Common use of Asset Sales and Casualty Events Clause in Contracts

Asset Sales and Casualty Events. Not later than five (5) Business Days following the receipt of any Net Cash Proceeds of any Asset Sale or any Casualty Event by any Credit Party or any of its Subsidiaries, Credit Parties shall make Mandatory Prepayments of the Obligations to be applied thereto in accordance with Section 1.8 in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, that such Net Cash Proceeds shall not be required to be applied as a mandatory prepayment on such date to the extent that (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) Credit Parties have delivered an Officers’ Certificate to the Agent on or prior to such date stating that such Net Cash Proceeds are expected to be reinvested in fixed or capital assets within six (6) months following the date of such Asset Sale or Casualty Event (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, that (A) all such Net Cash Proceeds that are proposed to be reinvested shall be held in a cash collateral deposit account under the exclusive dominion and control of the Agent (and Agent shall, for the avoidance of doubt, have the sole and exclusive right to direct and/or give instructions to the depository institution regarding the disposition of funds in such account) (such account, the “Term Loan Priority Collateral Account”) and constitute “Term Loan Priority Collateral” under the Intercreditor Agreement, and (B) if all or any portion of such Net Cash Proceeds is not so reinvested within such six (6)-month period, such unused portion shall be applied on the last day of such period (or the Maturity Date, if earlier) as a Mandatory Prepayment as provided in this Section 1.2(c); provided, further, that if the property subject to such Asset Sale or such Casualty Event constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien created pursuant to this Agreement in favor of the Agent for the benefit of the Lenders in accordance with Sections 3.20 and 3.

Asset Sales and Casualty Events. Not later than Within five (5) Business Days following the of receipt of any Net Cash Proceeds of any Asset Sale or any Casualty Event by any Credit Loan Party or any of its SubsidiariesRestricted Subsidiaries of any cash proceeds of any sale or disposition by any Loan Party or any of its Restricted Subsidiaries of any of its assets (other than any Excluded Issuance(i) Excluded Issuance and (ii) sales or dispositions by any Joliet Subsidiary (for so long as such Joliet Subsidiary is not wholly-owned, Credit Parties directly or indirectly, by any Loan Party) or by any other Restricted Subsidiary that is not wholly-owned, directly or indirectly, by any Loan Party), or any cash proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings, the Borrower shall make Mandatory Prepayments of prepay the Obligations to be applied thereto in accordance with Section 1.8 in an aggregate amount equal to 100% all such proceeds, net of (i) commissions and other transaction costs, fees, expenses and taxes (including tax distributions required as a result thereof) properly attributable to such Net Cash Proceedstransaction and payable by any Loan Party or any of its Restricted Subsidiaries in connection therewith (in each case, paid to non-Affiliates) and (ii) any debt required to be prepaid from such cash proceeds; provided, provided that such Net Cash Proceeds the Borrower shall not be required to be applied as a mandatory prepayment on such date prepay the Obligations with respect to (i) net proceeds from the extent sales or dispositions of assets permitted by SectionSections 7.6(a), (b) or (bf), (ii) net proceeds that (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) Credit Parties have delivered an Officers’ Certificate to the Agent on or prior to such date stating that such Net Cash Proceeds are expected to be reinvested in fixed assets then used or capital assets within six (6) months following usable in the date of such Asset Sale or Casualty Event (which Officers’ Certificate shall set forth the estimates business of the Loan Parties and their Restricted Subsidiaries within 180 days following receipt thereof, so long as such proceeds to be so expended); provided, that (A) all such Net Cash Proceeds that are proposed to be reinvested shall be held in Controlled Accounts at SunTrust Bank or subject to Control Account Agreements until reinvested, (iii) any designation of an Unrestricted Subsidiary, (iv) any sale or disposition to a cash collateral deposit account under the exclusive dominion and control of the Agent (and Agent shall, for the avoidance of doubt, have the sole and exclusive right to direct and/or give instructions to the depository institution regarding the disposition of funds in such account) (such account, the “Term Loan Priority Collateral Account”) and constitute “Term Loan Priority Collateral” under the Intercreditor AgreementParty, and (Bv) if any other net proceeds not described in clauses (i) through (iv) that, in the aggregate for all such sales, dispositions, casualty insurance policies or any portion of such Net Cash Proceeds is not so reinvested within such six (6)-month periodeminent domain, such unused portion shall be applied on condemnation or similar proceedings after the last day of such period (or the Maturity ClosingSecond Amendment Effective Date, if earlier) as a Mandatory Prepayment as provided in this Section 1.2(c)do not exceed $10,000,000; provided, further, that if that, notwithstanding the property subject to such Asset Sale or such Casualty Event constituted Collateralforegoing proviso, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection Borrower shall be made subject required to prepay the Lien created pursuant Obligations with respect to this Agreement in favor proceeds from the sale of the Agent for the benefit any Capital Stock of the Lenders Gulf LNG permitted by Section 7.6(d). Any such prepayment shall be applied in accordance with Sections 3.20 and 3subsection (c) of this Section.

Asset Sales and Casualty Events. Not later (a) Eldorado will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) Eldorado (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and (2) at least 75% of the consideration received in the Asset Sale by Eldorado or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash: (A) any liabilities, as shown on Eldorado’s most recent consolidated balance sheet, of Eldorado or any Restricted Subsidiary (other than five contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases Eldorado or such Restricted Subsidiary from, or indemnifies against, further liability; (B) any securities, Notes or other obligations received by Eldorado or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by Eldorado or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and (C) any stock or assets of the kind referred to in clauses (4), (5) Business Days following or (6) of Section 4.10(b). (b) Within 360 days after the receipt of any Net Cash Proceeds of any from an Asset Sale or any Casualty Event Proceeds, Eldorado (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds and Casualty Event Proceeds, as applicable: (1) to repay Priority Lien Debt and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto to the extent required by any Credit Party or any of its SubsidiariesSection 4.09 hereof; (2) to repay Parity Lien Debt, Credit Parties so long as Eldorado shall make Mandatory Prepayments an offer to use at least a pro rata portion (based on the aggregate principal amounts of the Obligations to be applied thereto in accordance with Section 1.8 in an aggregate amount equal to 100% outstanding Notes and such other Parity Lien Debt) of such Net Cash Proceeds; providedProceeds to repurchase Notes at a price no less than par, that such Net Cash Proceeds shall not be required plus accrued and unpaid interest, if any, to be applied as a mandatory prepayment the applicable date of repurchase (subject to the rights of holders of Notes on such the relevant record date to receive interest on the extent relevant interest payment date); (3) to repay Indebtedness secured by a Permitted Prior Lien on any Collateral that (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) Credit Parties have delivered an Officers’ Certificate to the Agent on or prior to such date stating that such Net Cash Proceeds are expected to be reinvested was sold in fixed or capital assets within six (6) months following the date of such Asset Sale or was the subject of such Casualty Event Event; (which Officers’ Certificate shall set forth the estimates 4) to acquire all or substantially all of the proceeds assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to be so expendedany such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Eldorado; (5) to make a capital expenditure; (6) to acquire other assets that are used or useful in a Permitted Business; or (7) any combination of clauses (1) through (6) of this Section 4.10(b); provided, however, that if Eldorado or any Restricted Subsidiary contractually commits within such 360-day period to apply the Net Proceeds within 180 days of entering into such contractual commitment in accordance with any of clauses (A4) all through (6) of this Section 4.10(b), and such Net Cash Proceeds are subsequently applied as contemplated by such contractual commitment, then the requirement for the application of Net Proceeds set forth in this paragraph shall be considered satisfied. (c) In addition, Eldorado or the applicable Restricted Subsidiary, as the case may be, will take all necessary action to promptly grant to the Collateral Trustee, on behalf of the holders of Parity Lien Obligations, a junior priority perfected security interest, subject to any Permitted Liens, on such property or assets acquired or constructed with the Net Proceeds of any Asset Sale on the terms set forth in, and to the extent required by, this Indenture and the Security Documents. (d) Pending the final application of any Net Proceeds, Eldorado (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds from Asset Sales or Casualty Event Proceeds, as applicable, in any manner that is not prohibited by this Indenture and the Security Documents. (e) Any Net Proceeds from Asset Sales or Casualty Event Proceeds that are proposed to be reinvested shall be held in a cash collateral deposit account under the exclusive dominion and control of the Agent (and Agent shall, for the avoidance of doubt, have the sole and exclusive right to direct and/or give instructions to the depository institution regarding the disposition of funds in such account) (such account, the “Term Loan Priority Collateral Account”) and constitute “Term Loan Priority Collateral” under the Intercreditor Agreement, and (B) if all not applied or any portion of such Net Cash Proceeds is not so reinvested within such six (6)-month period, such unused portion shall be applied on the last day of such period (or the Maturity Date, if earlier) as a Mandatory Prepayment invested as provided in this Section 1.2(c); provided4.10(b) will constitute “Excess Proceeds.” Within fifteen Business Days after the aggregate amount of Excess Proceeds exceeds $10.0 million, further, that if the property subject to such Asset Sale or such Casualty Event constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien created pursuant to this Agreement in favor of the Agent for the benefit of the Lenders in accordance with Sections 3.20 and 3.Issuers will make an offer (an

Asset Sales and Casualty Events. Not later Upon (1) the consummation of any Asset Sale (including sales of equity interests in the Borrower's Subsidiaries (other than a VITAS Healthcare Stock Issuance), but excluding sales, dispositions or transfers permitted under Sections 6.12.1, 6.12.2, or 6.12.3), by the Borrower or any Subsidiary or (2) the Borrower or any Subsidiary suffering an Event of Loss, in each case within five (5) Business Days following after the Borrower's or any of its Subsidiaries' receipt of any Net Cash Proceeds (or conversion to cash of non-cash proceeds (whether principal or interest and including securities and release of escrow arrangements)) received from any such Asset Sale or any Casualty Event by any Credit Party of Loss, the Borrower shall do one or any of its Subsidiaries, Credit Parties shall make Mandatory Prepayments more of the Obligations following, at its option: (x) redeem or make an offer to be repurchase Indebtedness outstanding under the Senior Unsecured Indenture Documents and (y) make a mandatory prepayment of Loans outstanding hereunder (with prepayments of Loans hereunder being applied thereto to reduce outstanding Term Loans, to the extent such Term Loan prepayments are accepted under Section 2.2(e), and otherwise applied in accordance with Section 1.8 2.2(e)), in an aggregate amount equal to one hundred percent (100% %) of such Net Cash Proceeds; provided, however, that the amount of such Net Cash Proceeds shall not be required applied pursuant to be applied as a mandatory prepayment on such date to the extent that (x) no Default or Event of Default has occurred and is continuing or would result therefrom and clause (y) Credit Parties have delivered an Officers’ Certificate to shall be at least equal to, but may be greater than, the Agent on or prior to such date stating that such Net Cash Proceeds are expected to be reinvested in fixed or capital assets within six (6) months following the date lesser of such Asset Sale or Casualty Event (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, that (A) all such Net Cash Proceeds that are proposed to be reinvested shall be held in a cash collateral deposit account under the exclusive dominion and control of the Agent (and Agent shall, for the avoidance of doubt, have the sole and exclusive right to direct and/or give instructions to the depository institution regarding the disposition of funds in such account) (such account, the “aggregate outstanding Term Loan Priority Collateral Account”) and constitute “Term Loan Priority Collateral” under the Intercreditor Agreement, Loans and (B) if all or any the ratable portion of such Net Cash Proceeds so applied pursuant to clauses (x) and (y) that is not so reinvested within such six (6)-month period, such unused portion shall be applied allocable to the Term Loans based upon Indebtedness outstanding under the Senior Unsecured Indenture Documents and the principal amount of the Term Loans outstanding on the last day date of such period (prepayment. To the extent that an offer to repurchase Indebtedness outstanding under the Senior Unsecured Indenture Documents is rejected, the Borrower shall not then be required to use such Net Cash Proceeds to prepay the Loans. Notwithstanding the foregoing, Net Cash Proceeds of Asset Sales or Events of Loss, with respect to which the Maturity Date, if earlier) as a Mandatory Prepayment as provided in this Section 1.2(c); provided, further, that if Borrower shall have given the property Administrative Agent written notice of its intention to repair or replace the Property subject to any such Asset Sale or Event of Loss or invest such Casualty Event constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant in the purchase of assets (other than securities, unless those securities represent equity interests in an entity that becomes a Guarantor) to this subsection be used by one or more of the Borrower or the Guarantors in their businesses within one year following such Asset Sale or Event of Loss, shall not be made subject to the Lien created pursuant to this Agreement in favor provisions of the Agent for first sentence of this Section 2.2(b) unless and to the benefit of the Lenders in accordance with Sections 3.20 and 3extent that such applicable period shall have expired without such repair, replacement or investment having been made.

Asset Sales and Casualty Events. Not later than five (5) Business Days following If the receipt of any Net Cash Proceeds of any Asset Sale or any Casualty Event by any Credit Party Parent Guarantor or any of its Subsidiaries, Credit Parties Subsidiaries shall make Mandatory Prepayments receive Net Proceeds from any Asset Sale (other than the sale or issuance of Equity Interests of the Obligations to be applied thereto in accordance with Section 1.8 in an aggregate amount equal to Borrower), 100% of such Net Cash ProceedsProceeds shall be applied within two Business Days after receipt thereof toward an Offer to Repay Term B Loans or a prepayment of Revolving Loans as set forth in Section 2.05A(c); provided, provided that such (x) the Net Cash Proceeds from Asset Sales permitted by Section 6.05 shall not be required to be applied as a mandatory prepayment provided herein on such date if and to the extent that (x1) no Default or Event of Default has occurred and is continuing then exists or would result arise therefrom and (y2) Credit Parties have delivered the U.S. Borrower delivers an Officers’ Certificate officers' certificate to the Administrative Agent on or prior to the date of such date Asset Sale stating that such Net Cash Proceeds are expected to shall be reinvested in fixed Property used or capital assets usable in the business of the U.S. Borrower and its Subsidiaries in each case within six (6) months one year following the date of such Asset Sale or Casualty Event (which Officers’ Certificate certificate shall set forth the estimates of the proceeds to be so expended); provided, that (A) all such Net Cash Proceeds that are proposed to be reinvested shall be held in a cash collateral deposit account under the exclusive dominion and control of the Agent (and Agent shall, for the avoidance of doubt, have the sole and exclusive right to direct and/or give instructions to the depository institution regarding the disposition of funds in such account) (such account, the “Term Loan Priority Collateral Account”) and constitute “Term Loan Priority Collateral” under the Intercreditor Agreement, and (By) if all or any portion of such Net Cash Proceeds not so applied as provided herein is not so reinvested used within such six (6)-month one year period, such unused remaining portion shall be applied on the last day of such period (or the Maturity Date, if earlier) as a Mandatory Prepayment as provided specified in this Section 1.2(c2.05A(a); provided, further, that if the property Property subject to such Asset Sale or such Casualty Event constituted CollateralCollateral under the Security Documents, then all property any capital assets purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject mortgaged or pledged, as the case may be, to the Lien created pursuant to this Agreement in favor of the Agent Collateral Agent, for its benefit and for the benefit of the Lenders other Secured Parties in accordance with Sections 3.20 and 3Section 5.11.

Asset Sales and Casualty Events. Not Subject to the Intercreditor Agreement, no later than five (5) the third Business Days Day following the date of receipt by Borrower or any of its Subsidiaries of (i) any Net Cash Proceeds from non-ordinary course asset sales or other dispositions (excluding dispositions under clauses (a) through (g), (i), (l) and (n) of any Asset Sale the definition of Permitted Dispositions) by the Borrower or any Casualty Event of its Subsidiaries in excess of $10,000,000 in the aggregate in any Fiscal Year, Borrower shall prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to such Net Proceeds (and only the amount of such excess shall be subject to this clause (i)) and (ii) any Net Proceeds received in connection with a casualty event, condemnation or other loss by any Credit Party the Borrower or any of its Subsidiaries, Credit Parties Borrower shall make Mandatory Prepayments of prepay the Obligations to be applied thereto Loans as set forth in accordance with Section 1.8 2.14(b) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, that in connection with any such disposition (including as a result of a casualty or condemnation) that would otherwise be required to be used to prepay the Loans pursuant to clauses (i) or (ii) above, up to $30,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such dispositions shall not be required to be applied as a mandatory prepayment on such date so used to prepay the Loans to the extent that such Net Proceeds are used to replace, repair or restore properties or assets that were the subject of such disposition with long-term productive assets, provided that, (x) no Default or Event of Default has shall have occurred and is continuing or would result therefrom and on the date such Person receives such Net Proceeds, (y) Credit Parties have Borrower has delivered an Officers’ Certificate to the Collateral Agent on or prior to a certificate within twenty (20) days after such date disposition stating that such Net Cash Proceeds are expected shall be used to be reinvested in fixed so replace, repair or capital restore properties or assets as provided above within six a period not to exceed three hundred sixty five (6365) months following days after the date of receipt of such Asset Sale or Casualty Event Net Proceeds (which Officers’ Certificate certificate shall set forth the estimates of the proceeds Net Proceeds to be so expended); provided) and (z) upon the earlier of (1) the expiration of the three hundred sixty five (365) day period pursuant to clause (y) above or (2) the occurrence and during the continuance of a Default or an Event of Default, that (A) all such Net Cash Proceeds that are proposed to be reinvested Proceeds, if not theretofore so used, shall be held in a cash collateral deposit account under used to prepay the exclusive dominion and control of the Agent (and Agent shall, for the avoidance of doubt, have the sole and exclusive right to direct and/or give instructions to the depository institution regarding the disposition of funds in such account) (such account, the “Term Loan Priority Collateral Account”) and constitute “Term Loan Priority Collateral” under the Intercreditor Agreement, and (B) if all or any portion of such Net Cash Proceeds is not so reinvested within such six (6)-month period, such unused portion shall be applied on the last day of such period (or the Maturity Date, if earlier) as a Mandatory Prepayment as provided in this Section 1.2(c); provided, further, that if the property subject to such Asset Sale or such Casualty Event constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien created pursuant to this Agreement in favor of the Agent for the benefit of the Lenders Loans in accordance with Sections 3.20 and 3Section 2.14(b).

Asset Sales and Casualty Events. Not later than five (5) Business Days following the receipt by Borrower or any Restricted Subsidiary of any Net Cash Proceeds of any Asset Sale or any Casualty Event by any Credit Party or any that constitute Excess Net Cash Proceeds, Borrower shall apply an amount equal to the Required Net Cash Proceeds Percentage of its Subsidiaries, Credit Parties shall such Excess Net Cash Proceeds to make Mandatory Prepayments of the Obligations to be applied thereto prepayments in accordance with Section 1.8 in an aggregate amount equal to 100% of Sections 2.10(g) and (h); provided that: (i) such Net Cash Proceeds; provided, that such Excess Net Cash Proceeds shall not be required to be so applied as a mandatory prepayment on such date to the extent that (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) Credit Parties have delivered an Officers’ Certificate to the Agent on or prior to such date stating that such Excess Net Cash Proceeds are expected by Borrower in good faith to be reinvested used to acquire, maintain, develop, construct, improve, upgrade or repair assets used or useful in fixed or capital assets the business of any Company (including pursuant to a Permitted Acquisition) within six (6) 15 months following the date of receipt of such Asset Sale Excess Net Cash Proceeds (or Casualty Event (which Officers’ Certificate shall set forth the estimates of the proceeds if committed to be so expended); provided, that (A) all used within such Net Cash Proceeds that are proposed to be reinvested shall be held in a cash collateral deposit account under the exclusive dominion and control of the Agent (and Agent shall, for the avoidance of doubt15-month period, have the sole and exclusive right to direct and/or give instructions to the depository institution regarding the disposition of funds in such account) not been so used within 21 months after receipt thereof); (such account, the “Term Loan Priority Collateral Account”) and constitute “Term Loan Priority Collateral” under the Intercreditor Agreement, and (Bii) if all or any portion of such Excess Net Cash Proceeds is not so reinvested used by Borrower to acquire, maintain, develop, construct, improve, upgrade or repair assets used or useful in the business of any Company within such six 15-month period (6)-month or if contractually committed to be so used within such 15-month period, have not been so used within 21 months after receipt thereof), such unused portion shall be applied on the last day of such period (15-month, or the Maturity Date21-month period, if earlier) as applicable, as a Mandatory Prepayment mandatory prepayment as provided in this Section 1.2(c2.10(c); provided, further, and (iii) Borrower may use a portion of such Excess Net Cash Proceeds to prepay or repurchase any other Indebtedness that if is secured by the property subject Collateral on a pari passu basis with the Term Loans to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Asset Sale or Casualty Event, in each case in an amount not to exceed the product of (x) the amount of such Casualty Event constituted Collateral, then all property purchased with the Excess Net Cash Proceeds thereof pursuant to this subsection shall be made subject to and (y) a fraction, the Lien created pursuant to this Agreement in favor numerator of which is the Agent for outstanding principal amount of such other Indebtedness and the benefit denominator of which is the Lenders in accordance with Sections 3.20 aggregate outstanding principal amount of Term Loans and 3such other Indebtedness.

Asset Sales and Casualty Events. Not later than five (5) Business Days following the receipt by Borrower or any Restricted Subsidiary of any Net Cash Proceeds of any Asset Sale or any Casualty Event by any Credit Party or any that constitute Excess Net Cash Proceeds, Borrower shall apply an amount equal to the Required Net Cash Proceeds Percentage of its Subsidiaries, Credit Parties shall such Excess Net Cash Proceeds to make Mandatory Prepayments of the Obligations to be applied thereto prepayments in accordance with Section 1.8 in an aggregate amount equal to 100% of Sections 2.10(h) and (i); provided that: (i) such Net Cash Proceeds; provided, that such Excess Net Cash Proceeds shall not be required to be so applied as a mandatory prepayment on such date to the extent that (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) Credit Parties have delivered an Officers’ Certificate to the Agent on or prior to such date stating that such Excess Net Cash Proceeds are expected by Borrower in good faith to be reinvested used to acquire, maintain, develop, construct, improve, upgrade or repair assets used or useful in fixed or capital assets the business of any Company (including pursuant to a Permitted Acquisition) within six (6) 15 months following the date of receipt of such Asset Sale Excess Net Cash Proceeds (or Casualty Event (which Officers’ Certificate shall set forth the estimates of the proceeds if committed to be so expended); provided, that (A) all used within such Net Cash Proceeds that are proposed to be reinvested shall be held in a cash collateral deposit account under the exclusive dominion and control of the Agent (and Agent shall, for the avoidance of doubt15-month period, have the sole and exclusive right to direct and/or give instructions to the depository institution regarding the disposition of funds in such account) not been so used within 21 months after receipt thereof); (such account, the “Term Loan Priority Collateral Account”) and constitute “Term Loan Priority Collateral” under the Intercreditor Agreement, and (Bii) if all or any portion of such Excess Net Cash Proceeds is not so reinvested used by Borrower to acquire, maintain, develop, construct, improve, upgrade or repair assets used or useful in the business of any Company within such six 15-month period (6)-month or if contractually committed to be so used within such 15-month period, have not been so used within 21 months after receipt thereof), such unused portion shall be applied on the last day of such period (15-month, or the Maturity Date21-month period, if earlier) as applicable, as a Mandatory Prepayment mandatory prepayment as provided in this Section 1.2(c2.10(c); provided, further, and (iii) Borrower may use a portion of such Excess Net Cash Proceeds to prepay or repurchase any other Indebtedness that if is secured by the property subject Collateral on a pari passu basis with the Term Loans to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Asset Sale or Casualty Event, in each case in an amount not to exceed the product of (x) the amount of such Casualty Event constituted Collateral, then all property purchased with the Excess Net Cash Proceeds thereof pursuant to this subsection shall be made subject to and (y) a fraction, the Lien created pursuant to this Agreement in favor numerator of which is the Agent for outstanding principal amount of such other Indebtedness and the benefit denominator of which is the Lenders in accordance with Sections 3.20 aggregate outstanding principal amount of Term Loans and 3such other Indebtedness.

Asset Sales and Casualty Events. Not later Upon (1) the consummation of any Asset Sale (including sales of equity interests in the Borrower's Subsidiaries (other than a Target Stock Issuance), but excluding sales, dispositions or transfers permitted under Sections 6.12.1, 6.12.2, or 6.12.3), by the Borrower or any Subsidiary or (2) the Borrower or any Subsidiary suffering an Event of Loss, in each case within five (5) Business Days following after the Borrower's or any of its Subsidiaries' receipt of any Net Cash Proceeds (or conversion to cash of non-cash proceeds (whether principal or interest and including securities and release of escrow arrangements)) received from any such Asset Sale or any Casualty Event by any Credit Party of Loss, the Borrower shall do one or any of its Subsidiaries, Credit Parties shall make Mandatory Prepayments more of the Obligations following, at its option: (x) redeem or make an offer to be repurchase Indebtedness outstanding under the Senior Secured Indenture Documents or Indebtedness outstanding under the Senior Unsecured Indenture Documents and (y) make a mandatory prepayment of Loans outstanding hereunder (with prepayments of Loans hereunder being first applied thereto to reduce outstanding Term Loans, then applied to reduce outstanding Revolving Loans, if any, and otherwise applied in accordance with Section 1.8 2.2(e)), in an aggregate amount equal to one hundred percent (100% %) of such Net Cash Proceeds; provided, however, that the amount of such Net Cash Proceeds shall not be required applied pursuant to be applied as a mandatory prepayment on such date to the extent that (x) no Default or Event of Default has occurred and is continuing or would result therefrom and clause (y) Credit Parties have delivered an Officers’ Certificate to shall be at least equal to, but may be greater than, the Agent on or prior to such date stating that such Net Cash Proceeds are expected to be reinvested in fixed or capital assets within six (6) months following the date lesser of such Asset Sale or Casualty Event (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, that (A) all such Net Cash Proceeds that are proposed to be reinvested shall be held in a cash collateral deposit account under the exclusive dominion and control of the Agent (and Agent shall, for the avoidance of doubt, have the sole and exclusive right to direct and/or give instructions to the depository institution regarding the disposition of funds in such account) (such account, the “aggregate outstanding Term Loan Priority Collateral Account”) and constitute “Term Loan Priority Collateral” under the Intercreditor Agreement, Loans and (B) if all or any the ratable portion of such Net Cash Proceeds so applied pursuant to clauses (x) and (y) that is not so reinvested within such six (6)-month periodallocable to the Term Loans based upon Indebtedness outstanding under the Senior Secured Indenture Documents, such unused portion shall be applied Indebtedness outstanding under the Senior Unsecured Indenture Documents, and the principal amount of the Term Loans outstanding on the last day date of such period (prepayment. To the extent that an offer to repurchase Indebtedness outstanding under the Senior Secured Indenture Documents or the Maturity DateSenior Unsecured Indenture Documents is rejected, if earlier) as a Mandatory Prepayment as provided in this Section 1.2(c); providedthe Borrower shall not then be required to use such Net Cash Proceeds to prepay the Loans. Notwithstanding the foregoing, furtherNet Cash Proceeds of Asset Sales or Events of Loss, that if with respect to which the property Borrower shall have given the Administrative Agent written notice of its intention to repair or replace the Property subject to any such Asset Sale or Event of Loss or invest such Casualty Event constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant in the purchase of assets (other than securities, unless those securities represent equity interests in an entity that becomes a Guarantor) to this subsection be used by one or more of the Borrower or the Guarantors in their businesses within one year following such Event of Loss, shall not be made subject to the Lien created pursuant to this Agreement in favor provisions of the Agent for first sentence of this Section 2.2(b) unless and to the benefit of the Lenders in accordance with Sections 3.20 and 3extent that such applicable period shall have expired without such repair, replacement or investment having been made.

Asset Sales and Casualty Events. Not later than five (5) Business Days following the receipt of any Net Cash Proceeds of any Asset Sale or any Casualty Event by any Credit Party or any of its Subsidiaries, Credit Parties The Company shall make Mandatory Prepayments mandatory principal prepayments of the Obligations to be applied thereto Loans in accordance with Section 1.8 the manner set forth in an aggregate amount sub-clause (iii) below in amounts equal to 100% of such Net Cash Proceeds; provided, that such the aggregate Net Cash Proceeds shall not from (A) any Asset Sale (other than any Excluded Asset Sale) occurring during the Covenant Relief Period; provided that, so long as no Event of Default exists or would result therefrom, the Company may retain up to $500,000,000 of Net Cash Proceeds from any such Asset Sale consummated after the Second Amendment Effective Date that would otherwise be required to be applied as a mandatory prepayment on such date to in the extent that manner set forth in sub-clause (xiii) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) Credit Parties have delivered an Officers’ Certificate to below if the Agent Company shall, on or prior to the date any such date stating prepayment pursuant to this sub-clause (ii)(A) would otherwise be required, deliver to the Administrative Agent a certificate of an Authorized Financial Officer of the Company to the effect that such the Company intends to cause the Net Cash Proceeds are expected from such Asset Sale to be reinvested within 365 days after its receipt thereof in fixed real estate assets owned or capital acquired by the Company or any of its Subsidiaries (including other assets within six (6) months following incidental to the date ownership of such Asset Sale or Casualty Event (which Officers’ Certificate shall set forth the estimates of the proceeds real estate and intangibles required to be so expended); providedrecorded under GAAP in connection with a purchase of real estate assets, that (A) all such Net Cash Proceeds that are proposed to be reinvested shall be held in a cash collateral deposit account under the exclusive dominion and control of the Agent (and Agent shallbut excluding, for the avoidance of doubt, any investment in any unconsolidated entities), that are not subject to a Lien securing Indebtedness and are not owned by Subsidiaries of the Company that have the sole and exclusive right to direct and/or give instructions Subsidiary Indebtedness; provided further that to the depository institution regarding the disposition of funds in such account) (such account, the “Term Loan Priority Collateral Account”) and constitute “Term Loan Priority Collateral” under the Intercreditor Agreement, and (B) if all or extent any portion of such Net Cash Proceeds is have not been so reinvested within by the end of such six 365-day period (6)-month periodor, to the extent such unused portion shall be applied on Net Cash Proceeds have not been so reinvested by the last end of such 365-day period but are contractually committed by the end of such period to be reinvested, by the date that is 90 days after the end of such 365-day period), the Company shall make mandatory principal prepayments of the Loans in the manner set forth in sub-clause (iii) below in an amount equal to such Net Cash Proceeds that have not been so reinvested to the extent the Covenant Relief Period is still in effect at such time and (bB) any Casualty Event occurring during the Covenant Relief Period (except to the extent the Company shall notify the Administrative Agent that the Company intends to reinvest such Net Cash Proceeds from such Casualty Event in the restoration or rebuilding of the Maturity Date, if earlier) as a Mandatory Prepayment as provided in this Section 1.2(capplicable affected asset); provided, further, that if . Such prepayment shall be made within five Business Days after the property subject to Net Cash Proceeds Receipt Date of such Asset Sale or such Casualty Event constituted CollateralEvent, then all property purchased with as applicable (for the avoidance of doubt, it being understood that if the Net Cash Proceeds thereof pursuant to this subsection Receipt Date occurs after the Covenant Relief Period Termination Date, then no such prepayment shall be made subject to the Lien created pursuant to this Agreement in favor of the Agent for the benefit of the Lenders in accordance with Sections 3.20 and 3required).

Asset Sales and Casualty Events. Not later than five Within one (51) Business Days following Day of the date of receipt by any Loan Party or any of any its Subsidiaries of the Net Cash Proceeds of any Asset Sale voluntary or involuntary sale or disposition of assets of any Casualty Event by any Credit Loan Party or any of its SubsidiariesSubsidiaries (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, Credit Parties shall make Mandatory Prepayments but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (k), (l), (m) or (n) of the Obligations to be applied thereto definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Term Loans in accordance with Section 1.8 2.7 in an aggregate amount equal to 100% of such Net Cash ProceedsProceeds received by such Person in connection with such sales or dispositions; provided, that Borrowers shall only be required to prepay the Term Loans with the Net Cash Proceeds received by the Loan Parties or any of their Subsidiaries from the C’est Moi Sale permitted under clause (p) of the definition Permitted Dispositions to the extent such Net Cash Proceeds exceed $1,000,000 in the aggregate (and such prepayment shall not only be required to be applied as a mandatory prepayment on such date to the extent of such excess amount); provided, further, that so long as (xA) no Default or Event of Default has shall have occurred and is continuing or would result therefrom therefrom, (B) Borrowers shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Loan Party or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected security interest, and (yD) Credit Parties such Loan Party or its Subsidiary, as applicable, completes such replacement, purchase, or construction within one hundred eighty (180) days after the initial receipt of such monies, then the Loan Party or such Loan Party’s Subsidiary whose assets were the subject of such disposition shall have delivered an Officers’ Certificate the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent on or prior and applied in accordance with Section 2.7; provided, that no Loan Party nor any of its Subsidiaries shall have the right to such date stating that use such Net Cash Proceeds are expected to be reinvested make such replacements, purchases, or construction in fixed or capital assets within six (6) months following the date excess of such Asset Sale or Casualty Event (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, that (A) all such Net Cash Proceeds that are proposed to be reinvested shall be held $2,000,000 in a cash collateral deposit account under the exclusive dominion and control of the Agent (and Agent shall, for the avoidance of doubt, have the sole and exclusive right to direct and/or give instructions to the depository institution regarding the disposition of funds in such account) (such account, the “Term Loan Priority Collateral Account”) and constitute “Term Loan Priority Collateral” under the Intercreditor Agreement, and (B) if all or any portion of such Net Cash Proceeds is not so reinvested within such six (6)-month period, such unused portion shall be applied on the last day of such period (or the Maturity Date, if earlier) as a Mandatory Prepayment as provided given fiscal year. Nothing contained in this Section 1.2(c); provided, further, that if the property subject 2.8(b) shall permit any Loan Party or any of its Subsidiaries to such Asset Sale sell or such Casualty Event constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien created pursuant to this Agreement in favor otherwise dispose of the Agent for the benefit of the Lenders any assets other than in accordance with Sections 3.20 and 3Section 6.4.

Asset Sales and Casualty Events. Not later than five (5) Business Days following the receipt by any Company of any Net Cash Proceeds of any Asset Sale or any Casualty Event by any Credit Party or any of its SubsidiariesEvent, Credit Parties the Borrower shall make Mandatory Prepayments of the Obligations to be applied thereto in accordance with Section 1.8 in an aggregate amount equal to apply 100% of such Net Cash Proceeds to make prepayments in accordance with Sections ‎2.10(f) and ‎(g); provided that: (i) no such prepayment shall be required under this clause ‎‎(c) to the extent the aggregate Net Cash Proceeds of all Casualty Events, Asset Sales or series of related Asset Sales do not result in more than $1,000,000 in any fiscal year (the “Asset Disposition Threshold” and the Net Cash Proceeds in excess of the Asset Disposition Threshold, the “Excess Net Cash Proceeds; provided, that ”); (ii) such Excess Net Cash Proceeds shall not be required to be so applied as a mandatory prepayment on such date to the extent that (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) Credit Parties the Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Excess Net Cash Proceeds are expected to be reinvested in fixed assets used or capital assets useful in the business (other than ordinary course current assets) of the Borrower and the other Loan Parties within six (6) months 365 days following the date of such Casualty Event or Asset Sale or Casualty Event (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, that (A) if the Property subject to such Casualty Event or Asset Sale constituted Collateral, then all such Property purchased or otherwise acquired with the Excess Net Cash Proceeds that are proposed thereof pursuant to be reinvested this subsection shall be held in a cash collateral deposit account under made subject to the exclusive dominion and control first priority perfected Lien of the Agent (and Agent shallapplicable Security Documents in favor of the Collateral Agent, for its benefit and for the avoidance benefit of doubt, have the sole and exclusive right to direct and/or give instructions other Secured Parties to the depository institution regarding the disposition of funds in such account) extent required by Sections ‎5.10 and ‎5.11; and (such account, the “Term Loan Priority Collateral Account”) and constitute “Term Loan Priority Collateral” under the Intercreditor Agreement, and (Biii) if all or any portion of such Excess Net Cash Proceeds permitted to be reinvested pursuant to clause ‎(ii) above is not contractually committed to be so reinvested within such six 365-day period (6)-month periodand actually reinvested within 180 days after such contractual commitment was entered into), such unused portion shall be applied on the last day of such period (or the Maturity Date, if earlier) as a Mandatory Prepayment mandatory prepayment as provided in this Section 1.2(c‎Section 2.10(c); provided, further, that if the property subject to such Asset Sale or such Casualty Event constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien created pursuant to this Agreement in favor of the Agent for the benefit of the Lenders in accordance with Sections 3.20 and 3.;

Asset Sales and Casualty Events. Not later than five (5) Business Days following the receipt by Borrower or any Restricted Subsidiary of any Net Cash Proceeds of any Asset Sale or any Casualty Event by any Credit Party or any of its Subsidiariesthat constitute Excess Net Cash Proceeds, Credit Parties Borrower shall apply such Excess Net Cash Proceeds to make Mandatory Prepayments of the Obligations to be applied thereto prepayments in accordance with Section 1.8 in an aggregate amount equal to 100% of Sections 2.10(g) and (h); provided that: (i) such Net Cash Proceeds; provided, that such Excess Net Cash Proceeds shall not be required to be so applied as a mandatory prepayment on such date to the extent that (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) Credit Parties have delivered an Officers’ Certificate to the Agent on or prior to such date stating that such Excess Net Cash Proceeds are expected by Borrower in good faith to be reinvested used to acquire, maintain, develop, construct, improve, upgrade or repair assets used or useful in fixed or capital assets the business of any Company (including pursuant to a Permitted Acquisition) within six (6) 12 months following the date of receipt of such Asset Sale Excess Net Cash Proceeds (or Casualty Event (which Officers’ Certificate shall set forth the estimates of the proceeds if committed to be so expended); provided, that (A) all used within such Net Cash Proceeds that are proposed to be reinvested shall be held in a cash collateral deposit account under the exclusive dominion and control of the Agent (and Agent shall, for the avoidance of doubt12-month period, have the sole and exclusive right to direct and/or give instructions to the depository institution regarding the disposition of funds in such account) not been so used within 18 months after receipt thereof); (such account, the “Term Loan Priority Collateral Account”) and constitute “Term Loan Priority Collateral” under the Intercreditor Agreement, and (Bii) if all or any portion of such Excess Net Cash Proceeds is not so reinvested used by Borrower to acquire, maintain, develop, construct, improve, upgrade or repair assets used or useful in the business of any Company within such six 12-month period (6)-month or if contractually committed to be so used within such 12-month period, have not been so used within 18 months after receipt thereof), such unused portion shall be applied on the last day of such period (12-month, or the Maturity Date18-month period, if earlier) as applicable, as a Mandatory Prepayment mandatory prepayment as provided in this Section 1.2(c2.10(c); provided, further, and (iii) Borrower may use a portion of such Excess Net Cash Proceeds to prepay or repurchase any other Indebtedness that if is secured by the property subject Collateral on a pari passu basis with the Term Loans to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Asset Sale or Casualty Event, in each case in an amount not to exceed the product of (x) the amount of such Casualty Event constituted Collateral, then all property purchased with the Excess Net Cash Proceeds thereof pursuant to this subsection shall be made subject to and (y) a fraction, the Lien created pursuant to this Agreement in favor numerator of which is the Agent for outstanding principal amount of such other Indebtedness and the benefit denominator of which is the Lenders in accordance with Sections 3.20 aggregate outstanding principal amount of Term Loans and 3such other Indebtedness.