Common use of Extraordinary Receipts Clause in Contracts

Extraordinary Receipts. Promptly following the receipt of any Net Cash Proceeds from any Extraordinary Receipts, at the option of the 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 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 (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 of the date of such 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 Net Cash Proceeds cannot be so reinvested during the periods described above, an amount equal to any such Net Cash Proceeds shall be applied on the last day of such period to the prepayment of the Loans pursuant to this Section 2.03(df) or (j) as applicable.

Extraordinary Receipts. Promptly No later than three (3) Business Days following receipt by Company or any of its Subsidiaries of any Extraordinary Receipts (it being understood that such Extraordinary Receipts shall be deposited in a Controlled Account within one (1) Business Day following the receipt thereof) in excess of $250,000 in the aggregate in any Net Cash Proceeds from any trailing twelve month period, Company shall prepay Notes as set forth in Section 2.14(b) in the amount of such excess Extraordinary Receipts; provided, at the option of the 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 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 (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 of the date of such legally binding commitment but in any event so long as 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, (such amounts, the Borrower “Extraordinary Receipts Reinvestments Amounts”), Company shall not be permitted have the option, directly or through one or more of its Subsidiaries to make 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, pending any such reinvestments (other than pursuant investment, all such Extraordinary Receipts Reinvestment Amounts shall, if requested by Requisite Purchasers, be held at all times prior to such reinvestment, in a legally binding commitment Controlled Account. In the event that such Extraordinary Receipts Reinvestment Amounts are not reinvested by Company in accordance with the Borrower entered into at a time when no Event of Default existed or was continuing) and (ii) if any Net Cash Proceeds cannot be so reinvested during the periods described aboveimmediately preceding sentence, an amount equal to any Company shall apply such Net Cash Proceeds shall be applied on the last day of such period Extraordinary Receipts Reinvestment Amounts to the prepayment of the Loans pursuant to this Obligations as set forth in Section 2.03(df) or (j) as applicable2.14(b).

Extraordinary Receipts. Promptly 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 the receipt of 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 from any realized under an Extraordinary ReceiptsReceipt described in this Section 2.05(b)(iii), at the option election of the Borrower, Borrower (as notified by 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 the Administrative Agent within four years or less) and (2) 45 days following the 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 (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 of the date of such legally binding commitment but in any event Extraordinary Receipt), and so long as 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 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 not be permitted have been consummated (or a definitive agreement to make any so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such reinvestments 18-month period, then such reinvestment shall have been consummated within 6 months after such 18-month period (other than pursuant to a legally binding commitment that in each case, as certified by the Borrower entered into at a time when no Event 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 Default existed or was continuingthe Term Loans as set forth in this Section 2.05(b)(iii) and (ii) if any Net Cash Proceeds cannot be so reinvested during the periods described above, an amount equal to any such Net Cash Proceeds shall be applied on the last day use of such period to proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the prepayment case of the Loans pursuant to this Section 2.03(df) an acquisition of a Person or (j) as applicablebusiness that includes working capital.

Extraordinary Receipts. Promptly No later than ten Business Days following the date of receipt by Borrower or any of any Net Cash Proceeds from its Restricted Subsidiaries, or Administrative Agent or Collateral Agent as loss payee, of any Extraordinary Receipts, at Borrower shall prepay the option Term Loans in an aggregate amount equal to 100% of the 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 excess of Real Property$2,000,000 (such excess amount, 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 Springing Covenant Trigger Date, if such “Excess 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 CollateralProceeds”)) within (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 of the date of such 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 continuingprovided, the Borrower shall not be permitted required to make any a prepayment with such reinvestments Excess Extraordinary Proceeds to the extent (other than pursuant to a legally binding commitment A) the Excess Extraordinary Proceeds are reinvested in assets that are, in the reasonable business judgment of the Borrower, useful in the business of the Borrower entered into at a time when or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) within 365 days following receipt thereof by the Borrower and/or such Restricted Subsidiary, or (B) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so reinvest such Excess Extraordinary Proceeds during such 365-day period, such Excess Extraordinary Proceeds are so reinvested within 180 days after the expiration of such 365-day period, in each case, so long as (x) no Event of Default existed or was continuing) exists at the time of such reinvestment and (iiy) if with respect to any Net Cash Excess Extraordinary Proceeds canexceeding $5,000,000, prior to the date of any such required prepayment, the Borrower notifies the Administrative Agent in writing of the Borrower’s and/or its Restricted Subsidiary’s intention to reinvest such Excess Extraordinary Proceeds; provided that, to the extent such Excess Extraordinary Proceeds have not be been so reinvested during prior to the periods described aboveexpiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans after the expiration of such period in an amount equal to such Excess Extraordinary Proceeds less any amount so reinvested; provided, further that, if such Net Cash casualty or taking includes any Collateral, the assets in which the portion of Excess Extraordinary Proceeds derived from such Collateral are so reinvested as set forth above shall be applied reinvested in assets of one or more Loan Parties and the applicable Loan Party shall comply with Section 6.16 with respect to such assets as if such assets were acquired on the last day date of such period to the prepayment of the Loans pursuant to this Section 2.03(df) or (j) as applicablereinvestment.

Extraordinary Receipts. Promptly 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 $100,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Dispositions applied to the $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 the receipt of thereof by such Person (such prepayments to be applied as set forth in clause (vi) below); provided that, with respect to any Net Cash Proceeds from any realized under an Extraordinary ReceiptsReceipt described in this Section 2.05(b)(iii), at the option election of the Borrower, Borrower (as notified by 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 the Administrative Agent within four years or less) and (2) 45 days following the 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 (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 of the date of such legally binding commitment but in any event Extraordinary Receipt), and so long as 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 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 operating assets, toward any Investment or other acquisitions permitted hereunder or toward capital expenditures so long as (A) within 12 months after receipt of such Net Cash Proceeds, such reinvestment shall not be permitted have been consummated (or a definitive agreement 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 continuingso reinvest shall have been executed) and (iiB) if a definitive agreement to so reinvest has been executed within such 12-month period, then such reinvestment shall have been consummated within 6 months after such 12-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, that any Net Cash Proceeds cannot be subject to such definitive agreement or so reinvested during the periods described above, an amount equal to any such Net Cash Proceeds shall be immediately applied on the last day of such period to the prepayment of the Term Loans pursuant to as set forth in this Section 2.03(df) or (j) as applicable2.05(b)(iii).

Extraordinary Receipts. Promptly Upon the occurrence of any Extraordinary Receipt with respect to the Borrower or any of its 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 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 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 the receipt of thereof by such Person (such prepayments to be applied as set forth in clause (vi) below); provided that, with respect to any Net Cash Proceeds from any realized under an Extraordinary ReceiptsReceipt described in this Section 2.05(b)(iii), at the option election of the Borrower, Borrower (as notified by 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 the Administrative Agent within four years or less) and (2) 45 days following the 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 (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 of the date of such legally binding commitment but in any event Extraordinary Receipt), and so long as 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 or any such reinvestments Subsidiary (other than pursuant 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 operating assets, toward any Investment or other acquisitions permitted hereunder or toward capital expenditures so long as (A) within 12 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to a legally binding commitment that the Borrower entered into at a time when no Event of Default existed or was continuingso reinvest shall have been executed) and (iiB) if a definitive agreement to so reinvest has been executed within such 12-month period, then such reinvestment shall have been consummated within 6 months after such 12-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, that any Net Cash Proceeds cannot be subject to such definitive agreement or so reinvested during the periods described above, an amount equal to any such Net Cash Proceeds shall be immediately applied on the last day of such period to the prepayment of the Loans pursuant to as set forth in this Section 2.03(df) or (j) as applicable2.05(b)(iii).

Extraordinary Receipts. Promptly following Within 3 Business Days of the date of receipt by any Loan Party of the Net Cash Proceeds of any Extraordinary Receipts, Borrowers shall prepay, subject to the terms of the Intercreditor Agreement, the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds; provided, 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 Extraordinary Receiptsfiscal year; provided, at further, that so long as (A) no Default or Event of Default shall have occurred and is 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 option costs of replacement of the Borrower, the Borrower may reinvest all properties or any portion of such Net Cash Proceeds to repair, replace or restore any property assets in respect of which such Net Cash Proceeds were paid isor received, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) the Loan Parties complete such replacement, purchase or construction within 180 days after the initial receipt of such monies (or 270 days months if a commitment to reinvest in other fixed or capital is entered into within 180 days months after such receipt), then the Loan Party whose assets (provided that (1) if were the subject of such Extraordinary Receipts are in respect Receipt shall have the option to apply such monies to the costs of Real Property, such reinvestment may not be made in replacement of the assets other than Real Property (other than fixtures that are depreciated on a book value basis 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 which case, any amounts remaining in the cash collateral account shall be paid to Agent and applied in accordance with GAAP within four years or less) and (2) following Section 2.4(f)(ii); provided, however, that the 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 (x) twelve (12) months following receipt of Loan Parties shall not have the right to use such Net Cash Proceeds to make such replacements, purchases or construction in excess of $20,000,000 in any given fiscal year. Notwithstanding anything to the contrary herein, no such prepayment shall be required pursuant to this clause (yii) if to the Borrower enters into a legally binding commitment extent the applicable Net Cash Proceeds constitute proceeds of the Term B Priority Collateral, Borrowers are required to reinvest prepay the Term Loan Indebtedness with such Net Cash Proceeds within twelve (12) months following receipt thereof, within 180 days of the date of and Borrowers prepay such 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 Net Cash Proceeds cannot be so reinvested during the periods described above, an amount equal to any Term Loan Indebtedness with such Net Cash Proceeds shall be applied on in accordance with the last day of such period to the prepayment of the Loans pursuant to this Section 2.03(df) or (j) as applicableTerm Loan Indebtedness Documents.

Extraordinary Receipts. Promptly following The Borrower promises to pay, or cause to be paid, to the receipt Administrative Agent for the benefit of any the Lenders an amount equal to one hundred percent (100%) of the Net Cash Proceeds from of any Extraordinary ReceiptsReceipts (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, at the option such prepayment shall not be required with respect to any Extraordinary Receipt of the Borrower, type described in clauses (a) or (b) of the Borrower may reinvest all or any portion of such definition thereof to the extent that a Loan Party reinvests an amount equal to the 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 Receipt in respect of Real Property, such reinvestment may not be made in productive 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 Inventory (2) following except to the 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 Collateralextent Inventory was subject to an applicable Casualty Event)) of a kind then used or usable in the business of the Borrower or its Subsidiaries, within (x) one twelve (12) months following receipt after the date of such Net Cash Proceeds the applicable Disposition or (y) if the Borrower Casualty Event, or enters into a legally binding commitment to reinvest such Net Cash Proceeds thereof within said twelve (12) months following receipt thereof, month period and subsequently makes such reinvestment within 180 one hundred eighty (180) days of after the date expiration of such legally binding commitment but in any event no earlier than the twelfth twelve (12) month following receipt of such Net Cash Proceedsperiod; provided that (i) if an Event of Default shall have occurred and be continuing, the Borrower notifies the Administrative Agent of such Loan Party’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. The provisions of this Section 2.04.4(a) shall not be permitted to make any such reinvestments (other than pursuant to deemed a legally binding commitment that waiver of or constitute the Borrower entered into at a time when no Event implied consent of Default existed or was continuing) and (ii) if any Net Cash Proceeds cannot be so reinvested during the periods described above, an amount equal Credit Parties to any such Net Cash Proceeds shall be applied on transactions which are either prohibited by the last day of such period to the prepayment terms of the Loans pursuant to this Section 2.03(df) Credit Documents or (j) as applicablewhich by the terms of any of the Credit Documents require the prior consent of any or all of the Credit Parties.

Extraordinary Receipts. Promptly 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 the receipt of 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 from any realized under an Extraordinary ReceiptsReceipt described in this Section 2.05(b)(iii), at the option election of the Borrower, Borrower (as notified by 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 the Administrative Agent within four years or less) and (2) 45 days following the 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 (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 of the date of such legally binding commitment but in any event Extraordinary Receipt), and so long as 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 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 to make any hereunder (provided that if such reinvestments (other than pursuant to investment is in the form of the acquisition of Equity Interests of a legally binding commitment that Person, such person is or becomes a Restricted Subsidiary of the Borrower entered into at as a time when no Event result of Default existed such acquisition) so long as (A) within 18 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or was continuinga 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) if any Net Cash Proceeds cannot be so reinvested during the periods described above, an amount equal to any such Net Cash Proceeds shall be applied on the last day use of such period to proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the prepayment case of the Loans pursuant to this Section 2.03(df) an acquisition of a Person or (j) as applicablebusiness that includes working capital.

Extraordinary Receipts. Promptly Not later than ten Business Days following the receipt of any Net Cash Proceeds from any Extraordinary Receipts, at the option of the Borrower, the Borrower may reinvest all or any portion shall make prepayments of Term Loans in accordance with Sections 2.05(h) and 2.05(i) in an aggregate amount equal to (i) in the case of Extraordinary Receipts other than Hillsboro Business Interruption Insurance Proceeds, 100% of such Net Cash Proceeds or (ii) in the case of Hillsboro Business Interruption Insurance Proceeds, 50% of such Net Cash Proceeds; provided that, in the case of Extraordinary Receipts other than Hillsboro Business Interruption Insurance Proceeds: (i) such proceeds shall not be required to be so applied on such date to the extent that (A) the Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that an amount equal to such Net Cash Proceeds is expected to be used (1) to (x) repair, replace or restore any property in respect of which such Net Cash Proceeds were paid isor or, (y) repay any purchase money, capital lease or project-level Indebtedness otherwise permitted under Section 7.02 (including the Longwall Financing Arrangements) that is secured by Liens on such proceeds (or assets or property that gave rise to such proceeds), or, in lieu of repayment, reinvest such proceeds in assets or property that, upon consummation of such reinvestment, shall be secured by Liens in favor of the holders of such permitted purchase money, capital lease or project-level Indebtedness, in either case, to the extent such repayment (or reinvestment in lieu of repayment) is required under the governing documents of such Indebtedness as in effect as of the later to occur of (x) the Amendment Effective Date and (y) the time of the event giving rise to such proceeds or, (2) to reinvest in other fixed fixed, operating or capital assets (provided that (1) if such Extraordinary Receipts are in respect of Real Property, such reinvestment may not be made in or used to make Permitted Acquisitions or acquire a brand or trademark and related assets other no later 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) 365 days following the Springing Covenant Trigger Date, if such Extraordinary Receipts are in respect date 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 (x) twelve (12) months following receipt of such Net Cash Proceeds or proceeds; provided that the Borrower shall be deemed to have complied with this clause (yi)(A) if and to the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereofextent that, within 180 365 days of the date of after such 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 continuingreceipt, the Borrower shall has entered into and not be permitted abandoned or rejected a binding agreement to make consummate any such reinvestments reinvestment described in this clause (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default existed or was continuingi)(A) and such reinvestment is thereafter completed within ninety (ii90) if any Net Cash Proceeds cannot be so reinvested during days after the periods described above, an amount equal to any such Net Cash Proceeds shall be applied on the last day end of such period to the prepayment of the Loans pursuant to this Section 2.03(df) or (j) as applicable.365-day period; or

Extraordinary Receipts. Promptly following Within 3 Business Days of the date of receipt by any Loan Party of the Net Cash Proceeds of any Extraordinary Receipts, Borrowers shall prepay, subject to the terms of the Intercreditor Agreement, the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds; provided, 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 Extraordinary Receiptsfiscal year; provided, at further, that so long as (A) no Default or Event of Default shall have occurred and is 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 option costs of replacement of the Borrower, the Borrower may reinvest all properties or any portion of such Net Cash Proceeds to repair, replace or restore any property assets in respect of which such Net Cash Proceeds were paid isor received, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) the Loan Parties complete such replacement, purchase or construction within 180 days after the initial receipt of such monies (or 270 days months if a commitment to reinvest in other fixed or capital is entered into within 180 days months after such receipt), then the Loan Party whose assets (provided that (1) if were the subject of such Extraordinary Receipts are in respect Receipt shall have the option to apply such monies to the costs of Real Property, such reinvestment may not be made in replacement of the assets other than Real Property (other than fixtures that are depreciated on a book value basis 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 which case, any amounts remaining in the cash collateral account shall be paid to Agent and applied in accordance with GAAP within four years or less) and (2) following Section 2.4(f)(ii); provided, however, that the 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 (x) twelve (12) months following receipt of Loan Parties shall not have the right to use such Net Cash Proceeds to make such replacements, purchases or construction in excess of $20,000,000 in any given fiscal year. Notwithstanding anything to the contrary herein, no such prepayment shall be required pursuant to this clause (yii) if to the Borrower enters into a legally binding commitment extent the applicable Net Cash Proceeds constitute proceeds of the Term B Priority Collateral, Borrowers are required to reinvest prepay the Term Loan Indebtedness with such Net Cash Proceeds within twelve (12) months following receipt thereof, within 180 days of the date of and Borrowers prepay such 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 Net Cash Proceeds cannot be so reinvested during the periods described above, an amount equal to any Term Loan Indebtedness with such Net Cash Proceeds shall be applied on in accordance with the last day of such period to the prepayment of the Loans pursuant to this Section 2.03(df) or (j) as applicableTerm Loan Indebtedness Documents.

Extraordinary Receipts. Promptly following the receipt of any Net Cash Proceeds from any Extraordinary Receipts, at the option of the 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 is 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 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 (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 of the date of such 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 Net Cash Proceeds cannot be so reinvested during the periods described above, an amount equal to any such Net Cash Proceeds shall be applied on the last day of such period to the prepayment of the Loans at par pursuant to this Section 2.03(df2.03(e); provided further that no prepayment shall be required under this Section 2.03(e) or to the extent such Net Cash Proceeds are required to be applied to repay amounts outstanding under the Term Loan Agreement (j) as applicableand so applied).

Extraordinary Receipts. Promptly following the receipt of any Net Cash Proceeds from any Extraordinary Receipts, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds to repair, replace replace, refurbish or restore any property in respect of which such Net Cash Proceeds were paid isor 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 (other than fixtures that are depreciated on a book value basis in accordance with GAAP within four years or less) Property; and (2) following the Springing Covenant Trigger Date, if such Extraordinary Receipts are in respect of Specified Real Property that is Term Priority Collateral, such reinvestment may only not be made in Specified Real Property that is Collateral (or that assets other than assets will, upon such reinvestment become Collateral)) Term Priority Collateral within (x) twelve six (126) 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 six (126) months following receipt thereof, within 180 90 days of the date of such legally binding commitment but in any event no earlier than the twelfth month following receipt of such Net Cash Proceedscommitment; 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 Net Cash Proceeds cannot be so reinvested during the periods described above, an amount equal to any such Net Cash Proceeds shall be applied on the last day of such period to the ratable prepayment of the Loans pursuant to this Section 2.03(df) or (j) as applicableLoans.

Extraordinary Receipts. Promptly Not later than ten Business Days following the receipt of any Net Cash Proceeds from any Extraordinary Receipts, at the option of the Borrower, the Borrower may reinvest all or any portion shall make prepayments of Term Loans in accordance with Sections 2.05(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) such proceeds shall not be required to be so applied on such date to the extent that (1) the Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that an amount equal to such Net Cash Proceeds are expected to be used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid isor or to reinvest in other fixed fixed, operating or capital assets (or used to make Permitted Acquisitions or acquire a brand or trademark and related assets no later than 365 days following the date of receipt of such proceeds; provided that the Borrower shall be deemed to have complied with this clause (1i)(1) if and to the extent that, within 365 days after such Extraordinary Receipts are in respect of Real Propertyreceipt, the Borrower has entered into and not abandoned or rejected a binding agreement to consummate any such reinvestment may not be made described in assets other than Real Property this clause (other than fixtures that are depreciated on a book value basis in accordance with GAAP within four years or lessi)(1) and such reinvestment is thereafter completed within 90 days after the end of such 365- day period; or (2) following the Springing Covenant Trigger DateNet Cash Proceeds are applied to prepay, if such Extraordinary Receipts are in respect of Specified Real Property redeem, purchase or defease Indebtedness that is Collateral, such reinvestment may only be made secured by Liens on the Collateral that are equal in Specified Real Property that is priority to the Liens on the Collateral Securing the Obligations; and (or that will, upon such reinvestment become Collateral)ii) within (x) twelve (12) months following receipt if any portion 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 of the date of such 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 so applied within such 365-day period (or the 90-day period thereafter in the case of 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 Net Cash Proceeds cannot be so reinvested during the periods described aboveagreement), an amount equal to any such Net Cash Proceeds unused portion shall be applied on the last day of such period to the as a mandatory prepayment of the Loans pursuant to as provided in this Section 2.03(df) or (j) as applicable2.05(f).

Extraordinary Receipts. Promptly No later than three (3) Business Days following receipt by Company or any of its Subsidiaries of any Extraordinary Receipts (it being understood that such Extraordinary Receipts shall be deposited in a Controlled Account within one (1) Business Day following the receipt thereof) in excess of $250,000 in the aggregate in any Net Cash Proceeds from any trailing twelve month period, Company shall prepay Notes as set forth in Section 2.14(b) in the amount of such excess Extraordinary Receipts; provided, at the option of the 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 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 (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 of the date of such legally binding commitment but in any event so long as 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, (such amounts, the Borrower “Extraordinary Receipts Reinvestments Amounts”), Company shall not be permitted have the option, directly or through one or more of its Subsidiaries to make 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, pending any such reinvestments (other than pursuant investment, all such Extraordinary Receipts Reinvestment Amounts shall, if requested by Requisite Purchasers, be held at all times prior to such reinvestment, in a legally binding commitment Controlled Account. In the event that such Extraordinary Receipts Reinvestment Amounts are not reinvested by Company in accordance with the Borrower entered into at a time when no Event of Default existed or was continuing) and (ii) if any Net Cash Proceeds cannot be so reinvested during the periods described aboveimmediately preceding sentence, an amount equal to any Company shall apply such Net Cash Proceeds shall be applied on the last day of such period Extraordinary Receipts Reinvestment Amounts to the prepayment of the Loans pursuant to this Obligations as set forth in Section 2.03(df) or (j) as applicable2.14(b).

Extraordinary Receipts. Promptly 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 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 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 the receipt of thereof by such Person (such prepayments to be applied as set forth in clause (vi) below); provided that, with respect to any Net Cash Proceeds from any realized under an Extraordinary ReceiptsReceipt described in this Section 2.05(b)(iii), at the option election of the Borrower, Borrower (as notified by 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 the Administrative Agent within four years or less) and (2) 45 days following the 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 (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 of the date of such legally binding commitment but in any event Extraordinary Receipt), and so long as 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 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 operating assets, toward any Investment or other acquisitions permitted hereunder or toward capital expenditures so long as (A) within 12 months after receipt of such Net Cash Proceeds, such reinvestment shall not be permitted have been consummated (or a definitive agreement 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 continuingso reinvest shall have been executed) and (iiB) if a definitive agreement to so reinvest has been executed within such 12-month period, then such reinvestment shall have been consummated within 6 months after such 12-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, that any Net Cash Proceeds cannot be subject to such definitive agreement or so reinvested during the periods described above, an amount equal to any such Net Cash Proceeds shall be immediately applied on the last day of such period to the prepayment of the Loans pursuant to as set forth in this Section 2.03(df) or (j) as applicable2.05(b)(iii).

Extraordinary Receipts. Promptly No later than three (3) Business Days following receipt by Holdings, Company or any of its Subsidiaries of any Extraordinary Receipts (it being understood that such Extraordinary Receipts shall be deposited in a Controlled Account within one (1) Business Day following the receipt thereof) in excess of $250,000 in the aggregate in any Net Cash Proceeds from any trailing twelve month period, Company shall prepay Notes as set forth in Section 2.14(b) in the amount of such excess Extraordinary Receipts; provided, at the option of the 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 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 (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 of the date of such legally binding commitment but in any event so long as 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, (such amounts, the Borrower “Extraordinary Receipts Reinvestments Amounts”), Company shall not be permitted have the option, directly or through one or more of its Subsidiaries to make 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, 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, pending any such reinvestments (other than pursuant investment, all such Extraordinary Receipts Reinvestment Amounts shall, if requested by Requisite Purchasers, be held at all times prior to such reinvestment, in a legally binding commitment Controlled Account. In the event that such Extraordinary Receipts Reinvestment Amounts are not reinvested by Company in accordance with ​ ​ the Borrower entered into at a time when no Event of Default existed or was continuing) and (ii) if any Net Cash Proceeds cannot be so reinvested during the periods described aboveimmediately preceding sentence, an amount equal to any Company shall apply such Net Cash Proceeds shall be applied on the last day of such period Extraordinary Receipts Reinvestment Amounts to the prepayment of the Loans pursuant to this Obligations as set forth in Section 2.03(df) or (j) as applicable2.14(b).

Extraordinary Receipts. Promptly Not later than ten Business Days following the receipt of any Net Cash Proceeds from any Extraordinary Receipts, at the option of the Borrower, the Borrower may reinvest all or any portion shall make prepayments of Term Loans in accordance with Sections 2.05(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that: (i) such proceeds shall not be required to be so applied on such date to the extent that (1) the Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that an amount equal to such Net Cash Proceeds are expected to be used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid isor or to reinvest in other fixed fixed, operating or capital assets (or used to make Permitted Acquisitions or acquire a brand or trademark and related assets no later than 365 days following the date of receipt of such proceeds; provided that the Borrower shall be deemed to have complied with this clause (1i)(1) if and to the extent that, within 365 days after such Extraordinary Receipts are in respect of Real Propertyreceipt, the Borrower has entered into and not abandoned or rejected a binding agreement to consummate any such reinvestment may not be made described in assets other than Real Property this clause (other than fixtures that are depreciated on a book value basis in accordance with GAAP within four years or lessi)(1) and such reinvestment is thereafter completed within 90 days after the end of such 365-day period; or (2) following the Springing Covenant Trigger DateNet Cash Proceeds are applied to prepay, if such Extraordinary Receipts are in respect of Specified Real Property redeem, purchase or defease Indebtedness that is Collateral, such reinvestment may only be made secured by Liens on the Collateral that are equal in Specified Real Property that is priority to the Liens on the Collateral Securing the Obligations; and (or that will, upon such reinvestment become Collateral)ii) within (x) twelve (12) months following receipt if any portion 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 of the date of such 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 so applied within such 365-day period (or the 90-day period thereafter in the case of 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 Net Cash Proceeds cannot be so reinvested during the periods described aboveagreement), an amount equal to any such Net Cash Proceeds unused portion shall be applied on the last day of such period to the as a mandatory prepayment of the Loans pursuant to as provided in this Section 2.03(df) or (j) as applicable2.05(f).

Extraordinary Receipts. Promptly Not later than ten Business Days following the receipt of any Net Cash Proceeds from any Extraordinary Receipts, at the option of the Borrower, the Borrower may reinvest all or any portion shall make prepayments of Term Loans in accordance with Sections 2.05(h) and 2.05(i) in an aggregate amount equal to (i) in the case of Extraordinary Receipts other than Hillsboro Business Interruption Insurance Proceeds, 100% of such Net Cash Proceeds or (ii) in the case of Hillsboro Business Interruption Insurance Proceeds, 50% of such Net Cash Proceeds; provided that, in the case of Extraordinary Receipts other than Hillsboro Business Interruption Insurance Proceeds: (i) such proceeds shall not be required to be so applied on such date to the extent that (A) the Borrower shall have delivered a certificate to the Administrative Agent on or prior to such date stating that an amount equal to such Net Cash Proceeds is expected to be used (1) to (x) repair, replace or restore any property in respect of which such Net Cash Proceeds were paid isor or, (y) repay any purchase money, capital lease or project-level Indebtedness otherwise permitted under Section 7.02 (including the Longwall Financing Arrangements) that is secured by Liens on such proceeds (or assets or property that gave rise to such proceeds), or, in lieu of repayment, reinvest such proceeds in assets or property that, upon consummation of such reinvestment, shall be secured by Liens in favor of the holders of such permitted purchase money, capital lease or project-level Indebtedness, in either case, to the extent such repayment (or reinvestment in lieu of repayment) is required under the governing documents of such Indebtedness as in effect as of the later to occur of (x) the Amendment Effective Date and (y) the time of the event giving rise to such proceeds or, (2) to reinvest in other fixed fixed, operating or capital assets (or used to make Permitted Acquisitions or acquire a brand or trademark and related assets no later than 365 days following the date of receipt of such proceeds; provided that the Borrower shall be deemed to have complied with this clause (1i)(A) if and to the extent that, within 365 days after such Extraordinary Receipts are in respect of Real Propertyreceipt, the Borrower has entered into and not abandoned or rejected a binding agreement to consummate any such reinvestment may not be made described in assets other than Real Property this clause (other than fixtures i)(A) and such reinvestment is thereafter completed within ninety (90) days after the end of such 365-day period; or (B) the Net Cash Proceeds are applied to prepay, redeem, purchase or defease Indebtedness that is secured by Liens on the Collateral that are depreciated equal in priority to the Liens on a book value basis in accordance with GAAP within four years or lessthe Collateral securing the Obligations; and (ii) and (2) following the 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 (x) twelve (12) months following receipt any portion 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 of the date of such 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 so applied within such 365-day period (or the ninety- (90-) day period thereafter in the case of 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 Net Cash Proceeds cannot be so reinvested during the periods described aboveagreement), an amount equal to any such Net Cash Proceeds unused portion shall be applied on the last day of such period to the as a mandatory prepayment of the Loans pursuant to as provided in this Section 2.03(df) or (j) as applicable2.05(f).