Common use of Extraordinary Receipts Clause in Contracts

Extraordinary Receipts. No later than ten Business Days following the date of receipt by Borrower or any of its Restricted Subsidiaries, or Administrative Agent or Collateral Agent as loss payee, of any Extraordinary Receipts, Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of such Extraordinary Receipts in excess of $2,000,000 (such excess amount, the “Excess Extraordinary Proceeds”); provided, the Borrower shall not be required to make a prepayment with such Excess Extraordinary Proceeds to the extent (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 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 exists at the time of such reinvestment and (y) with respect to any Excess Extraordinary Proceeds exceeding $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 been so reinvested prior to the expiration 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 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 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 date of such reinvestment.

Extraordinary Receipts. No later than ten Business Days Promptly following the date receipt of receipt by Borrower or any of its Restricted Subsidiaries, or Administrative Agent or Collateral Agent as loss payee, of Net Cash Proceeds from any Extraordinary Receipts, at the option of the Borrower, the Borrower shall prepay the Term Loans may reinvest all or any portion of such Net Cash Proceeds to repair, replace or restore any property in an aggregate amount equal respect of which such Net Cash Proceeds were paid isor to 100% of reinvest in other fixed or capital assets (provided that (1) if such Extraordinary Receipts are in excess respect of $2,000,000 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 excess amountExtraordinary 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 “Excess Extraordinary 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”); providedprovided that (i) if an Event of Default shall have occurred and be continuing, the Borrower shall not be required permitted to make any such reinvestments (other than pursuant to a prepayment with such Excess Extraordinary Proceeds to the extent (A) the Excess Extraordinary Proceeds are reinvested in assets legally binding commitment that are, in the reasonable business judgment of the Borrower, useful in the business of the Borrower 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) entered into at a time when no Event of Default exists at the time of such reinvestment existed or was continuing) and (yii) with respect to if any Excess Extraordinary Net Cash Proceeds exceeding $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 cannot been be so reinvested prior to during the expiration of the applicable periodperiods described above, the Borrower shall promptly prepay the outstanding Term Loans after the expiration of such period in an amount equal to any such Excess Extraordinary Net Cash Proceeds less any amount so reinvested; provided, further that, if such 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 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 applied on the date last day of such reinvestmentperiod to the prepayment of the Loans pursuant to this Section 2.03(df) or (j) as applicable.

Extraordinary Receipts. No later than ten Business Days Promptly following the date receipt of receipt by Borrower or any of its Restricted Subsidiaries, or Administrative Agent or Collateral Agent as loss payee, of Net Cash Proceeds from any Extraordinary Receipts, at the option of the Borrower, the Borrower shall prepay the Term Loans may reinvest all or any portion of such Net Cash Proceeds to repair, replace, refurbish or restore any property in an aggregate amount equal respect of which such Net Cash Proceeds were paid or to 100% of reinvest in other fixed or capital assets (provided that (1) if such Extraordinary Receipts are in excess respect of $2,000,000 Real Property, such reinvestment may not be made in assets other than Real Property; and (2) if such excess amountExtraordinary 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 “Excess Extraordinary Proceeds”)Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within six (6) months following receipt thereof, within 90 days of the date of such legally binding commitment; providedprovided that (i) if an Event of Default shall have occurred and be continuing, the Borrower shall not be required permitted to make any such reinvestments (other than pursuant to a prepayment with such Excess Extraordinary Proceeds to the extent (A) the Excess Extraordinary Proceeds are reinvested in assets legally binding commitment that are, in the reasonable business judgment of the Borrower, useful in the business of the Borrower 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) entered into at a time when no Event of Default exists at the time of such reinvestment existed or was continuing) and (yii) with respect to if any Excess Extraordinary Net Cash Proceeds exceeding $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 cannot been be so reinvested prior to during the expiration of the applicable periodperiods described above, the Borrower shall promptly prepay the outstanding Term Loans after the expiration of such period in an amount equal to any such Excess Extraordinary Net Cash Proceeds less any amount so reinvested; provided, further that, if such 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 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 applied on the date last day of such reinvestmentperiod to the ratable prepayment of the Loans.

Extraordinary Receipts. No later than ten Business Days following Upon the date occurrence of receipt by any Extraordinary Receipt with respect to the Borrower or any of its Restricted Subsidiaries (excluding any Project Finance Subsidiaries) which, or Administrative Agent or Collateral Agent as loss payeein any such case, results in the realization by such Person of any Extraordinary ReceiptsNet Cash Proceeds, the Borrower shall prepay the Term Loans in an aggregate principal amount of Loans equal to 100% of such Extraordinary Receipts the Net Cash Proceeds received therefrom in excess of $2,000,000 50,000,000 (such excess amount, the “Excess Extraordinary Proceeds”); provided, the Borrower shall not be required to make a prepayment with such Excess Extraordinary less any exclusion of prepayments from Net Cash Proceeds of Dispositions applied to the extent $50,000,000 threshold set forth in clause (Aii) the Excess Extraordinary Proceeds are reinvested in assets that are, above) in the reasonable business judgment of aggregate for the Borrower, useful in Net Cash Proceeds received from all such Extraordinary Receipts during the business of immediately preceding twelve month period on the Borrower or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) within 365 days next Business Day following receipt 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 realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower and/or (as notified by the Borrower to the Administrative Agent within 45 days following the date of such Restricted Extraordinary Receipt), and so long as no Event of Default shall have occurred and be continuing, the Borrower or any 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 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 so reinvest shall have been executed) and (B) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing a definitive agreement to so reinvest has been executed within such Excess Extraordinary Proceeds during such 36512-day month period, then such Excess Extraordinary Proceeds are so reinvested reinvestment shall have been consummated within 180 days 6 months after the expiration of such 36512-day period, month period (in each case, so long as (x) no Event of Default exists at certified by the time of such reinvestment and (y) with respect to any Excess Extraordinary Proceeds exceeding $5,000,000, prior Borrower in writing to the date of Administrative Agent); and provided further, that any Net Cash Proceeds not subject to such required prepayment, definitive agreement or so reinvested shall be immediately applied to the Borrower notifies the Administrative Agent in writing prepayment 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 been so reinvested prior to the expiration 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 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 reinvested in assets of one or more Loan Parties and the applicable Loan Party shall comply with this Section 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestment2.05(b)(iii).

Extraordinary Receipts. No later than ten three (3) Business Days following the date of receipt by Borrower Company or any of its Restricted Subsidiaries, or Administrative Agent or Collateral Agent as loss payee, Subsidiaries of any Extraordinary Receipts, Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of 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 $2,000,000 250,000 in the aggregate in 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, so long as no Event of Default shall have occurred and be continuing, (such excess amountamounts, the “Excess Extraordinary ProceedsReceipts Reinvestments Amounts”); provided, Company shall have the Borrower shall not be required option, directly or through one or more of its Subsidiaries to make a prepayment with use such Excess Extraordinary Proceeds to Receipts Reinvestment Amounts within one hundred eighty days of receipt thereof (the extent (A“Extraordinary Receipts Reinvestment Period”) the Excess Extraordinary Proceeds are reinvested in assets that are, in the reasonable business judgment of the Borrower, useful general type used in the business of the Borrower or some or all of Company and its Restricted Subsidiaries within two hundred seventy (including by way of any Permitted Acquisition270) within 365 days following receipt thereof by the Borrower and/or (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 Restricted Subsidiary, or initial two hundred seventy (B270) 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); provided further, pending any such Excess investment, all such Extraordinary Proceeds are so reinvested within 180 days after the expiration of Receipts Reinvestment Amounts shall, if requested by Requisite Purchasers, be held at all times prior to such 365-day periodreinvestment, 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, so long as (x) no Event of Default exists at the time of Company shall apply such reinvestment and (y) with respect to any Excess Extraordinary Proceeds exceeding $5,000,000, prior Receipts Reinvestment Amounts 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 been so reinvested prior to the expiration 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 casualty or taking includes any Collateral, the assets in which the portion of Excess Extraordinary Proceeds derived from such Collateral are so reinvested Obligations as set forth above shall be 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 date of such reinvestment2.14(b).

Extraordinary Receipts. No later than ten Business Days following Upon the date occurrence of receipt by any Extraordinary Receipt with respect to the Borrower or any of its Restricted SubsidiariesSubsidiaries which, or Administrative Agent or Collateral Agent as loss payeein any such case, results in the realization by such Person of any Extraordinary ReceiptsNet Cash Proceeds, the Borrower shall prepay the an aggregate principal amount of Term Loans in an aggregate amount equal to 100% of such Extraordinary Receipts the Net Cash Proceeds received therefrom in excess of $2,000,000 100,000,000 (such excess amount, the “Excess Extraordinary Proceeds”); provided, the Borrower shall not be required to make a prepayment with such Excess Extraordinary less any exclusion of prepayments from Net Cash Proceeds of Dispositions applied to the extent $100,000,000 threshold set forth in clause (Aii) the Excess Extraordinary Proceeds are reinvested in assets that are, above) in the reasonable business judgment of aggregate for the Borrower, useful in Net Cash Proceeds received from all such Extraordinary Receipts during the business of immediately preceding twelve month period on the Borrower or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) within 365 days next Business Day following receipt 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 realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower and/or (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 SubsidiarySubsidiary 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 so reinvest shall have been executed) and (B) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing a definitive agreement to so reinvest has been executed within such Excess Extraordinary Proceeds during such 36512-day month period, then such Excess Extraordinary Proceeds are so reinvested reinvestment shall have been consummated within 180 days 6 months after the expiration of such 36512-day period, month period (in each case, so long as (x) no Event of Default exists at certified by the time of such reinvestment and (y) with respect to any Excess Extraordinary Proceeds exceeding $5,000,000, prior Borrower in writing to the date of Administrative Agent); and provided further, that any Net Cash Proceeds not subject to such required prepayment, definitive agreement or so reinvested shall be immediately applied to the Borrower notifies the Administrative Agent in writing prepayment 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 been so reinvested prior to the expiration 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 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 reinvested in assets of one or more Loan Parties and the applicable Loan Party shall comply with this Section 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestment2.05(b)(iii).

Extraordinary Receipts. No later than ten Business Days following the date of receipt by The Borrower or any of its Restricted Subsidiariespromises to pay, or cause to be paid, to the Administrative Agent or Collateral Agent as loss payee, for the benefit of the Lenders an amount equal to one hundred percent (100%) of the Net Cash Proceeds 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, Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of such Extraordinary Receipts in excess of $2,000,000 (such excess amount, the “Excess Extraordinary Proceeds”); provided, the Borrower prepayment shall not be required with respect to make a prepayment with such Excess any Extraordinary Proceeds Receipt of the type described in clauses (a) or (b) of the definition thereof to the extent that a Loan Party reinvests an amount equal to the Net Cash Proceeds of such Extraordinary Receipt in productive assets (Aother than Inventory (except to the extent Inventory was subject to an applicable Casualty Event)) the Excess Extraordinary Proceeds are reinvested in assets that are, in the reasonable business judgment of the Borrower, useful a kind then used or usable in the business of the Borrower or some its Subsidiaries, within one twelve (12) months after the date of the applicable Disposition 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 SubsidiaryCasualty Event, or enters into a binding commitment thereof within said twelve (B12) if the Borrower and/or month period and subsequently makes 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 reinvestment within 180 one hundred eighty (180) days after the expiration of such 365-day twelve (12) month period, in each case, so long as (x) no Event of Default exists at the time of such reinvestment and (y) with respect to any Excess Extraordinary Proceeds exceeding $5,000,000, prior to the date of any such required prepayment, ; provided that the Borrower notifies the Administrative Agent in writing of such Loan Party’s intent to reinvest and of the Borrower’s and/or its Restricted Subsidiary’s intention to reinvest completion of such Excess Extraordinary Proceeds; provided thatreinvestment at the time such proceeds are received and when such reinvestment occurs, to respectively. The provisions of this Section 2.04.4(a) shall not be deemed a waiver of or constitute the extent such Excess Extraordinary Proceeds have not been so reinvested prior to the expiration implied consent of the applicable period, Credit Parties to any transactions which are either prohibited by the Borrower shall promptly prepay terms of the outstanding Term Loans after Credit Documents or which by the expiration terms of such period in an amount equal to such Excess Extraordinary Proceeds less any amount so reinvested; provided, further that, if such casualty of the Credit Documents require the prior consent of any or taking includes any Collateral, all of the assets in which the portion of Excess Extraordinary Proceeds derived from such Collateral are so reinvested as set forth above shall be 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 date of such reinvestmentCredit Parties.

Extraordinary Receipts. No later than ten Business Days following Upon the date occurrence of receipt by any Extraordinary Receipt with respect to the Borrower or any of its Restricted SubsidiariesSubsidiaries which, or Administrative Agent or Collateral Agent as loss payeein any such case, results in the realization by such Person of any Extraordinary ReceiptsNet Cash Proceeds, the Borrower shall prepay the an aggregate principal amount of Term Loans in an aggregate amount equal to 100% of the Net Cash Proceeds received therefrom in excess of the Disposition Threshold Amount (less any exclusion of prepayments from Net Cash Proceeds of Dispositions applied to the Disposition Threshold Amount pursuant to clause (ii) above) in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts in excess of $2,000,000 (such excess amount, during the “Excess Extraordinary Proceeds”); provided, immediately preceding twelve month period on the Borrower shall not be required to make a prepayment with such Excess Extraordinary Proceeds to the extent (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 or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) within 365 days next Business Day following receipt 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 realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower and/or (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 SubsidiarySubsidiary 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 so reinvest shall have been executed) and (B) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing a definitive agreement to so reinvest has been executed within such Excess Extraordinary Proceeds during such 36512-day month period, then such Excess Extraordinary Proceeds are so reinvested reinvestment shall have been consummated within 180 days 6 months after the expiration of such 36512-day period, month period (in each case, so long as (x) no Event of Default exists at certified by the time of such reinvestment and (y) with respect to any Excess Extraordinary Proceeds exceeding $5,000,000, prior Borrower in writing to the date of Administrative Agent); and provided further, that any Net Cash Proceeds not subject to such required prepayment, definitive agreement or so reinvested shall be immediately applied to the Borrower notifies the Administrative Agent in writing prepayment 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 been so reinvested prior to the expiration 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 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 reinvested in assets of one or more Loan Parties and the applicable Loan Party shall comply with this Section 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestment2.05(b)(iii).

Extraordinary Receipts. No later than ten three (3) Business Days following the date of receipt by Borrower Holdings, Company or any of its Restricted Subsidiaries, or Administrative Agent or Collateral Agent as loss payee, Subsidiaries of any Extraordinary Receipts, Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of 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 $2,000,000 250,000 in the aggregate in 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, so long as no Event of Default shall have occurred and be continuing, (such excess amountamounts, the “Excess Extraordinary ProceedsReceipts Reinvestments Amounts”); provided, Company shall have the Borrower shall not be required option, directly or through one or more of its Subsidiaries to make a prepayment with use such Excess Extraordinary Proceeds to Receipts Reinvestment Amounts within one hundred eighty days of receipt thereof (the extent (A“Extraordinary Receipts Reinvestment Period”) the Excess Extraordinary Proceeds are reinvested in assets that are, in the reasonable business judgment of the Borrower, useful general type used in the business of the Borrower or some or all of Holdings, Company and its Restricted Subsidiaries within two hundred seventy (including by way of any Permitted Acquisition270) within 365 days following receipt thereof by the Borrower and/or (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 Restricted Subsidiary, or initial two hundred seventy (B270) 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); provided further, pending any such Excess investment, all such Extraordinary Proceeds are so reinvested within 180 days after the expiration of Receipts Reinvestment Amounts shall, if requested by Requisite Purchasers, be held at all times prior to such 365-day periodreinvestment, 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, so long as (x) no Event of Default exists at the time of Company shall apply such reinvestment and (y) with respect to any Excess Extraordinary Proceeds exceeding $5,000,000, prior Receipts Reinvestment Amounts 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 been so reinvested prior to the expiration 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 casualty or taking includes any Collateral, the assets in which the portion of Excess Extraordinary Proceeds derived from such Collateral are so reinvested Obligations as set forth above shall be 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 date of such reinvestment2.14(b).

Extraordinary Receipts. No later than ten Within 3 Business Days following of the date of receipt by Borrower or any Loan Party of its Restricted Subsidiaries, or Administrative Agent or Collateral Agent as loss payee, the Net Cash Proceeds of any Extraordinary Receipts, Borrower Borrowers shall prepay prepay, subject to the Term Loans terms of the Intercreditor Agreement, the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an aggregate amount equal to 100% of such Extraordinary Receipts in excess of $2,000,000 (such excess amount, the “Excess Extraordinary Net Cash Proceeds”); provided, the Borrower that so long as no Triggering Event has occurred, such prepayment obligation shall not be required to make a prepayment with such Excess Extraordinary Proceeds 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) the Excess Extraordinary Proceeds are reinvested in assets that areno Default or Event of Default shall have occurred and is continuing or would result therefrom, in the reasonable business judgment of the Borrower, useful in the business of the Borrower 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 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 and/or costs of replacement of the properties or assets in respect of which such Restricted SubsidiaryNet Cash Proceeds were received, as applicable(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, has committed in writing to so reinvest and (D) the Loan Parties complete such Excess Extraordinary Proceeds during such 365-day periodreplacement, such Excess Extraordinary Proceeds are so reinvested purchase or construction within 180 days after the expiration initial receipt of such 365-day periodmonies (or 270 days months if a commitment to reinvest is entered into within 180 days months after such receipt), in each case, so long as (x) no Event of Default exists at then the time Loan Party whose assets were the subject of such reinvestment and (y) with respect Extraordinary Receipt shall have the option to any Excess Extraordinary Proceeds exceeding $5,000,000, prior apply such monies to the date costs of any such required prepayment, the Borrower notifies the Administrative Agent in writing replacement of the Borrower’s and/or its Restricted Subsidiary’s intention to reinvest assets that are the subject of such Excess Extraordinary Proceeds; provided that, Disposition unless and to the extent that such Excess Extraordinary Proceeds applicable period shall have not been so reinvested prior 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 the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans after the expiration of such period Agent and applied in an amount equal to such Excess Extraordinary Proceeds less any amount so reinvestedaccordance with Section 2.4(f)(ii); provided, further thathowever, if that the Loan Parties shall not have the right to use such casualty Net Cash Proceeds to make such replacements, purchases or taking includes 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 (ii) to the extent the applicable Net Cash Proceeds constitute proceeds of the Term B Priority Collateral, Borrowers are required to prepay the assets Term Loan Indebtedness with such Net Cash Proceeds and Borrowers prepay such Term Loan Indebtedness with such Net Cash Proceeds in which accordance with the portion of Excess Extraordinary Proceeds derived from such Collateral are so reinvested as set forth above shall be reinvested in assets of one or more Term 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 date of such reinvestmentIndebtedness Documents.

Extraordinary Receipts. No later than ten Business Days following Upon the date occurrence of receipt by any Extraordinary Receipt with respect to the Borrower or any of its Restricted SubsidiariesSubsidiaries which, or Administrative Agent or Collateral Agent as loss payeein any such case, results in the realization by such Person of any Extraordinary ReceiptsNet Cash Proceeds, the Borrower shall prepay the an aggregate principal amount of Term Loans in an aggregate amount equal to 100% of such Extraordinary Receipts the Net Cash Proceeds received therefrom in excess of $2,000,000 50,000,000 (such excess amount, the “Excess Extraordinary Proceeds”); provided, the Borrower shall not be required to make a prepayment with such Excess Extraordinary less any exclusion of prepayments from Net Cash Proceeds of Asset Sales applied to the extent $50,000,000 threshold set forth in clause (Aii) the Excess Extraordinary Proceeds are reinvested in assets that are, above) in the reasonable business judgment of aggregate for the Borrower, useful in Net Cash Proceeds received from all such Extraordinary Receipts during the business of immediately preceding twelve month period on the Borrower or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) within 365 days 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 and/or such Restricted Subsidiary, or (B) if as notified by 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 the Administrative Agent within 180 45 days after following the expiration date of such 365-day periodExtraordinary 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 (xA) no Event of Default exists at the time 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 (yB) with respect if a definitive agreement to any Excess Extraordinary Proceeds exceeding $5,000,000so reinvest has been executed within such 18-month period, prior 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 date of Administrative Agent); and provided, further, that (i) any Net Cash Proceeds not subject to such required prepayment, definitive agreement or so reinvested shall be immediately applied to the Borrower notifies the Administrative Agent in writing prepayment 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 been so reinvested prior to the expiration 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 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 reinvested in assets of one or more Loan Parties this Section 2.05(b)(iii) and (ii) the applicable Loan Party shall comply with Section 6.16 with respect to such assets as if such assets were acquired on the date use of such reinvestmentproceeds 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. No later than ten Business Days following Upon the date occurrence of receipt by any Extraordinary Receipt with respect to the Borrower or any of its Restricted SubsidiariesSubsidiaries which, or Administrative Agent or Collateral Agent as loss payeein any such case, results in the realization by such Person of any Extraordinary ReceiptsNet Cash Proceeds, the Borrower shall prepay the Term Loans in an aggregate principal amount of Loans equal to 100% of such Extraordinary Receipts the Net Cash Proceeds received therefrom in excess of $2,000,000 50,000,000 (such excess amount, the “Excess Extraordinary Proceeds”); provided, the Borrower shall not be required to make a prepayment with such Excess Extraordinary less any exclusion of prepayments from Net Cash Proceeds of Dispositions applied to the extent $50,000,000 threshold set forth in clause (Aii) the Excess Extraordinary Proceeds are reinvested in assets that are, above) in the reasonable business judgment of aggregate for the Borrower, useful in Net Cash Proceeds received from all such Extraordinary Receipts during the business of immediately preceding twelve month period on the Borrower or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) within 365 days next Business Day following receipt 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 realized under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower and/or (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 SubsidiarySubsidiary 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 so reinvest shall have been executed) and (B) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing a definitive agreement to so reinvest has been executed within such Excess Extraordinary Proceeds during such 36512-day month period, then such Excess Extraordinary Proceeds are so reinvested reinvestment shall have been consummated within 180 days 6 months after the expiration of such 36512-day period, month period (in each case, so long as (x) no Event of Default exists at certified by the time of such reinvestment and (y) with respect to any Excess Extraordinary Proceeds exceeding $5,000,000, prior Borrower in writing to the date of Administrative Agent); and provided further, that any Net Cash Proceeds not subject to such required prepayment, definitive agreement or so reinvested shall be immediately applied to the Borrower notifies the Administrative Agent in writing prepayment 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 been so reinvested prior to the expiration 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 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 reinvested in assets of one or more Loan Parties and the applicable Loan Party shall comply with this Section 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestment2.05(b)(iii).

Extraordinary Receipts. No later than ten three (3) Business Days following the date of receipt by Borrower Company or any of its Restricted Subsidiaries, or Administrative Agent or Collateral Agent as loss payee, Subsidiaries of any Extraordinary Receipts, Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of 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 $2,000,000 250,000 in the aggregate in 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, so long as no Event of Default shall have occurred and be continuing, (such excess amountamounts, the “Excess Extraordinary ProceedsReceipts Reinvestments Amounts”); provided, Company shall have the Borrower shall not be required option, directly or through one or more of its Subsidiaries to make a prepayment with use such Excess Extraordinary Proceeds to Receipts Reinvestment Amounts within one hundred eighty days of receipt thereof (the extent (A“Extraordinary Receipts Reinvestment Period”) the Excess Extraordinary Proceeds are reinvested in assets that are, of the general type used in the reasonable business judgment of the Borrower, useful in the ​ business of the Borrower or some or all of Company and its Restricted Subsidiaries within two hundred seventy (including by way of any Permitted Acquisition270) within 365 days following receipt thereof by the Borrower and/or (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 Restricted Subsidiary, or initial two hundred seventy (B270) 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); provided further, pending any such Excess investment, all such Extraordinary Proceeds are so reinvested within 180 days after the expiration of Receipts Reinvestment Amounts shall, if requested by Requisite Purchasers, be held at all times prior to such 365-day periodreinvestment, 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, so long as (x) no Event of Default exists at the time of Company shall apply such reinvestment and (y) with respect to any Excess Extraordinary Proceeds exceeding $5,000,000, prior Receipts Reinvestment Amounts 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 been so reinvested prior to the expiration 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 casualty or taking includes any Collateral, the assets in which the portion of Excess Extraordinary Proceeds derived from such Collateral are so reinvested Obligations as set forth above shall be 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 date of such reinvestment2.14(b).

Extraordinary Receipts. No later than ten Within 3 Business Days following of the date of receipt by Borrower or any Loan Party of its Restricted Subsidiaries, or Administrative Agent or Collateral Agent as loss payee, the Net Cash Proceeds of any Extraordinary Receipts, Borrower Borrowers shall prepay prepay, subject to the Term Loans terms of the Intercreditor Agreement, the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an aggregate amount equal to 100% of such Extraordinary Receipts in excess of $2,000,000 (such excess amount, the “Excess Extraordinary Net Cash Proceeds”); provided, the Borrower that so long as no Triggering Event has occurred, such prepayment obligation shall not be required to make a prepayment with such Excess Extraordinary Proceeds 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) the Excess Extraordinary Proceeds are reinvested in assets that areno Default or Event of Default shall have occurred and is continuing or would result therefrom, in the reasonable business judgment of the Borrower, useful in the business of the Borrower 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 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 and/or costs of replacement of the properties or assets in respect of which such Restricted SubsidiaryNet Cash Proceeds were received, as applicable(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, has committed in writing to so reinvest and (D) the Loan Parties complete such Excess Extraordinary Proceeds during such 365-day periodreplacement, such Excess Extraordinary Proceeds are so reinvested purchase or construction within 180 days after the expiration initial receipt of such 365-day periodmonies (or 270 days months if a commitment to reinvest is entered into within 180 days months after such receipt), in each case, so long as (x) no Event of Default exists at then the time Loan Party whose assets were the subject of such reinvestment and (y) with respect Extraordinary Receipt shall have the option to any Excess Extraordinary Proceeds exceeding $5,000,000, prior apply such monies to the date costs of any such required prepayment, the Borrower notifies the Administrative Agent in writing replacement of the Borrower’s and/or its Restricted Subsidiary’s intention to reinvest assets that are the subject of such Excess Extraordinary Proceeds; provided that, Disposition unless and to the extent that such Excess Extraordinary Proceeds applicable period shall have not been so reinvested prior 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 the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans after the expiration of such period Agent and applied in an amount equal to such Excess Extraordinary Proceeds less any amount so reinvestedaccordance with Section 2.4(f)(ii); provided, further thathowever, if that the Loan Parties shall not have the right to use such casualty Net Cash Proceeds to make such replacements, purchases or taking includes 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 (ii) to the extent the applicable Net Cash Proceeds constitute proceeds of the Term B Priority Collateral, Borrowers are required to prepay the assets Term Loan Indebtedness with such Net Cash Proceeds and Borrowers prepay such Term Loan Indebtedness with such Net Cash Proceeds in which accordance with the portion of Excess Extraordinary Proceeds derived from such Collateral are so reinvested as set forth above shall be reinvested in assets of one or more Term 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 date of such reinvestmentIndebtedness Documents.

Extraordinary Receipts. No later than ten Business Days Promptly following the date receipt of receipt by Borrower or any of its Restricted Subsidiaries, or Administrative Agent or Collateral Agent as loss payee, of Net Cash Proceeds from any Extraordinary Receipts, at the option of the Borrower, the Borrower shall prepay the Term Loans in an aggregate amount equal to 100% may reinvest all or any portion of such Extraordinary Receipts Net Cash Proceeds to repair, replace or restore any property in excess respect of $2,000,000 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 excess amountNet 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 “Excess Extraordinary date of such legally binding commitment but in any event no earlier than the twelfth month following receipt of such Net Cash Proceeds”); providedprovided that if an Event of Default shall have occurred and be continuing, the Borrower shall not be required permitted to make any such reinvestments (other than pursuant to a prepayment with such Excess Extraordinary Proceeds to the extent (A) the Excess Extraordinary Proceeds are reinvested in assets legally binding commitment that are, in the reasonable business judgment of the Borrower, useful in the business of the Borrower 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) entered into at a time when no Event of Default exists at existed or was continuing) and (ii) if any Net Cash Proceeds cannot be so reinvested during the time periods described above, an amount equal to any such Net Cash Proceeds shall be applied on the last day of such reinvestment and (y) with respect to any Excess Extraordinary Proceeds exceeding $5,000,000, prior period to the date of any such required prepayment, the Borrower notifies the Administrative Agent in writing prepayment of the Borrower’s and/or its Restricted Subsidiary’s intention Loans at par pursuant to reinvest such Excess Extraordinary Proceedsthis Section 2.03(e); provided that, further that no prepayment shall be required under this Section 2.03(e) to the extent such Excess Extraordinary Net Cash Proceeds have not been are required to be applied to repay amounts outstanding under the Term Loan Agreement (and so reinvested prior to the expiration 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 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 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 date of such reinvestmentapplied).

Extraordinary Receipts. No later than ten The Issuer shall promptly (and, in any event, within three (3) Business Days following Days) upon the date of receipt by Borrower any Note Party or any Subsidiary of its Restricted Subsidiaries, or Administrative Agent or Collateral Agent as loss payee, the Net Cash Proceeds of any Extraordinary Receipts, Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of such Extraordinary Receipts in excess of $2,000,000 (such excess amount, the “Excess Extraordinary Proceeds”); provided, the Borrower shall not be required to make a prepayment with such Excess Extraordinary Proceeds to the extent (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 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, other than so long as (x) no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(ii), where such Net Cash Proceeds of such reinvestment 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 respect to any Excess the Net Cash Proceeds of such Extraordinary Proceeds exceeding $5,000,000, prior Receipts pursuant to the date terms thereof, then the Issuer, at its election, may apply such Net Cash Proceeds not in excess of any such required prepayment, a pro rata basis (as determined on the Borrower notifies the Administrative Agent in writing basis of the Borrower’s and/or its Restricted Subsidiary’s intention to reinvest such Excess Extraordinary Proceeds; provided that, aggregate outstanding principal amount of the Notes and the aggregate principal amount of the FP Notes outstanding) to the extent such Excess Extraordinary Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans after the expiration prepayment of such period in an amount equal to such Excess Extraordinary Proceeds less any amount so reinvestedoutstanding amounts plus the accrued but unpaid interest thereon under the FP Note Purchase Agreement; provided, further that, that if any holder of such casualty Indebtedness declines (or taking includes is deemed to have declined) all or any Collateral, the assets in which the portion of Excess Extraordinary Proceeds derived from such Collateral are so reinvested 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 Notes in accordance with the this clause (ii). Any prepayment pursuant to this clause (ii) shall be applied as set forth above shall be 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 date of such reinvestmentclause (iv) below.

Extraordinary Receipts. No later than ten three (3) Business Days following the date of receipt by Borrower Company or any of its Restricted Subsidiaries, or Administrative Agent or Collateral Agent as loss payee, Subsidiaries of any Extraordinary Receipts, Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of 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 $2,000,000 250,000 in the aggregate in 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, so long as no Event of Default shall have occurred and be continuing, (such excess amountamounts, the “Excess Extraordinary ProceedsReceipts Reinvestments Amounts”); provided, Company shall have the Borrower shall not be required option, directly or through one or more of its Subsidiaries to make a prepayment with use such Excess Extraordinary Proceeds to Receipts Reinvestment Amounts within one hundred eighty days of receipt thereof (the extent (A“Extraordinary Receipts Reinvestment Period”) the Excess Extraordinary Proceeds are reinvested in assets that are, of the general type used in the reasonable business judgment of the Borrower, useful in the 37 business of the Borrower or some or all of Company and its Restricted Subsidiaries within two hundred seventy (including by way of any Permitted Acquisition270) within 365 days following receipt thereof by the Borrower and/or (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 Restricted Subsidiary, or initial two hundred seventy (B270) 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); provided further, pending any such Excess investment, all such Extraordinary Proceeds are so reinvested within 180 days after the expiration of Receipts Reinvestment Amounts shall, if requested by Requisite Purchasers, be held at all times prior to such 365-day periodreinvestment, 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, so long as (x) no Event of Default exists at the time of Company shall apply such reinvestment and (y) with respect to any Excess Extraordinary Proceeds exceeding $5,000,000, prior Receipts Reinvestment Amounts 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 been so reinvested prior to the expiration 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 casualty or taking includes any Collateral, the assets in which the portion of Excess Extraordinary Proceeds derived from such Collateral are so reinvested Obligations as set forth above shall be 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 date of such reinvestment2.14(b).