Common use of Insurance/Condemnation Proceeds Clause in Contracts

Insurance/Condemnation Proceeds. No later than the fifth Business Day following the date of receipt by any Loan Party, or Administrative Agent as loss payee, of any Net Proceeds from insurance or any condemnation, taking or other casualty in excess of $5,000,000 in the aggregate in any Fiscal Year, Borrowers shall, subject to Section 2.12(b), prepay the Term Loan as set forth in Section 2.11(a) in an aggregate amount equal to such Net Proceeds in excess of $5,000,000 in the aggregate in any Fiscal Year; provided, such prepayment shall not be required so long as (i) no Default or Event of Default shall have occurred and be continuing, (ii) Company has delivered Administrative Agent prior written notice of Company’s intention to apply the Reinvestment Amounts to reinvest in or to the costs of purchase of other assets used or useful in the business of the Loan Parties (including capital expenditures), (iii) the monies are held in a Deposit Account in which Administrative Agent has a perfected first-priority security interest, and (iv) the Loan Parties complete such purchase within 365 days after the initial receipt of such monies; provided, that if any such Net Proceeds are no longer intended to be or cannot be so reinvested during the applicable 365 day period, and subject to Section 2.11(b), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days after the Company 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).

Insurance/Condemnation Proceeds. No later than the fifth Business Day following the date of receipt by the Parent or any Loan Partyof its Subsidiaries (or on the 271st day if the first proviso hereto applies), or Administrative Agent Lender as loss payee, of any Net Insurance/Condemnation Proceeds from insurance equal to or any condemnation, taking or other casualty in excess of $5,000,000 in the aggregate 500,000 received in any Fiscal Yearfiscal year through the applicable date of determination, Borrowers shallCompany shall prepay, subject to the provisions of Section 2.12(b)2.02(d) below, prepay the Term Loan as set forth in Section 2.11(a) Obligations in an aggregate amount equal to such Net Proceeds in excess of $5,000,000 in the aggregate in any Fiscal YearInsurance/Condemnation Proceeds; provided, such prepayment shall not be required provided that so long as (i) no Default or Event of Default shall have occurred and be continuing, Company need not so apply such Net Insurance/Condemnation Proceeds so long as the Parent or one or more of its Subsidiaries invests such Net Insurance/Condemnation Proceeds within two hundred seventy (ii270) Company has delivered Administrative Agent prior written notice days of Company’s intention to apply receipt thereof in assets of the Reinvestment Amounts to reinvest in or to the costs of purchase of other assets general type used or useful in the business of the Loan Parties (including capital expenditures)Parent and its Subsidiaries, (iii) which investment may include the monies are held in a Deposit Account in which Administrative Agent has a perfected first-priority security interestrepair, and (iv) restoration or replacement of the Loan Parties complete such purchase within 365 days after the initial receipt of such moniesapplicable assets thereof; provided, further, that if pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be invested in Cash or Cash Equivalents and deposited in the Designated Deposit Account and held therein until such time as such Net Insurance/Condemnation Proceeds are no longer intended to be or cannot be so reinvested during the applicable 365 day period, and subject to Section 2.11(b), an amount equal to any applied in payment of such Net Proceeds shall be applied within five (5) Business Days after the Company 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)investment.

Insurance/Condemnation Proceeds. No later than the fifth third Business Day following the date of receipt by Borrower or any Loan Party, or Administrative Agent as loss payee, of its Subsidiaries of any Net Proceeds from insurance or any condemnationInsurance/Condemnation Proceeds, taking or other casualty in excess of $5,000,000 in the aggregate in any Fiscal Year, Borrowers shall, subject to Section 2.12(b), prepay the Term Loan as set forth in Section 2.11(a) in Borrower shall cause an aggregate amount equal to such Net Insurance/Condemnation Proceeds to be applied to repay the Obligations in excess of $5,000,000 in the aggregate in any Fiscal Yearaccordance with Section 2.11(b); provided, such prepayment shall not be required that so long as (i) no Default or Event of Default shall have occurred and be continuingcontinuing at such time, Borrower may elect (iix) Company has delivered Administrative Agent prior written notice of Company’s intention not to apply such Net Insurance/Condemnation Proceeds to such repayment of the Reinvestment Amounts Obligations and (y) instead to reinvest invest, directly or through one or more of the other Credit Parties, such Net Insurance/Condemnation Proceeds within 360 days after receipt thereof in the repair, restoration or to replacement of the costs of purchase of other applicable assets used thereof or otherwise in long term (as determined in accordance with GAAP) assets useful in the a permitted business of the Loan Parties (including capital expenditures), (iii) the monies are held in a Deposit Account in which Administrative Agent has a perfected first-priority security interest, and (iv) the Loan Parties complete such purchase within 365 days after the initial receipt of such moniesCredit Parties; providedprovided further, that if any such Net Insurance/Condemnation Proceeds are not so reinvested within the 360 day period or if Borrower reasonably determines that such Net Insurance/Condemnation Proceeds are no longer intended to be or cannot be so reinvested during the applicable 365 day periodreinvested, and subject to Section 2.11(b), then an amount equal to any such Net Insurance/Condemnation Proceeds not so reinvested shall be applied within five (5) Business Days after the Company reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested thereafter to the prepayment of the Term Loans as set forth Obligations in accordance with Section 2.11(a2.11(b).

Insurance/Condemnation Proceeds. No later than the fifth Business Day [***] following the date of receipt by any Loan Party, or Administrative Agent as loss payee, of any Net Proceeds from insurance or any condemnation, taking or other casualty in excess of $5,000,000 [***] in the aggregate in any Fiscal Year, Borrowers Borrower shall, subject to Section 2.12(b2.11(b), prepay the Term Loan as in the manner set forth in Section 2.11(a) in an aggregate amount equal to such Net Proceeds in excess of $5,000,000 [***] in the aggregate in any for such Fiscal Year; provided, such prepayment shall not be required so long as (i) no Default or Event of Default shall have occurred and be continuing, (ii) Company Borrower has delivered Administrative Agent prior written notice of CompanyBxxxxxxx’s intention to apply the Reinvestment Amounts to reinvest in or to the costs of purchase of other assets used or useful in the business of the Loan Parties (including capital expenditures) (other than, for the avoidance doubt, working capital, short-term investments and research and development expenses), (iii) the monies are held in a Deposit Account in which Administrative Agent has a perfected first-priority security interest, and (iv) the Loan Parties complete such purchase within 365 days after the initial receipt of such monies; provided, that if any such Net Proceeds are no longer intended to be or cannot be so reinvested during the applicable 365 day period, and subject to Section 2.11(b), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days [***] after the Company 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).

Insurance/Condemnation Proceeds. No later than the fifth Business Day [***] following the date of receipt by any Loan Party, or Administrative Agent as loss payee, of any Net Proceeds from insurance or any condemnation, taking or other casualty in excess of $5,000,000 [***] in the aggregate in any Fiscal Year, Borrowers Borrower shall, subject to Section 2.12(b2.11(b), prepay the Term Loan as in the manner set forth in Section 2.11(a) in an aggregate amount equal to such Net Proceeds in excess of $5,000,000 [***] in the aggregate in any for such Fiscal Year; provided, such prepayment shall not be required so long as (i) no Default or Event of Default shall have occurred and be continuing, (ii) Company Borrower has delivered Administrative Agent prior written notice of CompanyXxxxxxxx’s intention to apply the Reinvestment Amounts to reinvest in or to the costs of purchase of other assets used or useful in the business of the Loan Parties (including capital expenditures) (other than, for the avoidance doubt, working capital, short-term investments and research and development expenses), (iii) the monies are held in a Deposit Account in which Administrative Agent has a perfected first-priority security interest, and (iv) the Loan Parties complete such purchase within 365 days after the initial receipt of such monies; provided, that if any such Net Proceeds are no longer intended to be or cannot be so reinvested during the applicable 365 day period, and subject to Section 2.11(b), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days [***] after the Company 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).

Insurance/Condemnation Proceeds. No later than the fifth Business Day [***] following the date of receipt by any Loan Party, or Administrative Agent as loss payee, of any Net Proceeds from insurance or any condemnation, taking or other casualty in excess of $5,000,000 in the aggregate in any Fiscal Year[***], Borrowers Borrower shall, subject to Section 2.12(b), prepay the Term Loan as set forth in Section 2.11(a) in an aggregate amount equal to such Net Proceeds in excess of $5,000,000 in the aggregate in any Fiscal Year[***]; provided, such prepayment shall not be required so long as (i) no Default or Event of Default shall have occurred and be continuing, (ii) Company Borrower has delivered Administrative Agent prior written notice of CompanyXxxxxxxx’s intention to apply the Reinvestment Amounts to [***] reinvest such monies in long-term or to the costs of purchase of other capital assets used or useful in the business of the Loan Parties (including capital expenditures)Parties, (iii) the monies Net Proceeds are held in a Deposit Account in which Administrative Agent has a perfected first-priority security interest, and (iv) the Loan Parties complete such reinvestment or purchase within 365 [***] days after the initial receipt of such monies; provided, that if any such Net Proceeds are no longer intended to be or cannot be so reinvested or applied during the applicable 365 [***] day period, and subject to Section 2.11(b), an amount equal to any such Net Proceeds shall be applied shall, within five (5) Business Days [***]after the Company Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested or applied, be applied to the prepayment of the Term Loans as set forth in Section 2.11(a).

Insurance/Condemnation Proceeds. No later than the fifth second Business Day following the date of receipt by Xerium or any Loan Partyof its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds from insurance or any condemnation, taking or other casualty in excess (but not including the first $2,000,000 of $5,000,000 Net Insurance/Condemnation Proceeds in the aggregate in any Fiscal Year, Borrowers shall, subject to Section 2.12(breceived after the Closing Date), each Borrower shall prepay the Term Loan Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.11(a2.15(b) in an aggregate amount equal to such Net Proceeds in excess of $5,000,000 in the aggregate in any Fiscal YearInsurance/Condemnation Proceeds; provided, such prepayment shall not be required so long as (i) no Default or Event of Default shall have occurred and be continuing, each Borrower shall have the option, directly or through one or more of its Subsidiaries to commit to invest within one hundred eighty (ii180) Company has delivered Administrative Agent prior written notice days and invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of Company’s intention to apply receipt thereof in the Reinvestment Amounts to reinvest in or to acquisition of long term productive assets of the costs of purchase of other assets general type used or useful in the business of Xerium and its Subsidiaries, which assets need not be the Loan Parties (including capital expenditures)same as the assets lost or damaged and which Net Insurance/Condemnation Proceeds may, (iii) but need not, be invested in the monies are held in a Deposit Account in which Administrative Agent has a perfected first-priority security interestrepair, and (iv) restoration or replacement of the Loan Parties complete such purchase within 365 days after the initial receipt of such moniesapplicable assets thereof; providedprovided further, that if pending any such Net Proceeds are no longer intended to be or cannot be so reinvested during the applicable 365 day period, and subject to Section 2.11(b), an amount equal to any investment all such Net Proceeds Insurance/Condemnation Proceeds, as the case may be, shall be applied within five (5) Business Days after deposited in the Company 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)Cash Collateral Account.

Insurance/Condemnation Proceeds. No later than the fifth five (5) Business Day Days following the date of receipt by any Loan Party, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds from insurance or any condemnation, taking or other casualty in excess of $5,000,000 1,000,000, Borrowers shall prepay the Advances in the aggregate in any Fiscal Year, Borrowers shall, subject to Section 2.12(b), prepay the Term Loan as manner set forth in Section 2.11(aclause (c) below in an aggregate amount equal to such Net Proceeds in excess of $5,000,000 in the aggregate in any Fiscal YearInsurance/Condemnation Proceeds; provided, such prepayment shall not be required so long as (i) no Default or Event of Default shall have occurred and be continuing, the Borrowers shall have the option to invest not more than $10,000,000 in Net Proceeds in the aggregate during the Term of Net Insurance/Condemnation Proceeds within one hundred eighty (ii180) Company has delivered Administrative Agent prior written notice days of Company’s intention to apply receipt thereof in long-term productive assets of the Reinvestment Amounts to reinvest in or to the costs of purchase of other assets general type used or useful in the business of the Loan Parties (including capital expenditures)Borrowers, (iii) which investment may include the monies are held in a Deposit Account in which Administrative Agent has a perfected first-priority security interestrepair, and (iv) restoration or replacement of the Loan Parties complete such purchase within 365 days after the initial receipt of such moniesapplicable assets thereof; providedprovided further, that if pending any such Net Proceeds are no longer intended to be or cannot be so reinvested during the applicable 365 day period, and subject to Section 2.11(b), an amount equal to any investment all such Net Insurance/Condemnation Proceeds shall be applied within five (5to prepay Revolving Advances to the extent outstanding in accordance with the provisions of Section 2.13(a)(i) Business Days after above, the Company reasonably determines that amount of such Net Proceeds are no longer intended so applied to such prepayment shall be or canmaintained as a special reserve against availability of Revolving Advances in accordance with Section 2.1(a)(v) and may be drawn only to make investments permitted under this clause (ii), and any such amounts not timely applied to investments in accordance with this clause (ii) shall be so reinvested immediately applied to prepay the prepayment of Advances in the Term Loans as manner set forth in Section 2.11(a)clause (c) below.

Insurance/Condemnation Proceeds. No later than the fifth Business Day following the date of receipt by the Parent or any Loan Partyof its Subsidiaries (or on the 271st day if the first proviso hereto applies), or Administrative Agent Lender as loss payee, of any Net Insurance/Condemnation Proceeds from insurance equal to or any condemnation, taking or other casualty in excess of $5,000,000 in the aggregate 500,000 received in any Fiscal Yearfiscal year through the applicable date of determination, Borrowers shallCompany shall prepay, subject to the provisions of Section 2.12(b)2.02(d) below, prepay the Term Loan as set forth in Section 2.11(a) in an aggregate amount equal to such Net Proceeds in excess of $5,000,000 in the aggregate in any Fiscal YearInsurance/Condemnation Proceeds; provided, such prepayment shall not be required provided that so long as (i) no Default or Event of Default shall have occurred and be continuing, Company need not so apply such Net Insurance/Condemnation Proceeds so long as the Parent or one or more of its Subsidiaries invests such Net Insurance/Condemnation Proceeds within two hundred seventy (ii270) Company has delivered Administrative Agent prior written notice days of Company’s intention to apply receipt thereof in assets of the Reinvestment Amounts to reinvest in or to the costs of purchase of other assets general type used or useful in the business of the Loan Parties (including capital expenditures)Parent and its Subsidiaries, (iii) which investment may include the monies are held in a Deposit Account in which Administrative Agent has a perfected first-priority security interestrepair, and (iv) restoration or replacement of the Loan Parties complete such purchase within 365 days after the initial receipt of such moniesapplicable assets thereof; provided, further, that if pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be invested in Cash or Cash Equivalents and deposited in the Designated Deposit Account and held therein until such time as such Net Insurance/Condemnation Proceeds are no longer intended to be or cannot be so reinvested during the applicable 365 day period, and subject to Section 2.11(b), an amount equal to any applied in payment of such Net Proceeds shall be applied within five (5) Business Days after the Company 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)investment.

Insurance/Condemnation Proceeds. No later than the fifth Business Day [**] following the date of receipt by any Loan Party, or Administrative Agent as loss payee, of any Net Proceeds from any individual insurance payment or any condemnation, taking or other casualty event in excess of $5,000,000 in the aggregate in any Fiscal Year[**], Borrowers Company shall, subject to Section 2.12(b2.11(b), prepay the Term Loan as set forth in Section 2.11(a) in an aggregate amount equal to such Net Proceeds in excess of $5,000,000 in the aggregate in any Fiscal Year[**]; provided, such prepayment shall not be required (i) so long as (i) no Default or Event of Default shall have occurred and be continuing, (ii) Company has delivered Administrative Agent prior written notice of Company’s intention to apply the Reinvestment Amounts to reinvest in or to the costs of purchase of other assets used or useful in the business of the Loan Parties (including capital expenditures), (iii) the monies are held in a Deposit Account in which Administrative Agent has a perfected first-priority security interestPermitted Reinvestment Purposes, and (iviii) the Loan Parties complete such purchase within 365 days [**] after the initial receipt of such monies, the Loan Parties shall have the option to apply (A) [**]% of such Reinvestment Amounts in an aggregate amount not to exceed (1) $[**] in respect of any individual event and (2) $[**] in the aggregate during the term of this Agreement; and (B) [**]% of such Reinvestment Amounts to any Permitted Reinvestment Purposes to the extent that such Reinvestment Amounts exceed $[**] in respect of any individual event or exceed $[**] in the aggregate 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 365 day [**] period, and subject to Section 2.11(b), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days [**] after the Company 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).

Insurance/Condemnation Proceeds. No later than the fifth Business Day [***] following the date of receipt by any Loan Party, or Administrative Agent as loss payee, of any Net Proceeds from insurance or any condemnation, taking or other casualty in excess of $5,000,000 [***] in the aggregate in any Fiscal Year, Borrowers Company shall, subject to Section 2.12(b), prepay the Term Loan as set forth in Section 2.11(a) in an aggregate amount equal to such Net Proceeds in excess of $5,000,000 [***] in the aggregate in any Fiscal Year; provided, such prepayment shall not be required (i) so long as (i) no Default or Event of Default shall have occurred and be continuing, (ii) Company has delivered Administrative Agent prior written notice of Company’s intention to apply the Reinvestment Amounts such proceeds to reinvest in research, develop, Commercialize or to the costs of purchase of other assets or Products used or useful in the business of the Loan Parties (Parties, including capital expenditures), (iii) the monies are held in a Deposit Account in which Administrative Agent has a perfected first-priority security interestresearch and development and Permitted Acquisitions, and (iviii) the Loan Parties complete such purchase within 365 days after the initial receipt of such monies; provided, that if any such Net Proceeds are no longer intended to be or cannot be so reinvested during the applicable 365 day period, and subject to Section 2.11(b), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days [***] after the Company 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).

Insurance/Condemnation Proceeds. No Except to the extent required to be applied as a prepayment of any Approved Floorplan Financing or Indebtedness under the TCF Agreement, no later than the fifth first Business Day following the date of receipt by Holdings or any Loan Partyof its Subsidiaries, or Administrative Agent as loss payee, of any Net Proceeds from insurance or any condemnationInsurance/Condemnation Proceeds, taking or other casualty in excess of $5,000,000 in the aggregate in any Fiscal Year, Borrowers shall, subject to Section 2.12(b), Companies shall prepay the Term Loan Loans and/or the Commitments shall be permanently reduced as set forth in Section 2.11(a2.12(b) in an aggregate amount equal to such Net Proceeds in excess of $5,000,000 in the aggregate in any Fiscal YearInsurance/Condemnation Proceeds; provided, such prepayment shall not be required (i) so long as (i) no Default or Event of Default shall have occurred and be continuing, and (ii) Company has delivered Administrative Agent prior written notice of Company’s intention to apply the Reinvestment Amounts to reinvest in or to the costs extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of purchase determination do not exceed $125,000, the Companies shall have the option, directly or through one or more of other its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within one hundred eighty days of receipt thereof in long term productive assets of the general type used or useful in the business of Holdings and its Subsidiaries, which investment may include the Loan Parties (including capital expenditures)repair, (iii) restoration or replacement of the monies are held in a Deposit Account in which Administrative Agent has a perfected first-priority security interest, and (iv) the Loan Parties complete such purchase within 365 days after the initial receipt of such moniesapplicable assets thereof; provided, that if further, pending any such Net Proceeds are no longer intended to be or cannot be so reinvested during the applicable 365 day period, and subject to Section 2.11(b), an amount equal to any investment all such Net Proceeds Insurance/Condemnation Proceeds, as the case may be, shall be applied within five (5) Business Days after the Company reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested prepay Revolving Loans to the prepayment of the Term Loans as set forth extent outstanding (without a reduction in Section 2.11(a)Revolving Commitments) and otherwise held at all times prior to such investment in an escrow account in form and substance reasonably satisfactory to Administrative Agent.