Common use of Recovery Events Clause in Contracts

Recovery Events. Not more than thirty (30) days after the occurrence of any Recovery Event, the Borrower shall give written notice thereof to the Administrative Agent and the Collateral Trustee and follow the procedures indicated below as applicable: (a) if the settlement or payment related to such Recovery Event is under $100,000,000, the Borrower shall apply the Net Cash Proceeds of such Recovery Event to the payment of the cost of restoration or replacement of the asset or assets in respect of which such Recovery Event occurred within 12 months from the date of receipt of such proceeds, provided that the Administrative Agent and the Collateral Trustee receive from the Borrower, within forty-five (45) days of the Recovery Event, a written notice (a "Reinvestment Notice") executed by an Authorized Representative of the Borrower (i) setting forth in reasonable detail the nature of such restoration or replacement and the estimated cost and time to complete such restoration or replacement and (ii) stating that (A) no Default or Event of Default has occurred and is continuing, (B) such restoration or replacement is technologically and economically feasible, (C) the Net Cash Proceeds of such Recovery Event, together with other resources available to the Borrower, are sufficient to pay the estimated cost of completing such restoration or replacement and (D) the Borrower has sufficient resources (through business interruption insurance or otherwise) to pay all Cash Disbursements and other fixed charges projected to become due and payable prior to the completion of such restoration or replacement; or (b) if the settlement or payment related to such Recovery Event is $100,000,000 or more, then no later than six months following such occurrence, the Borrower shall either: (i) make a prepayment of all Net Cash Proceeds of such Recovery Event pursuant to Section 3.1.2(b); or (ii) deliver to the Administrative Agent and the Collateral Trustee: (A) a Reinvestment Notice confirming the Borrower's decision to apply the Net Cash Proceeds of such Recovery Event to the payment of the cost of restoration or replacement of the asset or assets in respect of which such Recovery Event occurred; and (B) a report of an independent engineer, such engineer and such report to be satisfactory to the Administrative Agent, confirming the information set forth in Section 7.1.11(a)(i) and (ii)(B) above.

Recovery Events. Not more than thirty (30) In addition to any other mandatory offer of prepayments pursuant to this Section 5.01, within 10 days following each date on or after the occurrence Funding Date upon which the Company or any of its Subsidiaries receives any cash proceeds from any Recovery EventEvent (other than Recovery Events where the aggregate Net Insurance Proceeds therefrom do not exceed $1,000,000), the Borrower shall give written notice thereof an amount equal to the Administrative Agent Note Facility Mandatory Prepayment Amount of 100% of the Net Insurance Proceeds from such Recovery Event shall be (1) automatically applied as a mandatory prepayment in accordance with the requirements of Section 5.01(j) if a Mandatory Payment Condition is in effect, and (2) otherwise offered to the Collateral Trustee Holders for prepayment of the Senior Notes if a Mandatory Payment Condition is not in effect, and follow if such offer is accepted in accordance with Section 5.01(i) below, such amount shall be applied as a mandatory prepayment in accordance with the procedures indicated below as applicablerequirements of Section 5.01(j); provided, however, that: (ai) if If no Event of Default then exists and such Net Insurance Proceeds do not exceed $5,000,000, such Net Insurance Proceeds shall not be required to be so applied within such 10-day period to the settlement or payment related extent that the Company has delivered to the Holders within such 10-day period a Notice of Recovery Event is under $100,000,000, the Borrower stating that such Net Insurance Proceeds shall apply the Net Cash Proceeds of such Recovery Event be used to the payment of the cost of restoration replace or replacement of the asset restore any properties or assets in respect of which such Net Insurance Proceeds were paid within 270 days following the date of the receipt of such Net Insurance Proceeds (which certificate shall set forth the estimates of the Net Insurance Proceeds to be so expended), provided, that if there exists a Default (but no Event of Default) on such 10th day, notwithstanding the prior delivery of the Notice of Recovery Event, the aforementioned amount shall be so paid and applied on the date (if any) that such Default becomes an Event of Default; and (ii) If no Event of Default then exists and if (A) the amount of such Net Insurance Proceeds exceeds $5,000,000, (B) the amount of such Net Insurance Proceeds, together with other amounts permitted (after taking into account all prior Capital Expenditures) to be spent by the Company on Capital Expenditures during the relevant period pursuant to Section 9.07, equals at least 100% of the cost of replacement or restoration of the properties or assets in respect of which such Net Insurance Proceeds were paid as determined by the Company and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Holders may reasonably request, (C) the Company has delivered to the Holders a Notice of Recovery Event occurred within 12 months certifying the Company’s determination as required by preceding clause (B) and certifying the sufficiency of the Company’s remaining unimpaired sources of liquidity or revenue (including, if relevant, business interruption insurance as required by the succeeding clause (D)), and (D) the Company has delivered to the Holders such evidence as the Holders may reasonably request in form and substance reasonably satisfactory to the Required Holders establishing that the Company has sufficient remaining unimpaired sources of revenue (including business interruption insurance) and that the Company will receive payments thereunder in such amounts and at such times as are necessary to satisfy all obligations and expenses of the Company (including all debt service requirements, including pursuant to the Senior Note Agreement and the Credit Agreement), without any delay or extension thereof, for the period from the date of receipt the respective casualty, condemnation or other event giving rise to the Recovery Event and continuing through the completion of the replacement or restoration of respective properties or assets; then the entire amount of the Net Insurance Proceeds of such proceedsRecovery Event otherwise payable pursuant to this subsection (g)(ii), provided that and not just the Administrative Agent and portion in excess of $5,000,000, shall be deposited with the Collateral Trustee receive Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Required Holders whereby such Net Insurance Proceeds shall be disbursed to the Company from time to time as needed to pay actual costs incurred by it in connection with the Borrower, within forty-five (45) days replacement or restoration of the Recovery Eventrespective properties or assets (pursuant to such certification requirements as may be reasonably established by the Required Holders), a written notice (a "Reinvestment Notice") executed by it being understood and agreed that at any time while an Authorized Representative of the Borrower (i) setting forth in reasonable detail the nature of such restoration or replacement and the estimated cost and time to complete such restoration or replacement and (ii) stating that (A) no Default or Event of Default has occurred and is continuing, the Required Holders may direct the Collateral Agent (Bin which case the Collateral Agent shall, and is hereby authorized by the Company to, follow said directions) to, apply any or all proceeds then on deposit in such restoration or replacement is technologically and economically feasible, (C) the Net Cash Proceeds of such Recovery Event, together with other resources available cash collateral account to the Borrower, are sufficient to pay the estimated cost repayment of completing such restoration or replacement Secured Obligations as and (D) the Borrower has sufficient resources (through business interruption insurance or otherwise) to pay all Cash Disbursements and other fixed charges projected to when they become due and payable prior in accordance with the requirements of the Security Agreement, and provided, further, that if all or any portion of such Net Insurance Proceeds not required to be so applied pursuant to the completion preceding proviso (whether pursuant to clause (i) or (ii) thereof) are not so used within 270 days after the date of the receipt of such restoration Net Insurance Proceeds (or replacement; or (b) such earlier date, if any, as the settlement Company or payment related the relevant Subsidiary determines not to reinvest the Net Insurance Proceeds relating to such Recovery Event is $100,000,000 as set forth above), such remaining portion shall be applied on the last day of such period (or moresuch earlier date, then no later than six months following such occurrenceas the case may be) as provided above in this Section 5.01(g) without regard to the preceding proviso. All replacement assets shall promptly become subject to the perfected, first priority Senior Creditor Liens, to the Borrower shall either: (iextent the asset(s) make a prepayment of all Net Cash Proceeds of subject to such Recovery Event were required pursuant to Section 3.1.2(b); or (ii) deliver to the Administrative Agent and the Collateral Trustee: (A) a Reinvestment Notice confirming the Borrower's decision to apply the Net Cash Proceeds of such Recovery Event to the payment terms of the cost of restoration or replacement of the asset or assets in respect of which such Recovery Event occurred; and (B) a report of an independent engineer, such engineer and such report Senior Note Documents to be satisfactory subject to the Administrative Agent, confirming the information set forth in Section 7.1.11(a)(i) and (ii)(B) abovesuch Liens.

Recovery Events. Not more than thirty Subject to Section 2.05(b)(vi) below, to the extent of Net Cash Proceeds received in connection with a Recovery Event which are in excess of $25,000,000 in the aggregate in any fiscal year and which are not applied to repair, replace or relocate damaged property or to purchase or acquire fixed or capital assets in replacement of the assets lost or destroyed within twelve (3012) days after months of the occurrence receipt of any Recovery Eventsuch Net Cash Proceeds (or in the case of a binding commitment in respect of an application within such twelve (12) months, eighteen (18) months of receipt of such Net Cash Proceeds), the Borrower shall give written notice thereof prepay the Term Loans in an aggregate amount equal to one hundred percent (100%) of such Net Cash Proceeds by the Administrative Agent and fifth (5th) Business Day following receipt of such Net Cash Proceeds (such prepayment to be applied as set forth in clause (viii) below); provided that if such Net Cash Proceeds have not been reinvested or committed to be reinvested within the Collateral Trustee and follow the procedures indicated below as applicable: (a) if the settlement or payment related to such Recovery Event is under $100,000,000time periods set forth above, the Borrower shall apply be required to prepay the Term Loans with such Net Cash Proceeds; provided that the Borrower may use a portion of the Net Cash Proceeds of received from such Recovery Event to prepay or repurchase any other Indebtedness that is secured by the payment of Collateral on a pari passu basis with the cost of restoration or replacement of Obligations to the asset or assets in respect of which extent such Recovery Event occurred within 12 months from the date of receipt of such proceeds, provided that the Administrative Agent other Indebtedness and the Collateral Trustee receive from Liens securing the Borrower, within forty-five (45) days of the Recovery Event, a written notice (a "Reinvestment Notice") executed by an Authorized Representative of the Borrower (i) setting forth in reasonable detail the nature of such restoration or replacement same are permitted hereunder and the estimated cost and time to complete documentation governing such restoration other Indebtedness requires such a prepayment or replacement and (ii) stating that (A) no Default or Event of Default has occurred and is continuing, (B) such restoration or replacement is technologically and economically feasible, (C) repurchase thereof with the Net Cash Proceeds proceeds of such Recovery Event, together with other resources available in each case in an amount not to exceed the Borrower, are sufficient to pay product of (1) the estimated cost amount of completing such restoration or replacement Net Cash Proceeds and (D2) a fraction, the Borrower has sufficient resources (through business interruption insurance or otherwise) to pay all Cash Disbursements and other fixed charges projected to become due and payable prior to numerator of which is the completion outstanding principal amount of such restoration or replacementother Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness; or (b) if the settlement or payment related to such Recovery Event is $100,000,000 or more, then no later than six months following such occurrence, provided further that the Borrower shall either: (i) make a prepayment of all not be permitted to reinvest any such Net Cash Proceeds of such Recovery Event pursuant to Section 3.1.2(b); or in accordance with this clause (ii) deliver to the Administrative Agent and extent the Collateral Trustee: (A) a Reinvestment Notice confirming the Borrower's decision to apply the Borrower applies any such Net Cash Proceeds to prepay or purchase such other Indebtedness, unless the Borrower applies the corresponding ratable portion of such Recovery Event Net Cash Proceeds (after giving effect to such reinvestment) to prepay the payment of Term Loans in accordance with this clause (ii); provided further that the cost of restoration or replacement of Borrower shall not be permitted to repay any such other Indebtedness unless it repays the asset or assets in respect of which such Recovery Event occurred; and (B) a report of an independent engineer, such engineer and such report to be satisfactory to the Administrative Agent, confirming the information set forth in Section 7.1.11(a)(i) and (ii)(B) aboveTerm Loans.

Recovery Events. Not more than thirty (30) 30 days after the occurrence of any Recovery Event, the Borrower shall give written notice thereof to the Administrative Agent and the Holdings Collateral Trustee Agent and follow the procedures indicated below as applicable: (a) if the settlement or payment related to such Recovery Event is under $100,000,000, the Borrower shall, or shall cause Midwest to, apply the Net Cash Proceeds of such Recovery Event to the payment of the cost of restoration or replacement of the asset or assets in respect of which such Recovery Event occurred within 12 months from the date of receipt of such proceeds, provided PROVIDED that the Administrative Agent and the Holdings Collateral Trustee Agent receive from the Borrower, within forty-five (45) 45 days of the Recovery Event, a written notice (a "Reinvestment NoticeREINVESTMENT NOTICE") executed by an Authorized Representative of the Borrower (i) setting forth in reasonable detail the nature of such restoration or replacement and the estimated cost and time to complete such restoration or replacement and (ii) stating that (A) no Default or Event of Default has occurred and is continuing, (B) such restoration or replacement is technologically and economically feasible, (C) the Net Cash Proceeds of such Recovery Event, together with other resources available to the BorrowerBorrower or Midwest, are sufficient to pay the estimated cost of completing such restoration or replacement and (D) the Borrower has sufficient resources (through business interruption insurance or otherwise) to pay all Cash Disbursements Fixed Charges and other fixed charges Senior Debt projected to become due and payable prior to the completion of such restoration or replacement; or (b) if the settlement or payment related to such Recovery Event is $100,000,000 or more, then no later than six months following such occurrence, the Borrower shall either: (i) make a prepayment of all Net Cash Proceeds of such Recovery Event pursuant to Section SECTION 3.1.2(b); or (ii) deliver to the Administrative Agent and the Holdings Collateral Trustee: Agent: (A) a Reinvestment Notice confirming the Borrower's decision to apply the Net Cash Proceeds of such Recovery Event to the payment of the cost of restoration or replacement of the asset or assets in respect of which such Recovery Event occurred; and (B) a report of an independent engineer, such engineer and such report to be satisfactory to the Administrative Agent, confirming the information set forth in Section 7.1.11(a)(iSECTION 8.1.12(a)(i) and (ii)(Bii)(b) above.

Recovery Events. Not more than thirty (30) 30 days after the --------------- occurrence of any Recovery Event, the Borrower shall give written notice thereof to the Administrative Agent and the Collateral Trustee Agent and follow the procedures indicated below as applicable: (a) if the settlement or payment related to such Recovery Event is under $100,000,00050,000,000, the Borrower shall, or shall cause EME Homer City to, apply the Net Cash Proceeds of such Recovery Event to the payment of the cost of restoration or replacement of the asset or assets in respect of which such Recovery Event occurred within 12 months from the date of receipt of such proceeds, provided that the Administrative Agent and the -------- Collateral Trustee Agent receive from the Borrower, within forty-five (45) 45 days of the Recovery Event, a written notice (a "Reinvestment Notice") executed by an Authorized ------------------- Representative of the Borrower (i) setting forth in reasonable detail the nature of such restoration or replacement and the estimated cost and time to complete such restoration or replacement and (ii) stating that (A) no Default or Event of Default has occurred and is continuing, (B) such restoration or replacement is technologically and economically feasible, (C) the Net Cash Proceeds of such Recovery Event, together with other resources available to the BorrowerBorrower or EME Homer City, are sufficient to pay the estimated cost of completing such restoration or replacement and (D) the Borrower has sufficient resources (through business interruption insurance or otherwise) to pay all Cash Disbursements and other fixed charges Debt Service projected to become due and payable prior to the completion of such restoration or replacement; or (b) if the settlement or payment related to such Recovery Event is $100,000,000 50,000,000 or more, then no later than six months following such occurrence, the Borrower shall either: (i) make a prepayment of all Net Cash Proceeds of such Recovery Event pursuant to Section 3.1.2(b); oror --------------- (ii) deliver to the Administrative Agent and the Collateral Trustee: Agent: (A) a Reinvestment Notice confirming the Borrower's decision to apply the Net Cash Proceeds of such Recovery Event to the payment of the cost of restoration or replacement of the asset or assets in respect of which such Recovery Event occurred; and (B) a report of an independent engineer, such engineer and such report to be satisfactory to the Administrative Agent, confirming the information set forth in Section 7.1.11(a)(iclauses (i) and (ii)(B) aboveof the Borrower's Reinvestment Notice relating thereto.