that have not been so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(iii) and (ii) the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capitalapplied.

Extraordinary Receipts. Upon Within 3 Business Days of the occurrence date of receipt by any Loan Party of the Net Cash Proceeds of any Extraordinary Receipt with respect Receipts, Borrowers shall prepay, subject to the Borrower or any terms of its Restricted Subsidiaries which, in any such case, results in the realization by such Person of Net Cash ProceedsIntercreditor Agreement, the Borrower shall prepay an aggregate outstanding principal amount of Term Loans the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of the such Net Cash Proceeds received therefrom in excess of $50,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Asset Sales applied to the $50,000,000 threshold set forth in clause (ii) above) in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below)Proceeds; provided thatprovided, with respect to any Net Cash Proceeds realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following the date of such Extraordinary Receipt), and that so long as no Triggering Event has occurred, such prepayment obligation shall only apply to the extent the aggregate amount of Net Cash Proceeds from all Dispositions by the Loan Parties and all Extraordinary Receipts received by the Loan Parties exceeds $5,000,000 in any fiscal year; provided, further, that so long as (A) no Default or Event of Default shall have occurred and be continuingis continuing or would result therefrom, (B) Borrowers shall have given Agent prior written notice of Borrowers’ intention to apply such monies with respect to proceeds of insurance, condemnation awarded (or payments in lieu thereof) or indemnity payments to the Borrower or any Restricted Subsidiary may reinvest all or any portion costs of such Net Cash Proceeds in replacement of the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or in any one or more businessesreceived, assets or property or capital expenditures, in each case, used or useful (C) the monies are held in a similar business Deposit Account in which Agent has a perfected first-priority security interest, and permitted hereunder (provided that if D) the Loan Parties complete such investment is in replacement, purchase or construction within 180 days after the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result of such acquisition) so long as (A) within 18 months after initial receipt of such Net Cash Proceeds, such reinvestment shall have been consummated monies (or a definitive agreement to so reinvest shall have been executed) and (B) 270 days months if a definitive agreement commitment to so reinvest has been executed is entered into within such 18-month period, then such reinvestment shall have been consummated within 6 180 days months after such 18-month receipt), then the Loan Party whose assets were the subject of such Extraordinary Receipt shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such Disposition unless and to the extent that such applicable period (shall have expired without such replacement, purchase or construction being made or completed, in each which case, as certified by any amounts remaining in the Borrower cash collateral account shall be paid to Agent and applied in writing to the Administrative Agentaccordance with Section 2.4(f)(ii); provided, furtherhowever, that (i) any the Loan Parties shall not have the right to use such Net Cash Proceeds not subject to make such definitive agreement replacements, purchases or so reinvested construction in excess of $20,000,000 in any given fiscal year. Notwithstanding anything to the contrary herein, no such prepayment shall be immediately applied required pursuant to this clause (ii) to the prepayment extent the applicable Net Cash Proceeds constitute proceeds of the Term Loans as set forth B Priority Collateral, Borrowers are required to prepay the Term Loan Indebtedness with such Net Cash Proceeds and Borrowers prepay such Term Loan Indebtedness with such Net Cash Proceeds in this Section 2.05(b)(iii) and (ii) accordance with the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capitalTerm Loan Indebtedness Documents.

Extraordinary Receipts. Upon the occurrence of any Extraordinary Receipt with respect to the Borrower or any of its Restricted Subsidiaries which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Asset Sales applied to the $50,000,000 threshold set forth in clause (ii) above) in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided that, with respect to any Net Cash Proceeds realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following the date of such Extraordinary Receipt), and so long as no Event of Default shall have occurred and be continuing, the Borrower or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or in any one or more businesses, assets or property or capital expenditures, in each case, used or useful in a similar business and permitted hereunder (provided that if such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary of the Borrower as a result of such acquisition) so long as (A) within 18 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 18-month period, then such reinvestment shall have been consummated within 6 months after such 18-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided, further, that (i) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(iii) and (ii) the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capital.

Extraordinary Receipts. Upon Within 3 Business Days of the occurrence date of receipt by any Loan Party of the Net Cash Proceeds of any Extraordinary Receipt with respect Receipts, Borrowers shall prepay, subject to the Borrower or any terms of its Restricted Subsidiaries which, in any such case, results in the realization by such Person of Net Cash ProceedsIntercreditor Agreement, the Borrower shall prepay an aggregate outstanding principal amount of Term Loans the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of the such Net Cash Proceeds received therefrom in excess of $50,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Asset Sales applied to the $50,000,000 threshold set forth in clause (ii) above) in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below)Proceeds; provided thatprovided, with respect to any Net Cash Proceeds realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following the date of such Extraordinary Receipt), and that so long as no Triggering Event has occurred, such prepayment obligation shall only apply to the extent the aggregate amount of Net Cash Proceeds from all Dispositions by the Loan Parties and all Extraordinary Receipts received by the Loan Parties exceeds $5,000,000 in any fiscal year; provided, further, that so long as (A) no Default or Event of Default shall have occurred and be continuingis continuing or would result therefrom, (B) Borrowers shall have given Agent prior written notice of Borrowers' intention to apply such monies with respect to proceeds of insurance, condemnation awarded (or payments in lieu thereof) or indemnity payments to the Borrower or any Restricted Subsidiary may reinvest all or any portion costs of such Net Cash Proceeds in replacement of the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or in any one or more businessesreceived, assets or property or capital expenditures, in each case, used or useful (C) the monies are held in a similar business Deposit Account in which Agent has a perfected first-priority security interest, and permitted hereunder (provided that if D) the Loan Parties complete such investment is in replacement, purchase or construction within 180 days after the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result of such acquisition) so long as (A) within 18 months after initial receipt of such Net Cash Proceeds, such reinvestment shall have been consummated monies (or a definitive agreement to so reinvest shall have been executed) and (B) 270 days months if a definitive agreement commitment to so reinvest has been executed is entered into within such 18-month period, then such reinvestment shall have been consummated within 6 180 days months after such 18-month receipt), then the Loan Party whose assets were the subject of such Extraordinary Receipt shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such Disposition unless and to the extent that such applicable period (shall have expired without such replacement, purchase or construction being made or completed, in each which case, as certified by any amounts remaining in the Borrower cash collateral account shall be paid to Agent and applied in writing to the Administrative Agentaccordance with Section 2.4(f)(ii); provided, furtherhowever, that (i) any the Loan Parties shall not have the right to use such Net Cash Proceeds not subject to make such definitive agreement replacements, purchases or so reinvested construction in excess of $20,000,000 in any given fiscal year. Notwithstanding anything to the contrary herein, no such prepayment shall be immediately applied required pursuant to this clause (ii) to the prepayment extent the applicable Net Cash Proceeds constitute proceeds of the Term Loans as set forth B Priority Collateral, Borrowers are required to prepay the Term Loan Indebtedness with such Net Cash Proceeds and Borrowers prepay such Term Loan Indebtedness with such Net Cash Proceeds in this Section 2.05(b)(iii) and (ii) accordance with the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capitalTerm Loan Indebtedness Documents.

Extraordinary Receipts. Upon the occurrence of any Extraordinary Receipt with respect to the Borrower or any of its Restricted Subsidiaries which, in any 109 such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 the Disposition Threshold Amount (less any exclusion of prepayments from Net Cash Proceeds of Asset Sales Dispositions applied to the $50,000,000 threshold set forth in Disposition Threshold Amount pursuant to clause (ii) above) in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (vvi) below); provided that, with respect to any Net Cash Proceeds realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following the date of such Extraordinary Receipt), and so long as no Event of Default shall have occurred and be continuing, the Borrower or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or in operating assets, toward any one Investment or more businesses, assets or property or capital expenditures, in each case, used or useful in a similar business and other acquisitions permitted hereunder (provided that if such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result of such acquisition) toward capital expenditures so long as (A) within 18 12 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 1812-month period, then such reinvestment shall have been consummated within 6 months after such 1812-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); provided, and provided further, that (i) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(iii) and (ii) the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capital).

Extraordinary Receipts. Upon the occurrence of any Extraordinary Receipt with respect to the Borrower or any of its Restricted Subsidiaries which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 the Disposition Threshold Amount (less any exclusion of prepayments from Net Cash Proceeds of Asset Sales Dispositions applied to the $50,000,000 threshold set forth in Disposition Threshold Amount pursuant to clause (ii) above) in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (vvi) below); provided that, with respect to any Net Cash Proceeds realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following the date of such Extraordinary Receipt), and so long as no Event of Default shall have occurred and be continuing, the Borrower or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or in operating assets, toward any one Investment or more businesses, assets or property or capital expenditures, in each case, used or useful in a similar business and other acquisitions permitted hereunder (provided that if such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result of such acquisition) toward capital expenditures so long as (A) within 18 12 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 1812-month period, then such reinvestment shall have been consummated within 6 months after such 1812-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); provided, and provided further, that (i) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(iii) and (ii) the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capital).

Extraordinary Receipts. Upon the occurrence of any Extraordinary Receipt with respect The Borrower promises to pay, or cause to be paid, to the Borrower or any Administrative Agent for the benefit of its Restricted Subsidiaries which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay Lenders an aggregate principal amount of Term Loans equal to one hundred percent (100% %) of the Net Cash Proceeds received therefrom of any Extraordinary Receipts (other than from the sale of Real Property Parcels or a Disposition pursuant to Section 6.05(d)) within three (3) Business Days after the receipt thereof by any Loan Party. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required with respect to any Extraordinary Receipt of the type described in excess clauses (a) or (b) of $50,000,000 (less any exclusion of prepayments from the definition thereof to the extent that a Loan Party reinvests an amount equal to the Net Cash Proceeds of Asset Sales applied such Extraordinary Receipt in productive assets (other than Inventory (except to the $50,000,000 threshold set forth in clause (iiextent Inventory was subject to an applicable Casualty Event)) above) of a kind then used or usable in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided that, with respect to any Net Cash Proceeds realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election business of the Borrower or its Subsidiaries, within one twelve (as notified by 12) months after the date of the applicable Disposition or Casualty Event, or enters into a binding commitment thereof within said twelve (12) month period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such twelve (12) month period; provided that the Borrower to notifies the Administrative Agent within 45 days following the date of such Extraordinary Receipt), Loan Party’s intent to reinvest and so long as no Event of Default shall have occurred and be continuing, the Borrower or any Restricted Subsidiary may reinvest all or any portion completion of such Net Cash Proceeds in reinvestment at the replacement time such proceeds are received and when such reinvestment occurs, respectively. The provisions of this Section 2.04.4(a) shall not be deemed a waiver of or restoration constitute the implied consent of the Credit Parties to any transactions which are either prohibited by the terms of the Credit Documents or which by the terms of any properties or assets in respect of which such Net Cash Proceeds were paid or in any one or more businesses, assets or property or capital expenditures, in each case, used or useful in a similar business and permitted hereunder (provided that if such investment is in the form of the acquisition Credit Documents require the prior consent of Equity Interests of a Person, such person is any or becomes a Restricted Subsidiary as a result of such acquisition) so long as (A) within 18 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 18-month period, then such reinvestment shall have been consummated within 6 months after such 18-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); provided, further, that (i) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment all of the Term Loans as set forth in this Section 2.05(b)(iii) and (ii) the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capitalCredit Parties.

Extraordinary Receipts. Upon the occurrence of any Extraordinary Receipt with respect to the Borrower No later than three (3) Business Days following receipt by Holdings, Company or any of its Restricted Subsidiaries which, of any Extraordinary Receipts (it being understood that such Extraordinary Receipts shall be deposited in any such case, results in a Controlled Account within one (1) Business Day following the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom receipt thereof) in excess of $50,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Asset Sales applied to the $50,000,000 threshold set forth in clause (ii) above) 250,000 in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding in any trailing twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied period, Company shall prepay Notes as set forth in clause (vSection 2.14(b) below); provided that, with respect to any Net Cash Proceeds realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following the date amount of such excess Extraordinary Receipt)Receipts; provided, and so long as no Event of Default shall have occurred and be continuing, (such amounts, the Borrower “Extraordinary Receipts Reinvestments Amounts”), Company shall have the option, directly or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or in any through one or more businessesof its Subsidiaries to use such Extraordinary Receipts Reinvestment Amounts within one hundred eighty days of receipt thereof (the “Extraordinary Receipts Reinvestment Period”) in assets of the general type used in the business of Holdings, assets Company and its Subsidiaries within two hundred seventy (270) days following receipt thereof (or property within three hundred sixty (360) days following receipt thereof if Company or capital expendituresSubsidiaries shall have entered into a binding commitment to invest within such initial two hundred seventy (270) day period); provided further, pending any such investment, all such Extraordinary Receipts Reinvestment Amounts shall, if requested by Requisite Purchasers, be held at all times prior to such reinvestment, in each casea Controlled Account. In the event that such Extraordinary Receipts Reinvestment Amounts are not reinvested by Company in accordance with ​ ​ the immediately preceding sentence, used or useful in a similar business and permitted hereunder (provided that if Company shall apply such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result of such acquisition) so long as (A) within 18 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 18-month period, then such reinvestment shall have been consummated within 6 months after such 18-month period (in each case, as certified by the Borrower in writing Extraordinary Receipts Reinvestment Amounts to the Administrative Agent); provided, further, that (i) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans Obligations as set forth in this Section 2.05(b)(iii) and (ii) the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capital2.14(b).

Extraordinary Receipts. Upon the occurrence of any Extraordinary Receipt with respect to the Borrower or any of its Restricted Subsidiaries whichThe Issuer shall promptly (and, in any such caseevent, results in within three (3) Business Days) upon the realization receipt by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% any Note Party or any Subsidiary of the Net Cash Proceeds received therefrom in excess of $50,000,000 any Extraordinary Receipts (less any exclusion other than so long as no Default or Event of prepayments from Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(ii), where such Net Cash Proceeds of Asset Sales Extraordinary Receipts do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year), apply 100% of such Net Cash Proceeds to prepay the Notes and the accrued but unpaid interest thereon; provided, that if at the time such prepayment is required, the Issuer is required to offer to purchase any Indebtedness outstanding under the FP Note Purchase Agreement with the Net Cash Proceeds of such Extraordinary Receipts pursuant to the terms thereof, then the Issuer, at its election, may apply such Net Cash Proceeds not in excess of a pro rata basis (as determined on the basis of the aggregate outstanding principal amount of the Notes and the aggregate principal amount of the FP Notes outstanding) to the prepayment of such outstanding amounts plus the accrued but unpaid interest thereon under the FP Note Purchase Agreement; provided, further that if any holder of such Indebtedness declines (or is deemed to have declined) all or any portion of such offer to purchase, such declined amount shall promptly (and, in any event, within three (3) Business Days after such holder has declined (or is deemed to have declined) such offer to purchase) be applied to prepay the $50,000,000 threshold set forth Notes in accordance with the this clause (ii). Any prepayment pursuant to this clause (ii) above) in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to shall be applied as set forth in clause (viv) below); provided that, with respect to any Net Cash Proceeds realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following the date of such Extraordinary Receipt), and so long as no Event of Default shall have occurred and be continuing, the Borrower or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or in any one or more businesses, assets or property or capital expenditures, in each case, used or useful in a similar business and permitted hereunder (provided that if such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result of such acquisition) so long as (A) within 18 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 18-month period, then such reinvestment shall have been consummated within 6 months after such 18-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); provided, further, that (i) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(iii) and (ii) the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capital.

Extraordinary Receipts. Upon the occurrence of any Extraordinary Receipt with respect to the Borrower No later than three (3) Business Days following receipt by Company or any of its Restricted Subsidiaries which, of any Extraordinary Receipts (it being understood that such Extraordinary Receipts shall be deposited in any such case, results in a Controlled Account within one (1) Business Day following the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom receipt thereof) in excess of $50,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Asset Sales applied to the $50,000,000 threshold set forth in clause (ii) above) 250,000 in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding in any trailing twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied period, Company shall prepay Notes as set forth in clause (vSection 2.14(b) below); provided that, with respect to any Net Cash Proceeds realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following the date amount of such excess Extraordinary Receipt)Receipts; provided, and so long as no Event of Default shall have occurred and be continuing, (such amounts, the Borrower “Extraordinary Receipts Reinvestments Amounts”), Company shall have the option, directly or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or in any through one or more businessesof its Subsidiaries to use such Extraordinary Receipts Reinvestment Amounts within one hundred eighty days of receipt thereof (the “Extraordinary Receipts Reinvestment Period”) in assets of the general type used in the business of Company and its Subsidiaries within two hundred seventy (270) days following receipt thereof (or within three hundred sixty (360) days following receipt thereof if Company or Subsidiaries shall have entered into a binding commitment to invest within such initial two hundred seventy (270) day period); provided further, assets or property or capital expenditurespending any such investment, all such Extraordinary Receipts Reinvestment Amounts shall, if requested by Requisite Purchasers, be held at all times prior to such reinvestment, in each casea Controlled Account. In the event that such Extraordinary Receipts Reinvestment Amounts are not reinvested by Company in accordance with the immediately preceding sentence, used or useful in a similar business and permitted hereunder (provided that if Company shall apply such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result of such acquisition) so long as (A) within 18 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 18-month period, then such reinvestment shall have been consummated within 6 months after such 18-month period (in each case, as certified by the Borrower in writing Extraordinary Receipts Reinvestment Amounts to the Administrative Agent); provided, further, that (i) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans Obligations as set forth in this Section 2.05(b)(iii) and (ii) the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capital2.14(b).

Extraordinary Receipts. Upon the occurrence of any Extraordinary Receipt with respect to the Borrower No later than three (3) Business Days following receipt by Company or any of its Restricted Subsidiaries which, of any Extraordinary Receipts (it being understood that such Extraordinary Receipts shall be deposited in any such case, results in a Controlled Account within one (1) Business Day following the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom receipt thereof) in excess of $50,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Asset Sales applied to the $50,000,000 threshold set forth in clause (ii) above) 250,000 in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding in any trailing twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied period, Company shall prepay Notes as set forth in clause (vSection 2.14(b) below); provided that, with respect to any Net Cash Proceeds realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following the date amount of such excess Extraordinary Receipt)Receipts; provided, and so long as no Event of Default shall have occurred and be continuing, (such amounts, the Borrower “Extraordinary Receipts Reinvestments Amounts”), Company shall have the option, directly or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or in any through one or more businessesof its Subsidiaries to use such Extraordinary Receipts Reinvestment Amounts within one hundred eighty days of receipt thereof (the “Extraordinary Receipts Reinvestment Period”) in assets of the general type used in the 37 business of Company and its Subsidiaries within two hundred seventy (270) days following receipt thereof (or within three hundred sixty (360) days following receipt thereof if Company or Subsidiaries shall have entered into a binding commitment to invest within such initial two hundred seventy (270) day period); provided further, assets or property or capital expenditurespending any such investment, all such Extraordinary Receipts Reinvestment Amounts shall, if requested by Requisite Purchasers, be held at all times prior to such reinvestment, in each casea Controlled Account. In the event that such Extraordinary Receipts Reinvestment Amounts are not reinvested by Company in accordance with the immediately preceding sentence, used or useful in a similar business and permitted hereunder (provided that if Company shall apply such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result of such acquisition) so long as (A) within 18 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 18-month period, then such reinvestment shall have been consummated within 6 months after such 18-month period (in each case, as certified by the Borrower in writing Extraordinary Receipts Reinvestment Amounts to the Administrative Agent); provided, further, that (i) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans Obligations as set forth in this Section 2.05(b)(iii) and (ii) the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capital2.14(b).

Extraordinary Receipts. Upon the occurrence of any Extraordinary Receipt with respect to the Borrower No later than three (3) Business Days following receipt by Company or any of its Restricted Subsidiaries which, of any Extraordinary Receipts (it being understood that such Extraordinary Receipts shall be deposited in any such case, results in a Controlled Account within one (1) Business Day following the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom receipt thereof) in excess of $50,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Asset Sales applied to the $50,000,000 threshold set forth in clause (ii) above) 250,000 in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding in any trailing twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied period, Company shall prepay Notes as set forth in clause (vSection 2.14(b) below); provided that, with respect to any Net Cash Proceeds realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following the date amount of such excess Extraordinary Receipt)Receipts; provided, and so long as no Event of Default shall have occurred and be continuing, (such amounts, the Borrower “Extraordinary Receipts Reinvestments Amounts”), Company shall have the option, directly or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or in any through one or more businessesof its Subsidiaries to use such Extraordinary Receipts Reinvestment Amounts within one hundred eighty days of receipt thereof (the “Extraordinary Receipts Reinvestment Period”) in assets of the general type used in the ​ business of Company and its Subsidiaries within two hundred seventy (270) days following receipt thereof (or within three hundred sixty (360) days following receipt thereof if Company or Subsidiaries shall have entered into a binding commitment to invest within such initial two hundred seventy (270) day period); provided further, assets or property or capital expenditurespending any such investment, all such Extraordinary Receipts Reinvestment Amounts shall, if requested by Requisite Purchasers, be held at all times prior to such reinvestment, in each casea Controlled Account. In the event that such Extraordinary Receipts Reinvestment Amounts are not reinvested by Company in accordance with the immediately preceding sentence, used or useful in a similar business and permitted hereunder (provided that if Company shall apply such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result of such acquisition) so long as (A) within 18 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 18-month period, then such reinvestment shall have been consummated within 6 months after such 18-month period (in each case, as certified by the Borrower in writing Extraordinary Receipts Reinvestment Amounts to the Administrative Agent); provided, further, that (i) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans Obligations as set forth in this Section 2.05(b)(iii) and (ii) the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capital2.14(b).

Extraordinary Receipts. Upon Promptly following the occurrence receipt of any Extraordinary Receipt with respect to the Borrower or any of its Restricted Subsidiaries which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Asset Sales applied to the $50,000,000 threshold set forth in clause (ii) above) in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided that, with respect to any Net Cash Proceeds realized under an from any Extraordinary Receipt described in this Section 2.05(b)(iii)Receipts, at the election option of the Borrower (as notified by Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid is to reinvest in other fixed or capital assets within (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if the Administrative Agent Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within 45 twelve (12) months following receipt thereof, within 180 days following of the date of such Extraordinary Receipt), and so long as legally binding commitment but in any event no earlier than the twelfth month following receipt of such Net Cash Proceeds; provided that if an Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default existed or was continuing) and (ii) if any Restricted Subsidiary may reinvest all or Net Cash Proceeds cannot be so reinvested during the periods described above, an amount equal to any portion of such Net Cash Proceeds in shall be applied on the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or in any one or more businesses, assets or property or capital expenditures, in each case, used or useful in a similar business and permitted hereunder (provided that if such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result last day of such acquisition) so long as (A) within 18 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 18-month period, then such reinvestment shall have been consummated within 6 months after such 18-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); provided, further, that (i) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in at par pursuant to this Section 2.05(b)(iii2.03(e); provided further that no prepayment shall be required under this Section 2.03(e) to the extent such Net Cash Proceeds are required to be applied to repay amounts outstanding under the Term Loan Agreement (and (ii) the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capitalso applied).

Extraordinary Receipts. Upon the occurrence of any Extraordinary Receipt with respect to the Borrower or any of its Restricted Subsidiaries which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Asset Sales Dispositions applied to the $50,000,000 threshold set forth in clause (ii) above) in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (vvi) below); provided that, with respect to any Net Cash Proceeds realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following the date of such Extraordinary Receipt), and so long as no Event of Default shall have occurred and be continuing, the Borrower or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or in operating assets, toward any one Investment or more businesses, assets or property or capital expenditures, in each case, used or useful in a similar business and other acquisitions permitted hereunder (provided that if such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result of such acquisition) toward capital expenditures so long as (A) within 18 12 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 1812-month period, then such reinvestment shall have been consummated within 6 months after such 1812-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); provided, and provided further, that (i) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(iii) and (ii) the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capital).

Extraordinary Receipts. Upon the occurrence of any Extraordinary Receipt with respect to the Borrower or any of its Restricted Subsidiaries (excluding any Project Finance Subsidiaries) which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Asset Sales Dispositions applied to the $50,000,000 threshold set forth in clause (ii) above) in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (vvi) below); provided that, with respect to any Net Cash Proceeds realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following the date of such Extraordinary Receipt), and so long as no Event of Default shall have occurred and be continuing, the Borrower or any Restricted Subsidiary (other than a Project Finance Subsidiary) may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or in operating assets, toward any one Investment or more businesses, assets or property or capital expenditures, in each case, used or useful in a similar business and other acquisitions permitted hereunder (provided that if such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result of such acquisition) toward capital expenditures so long as (A) within 18 12 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 1812-month period, then such reinvestment shall have been consummated within 6 months after such 1812-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); provided, and provided further, that (i) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(iii) and (ii) the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capital).

Extraordinary Receipts. Upon the occurrence of Within five (5) Business Days following receipt by any Extraordinary Receipt with respect to the Borrower Credit Party or any of its Restricted Subsidiaries which, in of proceeds from any such case, results in the realization by such Person of Net Cash ProceedsExtraordinary Receipt, the Borrower shall prepay the Loans and/or Cash Collateralize LOC Obligations in an aggregate principal amount of Term Loans equal to one hundred percent (100% %) of the Net Cash Proceeds received therefrom of such Extraordinary Receipt in excess of $50,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Asset Sales applied to the $50,000,000 threshold set forth in clause (ii) above) in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person 500,000 (such prepayments prepayment to be applied as set forth in clause (vvii) below); provided provided, however, that, with respect to any Net Cash Proceeds realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following the date of such Extraordinary Receipt), and so long as no Event of Default shall have has occurred and be is continuing, Net Cash Proceeds from insurance or condemnation proceeds shall not be required to be so applied to the extent the Borrower or any Restricted Subsidiary may reinvest all or any portion of delivers to the Administrative Agent a certificate stating that Credit Parties intend to use such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or in any one or more businesses, assets or property to acquire operating or capital expenditures, in each case, used or assets (and pay transaction expenses associated therewith) useful in a similar to the business and permitted hereunder (provided that if such investment is in the form of the acquisition Credit Parties within 180 days (or committed to be reinvested within such period and actually reinvested within 120 days thereafter) of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result of such acquisition) so long as (A) within 18 months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 18-month period, then such reinvestment shall have been consummated within 6 months after such 18-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); provided, further, it being expressly agreed that (i) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to prepay the Loans and/or Cash Collateralize the LOC Obligations immediately thereafter (such prepayment of the Term Loans to be applied as set forth in this Section 2.05(b)(iiiclause (vii) below). Confidential Materials Omitted and (ii) Filed Separately with the use Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of such proceeds for working capital shall not qualify 1933, as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capital.amended. Confidential Portions are marked: [***]