Common use of Certain Proceeds of an Event of Loss Clause in Contracts

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdings, any Credit Party has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,000, not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d) below. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (A) no Default or Event of Default has occurred and is continuing, (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower notifies the Administrative Agent of the amount and nature thereof in reasonable detail and of its intention to reinvest all or a portion of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 365 day period and (D) the aggregate Net Cash Proceeds in such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000, then no such prepayment of the Loans shall be required. If at the end of any such 365 day period any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required above.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe Borrower, any Credit Party has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,0005,000,000, not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d‎Section 2.13(d) below. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (A) no Default or Event of Default has occurred and is continuing, and (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower notifies the Administrative Agent and the Lenders in writing that it intends to replace, rebuild or restore the affected property or invest in other long-term assets of Holdings and its Subsidiaries, that such reinvestment can be accomplished within 180 days out of such Cash Proceeds and other funds available to the amount and nature thereof in reasonable detail and of its intention Borrower (which 180-day period shall be extended for an additional 180 days to the extent Borrower has entered into a legally binding agreement to reinvest all or a portion of such Net Cash Proceeds in within such Consolidated Capital Expenditures during such 365 180-day period and (D) the aggregate Net Cash Proceeds in such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000period), then no such prepayment of the Loans shall be required. If at the end of any such 365 180 day (or 360-day) period any portion of such Net Cash Proceeds from Events of Loss has not been so reinvestedused to replace, rebuild or restore the affected property or invest in other long-term assets of Holdings and its Subsidiaries, the Borrower will immediately make a prepayment of the Loans, to the extent required above.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe Borrower, any Credit Party has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,000500,000, not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d5.1(d) below. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (A) the Cash Proceeds received in any fiscal year as a result of such Event of Loss are less than $500,000, (B) no Default or Event of Default has occurred and is continuing, (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower notifies the Administrative Agent of and the amount and nature thereof Lenders in reasonable detail and of its intention writing that it intends to reinvest all rebuild or a portion restore the affected property, that such rebuilding or restoration can be accomplished within 270 days out of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 365 day period and (D) other funds available to the aggregate Net Cash Proceeds in such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000Borrower, then no such prepayment of the Loans shall be requiredrequired if the Borrower immediately deposits such Cash Proceeds in a cash collateral deposit account over which the Administrative Agent shall have sole dominion and control, and which shall constitute part of the Collateral under the Security Documents and may be applied as provided in Section 10.3 if an Event of Default occurs and is continuing. If So long as no Default or Event of Default has occurred and is continuing, the Administrative Agent is authorized to disburse amounts from such cash collateral deposit account to or at the end direction of any such 365 day period any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a for application to the costs of rebuilding or restoration of the affected property. Any amounts not so applied to the costs of rebuilding or restoration or as provided in Section 10.3 shall be applied to the prepayment of the Loans, to the extent required Loans as provided above.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe U.S. Borrower, the U.S. Borrower or any Credit Party Restricted Subsidiary has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from in connection with business interruption or delays in construction) of at least $2,500,00025,000,000, not later than the third fifth (5th) Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, amount (the Borrower will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any “Excess Event of Loss Proceeds”), (x) the EMEA Borrower shall prepay the principal amount of the EMEA Term Loans and (y) the U.S. Borrower shall prepay the principal amount of each of the U.S. Loans, in each case, in an aggregate amount at least equal to its Applicable Prepayment Portion of such Excess Event of Loss Proceeds in accordance with Section 2.12(d2.13(d) below. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (A) no Default or Event of Default has occurred and is continuing, (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Applicable Borrower notifies the Administrative Agent and the Lenders in writing that it intends to repair, rebuild or restore the affected property, that such repair, rebuilding or restoration can be accomplished within 365 days of the amount and nature thereof in reasonable detail and of its intention to reinvest all or a portion receipt of such Net Cash Proceeds in and other funds available to such Consolidated Capital Expenditures during Borrower, or if (X) any of the U.S. Prepayment Group or (Y) any of the Non-U.S. Prepayment Group, as applicable, have entered into a legally binding commitment to repair, rebuild or restore the affected property within 365 days of receipt of such 365 day period and (D) Cash Proceeds, that such repair, rebuilding or restoration can be accomplished within 180 days of the aggregate Net Cash Proceeds in date of such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000legally binding commitment, then no such prepayment of the Loans shall be required. If at by the end of any such 365 day period deadline specified in the proviso in the preceding sentence, any portion of such Net Cash Excess Event of Loss Proceeds has not been so reinvestedused to repair, rebuild or restore the affected property, (x) the EMEA Borrower will immediately make a shall prepay the principal amount of the EMEA Term Loans and (y) the U.S. Borrower shall prepay the principal amount of U.S. Loans, in each case, in an aggregate amount at least equal to its Applicable Prepayment Portion of such Excess Event of Loss Proceeds. Any such prepayment shall be applied to the prepayment of the Loans, to the extent required aboveLoans as provided in Section 2.13(d) below.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe Borrower, Borrower or any Credit Party of its Subsidiaries has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,0002,000,000, not later than the third fifth Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d2.13(d) below. Notwithstanding ; provided, that (A) if no Default or Event of Default shall have occurred and be continuing, and (B) the foregoingBorrower notifies the Administrative Agent and the Lenders in writing that they intend to rebuild or restore the affected property, that such rebuilding or restoration can be accomplished within 180 days out of such Cash Proceeds and other funds available to the Borrower and its Subsidiaries, then no such prepayment shall be required if the Borrower immediately deposits such Net Cash Proceeds in a cash collateral deposit account over which the event any property suffers Administrative Agent shall have sole dominion and control, and which shall constitute part of the Collateral under the Security Documents and may be applied as provided in Section 8.03 if an Event of Loss of at least $2,500,000 Default occurs and (A) is continuing. So long as no Default or Event of Default has occurred and is continuing, (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower notifies the Administrative Agent shall disburse amounts from such cash collateral deposit account to or at the direction of the amount and nature thereof Borrower for application towards the costs associated with such reinvestment. Any amounts not so applied to such reinvestment or as provided in reasonable detail and of its intention Section 8.03 shall be applied to reinvest all or a portion of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 365 day period and (D) the aggregate Net Cash Proceeds in such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000, then no such prepayment of the Loans shall be requiredas provided in Section 2.13(d) below. If at the end of any such 365 180 day period any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required above.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe Borrowers, any Credit Loan Party has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any of more than 5% of Consolidated Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,000Worth, not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower Borrowers will make a prepayment of the Term Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d2.13(d) below. Notwithstanding the foregoing; provided, in the event any property suffers an Event of Loss of at least $2,500,000 and however, that if (A) no Default or Event of Default has occurred and is continuing, and (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower Representative notifies the Administrative Agent of and the amount Lenders in writing that it intends to rebuild or restore the affected property and nature thereof in reasonable detail and of its intention to reinvest all that such rebuilding or a portion restoration can be accomplished within 270 days out of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 365 day period and (D) other funds available to the aggregate Net Cash Proceeds in such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000Borrowers, then no such prepayment of the Loans shall be requiredrequired if the Borrowers actually use such Cash Proceeds for application to the costs of rebuilding or restoration of the affected property within such 270 day period. If at Any amounts not so applied to the end costs of any rebuilding or restoration within such 365 270 day period any portion of such Net Cash Proceeds has not been so reinvested, shall be applied to the Borrower will immediately make a prepayment of the Loans, to the extent required Term Loans as provided above.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe Parent Guarantor, the Parent Guarantor or any Credit Party Restricted Subsidiary has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from in connection with business interruption or delays in construction) of at least $2,500,0005,000,000, not later than the third fifth (5th) Business Day following the date of receipt of any Net Cash Proceeds in excess of such amountamount (the “Excess Event of Loss Proceeds”), the Borrower will make a prepayment shall prepay the principal amount of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d) belowTerm Loans. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (A) no Default or Event of Default has occurred and is continuing, (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower notifies the Administrative Agent and the Lenders in writing that it intends to repair, rebuild or restore the affected property, that such repair, rebuilding or restoration can be accomplished within 365 days of the amount and nature thereof in reasonable detail and of its intention to reinvest all or a portion receipt of such Net Cash Proceeds in and other funds available to the Parent Guarantor, the Parent Guarantor or its Restricted Subsidiaries as applicable, have entered into a legally binding commitment to repair, rebuild or restore the affected property within 365 days of receipt of such Consolidated Capital Expenditures during Cash Proceeds, that such 365 day period and (D) repair, rebuilding or restoration can be accomplished within 180 days of the aggregate Net Cash Proceeds in date of such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000legally binding commitment, then no such prepayment of the Loans shall be required. If at by the end of any such 365 day period deadline specified in the proviso in the preceding sentence, any portion of such Net Cash Excess Event of Loss Proceeds has not been so reinvestedused to repair, rebuild or restore the affected property, the Borrower will immediately make a shall prepay the principal amount of the Term Loans in an aggregate amount equal to such Excess Event of Loss Proceeds. Any such prepayment shall be applied to the prepayment of the Loans, to the extent required aboveLoans as provided in Section 2.13(d) below.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe Borrowers, any of the Credit Party Parties or their respective Subsidiaries has received cumulative Net Cash Proceeds during such fiscal year from experienced one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,000Loss, not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount$1,000,000 in respect thereof (excluding proceeds of business interruption insurance), the Borrower Borrowers will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount $1,000,000 then received from any Event of Loss in accordance with Section 2.12(d2.10(b)(vii) below. Notwithstanding the foregoing, in the event any property suffers of the Credit Parties or their respective Subsidiaries experiences an Event of Loss of at least $2,500,000 and (A) the Net Cash Proceeds received in any fiscal year as a result of such Event of Loss are less than $2,000,000, (B) no Default or Event of Default has occurred and is continuing, (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower notifies Borrowers notify the Administrative Agent of Lender in writing that it intends to repair, rebuild or restore the amount and nature thereof in reasonable detail and of its intention to reinvest all affected property, that such repair, rebuilding or a portion restoration can be accomplished within 180 days out of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 365 day period and (D) other funds available to the aggregate Net Cash Proceeds in such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000applicable Credit Party or Subsidiary, then no such prepayment of the Loans shall be requiredrequired and may be applied as provided in Section 8.03 if an Event of Default occurs and is continuing. If at the end of any such 365 180-day period any portion of such Net Cash Proceeds from Events of Loss has not been so reinvestedused to rebuild or restore the affected property, the Borrower Borrowers will immediately make a prepayment of the Loans, to the extent required above.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe Borrower, any Credit Party has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from in connection with business interruption or delays in construction) of at least $2,500,00010,000,000, not later than the third fifth (5th) Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d2.13(d) below. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (A) no Default or Event of Default has occurred and is continuing, continuing and (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower notifies the Administrative Agent of and the amount and nature thereof Lenders in reasonable detail and of its intention writing that it intends to reinvest all repair, rebuild or a portion restore the affected property, that such repair, rebuilding or restoration can be accomplished within 365 days out of such Net Cash Proceeds in and other funds available to the Borrower or, if the Borrower has entered into a legally binding commitment to repair, rebuild or restore the affected property within 365 days of receipt of such Consolidated Capital Expenditures during Cash Proceeds, that such 365 day period and (D) repair, rebuilding or restoration can be accomplished within 180 days of the aggregate Net Cash Proceeds in date of such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000legally binding commitment, then no such prepayment of the Loans shall be required. If at by the end of any such 365 day period deadline specified in clause (B) above, any portion of such Net Cash Proceeds from Events of Loss has not been so reinvestedused to repair, rebuild or restore the affected property, the Borrower will immediately make a prepayment of the Loans, to the extent required above. Any amounts not so applied to the costs of rebuilding or restoration shall be applied to the prepayment of the Loans as provided in Section 2.13(d) below.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe Borrower, any Credit Party has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,0002,000,000, not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d‎Section 2.12(c) below. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (A) no Default or Event of Default has occurred and is continuing, continuing and (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower notifies the Administrative Agent of and the amount and nature thereof Lenders in reasonable detail and of its intention writing that it intends to reinvest all rebuild or a portion restore the affected property, that such rebuilding or restoration can be accomplished within three hundred sixty-five (365) days after the date of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 365 Event of Loss, or enters into a binding commitment thereof within said three hundred sixty-five (365) day period and subsequently makes such reinvestment within one hundred eighty (D180) the aggregate Net days following such three hundred sixty-five (365) day period and such reinvestment will be made out of such Cash Proceeds in such fiscal year and other funds available to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000the Borrower, then no such prepayment of the Loans shall be requiredrequired if the Borrower immediately deposits such Net Cash Proceeds in a deposit account over which the Administrative Agent has control and constitutes part of the Collateral under the Security Documents. If at the end of any such 365 day period or, if applicable, such additional 180 day period any portion of such Net Cash Proceeds from Events of Loss has not been so reinvestedused to rebuild or restore the affected property, the Borrower will immediately make a prepayment of the Loans, to the extent required above. So long as no Default or Event of Default has occurred and is continuing, amounts may be disbursed from such deposit account to or at the direction of the Borrower for application to the costs of rebuilding or restoration of the affected property. Any amounts not so applied to the costs of rebuilding or restoration or as provided in ‎Section 8.03 shall be applied to the prepayment of the Loans as provided in ‎Section 2.12(c) below.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe Borrower, any Credit Party has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,0001,000,000, not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d2.11(c) below. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (A) no Default or Event of Default has occurred and is continuing, continuing and (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower notifies the Administrative Agent of and the amount and nature thereof Lenders in reasonable detail and of its intention writing that it intends to reinvest all rebuild or a portion restore the affected property, that such rebuilding or restoration can be accomplished within 180 days out of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 365 day period and (D) other funds available to the aggregate Net Cash Proceeds in such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000Borrower, then no such prepayment of the Loans shall be requiredrequired if the Borrower immediately deposits such Net Cash Proceeds in a deposit account over which the Administrative Agent has control and constitutes part of the Collateral under the Security Documents. If at the end of any such 365 180 day period any portion of such Net Cash Proceeds from Events of Loss has not been so reinvestedused to rebuild or restore the affected property, the Borrower will immediately make a prepayment of the Loans, to the extent required above. So long as no Default or Event of Default has occurred and is continuing, amounts may be disbursed from such deposit account to or at the direction of the Borrower for application to the costs of rebuilding or restoration of the affected property. Any amounts not so applied to the costs of rebuilding or restoration or as provided in Section 8.03 shall be applied to the prepayment of the Loans as provided in Section 2.11(c) below.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe Borrower, any Credit Party has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,0002,000,000, not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d2.12(c) below. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (A) no Default or Event of Default has occurred and is continuing, continuing and (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower notifies the Administrative Agent of and the amount and nature thereof Lenders in reasonable detail and of its intention writing that it intends to reinvest all rebuild or a portion restore the affected property, that such rebuilding or restoration can be accomplished within three hundred sixty-five (365) days after the date of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 365 Event of Loss, or enters into a binding commitment thereof within said three hundred sixty-five (365) day period and subsequently makes such reinvestment within one hundred eighty (D180) the aggregate Net days following such three hundred sixty-five (365) day period and such reinvestment will be made out of such Cash Proceeds in such fiscal year and other funds available to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000the Borrower, then no such prepayment of the 52 Loans shall be requiredrequired if the Borrower immediately deposits such Net Cash Proceeds in a deposit account over which the Administrative Agent has control and constitutes part of the Collateral under the Security Documents. If at the end of any such 365 day period or, if applicable, such additional 180 day period any portion of such Net Cash Proceeds from Events of Loss has not been so reinvestedused to rebuild or restore the affected property, the Borrower will immediately make a prepayment of the Loans, to the extent required above. So long as no Default or Event of Default has occurred and is continuing, amounts may be disbursed from such deposit account to or at the direction of the Borrower for application to the costs of rebuilding or restoration of the affected property. Any amounts not so applied to the costs of rebuilding or restoration or as provided in Section 8.03 shall be applied to the prepayment of the Loans as provided in Section 2.12(c) below.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe Borrower, any Credit Party has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,0005,000,000, not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d2.13(d) below. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (A) no Default or Event of Default has occurred and is continuing, and (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower notifies the Administrative Agent and the Lenders in writing that it intends to replace, rebuild or restore the affected property or invest in other long-term assets of Holdings and its Subsidiaries, that such reinvestment can be accomplished within 180 days out of such Cash Proceeds and other funds available to the amount and nature thereof in reasonable detail and of its intention Borrower (which 180-day period shall be extended for an additional 180 days to the extent Borrower has entered into a legally binding agreement to reinvest all or a portion of such Net Cash Proceeds in within such Consolidated Capital Expenditures during such 365 180-day period and (D) the aggregate Net Cash Proceeds in such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000period), then no such prepayment of the Loans shall be required. If at the end of any such 365 180 day (or 360-day) period any portion of such Net Cash Proceeds from Events of Loss has not been so reinvestedused to replace, rebuild or restore the affected property or invest in other long-term assets of Holdings and its Subsidiaries, the Borrower will immediately make a prepayment of the Loans, to the extent required above.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe Company, any Credit Party has the Company and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,00010,000,000, not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, an amount, conforming to the Borrower will make a prepayment requirements as to the amount of the Loans with an amount partial prepayments contained in section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss Loss, shall be applied as a mandatory prepayment of principal of first, the outstanding Term Loan, and second, after no Term Loans are outstanding, the outstanding Revolving Loans; provided, that notwithstanding the foregoing, any such Net Cash Proceeds representing proceeds of business interruption insurance may instead be applied first, to the principal of outstanding Revolving Loans, and second, after no Revolving Loans are outstanding, to the principal of Term Loans, but otherwise in accordance with Section 2.12(dthe above provisions. Prepayments of the Term Loans pursuant to this section 5.2(k) belowshall be applied to the Scheduled Repayments in inverse order of their maturity. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (Ai) the Cash Proceeds received in any fiscal year as a result of such Event of Loss are less than $20,000,000, (ii) no Default under section 10.1(a) or Event of Default has occurred and is continuing, (Biii) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower Company notifies the Administrative Agent of and the amount and nature thereof Lenders in reasonable detail and of its intention writing that it intends to reinvest all rebuild or a portion restore the affected property, that such rebuilding or restoration can be accomplished within 18 months out of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 365 day period and (D) other funds available to the aggregate Net Cash Proceeds in such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000Company, then no such prepayment of the Loans shall be requiredrequired if the Company immediately deposits such Cash Proceeds in a cash collateral deposit account over which the Collateral Agent shall have sole dominion and control, and which shall constitute part of the Collateral under the Security Documents and may be applied as provided in section 10.3 if an Event of Default occurs and is continuing. If So long as no Default under section 10.1(a) or Event of Default has occurred and is continuing, the Collateral Agent is authorized to disburse amounts from such cash collateral deposit account to or at the end direction of any such 365 day period any portion the Company for application to the costs of such Net Cash Proceeds has rebuilding or restoration of the affected property. Any amounts not been so reinvested, applied to the Borrower will immediately make a costs of rebuilding or restoration or as provided in section 10.3 shall be applied to the prepayment of the Loans, to the extent required Loans as provided above.

Certain Proceeds of an Event of Loss. If during any fiscal year Fiscal Year of Holdingsthe Borrower, the Borrower or any Credit Party of its Subsidiaries has received cumulative Net Cash Proceeds during such fiscal year Fiscal Year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,00020,000,000, not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d‎Section 2.13(d) below. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (A) no Default or Event of Default has shall have occurred and is be continuing, or would result therefrom (both at the date of receipt of such excess Net Cash Proceeds and the date the Borrower or such Subsidiary reinvests), (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower notifies the Administrative Agent promptly following the receipt of such excess Net Cash Proceeds that the amount and nature thereof in reasonable detail and Borrower or any of its intention Subsidiaries intends to reinvest or commit to reinvest all or a portion of such excess Net Cash Proceeds in such Consolidated Capital Expenditures during such 365 day period assets used or useful in the business of the Credit Parties and (DC) the aggregate Borrower or any of its Subsidiaries actually reinvests or enter into a binding commitment to reinvest such excess Net Cash Proceeds in such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000within 365 days following the receipt thereof, then no such prepayment shall be required in respect of the Loans shall be requiredportion of such excess Net Cash Proceeds so reinvested. If at the end of any such 365 day the period specified above any portion of such excess Net Cash Proceeds has not been so reinvested or committed to be reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required aboveabove (or in the case of a commitment entered into in such 365-day period, to the extent not actually reinvested in the 180 days following such initial 365 day period).

Certain Proceeds of an Event of Loss. If during any fiscal year Fiscal Year of Holdingsthe Borrower, the Borrower or any Credit Party of its Subsidiaries has received cumulative Net Cash Proceeds during such fiscal year Fiscal Year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,00020,000,000, not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d2.13(d) below. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (A) no Default or Event of Default has shall have occurred and is be continuing, or would result therefrom (both at the date of receipt of such excess Net Cash Proceeds and the date the Borrower or such Subsidiary reinvests), (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower notifies the Administrative Agent promptly following the receipt of such excess Net Cash Proceeds that the amount and nature thereof in reasonable detail and Borrower or any of its intention Subsidiaries intends to reinvest or commit to reinvest all or a portion of such excess Net Cash Proceeds in such Consolidated Capital Expenditures during such 365 day period assets used or useful in the business of the Credit Parties and (DC) the aggregate Borrower or any of its Subsidiaries actually reinvests or enter into a binding commitment to reinvest such excess Net Cash Proceeds in such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000within 365 days following the receipt thereof, then no such prepayment shall be required in respect of the Loans shall be requiredportion of such excess Net Cash Proceeds so reinvested. If at the end of any such 365 day the period specified above any portion of such excess Net Cash Proceeds has not been so reinvested or committed to be reinvested, the Borrower will immediately make a prepayment of the Loans, to the extent required aboveabove (or in the case of a commitment entered into in such 365-day period, to the extent not actually reinvested in the 180 days following such initial 365 day period).

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe Borrower, any Credit Party has the Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,0001,000,000, not later than the third fifth Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, an amount, conforming to the Borrower will make a prepayment requirements as to the amount of the Loans with an amount partial prepayments contained in section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d) belowLoss, shall be applied as a mandatory prepayment of principal of the outstanding Loans and the Total Commitment shall be permanently reduced by such amount. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (Ai) the Net Cash Proceeds received in any fiscal year as a result of such Event of Loss are more than $1,000,000, (ii) no Default under section 10.1(a) or Event of Default has occurred and is continuing, (Biii) the Borrower Borrower's ratio of Consolidated Total Indebtedness to Consolidated EBITDA as of the end of the most recent Testing Period for which financial statements have been delivered to the Lenders hereunder was not in excess of 2.50 to 1.00, and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (Civ) the Borrower notifies the Administrative Agent of and the amount Lenders in writing that it intends to rebuild or restore the affected property, and nature thereof in reasonable detail and of its intention to reinvest all that such rebuilding or a portion restoration can be accomplished within 18 months out of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 365 day period and (D) other funds available to the aggregate Net Cash Proceeds in such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000Borrower, then THEN no such prepayment of the Loans shall be required. If at required if the end of any such 365 day period any portion of Borrower immediately deposits such Net Cash Proceeds in a cash collateral deposit account over which the Collateral Agent shall have sole dominion and control, and which shall constitute part of the Collateral under the Security Documents and may be applied as provided in section 10.3 if an Event of Default occurs and is continuing. So long as no Default under section 10.1(a) or Event of Default has not been so reinvestedoccurred and is continuing, the Collateral Agent is authorized to disburse amounts from such cash collateral deposit account to or at the direction of the Borrower will immediately make a for application to the costs of rebuilding or restoration of the affected property. Any amounts not so applied to the costs of rebuilding or restoration or as provided in section 10.3 shall be applied to the prepayment of the Loans, to Loans and a mandatory reduction of the extent required Total Commitment as provided above.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe U.S. Borrower, the U.S. Borrower or any Credit Party Restricted Subsidiary has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from in connection with business interruption or delays in construction) of at least $2,500,00025,000,000, not later than the third fifth (5th) Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, amount (the Borrower will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any “Excess Event of Loss Proceeds”), (x) the EMEA Borrower shall prepay the principal amount of the EMEA Term Loans and (y) the U.S. Borrower shall prepay the principal amount of each of the U.S. Loans, in each case, in an aggregate amount at least equal to its Applicable Prepayment Portion of such Excess Event of Loss Proceeds in accordance with Section 2.12(d2.13(d) below. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (A) no Default or Event of Default has occurred and is continuing, (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Applicable Borrower notifies the Administrative Agent and the Lenders in writing that it intends to repair, rebuild or restore the affected property, that such repair, rebuilding or restoration can be accomplished within 365 days of the amount and nature thereof in reasonable detail and of its intention to reinvest all or a portion receipt of such Net Cash Proceeds in and other funds available to such Consolidated Capital Expenditures during Borrower, or if (X) any of the U.S. Prepayment Group or (Y) any of the Non-U.S. Prepayment Group, as applicable, have entered into a legally binding commitment to repair, rebuild or restore the affected property within 365 days of receipt of such 365 day period and (D) Cash Proceeds, that such repair, rebuilding or restoration can be accomplished within 180 days of the aggregate Net Cash Proceeds in date of such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000legally binding commitment, then no such prepayment of the Loans shall be required. If at by the end of any such 365 day period deadline specified in the proviso in the preceding sentence, any portion of such Net Cash Excess Event of Loss Proceeds has not been so reinvestedused to repair, rebuild or restore the affected property, (x) the EMEA Borrower will immediately make a shall prepay the principal amount of the EMEA Term Loans and (y) the U.S. Borrower shall prepay the principal amount of U.S. Loans, in each case, in an 113 aggregate amount at least equal to its Applicable Prepayment Portion of such Excess Event of Loss Proceeds. Any such prepayment shall be applied to the prepayment of the Loans, to the extent required aboveLoans as provided in Section 2.13(d) below.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe Borrower, any Credit Party has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,0005,000,000, not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d2.13(d) below. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (A) the Net Cash Proceeds received in any fiscal year as a result of such Event of Loss are less than $10,000,000, (B) no Default or Event of Default has occurred and is continuing, (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower notifies the Administrative Agent and the Lenders in writing that it intends to replace, rebuild or restore the affected property, that such rebuilding or restoration can be accomplished within 365 days out of such Cash Proceeds and other funds available to the amount and nature thereof in reasonable detail and of its intention Borrower (which 365-day period shall be extended for an additional 180 days to the extent Borrower has entered into a legally binding agreement to reinvest all or a portion of such Net Cash Proceeds in within such Consolidated Capital Expenditures during such 365 365-day period and (D) the aggregate Net Cash Proceeds in such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000period), then no such prepayment of the Loans shall be requiredrequired if the Borrower immediately deposits such Net Cash Proceeds in a cash collateral deposit account subject to a control agreement in favor of Administrative Agent, and which shall constitute part of the Collateral under the Security Documents and may be applied as provided in Section 8.03 if an Event of Default occurs and is continuing. If at the end of any such 365 day (or 545-day) period any portion of such Net Cash Proceeds from Events of Loss has not been so reinvestedused to replace, rebuild or restore the affected property, the Borrower will immediately make a prepayment of the Loans, to the extent required above. So long as no Default or Event of Default has occurred and is continuing, the Administrative Agent is authorized to disburse amounts from such cash collateral deposit account to or at the direction of the Borrower for application to the costs of rebuilding or restoration of the affected property. Any amounts not so applied to the costs of rebuilding or restoration or as provided in Section 8.03 shall be applied to the prepayment of the Loans as provided in Section 2.13(d) below.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe Parent, the Credit Parties (or any Credit Party of them) has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,000, not later than the third fifth Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower Borrowers will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d2.13(d) below. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (A) the Net Cash Proceeds received in any fiscal year as a result of such Event of Loss are less than $7,500,000, (B) no Default or Event of Default has occurred and is continuing, (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower notifies Borrowers notify the Administrative Agent of and the amount and nature thereof Lenders in reasonable detail and of its intention writing that they intend to reinvest all rebuild or a portion restore the affected property, that such rebuilding or restoration can be accomplished within 180 days out of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 365 day period and other funds available to the Borrowers and (D) the aggregate Net Cash Proceeds in such fiscal year to be reinvested pursuant to this Section 2.12(c)(v2.13(c)(viii) does not exceed $5,000,0007,500,000, then no such prepayment of the Loans shall be requiredrequired if the Borrowers immediately deposit such Net Cash Proceeds in a cash collateral deposit account over which the Administrative Agent shall have sole dominion and control, and which shall constitute part of the Collateral under the Security Documents and may be applied as provided in Section 8.03 if an Event of Default occurs and is continuing. If at the end of any such 365 180-day period any portion of such Net Cash Proceeds from Events of Loss has not been so reinvestedused to rebuild or restore the affected property, the Borrower Borrowers will immediately make a prepayment of the Loans, to the extent required above. So long as no Default or Event of Default has occurred and is continuing, the Administrative Agent shall disburse amounts from such cash collateral deposit account to or at the direction of the Borrowers for application to the costs of rebuilding or restoration of the affected property. Any amounts not so applied to the costs of rebuilding or restoration or as provided in Section 8.03 shall be applied to the prepayment of the Loans as provided in Section 2.13(d) below.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe Borrower, any Credit Party has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from in connection with business interruption or delays in construction) of at least $2,500,000500,000, not later than the third fifth (5th) Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d2.13(d) below. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (A) no Default or Event of Default has occurred and is continuing, continuing and (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower notifies the Administrative Agent of and the amount and nature thereof Lenders in reasonable detail and of its intention writing that it intends to reinvest all repair, rebuild or a portion restore the affected property, that such repair, rebuilding or restoration can be accomplished within 365 days out of such Net Cash Proceeds in and other funds available to the Borrower or, if the Borrower has entered into a legally binding commitment to repair, rebuild or restore the affected property within 365 days of receipt of such Consolidated Capital Expenditures during Cash Proceeds, that such 365 day period and (D) repair, rebuilding or restoration can be accomplished within 180 days of the aggregate Net Cash Proceeds in date of such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000legally binding commitment, then no such prepayment of the Loans shall be required. If at by the end of any such 365 day period deadline specified in clause (B) above, any portion of such Net Cash Proceeds from Events of Loss has not been so reinvestedused to repair, rebuild or restore the affected property, the Borrower will immediately make a prepayment of the Loans, to the extent required above. Any amounts not so applied to the costs of rebuilding or restoration shall be applied to the prepayment of the Loans as provided in Section 2.13(d) below.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe Borrower, any Credit Party has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,000500,000, not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d2.11(d) below. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (A) the Net Cash Proceeds received in any fiscal year as a result of such Event of Loss are less than $500,000, (B) no Default or Event of Default has occurred and is continuing, (BC) within 180 days of receipt of such Net Cash Proceeds, the Borrower and its Subsidiaries shall have scheduled or propose delivered to schedule Consolidated Capital Expenditures during the following 365 days, (C) Lender a certificate signed by a Responsible Officer notifying the Borrower notifies the Administrative Agent of the amount and nature thereof in reasonable detail and Lender of its intention to rebuild or restore the affected property or reinvest all or a portion of such Net Cash Proceeds in assets that are useful in the business of the Borrower on or before the date that is 365 days after receipt of such Consolidated Capital Expenditures Net Cash Proceeds and that such rebuilding or restoration or reinvestment can be accomplished during such 365 day period period, and (D) the aggregate Net Cash Proceeds in such fiscal year to be reinvested pursuant to this Section 2.12(c)(v2.11(c)(viii) does not exceed $5,000,000, then no such prepayment of the Loans shall be requiredrequired if the Borrower immediately deposits such Net Cash Proceeds in a cash collateral deposit account over which the Lender shall have sole dominion and control, and which shall constitute part of the Collateral under the Security Documents and may be applied as provided in Section 8.03 if an Event of Default occurs and is continuing. If at the end of any such 365 day period any portion of such Net Cash Proceeds from Events of Loss has not been so reinvestedused to rebuild or restore the affected property, the Borrower will immediately make a prepayment of the Loans, to the extent required above. So long as no Default or Event of Default has occurred and is continuing, the Lender is authorized to disburse amounts from such cash collateral deposit account to or at the direction of the Borrower for application to the costs of rebuilding or restoration of the affected property. Any amounts not so applied to the costs of rebuilding or restoration or as provided in Section 8.03 shall be applied to the prepayment of the Loans as provided above.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe Borrowers, any of the Credit Party Parties or their respective Subsidiaries has received cumulative Net Cash Proceeds during such fiscal year from experienced one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,000Loss, not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount$100,000 in respect thereof (excluding proceeds of business interruption insurance), the Borrower Borrowers will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount $100,000 then received from any Event of Loss in accordance with Section 2.12(d2.13(d) below. Notwithstanding the foregoing, in the event any property suffers of the Credit Parties or their respective Subsidiaries experiences an Event of Loss of at least $2,500,000 and (A) the Net Cash Proceeds received in any fiscal year as a result of such Event of Loss are less than $2,000,000, (B) no Default or Event of Default has occurred and is continuing, (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower notifies Borrowers notify the Administrative Agent of and the amount and nature thereof Lenders in reasonable detail and of its intention writing that it intends to reinvest all repair, rebuild or a portion restore the affected property, that such repair, rebuilding or restoration can be accomplished within 180 days out of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 365 day period and (D) other funds available to the aggregate Net Cash Proceeds in such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000applicable Credit Party or Subsidiary, then no such prepayment of the Loans shall be requiredrequired if the Borrowers immediately deposit such Net Cash Proceeds in a cash collateral deposit account over which the Administrative Agent shall have sole dominion and control, and which shall constitute part of the Collateral under the Security Documents and may be applied as provided in Section 8.03 if an Event of Default occurs and is continuing. If at the end of any such 365 180-day period any portion of such Net Cash Proceeds from Events of Loss has not been so reinvestedused to rebuild or restore the affected property, the Borrower Borrowers will immediately make a prepayment of the Loans, to the extent required above. So long as no Default or Event of Default has occurred and is continuing, the Administrative Agent is authorized to disburse amounts from such cash collateral deposit account to or at the direction of the Borrowers for application to the costs of rebuilding or restoration of the affected property. Any amounts not so applied to the costs of rebuilding or restoration or as provided in Section 8.03 shall be applied to the prepayment of the Loans as provided in Section 2.13(d) below.

Certain Proceeds of an Event of Loss. If So long as any Term Loans are outstanding, if during any fiscal year of Holdingsthe Borrower, any Credit Party has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,0002,000,000, not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower will make a prepayment of the Term Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d2.13(d) below. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and Loss, no prepayment shall be required if (A) no Default or Event of Default has occurred and is continuing, continuing and (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower notifies the Administrative Agent of and the amount and nature thereof Lenders in reasonable detail and of its intention writing that it intends to reinvest all rebuild, restore or a portion replace the affected property, that such rebuilding, restoration or replacement can be accomplished within 360 days out of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 365 day period and (D) other funds available to the aggregate Net Cash Proceeds in such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000, then no such prepayment of the Loans shall be requiredBorrower. If at the end of any such 365 360-day period any portion of such Net Cash Proceeds from Events of Loss has not been so reinvestedused to rebuild or restore the affected property, the Borrower will immediately make a prepayment of the Loans, to the extent required above.

Certain Proceeds of an Event of Loss. If during any fiscal year of Holdingsthe Borrower, any Credit Party has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding any Net Cash Proceeds received from insurance payments from business interruption or delays in construction) of at least $2,500,0005,000,000, not later than the third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower will make a prepayment of the Loans with an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Event of Loss in accordance with Section 2.12(d2.13(d) below. Notwithstanding the foregoing, in the event any property suffers an Event of Loss of at least $2,500,000 and (A) the Cash Proceeds received in any fiscal year as a result of such Event of Loss are less than $40,000,000, (B) no Default or Event of Default has occurred and is continuing, (B) the Borrower and its Subsidiaries have scheduled or propose to schedule Consolidated Capital Expenditures during the following 365 days, (C) the Borrower notifies the Administrative Agent of and the amount and nature thereof Lenders in reasonable detail and of its intention writing that it intends to reinvest all rebuild or a portion restore the affected property, that such rebuilding or restoration can be accomplished within 12 months out of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 365 day period and (D) other funds available to the aggregate Net Cash Proceeds in such fiscal year to be reinvested pursuant to this Section 2.12(c)(v) does not exceed $5,000,000Borrower, then no such prepayment of the Loans shall be requiredrequired if the Borrower immediately deposits such Cash Proceeds in a cash collateral deposit account over which the Administrative Agent shall have sole dominion and control, and which shall constitute part of the Collateral under the Security Documents and may be applied as provided in Section 8.03 if an Event of Default occurs and is continuing. If So long as no Default or Event of Default has occurred and is continuing, the Administrative Agent is authorized to disburse amounts from such cash collateral deposit account to or at the end direction of any such 365 day period any portion of such Net Cash Proceeds has not been so reinvested, the Borrower will immediately make a for application to the costs of rebuilding or restoration of the affected property. Any amounts not so applied to the costs of rebuilding or restoration or as provided in Section 8.03 shall be applied to the prepayment of the Loans, to the extent required Loans as provided above.