Common use of Extraordinary Receipts Clause in Contracts

Extraordinary Receipts. Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, to the extent that the aggregate amount of such Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Term Loans) shall exceed, for all such Extraordinary Receipts in the Fiscal Year in which such Extraordinary Receipts are received, $500,000. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, Extraordinary Receipts consisting of proceeds of casualty insurance and/or condemnation awards shall not be required to be so applied to the extent (A) the Borrowers deliver to the Administrative Agent promptly following the casualty or condemnation a certificate stating that it intends to use such Extraordinary Receipts to repair or replace the assets so destroyed or condemned within one hundred eighty (180) days of receipt of such Extraordinary Receipts and (B) Borrowers in fact reinvest such Extraordinary Receipts within such one hundred eighty (180) day period. Pending such reinvestment, the Net Cash Proceeds shall be applied as a prepayment of Revolving Loans but not as a permanent reduction in the Total Revolving Loan Commitment. Any Extraordinary Receipts not so reinvested shall be applied to permanently prepay the Loans in accordance with Section 2.05(d).

Extraordinary Receipts. Upon the receipt by occurrence of any Loan Party 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 any Extraordinary ReceiptsNet Cash Proceeds, the Borrowers Borrower shall prepay the outstanding an aggregate principal amount of the Term Loans in an amount equal to 100% of such Extraordinary Receipts, net the Net Cash Proceeds received therefrom in excess of the Disposition Threshold Amount (less any reasonable expenses incurred in collecting such Extraordinary Receipts, exclusion of prepayments from Net Cash Proceeds of Dispositions applied to the extent that Disposition Threshold Amount pursuant to clause (ii) above) in the aggregate amount of for the Net Cash Proceeds received from all such Extraordinary Receipts received during the immediately preceding twelve month period on the next Business Day following receipt thereof by all Loan Parties and their Subsidiaries such Person (and not paid 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 (as notified by the Borrower to the Administrative Agent within 45 days following the date of such Extraordinary Receipt), and so long as no Event of Default shall have occurred and be continuing, the Borrower or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or 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 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 not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans) shall exceed, for all such Extraordinary Receipts Loans as set forth in the Fiscal Year in which such Extraordinary Receipts are received, $500,000. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, Extraordinary Receipts consisting of proceeds of casualty insurance and/or condemnation awards shall not be required to be so applied to the extent (A) the Borrowers deliver to the Administrative Agent promptly following the casualty or condemnation a certificate stating that it intends to use such Extraordinary Receipts to repair or replace the assets so destroyed or condemned within one hundred eighty (180) days of receipt of such Extraordinary Receipts and (B) Borrowers in fact reinvest such Extraordinary Receipts within such one hundred eighty (180) day period. Pending such reinvestment, the Net Cash Proceeds shall be applied as a prepayment of Revolving Loans but not as a permanent reduction in the Total Revolving Loan Commitment. Any Extraordinary Receipts not so reinvested shall be applied to permanently prepay the Loans in accordance with this Section 2.05(d2.05(b)(iii).

Extraordinary Receipts. Upon The Borrower shall pay, or cause to be paid, to the Agent the Net Available Proceeds of any Extraordinary Receipts within five (5) Business Days of the receipt thereof by any Loan Party or any of its Subsidiaries of any Extraordinary ReceiptsParty; provided, that, at the Borrowers shall prepay the outstanding principal amount option of the Loans Borrower and as long as no Default of Event of Default shall have occurred and be continuing or would be caused thereby, Net Available Proceeds from Extraordinary Receipts (other than from proceeds from the issuance of Indebtedness for borrowed money or Equity Issuances) in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, to the extent that the aggregate amount of such Extraordinary Receipts received by not exceeding Ten Million Dollars ($10,000,000.00) (i.e., when aggregated with all Loan Parties and their Subsidiaries (and other Net Available Proceeds not paid to the Administrative Agent as a prepayment of the Term LoansMandatory Prepayment) shall exceed, for all such Extraordinary Receipts in the Fiscal Year in which such Extraordinary Receipts are received, $500,000. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, Extraordinary Receipts consisting of proceeds of casualty insurance and/or condemnation awards shall not be required to be so applied paid to the extent (A) Agent as a Mandatory Prepayment so long as an Authorized Officer of the Borrowers deliver Borrower delivers a certificate to the Administrative Agent promptly following within five (5) Business Days of the casualty or condemnation a certificate receipt of the Net Available Proceeds stating that it the applicable Loan Party intends to use such the Net Available Proceeds from the Extraordinary Receipts (the “Reinvestable Proceeds”) to repair or replace purchase assets to be used by such Loan Party in its business (the assets so destroyed or condemned “Qualified Assets”) within one hundred eighty (180) days of after receipt of such Extraordinary Receipts proceeds and (B) Borrowers in fact reinvest setting forth the estimated cost of the Qualified Assets. After such Extraordinary Receipts within such election to use the Reinvestable Proceeds, on the date which occurs one hundred eighty (180) day period. Pending such reinvestmentdays after the receipt of the applicable Net Available Proceeds, the Net Cash Borrower shall (i) deliver a certificate of an Authorized Officer of the Borrower to the Agent certifying as to the amount and use of such Reinvestable Proceeds shall be applied as a prepayment of Revolving Loans but not as a permanent reduction in actually used to purchase Qualified Assets, and (ii) deliver to the Total Revolving Loan Commitment. Any Extraordinary Receipts not so reinvested shall be applied to permanently prepay the Loans Agent for application in accordance with this Section 2.05(d)2.03.3, an amount equal to the remaining unused Reinvestable Proceeds. The provisions of this Section 2.03.3(a) shall not be deemed a waiver of or constitute the implied consent of the Credit Parties to any transactions which are either prohibited by the terms of the Credit Documents or which by the terms of any of the Credit Documents require the prior consent of any or all of the Credit Parties.

Extraordinary Receipts. Upon the Promptly upon receipt by any Loan Party Borrower or Guarantor or any of its their Subsidiaries of proceeds from any Extraordinary ReceiptsReceipt, the Borrowers shall prepay the outstanding principal amount of the Loans in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds of such Extraordinary ReceiptsReceipt (such prepayment to be applied as set forth in clause (vi) below); provided, net of any reasonable expenses incurred in collecting such Extraordinary Receiptshowever, to the extent that the aggregate amount of such Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent that, so long as a prepayment of the Term Loans) shall exceed, for all such Extraordinary Receipts in the Fiscal Year in which such Extraordinary Receipts are received, $500,000. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, Extraordinary Receipts consisting of Net Cash Proceeds from insurance or condemnation proceeds of casualty insurance and/or condemnation awards shall not be required to be so applied to the extent (A) the Borrowers deliver to the Administrative Agent promptly following the casualty or condemnation a certificate stating that it intends Borrowers and Guarantors intend to use such Extraordinary Receipts Net Cash Proceeds to repair or replace acquire assets useful to the assets so destroyed or condemned business of Borrowers and Guarantors within (a) one hundred eighty (180) days year of the receipt of such Extraordinary Receipts and (B) Borrowers in fact reinvest such Extraordinary Receipts within such one hundred eighty (180) day period. Pending such reinvestment, the Net Cash Proceeds shall be applied as a prepayment of Revolving Loans but not as a permanent reduction or (b) in the Total Revolving Loan Commitment. Any Extraordinary Receipts event a commitment to reinvest such Net Cash Proceeds has been entered into during the 12 month period referred to in clause (a) above, 18 months of the receipt of such Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to permanently prepay the Loans immediately thereafter (such prepayment to be applied as set forth in accordance with Section 2.05(dclause (vi) below); and provided further, that Net Cash Proceeds from insurance or condemnation proceeds relating to ABL Priority Collateral shall only be required to prepay the Loans to the extent the proceeds thereof are not required to be applied to reduce the ABL Obligations pursuant to the ABL Credit Agreement (and are so applied).

Extraordinary Receipts. Upon On the date of receipt by or on behalf of any Loan Party or any of its Subsidiaries of any Net Proceeds from any Extraordinary ReceiptsReceipts in excess of $[**] in the aggregate in any Fiscal Year, the Borrowers Borrower shall prepay the outstanding principal Term Loan as set forth in Section 2.11(a) in the amount of such Extraordinary Receipts in excess of $[**]; provided, (i) so long as no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower has delivered Administrative Agent prior written notice of the Borrower’s intention to apply the Reinvestment Amounts to Permitted Reinvestment Purposes, (iii) the monies are held in a Deposit Account or Securities Account in which the Administrative Agent has a perfected first-priority security interest, and (iv) the Loan Parties complete such purchase within [**] after the initial receipt of such monies, the Borrower shall have the option to apply such Reinvestment Amounts to any Permitted Reinvestment Purpose in an aggregate amount not to exceed (A) $[**] in respect of any individual Extraordinary Receipt and (B) $[**] in the aggregate for all Extraordinary Receipts during the term of this Agreement; provided, that if any such Net Proceeds are no longer intended to be or cannot be so reinvested during the applicable [**] period, an amount equal to any such Net Proceeds shall be applied within [**] after Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in Section 2.11(a). (e) Partnered Assets. No later than [**] following the date of receipt of any Joint Venture Proceeds or consideration for the Capital Stock of a Joint Venture by or on behalf of any Loan Party, or with respect to Product Revenue, Royalties, Milestones and Profit Share Amounts, [**] following the last day of each Fiscal Quarter, the Borrower shall prepay the Term Loan as set forth in Section 2.11(a) in an amount equal to: (x) [**]% of (i) Product Revenues (excluding sales of Product by a Licensee), (ii) Joint Venture Proceeds, and (iii) any Profit Share Amounts, in each case generated or received by the Loan Parties in respect of the Partnered Assets (other than amounts set forth in clause (y)); (y) [**]% of any Royalties and Milestones; in the case of clauses (x) and (y), to the extent attributable to the research, development, manufacture and/or Commercialization of any Partnered Asset (including any Pipeline Asset after it becomes subject to a consummated Specified Transaction described in Section 6.9(b)(xviii)); provided that, with respect to Fazirsiran, on a Fiscal Quarter-by-Fiscal Quarter basis, in each case (x) and (y) above, Borrower shall prepay the Term Loan in an amount equal to 100% the lesser of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, to the extent that the aggregate amount of such Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Term Loans) shall exceed, for all such Extraordinary Receipts in the Fiscal Year in which such Extraordinary Receipts are received, $500,000. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, Extraordinary Receipts consisting of proceeds of casualty insurance and/or condemnation awards shall not be required to be so applied to the extent (A) the Borrowers deliver to the Administrative Agent promptly following the casualty or condemnation a certificate stating that it intends to use such Extraordinary Receipts to repair or replace the assets so destroyed or condemned within one hundred eighty (180) days of receipt of such Extraordinary Receipts [**], and (B) Borrowers [**]. For the avoidance of doubt, any Fazirsiran Payment Shortfall Amount that is not prepaid in fact reinvest such Extraordinary Receipts within such one hundred eighty (180) day period. Pending such reinvestmenta Fiscal Quarter shall be carried over to the subsequent Fiscal Quarter unless the Fazirsiran Payment Shortfall Amount is zero); and provided further that, with respect to Olpasiran, the Net Cash Proceeds prepayments with respect to Royalties in (y) shall, with respect to Royalties that were sold to RPI under the RPI Agreement, instead include [**]% of all RPI Milestones, if any, received by the Loan Parties, and the other amounts in (x) and (y) shall be applied remain as a prepayment of Revolving Loans but not as a permanent reduction in the Total Revolving Loan Commitment. Any Extraordinary Receipts not so reinvested shall be applied to permanently prepay the Loans in accordance with Section 2.05(d).set forth above; and

Extraordinary Receipts. Upon On the date of receipt by or on behalf of any Loan Party or any of its Subsidiaries of any Net Proceeds from any Extraordinary ReceiptsReceipts in excess of $[**] in the aggregate in any Fiscal Year, the Borrowers Borrower shall prepay the outstanding principal amount of Term Loan as set forth in Section 2.11(a) in the Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, to the extent that the aggregate amount of such Extraordinary Receipts received by all Loan Parties in excess of $[**]; provided, (i) so long as no Default or Event of Default shall have occurred and their Subsidiaries be continuing, (and not paid ii) the Borrower has delivered Administrative Agent prior written notice of the Borrower’s intention to apply the Reinvestment Amounts to Permitted Reinvestment Purposes, (iii) the monies are held in a Deposit Account or Securities Account in which the Administrative Agent as has a perfected first-priority security interest, and (iv) the Loan Parties complete such purchase within [**] after the initial receipt of such monies, the Borrower shall have the option to apply such Reinvestment Amounts to any Permitted Reinvestment Purpose in an aggregate amount not to exceed (A) $[**] in respect of any individual Extraordinary Receipt and (B) $[**] in the aggregate for all Extraordinary Receipts during the term of this Agreement; provided, that if any such Net Proceeds are no longer intended to be or cannot be so reinvested during the applicable [**] period, an amount equal to any such Net Proceeds shall be applied within [**] after Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans) shall exceed, for all such Extraordinary Receipts Loans as set forth in the Fiscal Year in which such Extraordinary Receipts are received, $500,000. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, Extraordinary Receipts consisting of proceeds of casualty insurance and/or condemnation awards shall not be required to be so applied to the extent (A) the Borrowers deliver to the Administrative Agent promptly following the casualty or condemnation a certificate stating that it intends to use such Extraordinary Receipts to repair or replace the assets so destroyed or condemned within one hundred eighty (180) days of receipt of such Extraordinary Receipts and (B) Borrowers in fact reinvest such Extraordinary Receipts within such one hundred eighty (180) day period. Pending such reinvestment, the Net Cash Proceeds shall be applied as a prepayment of Revolving Loans but not as a permanent reduction in the Total Revolving Loan Commitment. Any Extraordinary Receipts not so reinvested shall be applied to permanently prepay the Loans in accordance with Section 2.05(d2.11(a).

Extraordinary Receipts. Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal to one hundred percent (100% %) of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, to the extent that the aggregate amount of such Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Term Loans) shall exceed, for all such Extraordinary Receipts in the Fiscal Year in which such Extraordinary Receipts are received, $500,000. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, (i) Extraordinary Receipts consisting of proceeds of casualty insurance and/or condemnation awards shall not be required to be so applied to the extent (A) the Borrowers deliver SCG delivers to the Administrative Agent promptly following the casualty or condemnation a certificate stating that it intends to use such Extraordinary Receipts to repair or replace the assets so destroyed or condemned within one hundred eighty (180) days of receipt of such Extraordinary Receipts and (B) Borrowers in fact reinvest such Extraordinary Receipts within such one hundred eighty (180) day period. Pending such reinvestment, and (ii) Extraordinary Receipts, other than proceeds of casualty insurance and/or condemnation awards, shall not be required to be so applied to the extent (A) subject to the following clause (B), the Net Cash Proceeds shall be applied as Borrowers deposit and thereafter maintain the proceeds of such Extraordinary Receipts in a prepayment deposit account subject to a tri-party account control agreement in form and substance reasonably satisfactory to Administrative Agent and (B) the Borrowers apply such proceeds, within three hundred sixty-five (365) days of Revolving Loans but not as a permanent reduction the receipt thereof, to purchase Capital Expenditures permitted hereunder and/or to pay consideration due and owing in connection with the Total Revolving Loan Commitmentconsummation of Permitted Acquisitions. Any Extraordinary Receipts not so reinvested and/or applied within the periods specified above shall be applied to permanently prepay the Loans in accordance with Section 2.05(d)Loans.

Extraordinary Receipts. Upon No later than ten (10) Business Days following the date of receipt by any Loan Party the Borrower or any of its Subsidiaries Subsidiaries, or Administrative Agent or Collateral Agent as loss payee, of any Extraordinary Receipts, the Borrowers Borrower shall prepay the outstanding principal amount of the Term Loans in an aggregate amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, to the extent that the aggregate amount of such Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Term Loans) shall exceed, for all such Extraordinary Receipts in excess of $5,000,000 (such excess amount, the Fiscal Year in which such “Excess Extraordinary Receipts are receivedProceeds”); provided, $500,000. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, Extraordinary Receipts consisting of proceeds of casualty insurance and/or condemnation awards Borrower shall not be required to be so applied make a prepayment with such Excess Extraordinary Proceeds to the extent 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 Subsidiaries (Aincluding by way of any Permitted Acquisition) within 180 days following receipt thereof by the Borrowers deliver Borrower and/or such Subsidiary, 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 $8,000,000, prior to the date of any such required prepayment, the Borrower notifies the Administrative Agent in writing of the Borrower’s and/or its 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 such period, the Borrower shall promptly following 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 condemnation a certificate stating that it intends to use such Extraordinary Receipts to repair or replace taking includes any Collateral, the assets in which the portion of Excess Extraordinary Proceeds derived from such Collateral are so destroyed reinvested as set forth above shall be reinvested in assets of one or condemned within one hundred eighty (180) days of receipt 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 Extraordinary Receipts and (B) Borrowers in fact reinvest such Extraordinary Receipts within such one hundred eighty (180) day period. Pending such reinvestment, the Net Cash Proceeds shall be applied as a prepayment of Revolving Loans but not as a permanent reduction in the Total Revolving Loan Commitment. Any Extraordinary Receipts not so reinvested shall be applied to permanently prepay the Loans in accordance with Section 2.05(d).

Extraordinary Receipts. Upon No later than ten (10) Business Days following the date of receipt by the Surviving Parent, any Loan Party Borrower or any of its Subsidiaries Restricted Subsidiaries, or Administrative Agent or Collateral Agent as loss payee, of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal amount of the Term Loans in an aggregate amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, to the extent that the aggregate amount of such Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Term Loans) shall exceed, for all such Extraordinary Receipts in excess of $5,000,000 (such excess amount, the Fiscal Year in which such “Excess Extraordinary Receipts are receivedProceeds”); provided, $500,000. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, Extraordinary Receipts consisting of proceeds of casualty insurance and/or condemnation awards Borrowers shall not be required to be so applied 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 Designated Borrower, useful in the business of the Surviving Parent, the Borrowers deliver or some or all of their Restricted Subsidiaries (including by way of any Permitted Acquisition) within 365 days following receipt thereof by the Surviving Parent, such Borrower and/or such Restricted Subsidiary, or (B) if the Surviving Parent, such 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 $8,000,000, prior to the date of any such required prepayment, the Designated Borrower notifies the Administrative Agent in writing of the Surviving Parent’s, any Borrower’s and/or their 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 Borrowers shall promptly following 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 condemnation a certificate stating that it intends to use such Extraordinary Receipts to repair or replace taking includes any Collateral, the assets in which the portion of Excess Extraordinary Proceeds derived from such Collateral are so destroyed reinvested as set forth above shall be reinvested in assets of one or condemned within one hundred eighty (180) days of receipt 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 Extraordinary Receipts and (B) Borrowers in fact reinvest such Extraordinary Receipts within such one hundred eighty (180) day period. Pending such reinvestment, the Net Cash Proceeds shall be applied as a prepayment of Revolving Loans but not as a permanent reduction in the Total Revolving Loan Commitment. Any Extraordinary Receipts not so reinvested shall be applied to permanently prepay the Loans in accordance with Section 2.05(d).

Extraordinary Receipts. Upon Subject to the terms of the Intercreditor Agreement, if during any fiscal year of the Company, the Credit Parties have received any Extraordinary Receipts at any time a U.S. Cash Dominion Period or a Dutch Cash Dominion Period is in effect (other than proceeds of insurance and condemnation awards payable as a result of theft, loss, physical destruction, damage, taking or similar event with respect to property comprising Term Priority Collateral, the proceeds of which are used, or are required to be used within 10 Business Days of receipt, to make mandatory prepayments under the Term Loan Agreement) (all such Extraordinary Receipts in any such fiscal year, “Cash Proceeds From ABL Extraordinary Receipts”), not later than the fifth Business Day following the date of receipt by any Loan Party or any of its Subsidiaries of any Cash Proceeds From ABL Extraordinary Receipts, the Borrowers shall prepay the outstanding principal amount will make a prepayment of the Loans in an amount equal to 100% of such Cash Proceeds From ABL Extraordinary ReceiptsReceipts in accordance with Section 2.13(c) below. After payment in full of the Term Loan Facility and termination of the Term Loan Facility, net if during any fiscal year of the Company, any Credit Party has received cumulative Net Cash Proceeds of any reasonable expenses incurred in collecting Extraordinary Receipts during such Extraordinary Receiptsfiscal year, to not later than the extent that fifth Business Day following the aggregate amount date of receipt of such Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid to Net Cash Proceeds, the Administrative Agent as Borrowers will make a prepayment of the Term LoansLoans with an amount equal to 100% of such Net Cash Proceeds then received in accordance with Section 2.13(c) shall exceed, for all such Extraordinary Receipts in the Fiscal Year in which such Extraordinary Receipts are received, $500,000below. Notwithstanding the foregoing foregoing, after payment in full of the Term Loan Facility and provided termination of the Term Loan Facility, in the event the Credit Parties receive Net Cash Proceeds of Extraordinary Receipts with respect to or relating to equipment, fixed assets or real property of the Credit Parties and (A) no Default or Event of Default has occurred and is continuing, Extraordinary Receipts consisting of proceeds of casualty insurance and/or condemnation awards shall not be required to be so applied to the extent (A) the Borrowers deliver to the Administrative Agent promptly following the casualty or condemnation a certificate stating that it intends to use such Extraordinary Receipts to repair or replace the assets so destroyed or condemned within one hundred eighty (180) days of receipt of such Extraordinary Receipts continuing and (B) Borrowers the Company notifies the Administrative Agent and the Lenders in fact writing of the amount and nature thereof and of its intention to reinvest all or a portion of such Extraordinary Receipts within such one hundred eighty (180) day period. Pending such reinvestment, the Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received within 365 days of receipt thereof, then the Borrowers shall prepay the principal balance of (x) the U.S. Loans with respect to equipment, fixed assets or real property of the U.S. Credit Parties and (y) the Dutch Loans with respect to equipment, fixed assets or real property of the Dutch Credit Parties which are Foreign Subsidiaries, and upon such application, a Reserve shall be established, against the U.S. Borrowing Base or the Dutch Borrowing Base, as applicable, in an amount equal to the amount of such proceeds so applied as and, subject to the conditions of borrowing set forth in this Agreement, the applicable Borrower may request Revolving Loans for the purpose of replace or repair the affected property during such 365 day period; provided, however, if the Company has entered into a prepayment binding commitment to reinvest such Net Cash Proceeds within such 365 day period, the applicable Borrower may make such reinvestment utilizing proceeds of Revolving Loans but not as a permanent reduction in set forth above within the Total Revolving Loan Commitment. Any Extraordinary Receipts not so reinvested shall be applied to permanently prepay 180 period following the Loans in accordance with Section 2.05(d)expiration of the initial 365 day period.

Extraordinary Receipts. Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal to one hundred percent (100% %) of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, to the extent that the aggregate amount of such Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Term Loans) shall exceed, for all such Extraordinary Receipts in the Fiscal Year in which such Extraordinary Receipts are received, $500,000. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, (i) Extraordinary Receipts consisting of proceeds of casualty insurance and/or condemnation awards shall not be required to be so applied to the extent (A) the Borrowers deliver SCGRMG Holdings delivers to the Administrative Agent promptly following the casualty or condemnation a certificate stating that it intends to use such Extraordinary Receipts to repair or replace the assets so destroyed or condemned within one hundred eighty (180) days of receipt of such Extraordinary Receipts and (B) Borrowers in fact reinvest such Extraordinary Receipts within such one hundred eighty (180) day period. Pending such reinvestment, and (ii) Extraordinary Receipts, other than proceeds of casualty insurance and/or condemnation awards, shall not be required to be so applied to the extent (A) subject to the following clause (B), the Net Cash Proceeds shall be applied as Borrowers deposit and thereafter maintain the proceeds of such Extraordinary Receipts in a prepayment deposit account subject to a tri-party account control agreement in form and substance reasonably satisfactory to Administrative Agent and (B) the Borrowers apply such proceeds, within three hundred sixty-five (365) days of Revolving Loans but not as a permanent reduction the receipt thereof, to purchase Capital Expenditures permitted hereunder and/or to pay consideration due and owing in connection with the Total Revolving Loan Commitmentconsummation of Permitted Acquisitions. Any Extraordinary Receipts not so reinvested and/or applied within the periods specified above shall be applied to permanently prepay the Loans in accordance with Section 2.05(d)Loans.