Common use of Mandatory Prepayment—Certain Proceeds of an Event of Loss Clause in Contracts

Mandatory Prepayment—Certain Proceeds of an Event of Loss. If during any fiscal year of the Borrower, the Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss of at least $10,000,000, not later than the fifth Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of 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, shall be applied as a mandatory prepayment of principal of FIRST, the outstanding Term Loans, with the amount of such prepayment being allocated among the Term A Loans and the Term B Loans in the same proportion as the then outstanding Term A Loans bear to the then outstanding Term B Loans, 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 or insurance on inventory 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 the above provisions. Prepayments of the Term Loans pursuant to this section 5.2(i) shall 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 and (i) the Net Cash Proceeds received in any fiscal year as a result of such Event of Loss are more than $10,000,000, (ii) no Default under section 10.1(a) or Event of Default has occurred and is continuing, (iii) the Borrower's ratio of Consolidated Total Debt 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 3.50 to 1.00, and (iv) the Borrower notifies the Administrative Agent and the Lenders in writing that it intends to rebuild or restore the affected property, and that such rebuilding or restoration can be accomplished within 18 months out of such Cash Net Proceeds and other funds available to the Borrower, THEN no such prepayment of the Loans shall be required if the 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 occurred 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 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 as provided above.

Mandatory Prepayment—Certain Proceeds of an Event of Loss. If during any fiscal year of the BorrowerCompany, the Borrower Company and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss of at least $10,000,000, not later than the fifth Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of 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, shall be applied as a mandatory prepayment of principal of FIRSTfirst, the outstanding Term Loans, with the amount of such prepayment being allocated among the Term A Loans, Term B Loans, Asset Sale Term Loans and the any Incremental Term B Loans in the same proportion as the then outstanding Term A Loans, Term B Loans, Asset Sale Term Loans and any Incremental Term Loans, as the case may be, bear to the then outstanding Term B Loans, and SECONDsecond, after no Term Loans are outstanding, the outstanding Revolving Loans; PROVIDEDprovided, that notwithstanding the foregoing, any such Net Cash Proceeds representing proceeds of business interruption insurance or insurance on inventory may instead be applied FIRSTfirst, to the principal of outstanding Revolving Loans, and SECONDsecond, after no Revolving Loans are outstanding, to the principal of Term Loans, but otherwise in accordance with the above provisions. Prepayments of the Term Loans pursuant to this section 5.2(i5.2(j) shall 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 and (i) the Net Cash Proceeds received in any fiscal year as a result of such Event of Loss are more than $10,000,000, (ii) no Default under section 10.1(a) or Event of Default has occurred and is continuing, (iii) the BorrowerCompany's ratio of Consolidated Total Debt 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 3.50 to 1.00, and (iv) the Borrower Company notifies the Administrative Agent and the Lenders in writing that it intends to rebuild or restore the affected property, and that such rebuilding or restoration can be accomplished within 18 months out of such Net Cash Net Proceeds and other funds available to the BorrowerCompany, THEN then no such prepayment of the Loans shall be required if the Borrower Company 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 occurred 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 Company 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 as provided above.

Mandatory Prepayment—Certain Proceeds of an Event of Loss. If during any fiscal year of the Borrower, the Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss of at least $10,000,0001,000,000, not later than the fifth third Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of 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, shall be applied as a mandatory prepayment of principal of FIRST, the outstanding Term Loans, with the amount of such prepayment being allocated among the Term A Loans and the Term B Loans in the same proportion as the then outstanding Term A Loans bear to the then outstanding Term B Loans, 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 or insurance on inventory 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 the above provisions. Prepayments of the Term Loans pursuant to this section 5.2(i) shall be applied to the Scheduled Repayments in inverse order of their maturityif any. Notwithstanding the foregoing, in the event any property suffers an Event of Loss and (i) the Net Cash Proceeds received in any fiscal year as a result of such Event of Loss are more than $10,000,0001,000,000, (ii) no Default under section 10.1(a) or Event of Default has occurred and is continuing, and (iii) the Borrower's ratio of Consolidated Total Debt 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 3.50 to 1.00, and (iv) the Borrower notifies the Administrative Agent and the Lenders in writing that it intends to rebuild rebuild, restore or restore replace the affected property, and that such rebuilding rebuilding, restoration or restoration replacement can be accomplished within 18 months out of such Net Cash Net Proceeds and other funds available to the Borrower, THEN no such prepayment of the Loans shall be required if the 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 occurred 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 for application to the costs of rebuilding rebuilding, restoration or restoration replacement of the affected property. Any amounts not so applied to the costs of rebuilding rebuilding, restoration or restoration replacement or as provided in section 10.3 shall be applied to the prepayment of the Loans as provided above.

Mandatory Prepayment—Certain Proceeds of an Event of Loss. If during any fiscal year of the Borrower, the Borrower and its Subsidiaries have received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss of at least $10,000,000, not later than the fifth Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of 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, shall be applied as a mandatory prepayment of principal of FIRST, the outstanding Term Loans, with the amount of such prepayment being allocated among the Term A Loans and the Term B Loans in the same proportion as the then outstanding Term A Loans bear to the then outstanding Term B Loans, 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 or insurance on inventory 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 the above provisions. Prepayments of the Term Loans pursuant to this section 5.2(i) shall be applied to the Scheduled Repayments in inverse order of their maturity. Notwithstanding the foregoing, in the event any property suffers an 25,000,000 (“Annual Event of Loss and Basket”), then if (i) the Net Cash Proceeds received in any fiscal year as a result of such Event of Loss are more than $10,000,000, (iiA) no Default under section 10.1(a) or Event of Default has occurred and is continuing, (iii) the Borrower's ratio of Consolidated Total Debt 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 3.50 to 1.00, continuing and (ivB) the Borrower notifies the Administrative Agent and the Lenders in writing that it intends to rebuild or restore the affected property, and that such rebuilding or restoration can is projected to be accomplished within 18 months out 365 days of the receipt of such Net Cash Net Proceeds and other funds available to the Borrower, THEN then no such prepayment of the Loans shall be required if the Borrower immediately deposits actually applies 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 occurred 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 for application to the costs of rebuilding rebuilding, replacing, repairing or restoration of the affected propertyproperty within such 365 day period. Any amounts 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 promptly (and in any event within five Business Days) make a prepayment of the principal in an amount equal to the portion of the Net Cash Proceeds which has not been reinvested of first, Swing Line Loans, second, after all Swing Line Loans have been paid in full, Unpaid Drawings, and third, after all Unpaid Drawings have been paid in full, Revolving Loans. Notwithstanding the foregoing, if any Event of Default occurs after the date the Borrower receives any such Cash Proceeds from any Event of Loss, 100% of the Net Cash Proceeds received in excess of the Annual Event of Loss Basket (to the extent not applied to the costs of rebuilding rebuilding, replacing, repairing or restoration or as provided restoring the affected property prior to such Event of Default) in section 10.3 any fiscal year from any Events of Loss, shall be applied to the as a mandatory prepayment of the principal of first, Swing Line Loans, second, after all Swing Line Loans as provided abovehave been paid in full, Unpaid Drawings, and third, after all Unpaid Drawings have been paid in full, Revolving Loans.