Common use of Casualty Events Clause in Contracts

Casualty Events. On the date on which any Company receives any --------------- Net Available Proceeds from any Casualty Event, in an aggregate principal amount equal to 100% of such Net Available Proceeds; provided, however, -------- ------- that so long as no Default then exists or would arise therefrom and such Net Available Proceeds do not exceed $5.0 million, such Net Available Proceeds shall not be required to be so applied on such date to the extent that Borrower has delivered an Officers' Certificate to Administrative Agent on or prior to such date stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Available Proceeds were paid or (2) fund the substitution of other Property used or usable in the business of the Companies, in each case within 180 days following the date of the receipt of such Net Available Proceeds; provided, further, however, that (i) all such Net Available Proceeds in -------- ------- ------- excess of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(iii) or (v) shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement, (ii) if the amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and (iii) if all or any portion of such Net Available Proceeds not required to be applied to the prepayment of Term Loans pursuant to the preceding proviso is not so used within 180 days after the date of the receipt of such Net Available Proceeds, such remaining portion shall be applied on the last day of such period as specified in Section 2.10(b).

Casualty Events. On Not later than three Business Days following the date on which receipt of any Company receives any --------------- Net Available Cash Proceeds from a Casualty Event by the Borrower or any Casualty Eventof its Subsidiaries, the Borrower shall prepay the Term Loans in an aggregate principal amount equal to one hundred percent (100% %) of such Net Available Cash Proceeds; provided, however, -------- ------- that provided that: (A) so long as no Default shall then exists exist or would arise therefrom and such Net Available Proceeds do not exceed $5.0 milliontherefrom, such Net Available Proceeds proceeds up to a maximum of $500,000 in any fiscal year and $1,500,000 in the aggregate over the term of this Agreement shall not be required to be so applied on such date so long as the Borrower shall have delivered to the extent that Lender a certificate executed by a Responsible Officer of the Borrower has delivered an Officers' Certificate to Administrative Agent on or prior to such date stating that such proceeds shall are expected to be used used, no later than 365 days following the date of receipt of such proceeds, to (1) repair, replace or restore any Property property in respect of which such Net Available Cash Proceeds were paid paid, and (y) the repair, replacement or (2) fund restoration of such property is completed within such 365-day period; provided that if the substitution of other Property used or usable in property subject to such Casualty Event constituted Collateral under the business Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the Companies, applicable Security Documents in each case within 180 days following the date favor of the receipt of such Net Available Proceeds; providedCollateral Agent, further, however, that (i) all such Net Available Proceeds in -------- ------- ------- excess for its benefit and for the benefit of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(iii) or (v) shall be held in the Collateral Account and released therefrom only other Secured Parties in accordance with the terms of the Security Agreement, Sections 6.12 and 6.16; and (iiB) if the amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and (iii) if all or any portion of such Net Available Cash Proceeds shall not required to be so applied to the prepayment of Term Loans pursuant to the preceding proviso is not so used within 180 days after the date of the receipt of such Net Available Proceeds365-day period, such remaining unused portion shall be applied on the last day of such period as specified a mandatory prepayment of the Term Loans as provided in Section 2.10(b2.04(d)(v).

Casualty Events. On or prior to the third Business Day after the date on which any Company receives any --------------- Net Available Proceeds from any Casualty Event, in an aggregate principal amount equal to 100% of such Net Available Proceeds; provided, however, -------- ------- that (x) so long as no Event of Default then exists or would arise therefrom and such Net Available Proceeds do not exceed $5.0 milliontherefrom, such Net Available Proceeds shall not be required to be so applied on such date to the extent that Borrower has delivered an Officers' Officer's Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Available Proceeds were paid or (2) fund the substitution of other Property used or usable in the business of Borrower and the CompaniesSubsidiaries, in each case within 180 days following the date of the receipt of such Net Available Proceeds; provided, further, however, that (iy) all such Net Available Proceeds in -------- ------- ------- excess of the remainder of $1.0 million less any amount not held in shall be delivered to the Collateral Account by virtue Agent within 30 days of the analogous provision of Section 2.10(a)(iii) or (v) shall such receipt to be held in the Collateral Account and released therefrom only in accordance with the terms of the Security AgreementSection 12, (ii) if the amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and (iiiz) if all or any portion of such Net Available Proceeds not required to be applied to the prepayment of Term Loans (or reduction of Revolving Credit Commitments) pursuant to the preceding proviso is not so used within 180 days after the date of the receipt of such Net Available Proceeds, such remaining portion shall be applied on the last day of such period as specified in Section 2.10(b), unless prior to such 180th day a Company shall have entered into a binding agreement to so use such Net Available Proceeds, in each case within 180 days after the date of such agreement (and if not so used, the Net Available Proceeds shall be applied as specified in Section 2.10(b)).

Casualty Events. On Not later than three (3) Business Days following the date on which receipt of any Company receives any --------------- Net Available Cash Proceeds from a Casualty Event by the Designated Company or any Casualty Eventof its Restricted Subsidiaries, the applicable Co-Borrowers shall make prepayments in accordance with Section 2.10(g) and (h) in an aggregate principal amount equal to 100% of such Net Available Cash Proceeds; provided, however, -------- ------- that provided that: 116 (i) no such prepayment shall be required under this Section 2.10(e) with respect to Casualty Events resulting in less than $50,000,000 in Net Cash Proceeds in any fiscal year; (ii) so long as no Event of Default shall then exists exist or would arise therefrom and such Net Available Proceeds do not exceed $5.0 milliontherefrom, such Net Available Proceeds proceeds shall not be required to be so applied on such date to the extent that the Borrower has shall have delivered an Officers' ’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall are expected to be used (or have been used) to (1) repair, replace or restore any Property property in respect of which such Net Available Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 365 days (2) fund the substitution of other Property used or usable in the business event the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such repair, replacement, restoration or reinvestment within such 365 day period, such period shall be extended for an additional 365 days with respect to the portion of such Net Cash Proceeds committed for such repair, replacement, restoration or reinvestment, so long as such binding agreement is in effect at the Companies, in each case within 180 days end of such additional 365 day period) following the date of the receipt of such Net Available Proceedsproceeds; provided, further, however, that (i) all such Net Available Proceeds in -------- ------- ------- excess of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(iii) or (v) shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement, (ii) if the amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and and (iii) if all or any portion of such Net Available Cash Proceeds shall not required to be so applied to the prepayment of Term Loans within such 365-day period (as such period may be extended pursuant to the preceding proviso is not so used within 180 days after the date of the receipt of such Net Available Proceedsclause (i), above), such remaining unused portion shall be applied on the last day of such period to mandatory prepayments as specified provided in this Section 2.10(b2.10(e).

Casualty Events. On or prior to the third Business Day after the date on which any Company receives any --------------- Net Available Proceeds from any Casualty Event, in an aggregate principal amount equal to 100% of such Net Available Proceeds; providedPROVIDED, howeverHOWEVER, -------- ------- that (x) so long as no Event of Default then exists or would arise therefrom and such Net Available Proceeds do not exceed $5.0 milliontherefrom, such Net Available Proceeds shall not be required to be so applied on such date to the extent that Borrower has delivered an Officers' Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Available Proceeds were paid or (2) fund the substitution of other Property used or usable in the business of Borrower and the CompaniesSubsidiaries, in each case within 180 days following the date of the receipt of such Net Available Proceeds; provided, further, however, that (iy) all such Net Available Proceeds in -------- ------- ------- excess of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(iii) or (v) shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement, (ii) if the amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and (iiiz) if all or any portion of such Net Available Proceeds not required to be applied to the prepayment of Term Loans pursuant to the preceding proviso is not so used within 180 days after the date of the receipt of such Net Available Proceeds, such remaining portion shall be applied on the last day of such period as specified in Section 2.10(b), unless prior to such 180th day a Company shall have entered into a binding agreement to so use such Net Available Proceeds, in each case within 180 days after the date of such agreement (and if not so used, the Net Available Proceeds shall be applied as specified in Section 2.10(b)).

Casualty Events. On Not later than three (3) Business Days following the date on which receipt of any Company receives any --------------- Net Available Cash Proceeds from a Casualty Event by the Designated Company or any Casualty Eventof its Restricted Subsidiaries, the applicable Co-Borrowers shall make prepayments in accordance with Section 2.10(g) and (h) in an aggregate principal amount equal to 100% of such Net Available Cash Proceeds; provided, however, -------- ------- that provided that: (i) no such prepayment shall be required under this Section 2.10(e) with respect to Casualty Events resulting in less than $50,000,000 in Net Cash Proceeds in any fiscal year; (ii) so long as no Event of Default shall then exists exist or would arise therefrom and such Net Available Proceeds do not exceed $5.0 milliontherefrom, such Net Available Proceeds proceeds shall not be required to be so applied on such date to the extent that the Borrower has shall have delivered an Officers' ’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall are expected to be used (or have been used) to (1) repair, replace or restore any Property property in respect of which such Net Available Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 365 days (2) fund the substitution of other Property used or usable in the business event the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such repair, replacement, restoration or reinvestment within such 365 day period, such period shall be extended for an additional 365 days with respect to the portion of such Net Cash Proceeds committed for such repair, replacement, restoration or reinvestment, so long as such binding agreement is in effect at the Companies, in each case within 180 days end of such additional 365 day period) following the date of the receipt of such Net Available Proceedsproceeds; provided, further, however, that (i) all such Net Available Proceeds in -------- ------- ------- excess of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(iii) or (v) shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement, (ii) if the amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and (iii) if all or any portion of such Net Available Proceeds not required to be applied to the prepayment of Term Loans pursuant to the preceding proviso is not so used within 180 days after the date of the receipt of such Net Available Proceeds, such remaining portion shall be applied on the last day of such period as specified in Section 2.10(b).132 1031947.12E-CHISR1060441.10-CHISR01A - MSW

Casualty Events. On the date Within five Business Days after any Net Proceeds are received by or on which behalf of any Wireline Company receives any --------------- Net Available Proceeds from in respect of any Casualty Event, the Borrower shall (subject to Section 2.10 (j)) prepay Term Borrowings in an aggregate principal amount equal to 100% such Net Proceeds; provided that, if (i) the Wireline Companies intend to apply all or a portion of the Net Proceeds from such event, within 12 months after receipt of such Net Available Proceeds; providedProceeds (or, however, -------- ------- that so long as no Default then exists if the applicable Wireline Company enters into a legally binding commitment to apply all or would arise therefrom and a portion of such Net Available Proceeds do not exceed $5.0 millionwithin such 12-month period, such Net Available Proceeds shall not be required to be so applied on such date to the extent that Borrower has delivered an Officers' Certificate to Administrative Agent on or prior to such date stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Available Proceeds were paid or (2) fund the substitution of other Property used or usable in the business of the Companies, in each case within 180 days 18 months following the date of the receipt of such Net Available Proceeds), to repair, restore or replace the property with respect to which such Net Proceeds were received or to acquire Replacement Assets, and (ii) any property acquired in connection with such application (whether as replacement property or Replacement Assets) will be included in the Collateral at least to the extent that the property to be replaced was included therein or shall be property of a Collateral Support Party, then no prepayment will be required pursuant to this subsection in respect of such Net Proceeds (or the portion of such Net Proceeds, if applicable); provided, further, however, that (i) if all or a portion of such Net Available Proceeds have not been so applied within such 12-month period (or, if the applicable Wireline Company has entered into a legally binding commitment to apply such Net Proceeds within such 12-month period, but has not applied such Net Proceeds within 18 months following such receipt), a prepayment will be required at that time in -------- ------- ------- excess of the remainder of $1.0 million less any an amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(iiiequal to (A) or (v) shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement, (ii) if the amount of such Net Available Proceeds exceeds $5.0 million, then that have not been so applied by the entire amount and not just the portion in excess end of $5.0 million shall be applied and such 12-month period or (iiiB) if all or any portion of such Net Available Proceeds not required were committed during such 12-month period to be applied to the prepayment of Term Loans pursuant to the preceding proviso is but not so used applied within 180 days after the date of 18 months following the receipt of such Net Available Proceeds, such remaining portion shall be applied on the last day amount of such period as specified in Section 2.10(b)Net Proceeds not so applied.

Casualty Events. On Not later than three (3) Business Days following the date on which receipt of any Company receives any --------------- Net Available Cash Proceeds from a Casualty Event by the Designated Company or any Casualty Eventof its Restricted Subsidiaries, the applicable Co-Borrowers shall make prepayments in accordance with Section 2.10(g) and (h) in an aggregate principal amount equal to 100% of such Net Available Cash Proceeds; provided, however, -------- ------- that provided that: (i) no such prepayment shall be required under this Section 2.10(e) with respect to Casualty Events resulting in less than $50,000,000 in Net Cash Proceeds in any fiscal year; (ii) so long as no Event of Default shall then exists exist or would arise therefrom and such Net Available Proceeds do not exceed $5.0 milliontherefrom, such Net Available Proceeds proceeds shall not be required to be so applied on such date to the extent that the Borrower has shall have delivered an Officers' ’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall are expected to be used (or have been used) to (1) repair, replace or restore any Property property in respect of which such Net Available Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 365 days (2) fund the substitution of other Property used or usable in the business event the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such repair, replacement, restoration or reinvestment within such 365 day period, such period shall be extended for an additional 365 days with respect to the portion of such Net Cash Proceeds committed for such repair, replacement, restoration or reinvestment, so long as such binding agreement is in effect at the Companies, in each case within 180 days end of such additional 365 day period) following the date of the receipt of such Net Available Proceedsproceeds; provided, further, however, that (i) all such Net Available Proceeds in -------- ------- ------- excess of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(iii) or (v) shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement, (ii) if the amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and 1160381.015-CHISR02A - MSW (iii) if all or any portion of such Net Available Cash Proceeds shall not required to be so applied to the prepayment of Term Loans within such 365-day period (as such period may be extended pursuant to the preceding proviso is not so used within 180 days after the date of the receipt of such Net Available Proceedsclause (i), above), such remaining unused portion shall be applied on the last day of such period to mandatory prepayments as specified provided in this Section 2.10(b2.10(e).

Casualty Events. On the date on which Borrower or any Company Subsidiary --------------- receives any --------------- Net Available Proceeds from any Casualty Event, in an aggregate principal amount equal to 100% of such Net Available Proceeds; provided, -------- however, -------- ------- that (x) so long as no Default or Event of Default then exists or would arise therefrom and such Net Available Proceeds do not exceed $5.0 millionexists, such ------- Net Available Proceeds shall not be required to be so applied on such date to the extent that Borrower has delivered an Officers' Officer's Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Available Proceeds were paid or (2) fund the substitution of other Property used or usable in the business of Borrower and the CompaniesSubsidiaries, in each case within 180 365 days following the date of the receipt of such Net Available Proceeds; provided, further, however, that (iy) all such Net Available Proceeds in -------- ------- ------- excess of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(iii) or (v) shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement, (ii) if the amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and (iiiz) if all or any portion of such Net Available Proceeds not required to be applied to the prepayment of Term Loans pursuant to the preceding proviso is not so used (or committed to be used pursuant to a binding written agreement) within 180 365 days after the date of the receipt of such Net Available Proceeds, such remaining portion shall be applied on the last day of such period as specified in Section 2.10(b).

Casualty Events. On or prior to the third Business Day after the date on which any Company receives any --------------- Net Available Proceeds from any Casualty Event, in an aggregate principal amount equal to 100% of such Net Available Proceeds; providedPROVIDED, howeverHOWEVER, -------- ------- that (x) so long as no Event of Default then exists or would arise therefrom and such Net Available Proceeds do not exceed $5.0 milliontherefrom, such Net Available Proceeds shall not be required to be so applied on such date to the extent that Borrower has delivered an Officers' Officer's Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Available Proceeds were paid or (2) fund the substitution of other Property used or usable in the business of Borrower and the CompaniesSubsidiaries, in each case within 180 days following the date of the receipt of such Net Available Proceeds; provided, further, however, that (iy) all such Net Available Proceeds in -------- ------- ------- excess of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(iii) or (v) shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement, (ii) if the amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and (iiiz) if all or any portion of such Net Available Proceeds not required to be applied to the prepayment of Term Loans pursuant to the preceding proviso is not so used within 180 days after the date of the receipt of such Net Available Proceeds, such remaining portion shall be applied on the last day of such period as specified in Section 2.10(b), unless prior to such 180th day a Company shall have entered into a binding agreement to so use such Net Available Proceeds, in each case within 180 days after the date of such agreement (and if not so used, the Net Available Proceeds shall be applied as specified in Section 2.10(b)).

Casualty Events. On Not later than three (3) Business Days following the date on which receipt of any Company receives any --------------- Net Available Cash Proceeds from a Casualty Event by the Designated Company or any Casualty Eventof its Restricted Subsidiaries, the applicable Co-Borrowers shall make prepayments in accordance with Section 2.10(g) and (h) in an aggregate principal amount equal to 100% of such Net Available Cash Proceeds; provided, however, -------- ------- that provided that: (i) so long as no Event of Default shall then exists exist or would arise therefrom and such Net Available Proceeds do not exceed $5.0 milliontherefrom, such Net Available Proceeds proceeds shall not be required to be so applied on such date to the extent that the Borrower has shall have delivered an Officers' ’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall are expected to be used (or have been used) to (1) repair, replace or restore any Property property in respect of which such Net Available Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 365 days (2) fund the substitution of other Property used or usable in the business event the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such repair, replacement, restoration or reinvestment within such 365 day period, such period shall be extended for an additional 365 days with respect to the portion of such Net Cash Proceeds committed for such repair, replacement, restoration or reinvestment, so long as such binding agreement is in effect at the Companies, in each case within 180 days end of such additional 365 day period) following the date of the receipt of such Net Available Proceedsproceeds; provided, further, however, that (i) all such Net Available Proceeds in -------- ------- ------- excess of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(iii) or (v) shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement, and (ii) if the amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and (iii) if all or any portion of such Net Available Cash Proceeds shall not required to be so applied to the prepayment of Term Loans within such 365-day period (as such period may be extended pursuant to the preceding proviso is not so used within 180 days after the date of the receipt of such Net Available Proceedsclause (i), above), such remaining unused portion shall be applied on the last day of such period to mandatory prepayments as specified provided in this Section 2.10(b2.10(e).

Casualty Events. On Not later than five Business Days following the date on which receipt of any Company receives any --------------- Net Available Cash Proceeds from a Casualty Event by Borrower or any Casualty Eventof its Subsidiaries, Borrower shall make prepayments in accordance with Sections 2.10(g) and (h) in an aggregate principal amount equal to 100% of such Net Available Cash Proceeds; provided, however, -------- ------- that provided that: (i) so long as no Default shall then exists exist or would arise therefrom and such Net Available Proceeds do not exceed $5.0 milliontherefrom, such Net Available Proceeds proceeds shall not be required to be so applied on such date to the extent that Borrower has shall have delivered an Officers' Officer’s Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall are expected to be used to (1) repair, replace or restore any Property property in respect of which such Net Available Cash Proceeds were paid or (2) fund the substitution of to reinvest in other Property used fixed or usable in the business of the Companiescapital assets, in each case within 180 no later than 365 days following the date of the receipt of such proceeds or, so long as Borrower is diligently pursuing efforts to repair, replace or restore such property, no later than such later date as may be reasonably necessary to permit the repair, replacement or restoration such property; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Available Proceeds; provided, further, however, that (i) all such Net Available Cash Proceeds in -------- ------- ------- excess thereof pursuant to this subsection shall be made subject to the Lien of the remainder applicable Security Documents in favor of $1.0 million less any amount not held in the Collateral Account by virtue Agent, for its benefit and for the benefit of the analogous provision of Section 2.10(a)(iii) or (v) shall be held in the Collateral Account and released therefrom only other Secured Parties in accordance with the terms of the Security Agreement, Sections 5.10 and 5.11; and (ii) if the amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and (iii) if all or any portion of such Net Available Cash Proceeds shall not required to be so applied to the prepayment of Term Loans within such 365-day period, or within such later period as may be permitted pursuant to clause (i) above, or if Borrower has abandoned efforts to repair, replace or restore the preceding proviso is not so used within 180 days after the date property in respect of the receipt of which such Net Available ProceedsCash Proceeds were paid, such remaining unused portion shall be applied on the last day of such period as specified a mandatory prepayment as provided in this Section 2.10(b2.10(e).

Casualty Events. On the date on which Borrower or any Company --------------- Subsidiary receives any --------------- Net Available Proceeds from any Casualty Event, in an aggregate principal amount equal to 100% of such Net Available Proceeds; provided, however, -------- ------- that (x) so long as no Default or Event of Default then exists or would arise therefrom and such Net Available Proceeds do not exceed $5.0 million-------- ------- exists, such Net Available Proceeds shall not be required to be so applied on such date to the extent that Borrower has delivered an Officers' Officer's Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Available Proceeds were paid or (2) fund the substitution of other Property used or usable in the business of Borrower and the CompaniesSubsidiaries, in each case within 180 365 days following the date of the receipt of such Net Available Proceeds; provided, further, however, that (iy) all such Net Available Proceeds in -------- ------- ------- excess of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(iii) or (v) shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement, (ii) if the amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and (iiiz) if all or any portion of such Net Available Proceeds not required to be applied to the prepayment of Term Loans pursuant to the preceding proviso is not so used (or committed to be used pursuant to a binding written agreement) within 180 365 days after the date of the receipt of such Net Available Proceeds, such remaining portion shall be applied on the last day of such period as specified in Section 2.10(b).

Casualty Events. On the date on which Borrower or any Company Subsidiary receives any --------------- Net Available Proceeds from any Casualty Event, in an aggregate principal amount equal to 100% of such Net Available Proceeds; providedPROVIDED, howeverHOWEVER, -------- ------- that so long as no Default or Event of Default then exists or would arise therefrom and such Net Available Proceeds do not exceed $5.0 millionexists, such Net Available Proceeds shall not be required to be so applied on such date to the extent that Borrower has delivered an Officers' Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Available Proceeds were paid or (2) fund the expansion or substitution of other Property used or usable in the business of Borrower and the CompaniesSubsidiaries, in each case within 180 360 days following the date of the receipt of such Net Available Proceeds; providedPROVIDED, furtherFURTHER, howeverHOWEVER, that (i) all such Net Available Proceeds in -------- ------- ------- excess of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(iii) or (v) shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement, Agreement and (ii) if the amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and (iii) if all or any portion of such Net Available Proceeds not required to be applied to the prepayment of Term Loans pursuant to the preceding proviso is not so used within 180 360 days after the date of the receipt of such Net Available Proceeds, such remaining portion shall be applied on the last day of such period as specified in Section 2.10(b).

Casualty Events. On or prior to the third Business Day after the date on which any Company receives any --------------- Net Available Proceeds from any Casualty Event, in an aggregate principal amount equal to 100% of such Net Available Proceeds; provided, however, -------- ------- that (x) so long as no Event of Default then exists or would arise therefrom and such Net Available Proceeds do not exceed $5.0 milliontherefrom, such Net Available Proceeds shall not be required to be so applied on such date to the extent that Borrower has delivered an Officers' Officer's Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Available Proceeds were paid or (2) fund the substitution of other Property used or usable in the business of Borrower and the CompaniesSubsidiaries, in each case within 180 days following the date of the receipt of such Net Available Proceeds; provided, further, however, that (i) all such Net Available Proceeds in -------- ------- ------- excess of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(iii) or (v) shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement, (ii) if the amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and (iiiy) if all or any portion of such Net Available Proceeds not required to be applied to the prepayment of Term Loans (or reduction of Revolving Credit Commitments) pursuant to the preceding proviso is not so used within 180 days after the date of the receipt of such Net Available Proceeds, such remaining portion shall be paid by Borrower to the Administrative Agent and applied by the Administrative Agent on the last day of such period as specified in Section 2.10(b), unless prior to such 180th day a Company shall have entered into a binding agreement to so use such Net Available Proceeds, in each case within 180 days after the date of such agreement (and if not so used, the Net Available Proceeds shall be applied as specified in Section 2.10(b)).

Casualty Events. On Not later than three (3) Business Days following the date on which receipt of any Company receives any --------------- Net Available Cash Proceeds from a Casualty Event by the Designated Company or any Casualty Eventof its Restricted Subsidiaries, the applicable Co-Borrowers shall make prepayments in accordance with Section 2.10(g) and (h) in an aggregate principal amount equal to 100% of such Net Available Cash Proceeds; provided, however, -------- ------- that provided that: (i) no such prepayment shall be required under this Section 2.10(e) with respect to Casualty Events resulting in less than $50,000,000 in Net Cash Proceeds in any fiscal year; (ii) so long as no Event of Default shall then exists exist or would arise therefrom and such Net Available Proceeds do not exceed $5.0 milliontherefrom, such Net Available Proceeds proceeds shall not be required to be so applied on such date to the extent that the Borrower has shall have delivered an Officers' ’ Certificate to the 967770.02F-CHISR1034077.05-CHISR01A - MSW 112 Administrative Agent on or prior to such date stating that such proceeds shall are expected to be used (or have been used) to (1) repair, replace or restore any Property property in respect of which such Net Available Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 365 days (2) fund the substitution of other Property used or usable in the business event the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such repair, replacement, restoration or reinvestment within such 365 day period, such period shall be extended for an additional 365 days with respect to the portion of such Net Cash Proceeds committed for such repair, replacement, restoration or reinvestment, so long as such binding agreement is in effect at the Companies, in each case within 180 days end of such additional 365 day period) following the date of the receipt of such Net Available Proceedsproceeds; provided, further, however, that (i) all such Net Available Proceeds in -------- ------- ------- excess of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(iii) or (v) shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement, (ii) if the amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and and (iii) if all or any portion of such Net Available Cash Proceeds shall not required to be so applied to the prepayment of Term Loans within such 365-day period (as such period may be extended pursuant to the preceding proviso is not so used within 180 days after the date of the receipt of such Net Available Proceedsclause (i), above), such remaining unused portion shall be applied on the last day of such period to mandatory prepayments as specified provided in this Section 2.10(b2.10(e).

Casualty Events. On Not later than three (3) Business Days following the date on which receipt of any Company receives any --------------- Net Available Cash Proceeds from a Casualty Event by Intermediate Holdings or any Casualty Eventof its Restricted Subsidiaries, the Borrower shall make prepayments in accordance with Section 2.10(g) and (h) in an aggregate principal amount equal to 100% of such Net Available Cash Proceeds; provided, however, -------- ------- that provided that: (i) no such prepayment shall be required under this Section 2.10(e) with respect to Casualty Events resulting in less than $50,000,000 in Net Cash Proceeds in any fiscal year; (ii) so long as no Event of Default shall then exists exist or would arise therefrom and such Net Available Proceeds do not exceed $5.0 milliontherefrom, such Net Available Proceeds proceeds shall not be required to be so applied on such date to the extent that the Borrower has shall have delivered an Officers' ’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds shall are expected to be used (or have been used) to (1) repair, replace or restore any Property property in respect of which such Net Available Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 450 days (2) fund the substitution of other Property used or usable in the business of event the CompaniesBorrower or any Restricted Subsidiary has entered into a binding agreement to make such repair, in each case replacement, restoration or reinvestment within such 450-day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds committed for such repair, replacement, restoration or reinvestment, so long as such binding agreement is in effect at the end of such additional 450-day period) following the date of the receipt of such Net Available Proceedsproceeds; provided, further, however, that (i) all such Net Available Proceeds in -------- ------- ------- excess of the remainder of $1.0 million less any amount not held in the Collateral Account by virtue of the analogous provision of Section 2.10(a)(iii) or (v) shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement, (ii) if the amount of such Net Available Proceeds exceeds $5.0 million, then the entire amount and not just the portion in excess of $5.0 million shall be applied and and (iii) if all or any portion of such Net Available Cash Proceeds shall not required to be so applied to the prepayment of Term Loans within such 450-day period (as such period may be extended pursuant to the preceding proviso is not so used within 180 days after the date of the receipt of such Net Available Proceedsclause (i), above), such remaining unused portion shall be applied on the last day of such period to mandatory prepayments as specified provided in this Section 2.10(b2.10(e).. 1304976.12A-NYCSR02A - MSW