Common use of Casualty and Condemnation Clause in Contracts

Casualty and Condemnation. (a) Holdings or the Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over the Administrative Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b).

Casualty and Condemnation. (a) Holdings or the The Borrower will furnish to the Administrative Agent and the Collateral Trustee and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any the Collateral having a value in excess of $100,000 or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent Collateral Trustee is authorized to collect such Net Cash Proceeds and, if received by Holdingsthe Parent, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over the Administrative Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuingCollateral Trustee. All such Net Cash Proceeds retained by or paid over to the Administrative Agent Collateral Trustee shall be held by the Administrative Agent Collateral Trustee and released from time to time to pay the costs of repairing, restoring or replacing the affected property property, or reinvesting such Net Proceeds in the Network, in each case in accordance with the terms of this Agreement and the applicable provisions of the Security DocumentDocuments, subject to the provisions of the applicable Security Document Documents regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent Collateral Trustee as provided above continue to be held by the Administrative Agent Collateral Trustee on the date that any prepayment is 360 days (or, due pursuant to Section 2.09(b) in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) after the occurrence respect of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b2.09(b).

Casualty and Condemnation. (ai) Holdings or Not later than the Borrower will furnish to fifth Business Day following the Administrative Agent and date of receipt by the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by HoldingsGP, the Borrower or any Subsidiary, such or by the Collateral Agent as loss payee, of any Net Cash Proceeds shall be paid over the Administrative Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,000any Casualty or Condemnation, the Borrower shall prepay the Borrowings in an aggregate amount equal to such Net Cash Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that such Casualty or Condemnation does not constitute a Terminal Loss and the Borrower intends to cause such Net Proceeds shall (or a portion thereof specified in such certificate) to be paid over applied within 545 days after the receipt of such Net Proceeds to Holdings the repair or restoration by the Borrower or the affected Subsidiary of the property subject to such Casualty (or to the replacement by the Borrower unless a or the affected Subsidiary of the property subject to such Condemnation or Casualty in accordance with this Agreement), and certifying that (A) as of the date thereof, no Default or Event of Default has occurred and is continuing, (B) any such repair, restoration or replacement is reasonably expected to result, within such period (such period being extended in the case of Net Proceeds received in more than one payment to the day that is 545 days after the last of such payments), in the general value and utility of the property subject to such Casualty to be substantially equal to that existing immediately prior to such Casualty (or in the general value of the replacement property to be substantially equal to the value of the property subject to such Condemnation or Casualty) and will be made in compliance in all material respects with all applicable laws, (C) in the event such Net Proceeds (together with any other Net Proceeds previously received, or that are reasonably expected to be received, by the GP, the Borrower or any Subsidiary, or by the Collateral Agent as loss payee, in respect of such Casualty or Condemnation) could reasonably be expected to be insufficient to achieve the result referred to in clause (B) above, the GP, the Borrower and the Subsidiaries possess or reasonably expect to possess such other readily available funds or lending commitments (as to which conditions to borrowing are reasonably expected to be satisfied) as would enable them to achieve such result and (D) such Net Proceeds will only be applied to the repair or restoration of the property that constitutes Term Priority Collateral (or to the acquisition of the replacement property that will constitute Term Priority Collateral upon the acquisition thereof), in which case during such period the Borrower shall not be required to make such prepayment to the extent of the amount set forth in such certificate; provided further that: (1) any such Net Proceeds that are not so applied by the end of such period shall be applied to prepay the Borrowings promptly upon the expiration of such period; (2) all such Net Proceeds shall be deposited in a Proceeds Collateral Account pending such application (with the Collateral Agent hereby agreeing to release such Net Proceeds held in the Proceeds Collateral Account (x) to the Borrower for the prepayment of the Borrowings in accordance with this Section 2.11(b) promptly upon request of the Borrower therefor or (y) as provided in Section 2.11(b)(iii) below); and (3) if, as a result of the receipt of such Net Proceeds, the GP, the Borrower or any Subsidiary would be required by the terms of any Indebtedness (including Indebtedness under the Existing IDB Credit Agreement) to repay, prepay, redeem, repurchase or defease, or make an offer to repay, prepay, redeem, repurchase or defease, any such Indebtedness, then, prior to the time at which the GP, the Borrower or such Subsidiary would be required to make such repayment, prepayment, redemption, repurchase or defeasance or to make such offer, the Borrower shall (x) prepay the Borrowings in accordance with this Section 2.11(b) or (y) consummate, or cause the consummation of, any then pending repair, restoration or replacement in accordance with this Section 2.11(b), in each case in the amount and in the manner that would eliminate such requirement to make such repayment, prepayment, redemption, repurchase or defeasance or to make such offer. (ii) In the event the Borrower shall have delivered the certificate referred to in Section 2.11(b)(i) with respect to any Casualty or Condemnation, then upon and after the commencement of the repair, restoration or replacement of any property subject thereto, the Borrower will, and will cause the applicable Subsidiary or Subsidiaries to, diligently and continuously pursue the repair or restoration of the property subject to such Casualty (or the location, acquisition or construction of a replacement to the property subject to such Condemnation or Casualty), in each case in compliance in all proceeds material respects with all applicable laws (and in the event such repair, restoration or replacement requires any Governmental Authorization for the commencement, continuation or completion thereof, the Borrower will, and will cause each applicable Subsidiary to, use its commercially reasonably efforts to obtain such Governmental Authorization as promptly as reasonably possible). (iii) The Net Proceeds held by the Collateral Agent in the Proceeds Collateral Account pursuant to this Section 2.11(b) shall, upon request of business income insurance shall the Borrower, from time to time be paid over withdrawn from the Proceeds Collateral Account and remitted to the Borrower unless for payment of costs arising from the repair or restoration of the property subject to a Casualty (or costs arising from the location, acquisition or construction of the replacement of the property subject to a Condemnation or Casualty) as such costs become due and payable (or to reimburse the Borrower and the applicable Subsidiaries for any such costs previously paid by them from their own funds); provided that in connection with any Material Casualty/Condemnation the Collateral Agent may, in consultation with the Borrower, establish procedures determined by it to be reasonable for the evaluation and monitoring of such repair, restoration or replacement or to ensure that such amounts are applied only to pay (or to reimburse for the previous payment of) the proper costs of such repair, restoration or replacement and that such application complies with the provisions of this Section 2.11(b), and may condition any such withdrawal and remittance on compliance with such procedures. It is understood and agreed that the Collateral Agent shall not be required to establish any such procedures, but may do so in the exercise of its reasonable credit judgment, including after taking into account the amount of the Net Proceeds involved, the nature and extent of the property subject to such Material Casualty/Condemnation and the expected complexity of the completion of, and the length of the period to complete, such repair, restoration or replacement. Without limiting the foregoing, as part of such procedures in connection with any Material Casualty/Condemnation the Collateral Agent may request: (A) a description in reasonable detail of the nature of the repair, restoration or replacement work contemplated, a confirmation that all such repair and restoration work is or will be in charge of a licensed architect and/or independent engineer, a copy of the plans and specifications, general contract and budget therefor and a verification for compliance with the requirements of this Section 2.11(b) of any of such plans and specifications by an independent engineer retained by the Collateral Agent; (B) such additional title insurance, title insurance endorsements, mechanic’s lien waiver certificates or other instruments and documents as the Collateral Agent shall consider reasonably necessary in connection with such repair, restoration or replacement or to preserve or protect the Mortgages and the other Collateral Documents, the Liens thereunder and its rights under the Credit Documents; (C) one or more certificates of an Authorized Officer of the Borrower certifying that no Default or Event of Default has occurred and is continuing. All such Net Cash Proceeds retained by ; and (D) one or paid over more certificates of an Authorized Officer of the Borrower, or one or more certificates of an architect or engineer in charge of the repair or restoration work, relating to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days work (including with respect to the compliance thereof with any plans or specifications previously provided to the Collateral Agent or with the requirements of this Section 2.11(b) generally or the relation of the work then completed to the amounts requested to be remitted by the Collateral Agent to the Borrower). (iv) Nothing in this Section 2.11(b) shall prevent the Collateral Agent from applying at any time all or any part of the Net Proceeds held in the Proceeds Collateral Account to (A) the curing of any Event of Default or (B) the payment of any of the Term Loans or other Obligations as required pursuant to Section 2.9(e) or after the occurrence and during the continuance of such event) after the occurrence an Event of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b)Default.

Casualty and Condemnation. (a) Holdings or the The Borrower will -------------------------- furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Agent; provided that (i) if -------- the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,0002,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b).

Casualty and Condemnation. (a) Holdings or the The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (aSection 6.13(a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over the Administrative Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,000, such Net Cash Proceeds shall be paid over to Holdings the Administrative Agent, provided that (i) to the extent that the Borrower or such Subsidiary intends to use any such Net Proceeds to repair, restore, reinvest or replace assets of the Borrower or such Subsidiary as provided in the proviso to Section 2.08(b), the Administrative Agent shall, subject to the provision of such proviso, deliver such Net Proceeds to the Borrower or the Borrower unless a Default has occurred and is continuingapplicable Subsidiary, (ii) otherwise, the Administrative Agent shall, and the Borrower and the Subsidiaries hereby authorize the Administrative Agent to, apply such Net Proceeds, to the extent that they are Net Proceeds, to prepay the Loans in accordance with Section 2.08 and (iiiii) all proceeds of business income interruption insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above in Section 6.13(b) continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 365 days after the occurrence receipt of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b)2.08.

Casualty and Condemnation. (a) Holdings or the The Borrower will furnish to the Administrative Agent and the Lenders Credit Parties prompt written notice of any casualty or other insured damage in excess of $500,000 to any material portion of any Collateral property owned or held by or on behalf of itself or any Subsidiary or the commencement of any action or proceeding for the taking of any Collateral such property or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section Commitment Reduction Event results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall not be commingled with any of its other funds or property but shall be held separate and apart there from, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be forthwith paid over to the Administrative Agent; , provided that (i) if to the aggregate extent that the Borrower or any of the Subsidiaries intends to use any such Net Cash Proceeds to repair, restore, reinvest or replace assets of the Borrower or any of the Subsidiaries as provided in respect the proviso of the definition of the term “Net Proceeds”, the Administrative Agent shall, subject to the terms and conditions of such event (other than proceeds of business income insurance) are less than $5,000,000proviso, deliver such Net Cash Proceeds shall be paid over to Holdings or the Borrower, (ii) otherwise, the Administrative Agent shall, and the Borrower unless a Default has occurred and is continuinghereby authorizes the Administrative Agent to, apply such Net Proceeds to prepay the Loans in accordance with Section 2.7 and (iiiii) all proceeds of business income interruption insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained All proceeds received by or paid to the Administrative Agent that do not constitute Net Proceeds shall be paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent Borrower, on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) after the occurrence behalf of the event resulting in such Net Cash Proceedsrelevant Loan Parties, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b)unless an Event of Default has occurred and is continuing.

Casualty and Condemnation. (a) Holdings or the The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral with a value in excess of $10,000,000 or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,00010,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, Document (subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default). (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b2.09(b).

Casualty and Condemnation. (a) Holdings or the The Borrower will promptly (and in any event within 10 days) furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any material Collateral or the commencement of any action or other proceeding for the taking of any Collateral or any part thereof material portion of or interest therein in any Collateral under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in the preceding paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, a condemnation award or otherwise), the Administrative Collateral Agent is authorized to collect such Net Cash Proceeds and, if received by Holdingsany Credit Party, the Borrower will, or will cause any Subsidiaryapplicable Credit Party, to pay over such Net Cash Proceeds shall be paid over to the Administrative Collateral Agent; provided PROVIDED that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds in respect of business income interruption insurance) are less than $5,000,0001,000,000, such Net Cash Proceeds shall be paid over to Holdings or retained by the Borrower applicable Credit Party unless a Default has occurred and is continuing, and (ii) all proceeds of business income interruption insurance shall be paid over to or retained by the Borrower applicable Credit Party unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Collateral Agent shall be held by the Administrative Collateral Agent as part of the Collateral and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions terms of the applicable Security Document regarding application of such Net Cash Proceeds during a Default or Event of Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Collateral Agent as provided above continue to be held by the Administrative Collateral Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) 9 months after the occurrence of the event resulting in giving rise to such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided Loans in Section 2.11(b)accordance with the provisions of this Agreement applicable to the prepayment of Loans in connection with Asset Sales.

Casualty and Condemnation. (a) Holdings or the The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any material Collateral or the commencement of any action or proceeding for the taking of any material Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,0002,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) years after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b2.10(c).

Casualty and Condemnation. (a) Holdings or the The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding, where the aggregate fair market value of the Collateral so affected in connection with casualty events or condemnations is, in the aggregate, at least $2,500,000. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Collateral Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Collateral Agent; provided PROVIDED that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income interruption insurance) are less than $5,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income interruption insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Collateral Agent shall be held by the Administrative Collateral Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Collateral Agent as provided above continue to be held by the Administrative Collateral Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 365 days after the occurrence receipt of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b), subject to Section 2.11(e).

Casualty and Condemnation. (a) Holdings or the The Borrower will -------------------------- furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Agent; provided that (i) if the -------- aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,0003,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, Document (subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default). (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b2.09(b).

Casualty and Condemnation. (a) Holdings or the The Borrower will furnish to the Administrative Agent, the Collateral Agent and the Lenders prompt written notice of any casualty or other insured damage to any portion of the Network, any Mortgaged Property or other material portion of any Collateral or the commencement of any action or proceeding for the taking of the Network, any Mortgaged Property or other Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Collateral Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over the Administrative Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuingCollateral Agent within two Business Days following the receipt of such Net Proceeds; provided that if the aggregate Net Proceeds in respect of -------- such event are less than $1,000,000, and (ii) all proceeds of business income insurance such Net Proceeds shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Collateral Agent shall be held by the Administrative Collateral Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security DocumentDocuments, subject to the provisions of the applicable Security Document Documents regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Collateral Agent as provided above continue to be held by the Administrative Collateral Agent on the date that is 360 180 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b2.09(b).

Casualty and Condemnation. (a) Holdings or the The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any the tangible Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,0001,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Loan Document, subject to the provisions of the applicable Security Loan Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b2.10(b).

Casualty and Condemnation. (a) Holdings or and the ------------------------- Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Agent; provided that (i) if -------- the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,0003,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b2.09(b).

Casualty and Condemnation. (a) Holdings or and the -------------------------- Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Agent; provided that (i) if -------- the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,0003,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b2.09(b).

Casualty and Condemnation. (a) Holdings or the Borrower will furnish to the Administrative Agent Agents and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding, where the fair market value of the Collateral so affected in connection with any such casualty event or condemnation is at least $1,000,000. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether Proceeds(whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Collateral Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower Holdings or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Collateral Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income interruption insurance) are less than $5,000,0002,500,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower or other Subsidiary entitled thereto unless a Default has occurred and is continuing, continuing and (ii) all proceeds of business income interruption insurance shall be paid over to the Borrower or other applicable Subsidiary entitled thereto unless a Default or Liquidity Event has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Collateral Agent shall be held by the Administrative Collateral Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property or funding expenditures for assets in any business permitted under Section 6.08(b), in each case in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b).

Casualty and Condemnation. (a) Holdings or the Borrower -------------------------- will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over the Administrative Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 -------- days after the occurrence of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b).

Casualty and Condemnation. (a) Holdings or the The Borrower will promptly (and in any event within 10 days) furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any material Collateral or the commencement of any action or other proceeding for the taking of any Collateral or any part thereof material portion of or interest therein in any Collateral under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in the preceding paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, a condemnation award or otherwise), the Administrative Collateral Agent is authorized to collect such Net Cash Proceeds and, if received by Holdingsany Credit Party, the Borrower will, or will cause any Subsidiaryapplicable Credit Party, to pay over such Net Cash Proceeds shall be paid over to the Administrative Collateral Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds in respect of business income interruption insurance) are less than $5,000,000500,000, such Net Cash Proceeds shall be paid over to Holdings or retained by the Borrower applicable Credit Party unless a Default has occurred and is continuing, and (ii) all proceeds of business income interruption insurance shall be paid over to or retained by the Borrower applicable Credit Party unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Collateral Agent shall be held by the Administrative Collateral Agent as part of the Collateral and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions terms of the applicable Security Document regarding application of such Net Cash Proceeds during a Default or Event of Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Collateral Agent as provided above continue to be held by the Administrative Collateral Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) 9 months after the occurrence of the event resulting in giving rise to such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided Loans in Section 2.11(b)accordance with the provisions of this Agreement applicable to the prepayment of Loans in connection with Asset Sales.

Casualty and Condemnation. (a) Holdings or the The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any material Collateral or the commencement of any action or proceeding for the taking of any material Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,0002,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) years after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Consolidated Term Borrowings as provided in Section 2.11(b2.10(c).

Casualty and Condemnation. (a) Holdings or the The Borrower will promptly (and in any event within 10 days) furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any material Collateral or the commencement of any action or other proceeding for the taking of any Collateral or any part thereof material portion of or interest therein in any Collateral under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in the preceding paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, a condemnation award or otherwise), the Administrative Collateral Agent is authorized to collect such Net Cash Proceeds and, if received by Holdingsany Credit Party, the Borrower will, or will cause any Subsidiaryapplicable Credit Party, to pay over such Net Cash Proceeds shall be paid over to the Administrative Collateral Agent; provided PROVIDED that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds in respect of business income interruption insurance) are less than $5,000,000500,000, such Net Cash Proceeds shall be paid over to Holdings or retained by the Borrower applicable Credit Party unless a Default has occurred and is continuing, and (ii) all proceeds of business income interruption insurance shall be paid over to or retained by the Borrower applicable Credit Party unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Collateral Agent shall be held by the Administrative Collateral Agent as part of the Collateral and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions terms of the applicable Security Document regarding application of such Net Cash Proceeds during a Default or Event of Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Collateral Agent as provided above continue to be held by the Administrative Collateral Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) 9 months after the occurrence of the event resulting in giving rise to such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided Loans and Revolving Loans in Section 2.11(b)accordance with the provisions of this Agreement applicable to the prepayment of Loans in connection with Asset Sales.

Casualty and Condemnation. (a) Holdings or the Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral in excess of $2,000,000 or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any other Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Agent; provided PROVIDED that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,00010,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, continuing and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 365 days after the occurrence receipt of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Delayed Draw Term Borrowings as provided in Section 2.11(b).

Casualty and Condemnation. (a) Holdings or the The Borrower will furnish to the Administrative Agent Agent, the French Lender and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Agent or the French Lender, as directed by the Administrative Agent; provided PROVIDED that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,0001,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent or the French Lender shall be held by the Administrative Agent or the French Lender, as the case may be, and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Loan Document, subject to the provisions of the applicable Security Loan Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b2.10(b).

Casualty and Condemnation. (a) Holdings or the The Borrower will -------------------------- furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral having a fair market value (as determined in good faith by the board of directors of the Borrower) in excess of $2,000,000 or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein having a fair market value (as determined in good faith by the board of directors of the Borrower) in excess of $2,000,000 under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by HoldingsCatalytica, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Agent; provided that (i) if to the extent the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than or equal to $5,000,00015,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a an Event of Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a an Event of Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 365 days after the occurrence receipt of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b2.10(b), except as otherwise provided in the definition of the term Net Proceeds.

Casualty and Condemnation. (a) Holdings or the The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding, where the 104 aggregate fair market value of the Collateral so affected in connection with casualty events or condemnations is, in the aggregate, at least $2,500,000. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Collateral Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Collateral Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income interruption insurance) are less than $5,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income interruption insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Collateral Agent shall be held by the Administrative Collateral Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Collateral Agent as provided above continue to be held by the Administrative Collateral Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 365 days after the occurrence receipt of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b), subject to Section 2.11(e).

Casualty and Condemnation. (a) Holdings or the The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any material Collateral or the commencement of any action or proceeding for the taking of any material Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,0003,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) years after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Consolidated Term Borrowings as provided in Section 2.11(b2.10(c).

Casualty and Condemnation. (a) Holdings or the The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding, where the aggregate fair market value of the Collateral so affected in connection with casualty events or condemnations is, in the aggregate, at least $2,500,000. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Collateral Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Collateral Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income interruption insurance) are less than $5,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income interruption insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Collateral Agent shall be held by the Administrative Collateral Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Collateral Agent as provided above continue to be held by the Administrative Collateral Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 365 days after the occurrence receipt of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b), subject to Section 2.11(e).

Casualty and Condemnation. (a) Holdings or the The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral with a fair market value in excess of $250,000 or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Agent; , provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,000250,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property or funding expenditures for assets in the same business or any Related Business, in each case in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days 18 months after the occurrence receipt of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b).

Casualty and Condemnation. (a) Holdings or the The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income interruption insurance) are less than $5,000,000100,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. If requested by the Borrower, the Administrative Agent shall apply any such Net Proceeds being held by the Administrative Agent to prepay Term Borrowings. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 180 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b).

Casualty and Condemnation. (a) Holdings or and the -------------------------- Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such -------- event (other than proceeds of business income insurance) are less than $5,000,0003,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b2.09(b).

Casualty and Condemnation. (a) Holdings or the The Borrower will -------------------------- furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage damage, insured or otherwise, to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceedingproceeding to the extent such casualty, other insured damage or taking of Collateral exceeds $1,000,000. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Agent; provided that (i) if the -------- aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,000, such Net Cash Proceeds may be paid to the Borrower and, if paid to the Administrative Agent, shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income interruption insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held (except as provided in the proviso in the preceding sentence) by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 180 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to reduce Revolving Commitments and prepay Term Borrowings as provided in Section 2.11(b2.09(c).

Casualty and Condemnation. (a) Holdings or the -------------------------- Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over the Administrative Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 -------- days after the occurrence of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b2.11(c).

Casualty and Condemnation. (a) Holdings or the The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral in excess of $500,000 or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Agent; provided , PROVIDED that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Adminis trative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 365 days after the occurrence receipt of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b).

Casualty and Condemnation. (a) Holdings or the ------------------------- Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over the Administrative Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 -------- days after the occurrence of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b2.11(c).

Casualty and Condemnation. (a) Holdings or the The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral with a fair market value in excess of $250,000 or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Agent; , provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,000250,000, such 82 Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property or funding expenditures for assets in the same business or any Related Business, in each case in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days 18 months after the occurrence receipt of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b).

Casualty and Condemnation. (a) Holdings or the The Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any material Collateral or the commencement of any action or proceeding for the taking of any material Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over to the Administrative Agent; provided PROVIDED that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,0002,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) 87 82 years after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b2.10(b).