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 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 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 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 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.

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 The Borrower shall promptly (and, in any event, within three (3) Business Days) upon the receipt by any Loan Party or any Subsidiary of its Subsidiaries the Net Cash Proceeds of any Extraordinary ReceiptsReceipt, the Borrowers shall prepay the outstanding principal amount of the Loans in an aggregate amount equal to 100% of such Net Cash Proceeds, in each case other than (A) so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.03(b)(ii), Net Cash Proceeds of Extraordinary ReceiptsReceipts not exceeding $1,000,000 in the aggregate during any fiscal year, net and (B) Net Cash Proceeds of any reasonable expenses incurred Extraordinary Receipt that are reinvested in collecting such Extraordinary Receipts, to Eligible Assets within 180 days of the extent that date of the aggregate amount receipt of such Extraordinary Receipts received by all Loan Parties and their Subsidiaries Net Cash Proceeds (and not paid to or such longer period as the Administrative Agent as a shall agree in its sole discretion). Any prepayment of the Term Loanspursuant to this clause (ii) shall exceedbe applied as set forth in clause (iv) below. For the avoidance of doubt, for all such if the Borrower shall have made the prepayment required by, or reinvestment permitted by, clause (i) above with the Net Cash Proceeds of any Disposition or Involuntary Disposition that also constitute the Net Cash Proceeds of an Extraordinary Receipts in Receipt, 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 Borrower shall not be required to be so applied also make the prepayment required under this clause (ii) with respect 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 CommitmentProceeds. Any Extraordinary Receipts not so reinvested shall be applied to permanently prepay the Loans in accordance with Section 2.05(d)Confidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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).