Common use of Recovery Events Clause in Contracts

Recovery Events. On each date on or after the Closing Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any Recovery Event in excess of $2,500,000 in the aggregate during any fiscal year, an amount equal to 100% of the net cash proceeds from such Recovery Event shall be applied by the date that is five (5) Business Days following such date as a mandatory repayment of the Loans; provided, however, that so long as no Event of Default then exists and the Borrower has delivered a certificate to the Administrative Agent on such date stating that such net cash proceeds shall be used to purchase properties or assets to be used in the business of SWY or its Subsidiaries or to replace or restore any properties or assets used by the Borrower or its Subsidiaries (and, for the avoidance of doubt, no such net cash proceeds shall be used for Restricted Payments or for Investments in current assets) in respect of which such net cash proceeds were paid within 365 days following the date of the receipt of such net cash proceeds (which certificate shall set forth the estimates of the net cash proceeds to be so expended), and provided further, that if all or any portion of such net cash proceeds not required to be so applied pursuant to the preceding proviso are not so used within 365 days after the date of the receipt of such net cash proceeds (or such earlier date, if any, as the Borrower or the applicable Subsidiary determines not to reinvest the net cash proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.05(b)(iii) without regard to the immediately preceding proviso. Notwithstanding any other provisions in this Section 2.05(b), until the Discharge of SWY Credit Agreement has occurred, mandatory prepayments of Loans required under this Section 2.05(b)(iii) with respect to any Recovery Event with respect to SWY or any of its Subsidiaries shall be limited to the amount of the net cash proceeds of such Recovery Event that SWY is permitted to distribute directly or indirectly to the Borrower pursuant to the terms of its Organization Documents and the SWY Credit Agreement at the time such net cash proceeds are received or at any time thereafter.

Recovery Events. On each Not later than the fifth Business Day following the date on or after of receipt by the Closing Date upon which the Borrower Company or any other Group Member, or by the Administrative Agent as loss payee, of its Subsidiaries receives any cash proceeds from Net Cash Proceeds in respect of any Recovery Event, the Company shall prepay the Term Borrowings in an aggregate amount equal to such Net Cash Proceeds; provided that, so long as no Default or Event in excess of $2,500,000 in Default shall have occurred and be continuing, the aggregate during any fiscal yearCompany may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Responsible Officer of the Company to the effect that the Company intends to cause an amount equal to 100% such Net Cash Proceeds (or a portion thereof specified in such certificate) to be reinvested in long-term productive assets of the net cash proceeds from such Recovery Event shall be applied by the date that is five (5) Business Days following such date as a mandatory repayment of the Loans; provided, however, that so long as no Event of Default then exists and the Borrower has delivered a certificate to the Administrative Agent on such date stating that such net cash proceeds shall be used to purchase properties or assets to be general type used in the business of SWY the Company and the other Group Members (including through the repair, restoration or its Subsidiaries replacement of the damaged, destroyed or to replace or restore any properties or assets used by the Borrower or its Subsidiaries (and, for the avoidance of doubt, no such net cash proceeds shall be used for Restricted Payments or for Investments in current condemned assets) in respect of which such net cash proceeds were paid within 365 days following the date of the receipt of such net cash proceeds (which certificate shall set forth the estimates of the net cash proceeds to be so expended), and provided further, that if all or any portion of such net cash proceeds not required to be so applied pursuant to the preceding proviso are not so used within 365 days after the date of the receipt of such net cash Net Cash 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 Company shall not be required to make such prepayment to the extent of the amount set forth in such certificate; provided further that any amount equal to such Net Cash Proceeds that are not so reinvested by the end of such period shall be applied to prepay the Term Borrowings promptly upon the expiration of such period. Any amount set forth in any such certificate shall, pending reinvestment or application to make a prepayment as provided in this Section 2.13(b), be, at the option of the Company, (i) held in a Deposit Account of the Company that is subject to a Control Agreement in favor of the Collateral Agent or (ii) 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 Borrowers other than Borrowings the proceeds of which are promptly reinvested or applied to make a prepayment as provided in this Section 2.13(b)). Notwithstanding the foregoing, (A) no prepayment of the Term Borrowings shall be required pursuant to this Section 2.13(b) to the extent such Net Cash Proceeds constitute the proceeds of any Recovery Event in respect of DOE Assets and are applied to prepay a Permitted DOE Facility and (B) any Net Cash Proceeds required to be applied to Term Borrowings pursuant to this Section 2.13(b) shall be applied ratably among the Term Loans and, to the extent required by the terms of the Permitted DOE Facility or such earlier dateany Permitted Additional First Lien Debt then outstanding, the principal amount of the DOE Pari Passu Amount, if any, as then outstanding and secured by the Borrower Liens created under the Collateral Documents or the applicable Subsidiary determines not to reinvest the net cash proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day principal amount of such period (or such earlier datePermitted Additional First Lien Debt then outstanding, as the case may be) as provided above in , and the prepayment of the Term Borrowings required pursuant to this Section 2.05(b)(iii2.13(b) without regard to the immediately preceding proviso. Notwithstanding any other provisions in this Section 2.05(b), until the Discharge of SWY Credit Agreement has occurred, mandatory prepayments of Loans required under this Section 2.05(b)(iii) with respect to any Recovery Event with respect to SWY or any of its Subsidiaries shall be limited to the amount of the net cash proceeds of such Recovery Event that SWY is permitted to distribute directly or indirectly to the Borrower pursuant to the terms of its Organization Documents and the SWY Credit Agreement at the time such net cash proceeds are received or at any time thereafterreduced accordingly.

Recovery Events. On each Not later than the fifth Business Day following the date on or after of receipt by the Closing Date upon which the Borrower Company or any other Group Member, or by the Administrative Agent as loss payee, of its Subsidiaries receives any cash proceeds from Net Cash Proceeds in respect of any Recovery Event, the Company shall prepay the Borrowings in an aggregate amount equal to such Net Cash Proceeds; provided that, so long as no Default or Event in excess of $2,500,000 in Default shall have occurred and be continuing, the aggregate during any fiscal yearCompany may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Responsible Officer of the Company to the effect that the Company intends to cause an amount equal to 100% such Net Cash Proceeds (or a portion thereof specified in such certificate) to be reinvested in long-term productive assets of the net cash proceeds from such Recovery Event shall be applied by the date that is five (5) Business Days following such date as a mandatory repayment of the Loans; provided, however, that so long as no Event of Default then exists and the Borrower has delivered a certificate to the Administrative Agent on such date stating that such net cash proceeds shall be used to purchase properties or assets to be general type used in the business of SWY the Company and the other Group Members (including through the repair, restoration or its Subsidiaries replacement of the damaged, destroyed or to replace or restore any properties or assets used by the Borrower or its Subsidiaries (and, for the avoidance of doubt, no such net cash proceeds shall be used for Restricted Payments or for Investments in current condemned assets) in respect of which such net cash proceeds were paid within 365 days following the date of the receipt of such net cash proceeds (which certificate shall set forth the estimates of the net cash proceeds to be so expended), and provided further, that if all or any portion of such net cash proceeds not required to be so applied pursuant to the preceding proviso are not so used within 365 days after the date of the receipt of such net cash proceeds (or such earlier dateNet Cash Proceeds, if anyand certifying that, as of the Borrower date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the applicable Subsidiary determines Company shall not be required to reinvest make such prepayment to the net cash proceeds relating extent of the amount set forth in such certificate; provided further that any amount equal to such Recovery Event as set forth above), Net Cash Proceeds that are not so reinvested by the end of such remaining portion period shall be applied on to prepay the last day Borrowings promptly upon the expiration of such period period. Any amount set forth in any such certificate shall, pending reinvestment or application to make a prepayment as provided in this Section 2.13(b), be, at the option of the Company, (i) held in a Deposit Account of the Company that is subject to a Control Agreement in favor of the Collateral Agent or (ii) applied to prepay outstanding revolving loans under the Existing Credit Agreement or any Replacement Facility (in which case an amount of the revolving commitments under the Existing Credit Agreement or such earlier dateReplacement Facility equal to the amount of the proceeds so applied shall be restricted and not available for credit extensions under the Existing Credit Agreement or such Replacement Facility other than for borrowings thereunder the proceeds of which are promptly reinvested or applied to make a prepayment as provided in this Section 2.13(b)). Notwithstanding the foregoing, any Net Cash Proceeds required to be applied to Borrowings pursuant to this Section 2.13(b) shall be applied ratably among the Loans and, to the extent required by the terms of the Existing Credit Agreement, any Replacement Facility or any Permitted Additional First Lien Debt then outstanding, the principal amount of Indebtedness under the Existing Credit Agreement, such Replacement Facility and/or such Permitted Additional First Lien Debt then outstanding, as the case may be) as provided above in , and the prepayment of the Borrowings required pursuant to this Section 2.05(b)(iii2.13(b) without regard to the immediately preceding proviso. Notwithstanding any other provisions in this Section 2.05(b), until the Discharge of SWY Credit Agreement has occurred, mandatory prepayments of Loans required under this Section 2.05(b)(iii) with respect to any Recovery Event with respect to SWY or any of its Subsidiaries shall be limited to the amount of the net cash proceeds of such Recovery Event that SWY is permitted to distribute directly or indirectly to the Borrower pursuant to the terms of its Organization Documents and the SWY Credit Agreement at the time such net cash proceeds are received or at any time thereafterreduced accordingly.