Common use of Insurance/Condemnation Events Clause in Contracts

Insurance/Condemnation Events. Not later than the third Business Day following the date of receipt by Parent or any Restricted Subsidiary, or by the Collateral Agent as loss payee, of any Net Proceeds in respect of any Insurance/Condemnation Event with respect to assets of any Credit Party, the Borrower shall prepay the Borrowings in an aggregate amount equal to such Net 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 each of Parent and the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in assets useful in the business of the Borrower and the other Credit Parties, including through the repair or restoration of the property subject to such Casualty (or the replacement of the property subject to such Condemnation or Casualty) (which assets, in the case of any reinvestment of the Net Proceeds of any Insurance/Condemnation Event with respect to assets constituting Collateral, shall constitute Collateral), within 365 days after the receipt of such Net Proceeds (or within 180 days following the end of such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-day period), and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, 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 any such Net Proceeds that are not so applied by the end of such 365-day period (as such period may be extended as set forth above) shall be applied to prepay the Borrowings promptly upon the expiration of such period.

Insurance/Condemnation Events. Not later than the third fifth Business Day following the date of receipt by Parent the Borrower or any Restricted Subsidiary, or by the Collateral Agent as loss payee, of any Net Proceeds in respect of any Insurance/Condemnation Event with respect to assets of any Credit PartyEvent, the Borrower shall prepay the Term Borrowings in an aggregate amount equal to 100% of such Net Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, that the Borrower may, at least one Business Day prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of each of Parent and the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in replacement assets (including through the repair, restoration or replacement of the damaged, destroyed or condemned assets) or other non-current assets useful in the business of the Borrower and the its Restricted Subsidiaries or in Permitted Acquisitions or other Credit Parties, including through the repair or restoration of the property subject to such Casualty (or the replacement of the property subject to such Condemnation or Casualty) (which assetsAcquisitions, in the case of any reinvestment of the Net Proceeds of any Insurance/Condemnation Event with respect to assets constituting Collateral, shall constitute Collateral)each case, within 365 days after the receipt of such Net Proceeds (or within 180 days following the end of such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-day period)Proceeds, and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, 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 any such Net Proceeds that are not so applied reinvested by the end of such period (or within a period of 270 days thereafter if by the end of such initial 365-day period (as the Borrower or any of its Restricted Subsidiaries shall have entered into a binding agreement with a third party to so reinvest such period may be extended as set forth aboveNet Proceeds) shall be applied to prepay the Term Borrowings promptly upon the expiration of such period. Notwithstanding the foregoing, the Borrower may use a portion of any Net Proceeds in respect of any Insurance/Condemnation Event that would otherwise be required pursuant to this Section 2.13(b) to be applied to prepay the Term Borrowings to prepay, repurchase or redeem any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness but only to the extent such Permitted Pari Passu Secured Indebtedness pursuant to the terms thereof is required to be (or is required to be offered to the holders thereof to be) prepaid, repurchased or redeemed as a result of such Insurance/Condemnation Event (with the amount of the prepayment of the Term Borrowings that would otherwise have been required pursuant to this Section 2.13(b) being reduced accordingly), provided that (i) such portion shall not exceed the product of (A) the amount of such Net Proceeds multiplied by (B) a fraction of which the numerator is the outstanding aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and the denominator is the sum of the aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and all Term Borrowings, in each case at the time of occurrence of such Insurance/Condemnation Event, and (ii) in the event the holders of such Permitted Pari Passu Secured Indebtedness shall have declined such prepayment, repurchase or redemption, the declined amount shall promptly (and in any event within 10 Business Days after the date of rejection) be applied to prepay the Term Borrowings.

Insurance/Condemnation Events. Not No later than the third fifth Business Day following the date of receipt by Parent the Borrower or any Restricted Subsidiary, or by the Collateral Administrative Agent as loss payee, of any Net Proceeds in respect of any Insurance/Condemnation Event with respect to assets of any Credit PartyEvent, the Borrower shall prepay the Term Borrowings (and, after the Term Borrowings shall have been repaid in full, reduce permanently the Revolving Commitments as provided in Section 2.15(b)) in an aggregate principal amount equal to such Net 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 each of Parent and the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in fixed or capital assets useful in the business of the Borrower and the other Credit Parties, Subsidiaries (including through the repair repair, restoration or restoration of the property subject to such Casualty (or the replacement of the property subject to such Condemnation damaged, destroyed or Casualtycondemned assets) (which assets, in the case of any reinvestment of the Net Proceeds of any Insurance/Condemnation Event with respect to assets constituting Collateral, shall constitute Collateral), within 365 270 days after the receipt of such Net Proceeds (or within 180 days following the end of such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-day period)Proceeds, and certifying that, as of the date thereof, that no Default or Event of Default has occurred and is continuing, in which case during such period the Borrower shall not be required to make may so reinvest such prepayment to the extent of the amount set forth in Net Proceeds within such certificateperiod; provided further that (i) to the extent any such Net Proceeds shall be received in respect of assets owned by a Credit Party, such Net Proceeds may be reinvested only in assets owned by one or more Credit Parties (other than, in each case, Equity Interests in Foreign Subsidiaries), (ii) to the extent any such Net Proceeds shall be received in respect of assets owned by a Subsidiary that is not a Credit Party but the Equity Interests in which constitute Collateral, such Net Proceeds may be reinvested only in assets owned by one or more Credit Parties (including Equity Interests in Foreign Subsidiaries) or assets owned by a Subsidiary the Equity Interests in which constitute Collateral and (iii) any such Net Proceeds that are not so applied reinvested by the end of such 365-day period (as such period may be extended as set forth above) shall be applied to prepay the Term Borrowings promptly upon the expiration of such period. Any amount referred to in any such certificate shall, pending reinvestment as provided in such certificate or application to prepay the Term Borrowings, be, at the option of the Borrower, (x) held in a Deposit Account of the Borrower that is subject to a Blocked Deposit Account Control Agreement in favor of the Collateral Agent or (y) applied to prepay outstanding Revolving Loans (in which case an amount of the Revolving Commitments equal to the amount of the proceeds so applied shall be restricted and not available for Credit Extensions to the Borrower other than Borrowings the proceeds of which are promptly reinvested or applied to prepay Term Borrowings as contemplated by this paragraph).

Insurance/Condemnation Events. Not later than the third 10th Business Day following the date of receipt by Parent the Borrower or any Restricted Subsidiary, or by the Collateral Agent as loss payee, of any Net Proceeds in respect of any ​ Insurance/Condemnation Event with respect to assets of any Credit PartyEvent, the Borrower shall prepay the Borrowings in an aggregate amount equal to 100% of such Net ProceedsProceeds (excluding therefrom, however, in the case of any Insurance/Condemnation Event involving any ABL Priority Collateral that secures any Permitted Revolving Indebtedness at the time such Insurance/Condemnation Event occurs, the portion of such Net Proceeds attributable to the fair value of such ABL Priority Collateral (as determined reasonably and in good faith by an Authorized Officer of the Borrower)); provided thatthat (i) no such prepayment shall be required to be made (but, so long as no Default or Event in the sole discretion of Default the Borrower, may be made) until and unless the aggregate amount of Net Proceeds in respect of all Insurance/Condemnation Events exceed the greater of (A) $10,000,000 and (B) 16.7% of Consolidated Adjusted EBITDA for the most recently ended Test Period, in any Fiscal Year, at which time the prepayment shall have occurred be required to be made only with respect to such Net Proceeds in excess of such annual amount, and be continuing, (ii) the Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of each of Parent and the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in used to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the business of the Borrower and the other Credit Parties, including through Restricted Subsidiaries (provided that to the repair or restoration extent of the property fair value of any Term Priority Collateral subject to such Casualty (or the replacement of the property subject to such Condemnation or Casualty) (which assets, in the case of any reinvestment of the Net Proceeds of any Insurance/Condemnation Event with respect to (as determined reasonably and in good faith by an Authorized Officer of the Borrower), the reinvestment assets constituting Collateral, shall constitute Term Priority Collateral), in each case, within 365 days after the receipt of such Net Proceeds (or within 180 days following the end of such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-day period), and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuingProceeds, 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 any such Net Proceeds that are not so applied reinvested by the end of such period (or, if by the end of such 365-day period (as the Borrower or one or more Restricted Subsidiaries shall have entered into a binding agreement with a third party to acquire such assets, within a period may be extended as set forth aboveof 180 days thereafter) shall be applied to prepay the Borrowings promptly upon the expiration of such period. Notwithstanding the foregoing, the Borrower may use a portion of any Net Proceeds in respect of any Insurance/Condemnation Event that would otherwise be required pursuant to this Section 2.14(b) to be applied to prepay the Borrowings to prepay, repurchase or redeem any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness but only to the extent such Permitted Pari Passu Secured Indebtedness pursuant to the terms thereof is required to be (or is required to be offered to the holders thereof to be) prepaid, repurchased or redeemed as a result of such Insurance/Condemnation Event (with the amount of the prepayment of the Borrowings that would otherwise have been required pursuant to this Section 2.14(b) being reduced accordingly), provided that (i) such portion shall not exceed the product of (x) the amount of such Net Proceeds multiplied by (y) a fraction of which the numerator is the outstanding aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and the denominator is the sum of the aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and all Borrowings, in each case at the time of occurrence of such Insurance/Condemnation Event, and (ii) in the event the holders ​ of such Permitted Pari Passu Secured Indebtedness shall have declined such prepayment, repurchase or redemption, the declined amount shall promptly (and in any event within 10 Business Days after the date of rejection) be applied to prepay the Borrowings. Any amount set forth in any certificate delivered as referred to above shall, pending reinvestment or other application as provided herein, be deposited in the Term Priority Collateral Proceeds Account and shall not be commingled with any other deposit accounts or funds (with the Collateral Agent hereby agreeing to release such Net Proceeds held in the Term Priority Collateral Proceeds Account to the Borrower promptly upon request of the Borrower and delivery to the Collateral Agent of a certificate of an Authorized Officer of the Borrower to the effect that the Net Proceeds so released will be promptly applied in accordance with this Section 2.14(b)).

Insurance/Condemnation Events. Not Notwithstanding anything to the contrary contained herein, not later than the third fifth Business Day following the date of receipt by Parent the Borrower or any Restricted Subsidiary, or by the Collateral Agent as loss payee, of any Net Proceeds in respect of any Insurance/Condemnation Prepayment Event with respect to assets described in clause (b) of any Credit Partythe definition thereof, the Borrower shall prepay the Term Borrowings in an aggregate amount equal to 100% of such Net Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, that the Borrower may, at least one Business Day prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of each of Parent and the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in replacement assets (including through the repair, restoration or replacement of the damaged, destroyed or condemned assets) or other non-current assets useful in the business of the Borrower and the other Credit Parties, including through the repair its Restricted Subsidiaries or restoration of the property subject to such Casualty (or the replacement of the property subject to such Condemnation or Casualty) (which assetsin Acquisitions, in the case of any reinvestment of the Net Proceeds of any Insurance/Condemnation Event with respect to assets constituting Collateral, shall constitute Collateral)each case, within 365 days after the receipt of such Net Proceeds (or within 180 days following the end of such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-day period)Proceeds, and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, 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 any such Net Proceeds that are not so applied reinvested by the end of such period (or within a period of 270 days thereafter if by the end of such initial 365-day period (as the Borrower or any of its Restricted Subsidiaries shall have entered into a binding agreement with a third party to so reinvest such period may be extended as set forth aboveNet Proceeds) shall be applied to prepay the Term Borrowings promptly upon the expiration of such period.

Insurance/Condemnation Events. Not later than the third fifth Business Day following the date of receipt by Parent the Borrower or any Restricted Subsidiary, or by the Collateral Agent as loss payee, of any Net Proceeds in respect of any Insurance/Condemnation Event with respect to assets of any Credit PartyEvent, the Borrower shall prepay the Term Borrowings in an aggregate amount equal to 100% of such Net Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, that the Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of each of Parent and the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in replacement assets (including through the repair, restoration or replacement of the damaged, destroyed or condemned assets) or other non-current assets useful in the business of the Borrower and the other Credit Parties, including through the repair Restricted Subsidiaries or restoration of the property subject to such Casualty (or the replacement of the property subject be applied to such Condemnation or Casualty) (which assetsconsummate an Acquisition permitted hereunder, in the case of any reinvestment of the Net Proceeds of any Insurance/Condemnation Event with respect to assets constituting Collateral, shall constitute Collateral)each case, within 365 days after the receipt of such Net Proceeds (or within 180 days following the end of such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-day period)Proceeds, and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, 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 any such Net Proceeds that are not so reinvested or applied by the end of such period (or within a period of 180 days thereafter, if by the end of such initial 365-day period (as the Borrower or any Restricted Subsidiary shall have entered into a binding agreement with a third party to acquire such period may be extended as set forth aboveassets or to consummate an Acquisition) shall be applied to prepay the Term Borrowings promptly upon the expiration of such period. Notwithstanding the foregoing, the Borrower may use a portion of any Net Proceeds in respect of any Insurance/Condemnation Event that would otherwise be required pursuant to this Section 2.13(b) to be applied to prepay the Term Borrowings to prepay, repurchase or redeem any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness but only to the extent such Permitted Pari Passu Secured Indebtedness pursuant to the terms thereof is required to be (or is required to be offered to the holders thereof to be) prepaid, repurchased or redeemed as a result of such Insurance/Condemnation Event (with the amount of the prepayment of the Term Borrowings that would otherwise have been required pursuant to this Section 2.13(b) being reduced accordingly), provided that (i) such portion shall not exceed the product of (A) the amount of such Net Proceeds multiplied by (B) a fraction of which the numerator is the outstanding aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and the denominator is the sum of the aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and all Term Borrowings, in each case at the time of occurrence of such Insurance/Condemnation Event, and (ii) in the event the holders of such Permitted Pari Passu Secured Indebtedness shall have declined such prepayment, repurchase or redemption, the declined amount shall promptly (and in any event within 10 Business Days after the date of rejection) be applied to prepay the Term Borrowings.

Insurance/Condemnation Events. Not Subject to Section 2.13(i), not later than the third fifth Business Day following the date of receipt by Parent the Borrower or any Restricted Subsidiary, or by the Collateral Agent as loss payee, of any Net Proceeds in respect of any Insurance/Condemnation Event with respect to assets of any Credit PartyEvent, the Borrower shall prepay the Borrowings in an aggregate amount equal to 100% of such Net Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, that the Borrower may, at least one Business Day prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of each of Parent and the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in replacement assets (including through the repair, restoration or replacement of the damaged, destroyed or condemned assets) or other non-current assets useful in the business of the Borrower and the its Restricted Subsidiaries or in Permitted Acquisitions or other Credit Parties, including through the repair or restoration of the property subject to such Casualty (or the replacement of the property subject to such Condemnation or Casualty) (which assetsAcquisitions, in the case of any reinvestment of the Net Proceeds of any Insurance/Condemnation Event with respect to assets constituting Collateral, shall constitute Collateral)each case, within 365 days after the receipt of such Net Proceeds (or within 180 days following the end of such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-day period)Proceeds, and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, 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 any such Net Proceeds that are not so applied reinvested by the end of such period (or within a period of 270 days thereafter if by the end of such initial 365-day period (as the Borrower or any of its Restricted Subsidiaries shall have entered into a binding agreement with a third party to so reinvest such period may be extended as set forth aboveNet Proceeds) shall be applied to prepay the Borrowings promptly upon the expiration of such period. Notwithstanding the foregoing, the Borrower may use a portion of any Net Proceeds in respect of any Insurance/Condemnation Event that would otherwise be required pursuant to this Section 2.13(b) to be applied to prepay the Borrowings to prepay, repurchase or redeem any Permitted Section 6.1(e) Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness but only to the extent such Permitted Pari Passu Secured Indebtedness pursuant to the terms thereof is required to be (or is required to be offered to the holders thereof to be) prepaid, repurchased or redeemed as a result of such Insurance/Condemnation Event (with the amount of the prepayment of the Borrowings that would otherwise have been required pursuant to this Section 2.13(b) being reduced accordingly), provided that (i) such portion shall not exceed the product of (A) the amount of such Net Proceeds multiplied by (B) a fraction of which the numerator is the outstanding aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and the denominator is the sum of the aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and all Borrowings, in each case at the time of occurrence of such Insurance/Condemnation Event, and (ii) in the event the holders of such Permitted Pari Passu Secured Indebtedness shall have declined such prepayment, repurchase or redemption, the declined amount shall promptly (and in any event within 10 Business Days after the date of rejection) be applied to prepay the Borrowings.

Insurance/Condemnation Events. Not later than the third 10th Business Day following the date of receipt by Parent the Borrower or any Restricted Subsidiary, or by the Collateral Agent as loss payee, of any Net Proceeds in respect of any Insurance/Condemnation Event with respect to assets of any Credit PartyEvent, the Borrower shall prepay the Borrowings in an aggregate amount equal to 100% of such Net ProceedsProceeds (excluding therefrom, however, in the case of any Insurance/Condemnation Event involving any ABL Priority Collateral that secures any Permitted Revolving Indebtedness at the time such Insurance/Condemnation Event occurs, the portion of such Net Proceeds attributable to the fair value of such ABL Priority Collateral (as determined reasonably and in good faith by an Authorized Officer of the Borrower)); provided thatthat (i) no such prepayment shall be required to be made (but, so long as no Default or Event in the sole discretion of Default the Borrower, may be made) until and unless the aggregate amount of Net Proceeds in respect of all Insurance/Condemnation Events exceed the greater of (A) $10,000,000 and (B) 16.7% of Consolidated Adjusted EBITDA for the most recently ended Test Period, in any Fiscal Year, at which time the prepayment shall have occurred be required to be made only with respect to such Net Proceeds in excess of such annual amount, and be continuing, (ii) the Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of each of Parent and the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in used to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the business of the Borrower and the other Credit Parties, including through Restricted Subsidiaries (provided that to the repair or restoration extent of the property fair value of any Term Priority Collateral subject to such Casualty (or the replacement of the property subject to such Condemnation or Casualty) (which assets, in the case of any reinvestment of the Net Proceeds of any Insurance/Condemnation Event with respect to (as determined reasonably and in good faith by an Authorized Officer of the Borrower), the reinvestment assets constituting Collateral, shall constitute Term Priority Collateral), in each case, within 365 days after the receipt of such Net Proceeds (or within 180 days following the end of such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-day period), and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuingProceeds, 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 any such Net Proceeds that are not so applied reinvested by the end of such period (or, if by the end of such 365-day period (as the Borrower or one or more Restricted Subsidiaries shall have entered into a binding agreement with a third party to acquire such assets, within a period may be extended as set forth aboveof 180 days thereafter) shall be applied to prepay the Borrowings promptly upon the expiration of such period.. Notwithstanding the foregoing, the Borrower may use a portion of any Net Proceeds in respect of any Insurance/Condemnation Event that would otherwise be required pursuant to this Section 2.14(b) to be applied to prepay the Borrowings to prepay, repurchase or redeem any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness but only to the extent such Permitted Pari Passu Secured Indebtedness pursuant to the terms thereof is required to be (or is required to be offered to the holders thereof to be) prepaid, repurchased or redeemed as a result of such Insurance/Condemnation Event (with the amount of the prepayment of the Borrowings that would otherwise have been required pursuant to this Section 2.14(b) being reduced accordingly), provided that (i) such portion shall not exceed the product of (x) the amount of such Net Proceeds multiplied by (y) a fraction of which the numerator is the outstanding aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and the denominator is the sum of the aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and all Borrowings, in each case at the time of occurrence of such Insurance/Condemnation Event, and (ii) in the event the holders of such Permitted Pari Passu Secured Indebtedness shall have declined such prepayment, repurchase or redemption, the declined amount shall promptly (and in any event within 10 Business Days after the date of rejection) be applied to prepay the Borrowings. Any amount set forth in any certificate delivered as referred to above shall, pending reinvestment or other application as provided herein, be deposited in the Term Priority Collateral Proceeds Account and shall not be commingled with any other deposit accounts or funds (with the Collateral Agent hereby agreeing to release such Net Proceeds held in the Term Priority Collateral Proceeds Account to the Borrower promptly upon request of the Borrower and delivery to the Collateral Agent of a certificate of an Authorized Officer of the Borrower to the effect that the Net Proceeds so released will be promptly applied in accordance with this Section 2.14(b)). 101

Insurance/Condemnation Events. Not Subject to Section 2.11(e), no later than the third fifth Business Day following the date of receipt by Parent Holdings or any Restricted Subsidiaryof its Subsidiaries, or by the Collateral Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds in respect of any Insurance/Condemnation Event with respect to assets of any Credit PartyEvent, the Borrower shall prepay the Borrowings Term Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that, 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 each of Parent and the Borrower to the effect that the Borrower intends to cause to, directly or through one or more of its Subsidiaries, invest such Net Insurance/Condemnation Proceeds (or a portion thereof specified in such certificate) to be reinvested within 365 days of receipt thereof in long term productive assets useful of the general type used in the business of the Borrower Holdings and the other its Subsidiaries and (unless such Net Insurance/Condemnation Proceeds were received in respect of assets owned by Subsidiary that is not a Credit Parties, Party and such reinvestment is made by such Subsidiary) that constitute Term Collateral (including through the repair repair, restoration or restoration of the property subject to such Casualty (or the replacement of the property subject to such Condemnation damaged, destroyed or Casualty) (which condemned assets, in the case of any reinvestment of the Net Proceeds of any Insurance/Condemnation Event with respect to assets constituting Collateral, shall constitute Collateral), within 365 days after the receipt of such Net Proceeds (or within 180 days following the end of such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-day period), and certifying that, as of the date thereof, that no Default or Event of Default has occurred and is continuing, in which case during Borrower may so reinvest such Net Insurance/Condemnation Proceeds within 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 (it being understood that any such Net Insurance/Condemnation Proceeds may be applied to reimburse the cost of repair, restoration or replacement of the damaged, destroyed or condemned assets following the applicable Insurance/Condemnation Event but prior to the receipt by Holdings or any of its Subsidiaries of the related Net Insurance/Condemnation Proceeds); provided further, (x) to the extent any such Insurance/Condemnation Proceeds shall be received in respect of assets owned by a Credit Party, such Net Insurance/Condemnation Proceeds may be reinvested only in assets owned by one or more Credit Parties (other than Equity Interests in Foreign Subsidiaries) and (y) any such Net Insurance/Condemnation Proceeds that are not so applied reinvested by the end of such 365-day period (as such period may be extended as set forth above) shall be applied to prepay the Borrowings Term Loans promptly upon the expiration of such period. Any amount referred to in any such certificate shall pending prepayment or reinvestment as provided in such certificate or application to prepay the Term Loan, be held as Cash or Cash Equivalents in a Deposit Account of Borrower that is subject to a Control Agreement in favor of the Collateral Agent and constitutes Term Collateral.

Insurance/Condemnation Events. Not later than the third fifth Business Day following the date of receipt by Parent the Borrower or any Restricted Subsidiary, or by the Collateral Agent as loss payee, of any Net Proceeds in respect of any Insurance/Condemnation Event with respect to assets of any Credit PartyEvent, the Borrower shall prepay the Term Borrowings in an aggregate amount equal to 100% of such Net Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, that the Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of each of Parent and the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in replacement assets (including through the repair, restoration or replacement of the damaged, destroyed or condemned assets) or other non-current assets useful in the business of the Borrower and the other Credit Parties, including through the repair Restricted Subsidiaries or restoration of the property subject to such Casualty (or the replacement of the property subject be applied to such Condemnation or Casualty) (which assetsconsummate an Acquisition permitted hereunder, in the case of any reinvestment of the Net Proceeds of any Insurance/Condemnation Event with respect to assets constituting Collateral, shall constitute Collateral)each case, within 365 days after the receipt of such Net Proceeds (or within 180 days following the end of such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-day period)Proceeds, and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, 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 any such Net Proceeds that are not so reinvested or applied by the end of such 365-day period (as or within a period of 180 days thereafter, if by the end of such initial 365‑day period may be extended as set forth abovethe Borrower or any Restricted Subsidiary shall have entered into a binding agreement with a third party to acquire such assets or to consummate an Acquisition) shall be applied to prepay the Term Borrowings promptly upon the expiration of such period. Notwithstanding the foregoing, the Borrower may use a portion of any Net Proceeds in respect of any Insurance/Condemnation Event that would otherwise be required pursuant to this Section 2.13(b) to be applied to prepay the Term Borrowings to prepay, repurchase or redeem any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness but only to the extent such Permitted Pari Passu Secured Indebtedness pursuant to the terms thereof is required to be (or is required to be offered to the holders thereof to be) prepaid, repurchased or redeemed as a result of such Insurance/Condemnation Event (with the amount of the prepayment of the Term Borrowings that would otherwise have been required pursuant to this Section 2.13(b) being reduced accordingly), provided that (i) such portion shall not exceed the product of (A) the amount of such Net Proceeds multiplied by (B) a fraction of which the numerator is the outstanding aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and the denominator is the sum of the aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and all Term Borrowings, in each case at the time of occurrence of such Insurance/Condemnation Event, and (ii) in the event the holders of such Permitted Pari Passu Secured Indebtedness shall have declined such prepayment, repurchase or redemption, the declined amount shall promptly (and in any event within 10 Business Days after the date of rejection) be applied to prepay the Term Borrowings.

Insurance/Condemnation Events. Not No later than the third Business Day following the date of receipt by Parent the Borrower or any Restricted Subsidiary, or by the Collateral Administrative Agent as loss payee, of any Net Proceeds in respect of any Insurance/Condemnation Event with respect to assets of any Credit PartyEvent, the Borrower shall prepay the Term Borrowings in an aggregate principal amount equal to such Net Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may, on or prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of the Borrower executed by an Authorized Officer of each of Parent and the Borrower to the effect that the Borrower (a) intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in long-term assets (including capital expenditures) useful in the business of the Borrower and the other Credit Parties, Subsidiaries (including through the repair repair, restoration or restoration of the property subject to such Casualty (or the replacement of the property subject to such Condemnation damaged, destroyed or Casualtycondemned assets) (which assets, in the case of any reinvestment of the Net Proceeds of any Insurance/Condemnation Event with respect to assets constituting Collateral, shall constitute Collateral), within 365 days after the receipt of such Net Proceeds or (b) intends to enter into a binding commitment within 365 days after the receipt of such Net Proceeds to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in long-term assets (including capital expenditures) useful in the business of the Borrower and the Subsidiaries (including through the repair, restoration or replacement of the damaged, destroyed or condemned assets) within 180 days following after the end of such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-365 day period), and and, in each case, certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the Borrower shall not be required to make may so reinvest such prepayment to the extent of the amount set forth in Net Proceeds within such certificateapplicable period; provided further that (i) to the extent any such Net Proceeds shall be received in respect of assets owned by a Credit Party, such Net Proceeds may be reinvested only in assets owned by a Credit Party (other than, in each case, Equity Interests in Foreign Subsidiaries) and (ii) any such Net Proceeds that are not so applied reinvested by the end of such 365-day period (as such period may be extended as set forth above) shall be applied to prepay the Term Borrowings promptly upon the expiration of such period.

Insurance/Condemnation Events. Not later than the third fifth Business Day following the date of receipt by Parent the Borrower or any Restricted Subsidiary, or by the Collateral Agent as loss payee, of any Net Proceeds in respect of any Insurance/Condemnation Event with respect to assets of any Credit PartyEvent, the Borrower shall prepay the Term Borrowings in an aggregate amount equal to 100% of such Net Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, that the Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of each of Parent and the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in replacement assets (including through the repair, restoration or replacement of the damaged, destroyed or condemned assets) or other non-current assets useful in the business of the Borrower and the other Credit Parties, including through the repair Restricted Subsidiaries or restoration of the property subject to such Casualty (or the replacement of the property subject be applied to such Condemnation or Casualty) (which assetsconsummate an Acquisition permitted hereunder, in the case of any reinvestment of the Net Proceeds of any Insurance/Condemnation Event with respect to assets constituting Collateral, shall constitute Collateral)each case, within 365 days after the receipt of such Net Proceeds (or within 180 days following the end of such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-day period)Proceeds, and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, 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 any such Net Proceeds that are not so reinvested or applied by the end of such 365-day period (as or within a period of 180 days thereafter, if by the end of such initial 365day period may be extended as set forth abovethe Borrower or any Restricted Subsidiary shall have entered into a binding agreement with a third party to acquire such assets or to consummate an Acquisition) shall be applied to prepay the Term Borrowings promptly upon the expiration of such period. Notwithstanding the foregoing, the Borrower may use a portion of any Net Proceeds in respect of any Insurance/Condemnation Event that would otherwise be required pursuant to this Section 2.13(b) to be applied to prepay the Term Borrowings to prepay, repurchase or redeem any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness but only to the extent such Permitted Pari Passu Secured Indebtedness pursuant to the terms thereof is required to be (or is required to be offered to the holders thereof to be) prepaid, repurchased or redeemed as a result of such Insurance/Condemnation Event (with the amount of the prepayment of the Term Borrowings that would otherwise have been required pursuant to this Section 2.13(b) being reduced accordingly), provided that (i) such portion shall not exceed the product of (A) the amount of such Net Proceeds multiplied by (B) a fraction of which the numerator is the outstanding aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and the denominator is the sum of the aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and all Term Borrowings, in each case at the time of occurrence of such Insurance/Condemnation Event, and (ii) in the event the holders of such Permitted Pari Passu Secured Indebtedness shall have declined such prepayment, repurchase or redemption, the declined amount shall promptly (and in any event within 10 Business Days after the date of rejection) be applied to prepay the Term Borrowings.

Insurance/Condemnation Events. Not later than the third fifth Business Day following the date of receipt by Parent the Borrower or any Restricted Subsidiary, or by the Collateral Agent as loss payee, of any Net Proceeds in respect of any Insurance/Condemnation Event with respect to assets of any Credit PartyEvent, the Borrower shall prepay the Borrowings in an aggregate amount equal to 100% of such Net ProceedsProceeds (excluding therefrom, however, in the case of any Insurance/Condemnation Event involving any ABL Priority Collateral that secures any Permitted Revolving Indebtedness at the time such Insurance/Condemnation Event occurs, the portion of such Net Proceeds attributable to the fair value of such ABL Priority Collateral (as determined reasonably and in good faith by the chief financial officer of the Borrower)); 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 each of Parent and the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in replacement assets (including through the repair, restoration or replacement of the damaged, destroyed or condemned assets) or long-term productive assets useful in the business of the Borrower and the other Credit Parties, including through Restricted Subsidiaries (provided that to the repair or restoration extent of the property fair value of any Term Priority Collateral subject to such Casualty (or the replacement of the property subject to such Condemnation or Casualty) (which assets, in the case of any reinvestment of the Net Proceeds of any Insurance/Condemnation Event with respect to (as determined reasonably and in good faith by the chief financial officer of the Borrower), the reinvestment assets constituting Collateral, shall constitute Term Priority Collateral), in each case, within 365 days after the receipt of such Net Proceeds (or within 180 days following the end of such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-day period)Proceeds, and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, 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 any such Net Proceeds that are not so applied reinvested by the end of such period (or, if by the end of such 365-day period (as the Borrower or one or more Restricted Subsidiaries shall have entered into a binding agreement with a third party to acquire such assets, within a period may be extended as set forth aboveof 180 days thereafter) shall be applied to prepay the Borrowings promptly upon the expiration of such period. Notwithstanding the foregoing, the Borrower may use a portion of any Net Proceeds in respect of any Insurance/Condemnation Event that would otherwise be required pursuant to this Section 2.14(b) to be applied to prepay the Borrowings to prepay, repurchase or redeem any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness but only to the extent such Permitted Pari Passu Secured Indebtedness pursuant to the terms thereof is required to be (or is required to be offered to the holders thereof to be) prepaid, repurchased or redeemed as a result of such Insurance/Condemnation Event (with the amount of the prepayment of the Borrowings that would otherwise have been required pursuant to this Section 2.14(b) being reduced accordingly), provided that (i) such portion shall not exceed the product of (x) the amount of such Net Proceeds multiplied by (y) a fraction of which the numerator is the outstanding aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and the denominator is the sum of the aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and all Borrowings, in each case at the time of occurrence of such Insurance/Condemnation Event, and (ii) in the event the holders of such Permitted Pari Passu Secured Indebtedness shall have declined such prepayment, repurchase or redemption, the declined amount shall promptly (and in any event within 10 Business Days after the date of rejection) be applied to prepay the Borrowings. Any amount set forth in any certificate delivered as referred to above shall, pending reinvestment or other application as provided herein, be deposited in the Term Priority Collateral Proceeds Account and shall not be commingled with any other deposit accounts or funds (with the Collateral Agent hereby agreeing to release such Net Proceeds held in the Term Priority Collateral Proceeds Account to the Borrower promptly upon request of the Borrower and delivery to the Collateral Agent of a certificate of an Authorized Officer of the Borrower to the effect that no Default or Event of Default shall have occurred and be continuing and that the Net Proceeds so released will be promptly applied in accordance with this Section 2.14(b)).

Insurance/Condemnation Events. Not later than the third Business Day following the date of receipt by Parent the Borrower or any Restricted Subsidiary, or by the Collateral Agent as loss payee, of any Net Proceeds in respect of any Insurance/Condemnation Event (other than any such Insurance/Condemnation Event or Insurance/Condemnation Events resulting, together with respect Dispositions of assets that would otherwise be required pursuant to assets of Section 2.14(a) to be applied to prepay the Term Borrowings, in Net Proceeds not exceeding $5,000,000 during any Credit PartyFiscal Year), the Borrower shall prepay the Term Borrowings in an aggregate amount equal to 100% of such Net 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 General Administrative Agent and the Term Facility Agent a certificate of an Authorized Officer of each of Parent and the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in replacement assets (including through the repair, restoration or replacement of the damaged, destroyed or condemned assets) or other non-current (to the extent that damaged or destroyed assets were non-current) assets useful in the business of the Borrower and the other Credit Parties, including through the repair its Restricted Subsidiaries or restoration of the property subject to such Casualty (or the replacement of the property subject to such Condemnation or Casualty) (which assetsin Permitted Acquisitions, in the each case of any reinvestment of the Net Proceeds of any Insurance/Condemnation Event with respect to assets constituting Collateral, shall constitute Collateral), within 365 days after the receipt of such Net Proceeds (or within 180 days following the end of such 365-day period if a binding agreement so to reinvest such Net Proceeds is entered into within such 365-day period)Proceeds, and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, 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 any such Net Proceeds that are not so applied reinvested by the end of such period (or within a period of 365 days thereafter if by the end of such initial 365-day period (as the Borrower or any of its Restricted Subsidiaries shall have entered into a binding agreement with a third party to so reinvest such period may be extended as set forth aboveNet Proceeds) shall be applied to prepay the Term Borrowings promptly upon the expiration of such period. Notwithstanding the foregoing, the Borrower may use a portion of any Net Proceeds in respect of any Insurance/Condemnation Event that would otherwise be required pursuant to this Section 2.14(b) to be applied to prepay the Term Borrowings to prepay, repurchase or redeem any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness but only to the extent such Permitted Pari Passu Secured Indebtedness pursuant to the terms thereof is required to be (or is required to be offered to the holders thereof to be) prepaid, repurchased or redeemed as a result of such Insurance/Condemnation Event (with the amount of the prepayment of the Term Borrowings that would otherwise have been required pursuant to this Section 2.14(b) being reduced accordingly), provided that (i) such portion shall not exceed the product of (A) the amount of such Net Proceeds multiplied by (B) a fraction of which the numerator is the outstanding aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and the denominator is the sum of the aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and all Term Borrowings, in each case at the time of occurrence of such Insurance/Condemnation Event, and (ii) in the event the holders of such Permitted Pari Passu Secured Indebtedness shall have declined such prepayment, repurchase or redemption, the declined amount shall promptly (and in any event within 10 Business Days after the date of rejection) be applied to prepay the Term Borrowings.