Common use of Proceeds of Destruction, Taking and Collateral Dispositions Clause in Contracts

Proceeds of Destruction, Taking and Collateral Dispositions. (a) So long as no Event of Default shall have occurred and be continuing, in the event there shall be any net award in respect of any Taking or net insurance proceeds in respect of any Destruction or net cash proceeds from any sale or disposition of Collateral of the type contemplated in subsection 8.5(g), the applicable Credit Party shall have the right, at such Credit Party’s option, to apply such net award or net insurance proceeds within 180 days from the date of the applicable Destruction or Taking (or, in the case of such disposition, to apply such net cash proceeds within twelve months from the date of such disposition) to reinvest in properties or assets owned (or to be owned) by Borrower or its Subsidiaries having a fair market value at least equal to the amount of such net insurance proceeds or net awards or net cash proceeds, as the case may be, in accordance with the applicable provisions of this Agreement or to repair, replace or restore any property in respect of which such Net Proceeds were paid, no later than 180 days following the date of receipt of such proceeds; provided that if the property subject to such Destruction or Taking constituted Collateral under the Security Documents, then all property purchased with the Net Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with subsections 7.9 and 7.12. In the event such Credit Party elects so to reinvest such net insurance proceeds or net awards or net cash proceeds, as the case may be, such Credit Party shall deliver to the Administrative Agent (A) a written notice of such election and (B) an Officers’ Certificate stating that (1) the net insurance proceeds or net awards, as the case may be, shall be utilized so to reinvest in Collateral in the manner contemplated by the proviso set forth in clause (b) of the definition of Net Proceeds, or the net cash proceeds shall be utilized so to reinvest in Collateral in the manner contemplated by the proviso set forth in subsection 8.5(g), as the case may be, and (2) no Event of Default (or in the case of any net award in respect of any Taking or net insurance proceeds in respect of any Destruction, no Event of Default under subsections 9(a), (e), (f), (g) or (h)) has occurred and is continuing (the items described in clauses (1) and (2) of this sentence, collectively, the “Investment Election Notice”). In the event such net awards, net insurance proceeds or net cash proceeds, as the case may be, shall be in an amount less than $5,000,000, upon receipt of an Investment Election Notice, the Administrative Agent shall release such net insurance proceeds or net awards or net cash proceeds to such Credit Party in accordance with the provisions of subsection 12.1(b) hereof.

Proceeds of Destruction, Taking and Collateral Dispositions. (a) So long as no Event of Default shall have occurred and be continuing, in the event there shall be any net award in respect of any Taking or net insurance proceeds in respect of any Destruction or net cash proceeds from any sale or disposition of Collateral of the type contemplated in subsection 8.5(g), the applicable Credit Party shall have the right, at such Credit Party’s option, to apply such net award or net insurance proceeds within 180 days twelve months from the date of the applicable Destruction or Taking (or, in the case of such disposition, to apply such net cash proceeds within twelve months from the date of such disposition) to reinvest in properties or assets owned (or to be owned) by Borrower or its Subsidiaries having a fair market value at least equal to the amount of such net insurance proceeds or net awards or net cash proceeds, as the case may be, in accordance with the applicable provisions of this Agreement or to repair, replace or restore any property in respect of which such Net Proceeds were paid, no later than 180 days following the date of receipt of such proceeds; provided that if the property subject to such Destruction or Taking constituted Collateral under the Security Documents, then all property purchased with the Net Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with subsections 7.9 and 7.12. In the event such Credit Party elects so to reinvest such net insurance proceeds or net awards or net cash proceeds, as the case may be, such Credit Party shall deliver to the Administrative Agent (A) a written notice of such election and (B) an Officers’ Certificate stating that (1) the net insurance proceeds or net awards, as the case may be, shall be utilized so to reinvest in Collateral in the manner contemplated by the proviso set forth in clause (b) of the definition of Net Proceeds, or the net cash proceeds shall be utilized so to reinvest in Collateral in the manner contemplated by the proviso set forth in subsection 8.5(g), as the case may be, and (2) no Event of Default (or in the case of any net award in respect of any Taking or net insurance proceeds in respect of any Destruction, no Event of Default under subsections 9(aparagraphs (a), (e), (f), (g) or (h)) of Section 9) has occurred and is continuing (the items described in clauses (1) and (2) of this sentence, collectively, the “Investment Election Notice”). In the event such net awards, net insurance proceeds or net cash proceeds, as the case may be, shall be in an amount less than $5,000,000, upon receipt of an Investment Election Notice, the Administrative Agent shall release such net insurance proceeds or net awards or net cash proceeds to such Credit Party in accordance with the provisions of subsection 12.1(b) hereof.

Proceeds of Destruction, Taking and Collateral Dispositions. (a) So long as no Event of Default shall have occurred and be continuing, in the event there shall be any net award in respect of any Taking or net insurance proceeds in respect of any Destruction or net cash proceeds from any sale or disposition of Collateral of the type contemplated in subsection 8.5(g), the applicable Credit Party shall have the right, at such Credit Party’s option, to apply such net award or net insurance proceeds within 180 days one year from the date of the applicable Destruction Destruction, Taking or Taking (or, in the case of such disposition, to apply such net cash proceeds within twelve months from the date of such disposition) disposition to reinvest in properties or assets owned (or to be owned) by Borrower Holdings or its Subsidiaries having a fair market value at least equal to the amount of such net insurance proceeds or net awards or net cash proceeds, as the case may be, in accordance with the applicable provisions of this Agreement or to repair, replace or restore any property in respect of which such Net Proceeds were paid, no later than 180 days one year following the date of receipt of such proceeds; provided that if the property subject to such Destruction or Taking constituted Collateral under the Security Documents, then all property purchased with the Net Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with subsections 7.9 and 7.12. In the event such Credit Party elects so to reinvest such net insurance proceeds or net awards or net cash proceeds, as the case may be, such Credit Party shall deliver to the Administrative Agent (A) a written notice of such election and (B) an Officers’ Certificate stating that (1) the net insurance proceeds or net awards, as the case may be, shall be utilized so to reinvest in Collateral in the manner contemplated by the proviso set forth in clause (b) of the definition of Net Proceeds, or the net cash proceeds shall be utilized so to reinvest in Collateral in the manner contemplated by the proviso set forth in subsection 8.5(g8.5(h), as the case may be, and (2) no Event of Default (or in the case of any net award in respect of any Taking or net insurance proceeds in respect of any Destruction, no Event of Default under subsections 9(a), (e), (f), (g) or (h)) has occurred and is continuing (the items described in clauses (1) and (2) of this sentence, collectively, the “Investment Election Notice”). In the event such net awards, net insurance proceeds or net cash proceeds, as the case may be, shall be in an amount less than $5,000,000, upon receipt of an Investment Election Notice, the Administrative Agent shall release such net insurance proceeds or net awards or net cash proceeds to such Credit Party in accordance with the provisions of subsection 12.1(b) hereof).