Common use of Events of Loss Clause in Contracts

Events of Loss. In the event of an Event of Loss resulting in the payment to the Company or Restricted Subsidiary of Net Loss Proceeds in excess of $25.0 million, the Company or the affected Restricted Subsidiary, as the case may be, may apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the U.S. Trustee within 90 days of such payment to the Company or any Restricted Subsidiary of Net Loss Proceeds an Officers’ Certificate certifying that the Company has applied (or will apply in accordance with anticipated contractual obligations relating to such rebuilding, repair, replacement or construction) the Net Loss Proceeds or other sources in accordance with this sentence. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this Section 4.22 will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $25.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders and to the holders of any other Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in this Indenture with respect to events of loss to purchase or repurchase the Notes and such other Permitted Additional Pari Passu Obligations with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes and such other Permitted Additional Pari Passu Obligations that may be purchased out the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents and such remaining amount shall not be added to any subsequent Excess Loss Proceeds for any purpose under this Indenture; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes and other Permitted Additional Pari Passu Obligations tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the U.S. Trustee will select the Notes and the Company or its agent shall select such other Permitted Additional Pari Passu Obligations to be purchased on a pro rata basis based on the principal amount tendered. The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Event of Loss provisions of this Indenture by virtue of any conflict.

Events of Loss. In the event of an Event of Loss resulting in the payment to the Company or Restricted Subsidiary of Net Loss Proceeds in excess of $25.0 5.0 million, the Company or the affected Restricted SubsidiarySubsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”)Loss, with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the U.S. Trustee within 90 days of such payment to the Company or any Restricted Subsidiary Event of Net Loss Proceeds an Officers’ Certificate certifying that the Company has applied (or will apply in accordance with after receipt of any anticipated contractual obligations relating to such rebuilding, repair, replacement insurance or constructionsimilar proceeds) the Net Loss Proceeds or other sources in accordance with this sentence. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this Section 4.22 4.16 will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $25.0 10.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders and to the holders of any other Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in this Indenture with respect to events of loss to purchase or repurchase the Notes and such other Permitted Additional Pari Passu Obligations with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes and such other Permitted Additional Pari Passu Obligations that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents and such remaining amount shall not be added to any subsequent Excess Loss Proceeds for any purpose under this Indenture; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes and other Permitted Additional Pari Passu Obligations tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the U.S. Trustee will select the Notes and the Company or its agent shall select such other Permitted Additional Pari Passu Obligations to be purchased on a pro rata basis based on the principal amount tendered. The Company will comply, to the extent applicable, comply with Section 3.9 in connection with any Event of Loss Offer. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Event of Loss provisions of this Indenture by virtue of any conflictsuch compliance.

Events of Loss. In the event of an Event of Loss resulting in the payment to the Company or Restricted Subsidiary of Net Loss Proceeds in excess of $25.0 5.0 million, the Company or the affected Restricted SubsidiarySubsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a Mortgage shall) (x) to the extent such Net Loss Proceeds constitute ABL Priority Collateral (as defined in the Credit Agreement), repay ABL Obligations with or reinvest such Net Loss Proceeds in accordance with the ABL Documents and (y) otherwise apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (Loss, or the “Subject Property”), cost of purchase or construction of other assets useful in the business of the Company or its Restricted Subsidiaries with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the U.S. Trustee within 90 days of such payment to the Company or any Restricted Subsidiary Event of Net Loss Proceeds an Officers’ Certificate certifying that the Company has applied (or will apply in accordance with within 365 days after receipt of any anticipated contractual obligations relating to such rebuilding, repair, replacement insurance or constructionsimilar proceeds) the Net Loss Proceeds or other sources in accordance with this sentence. Any Net Loss Proceeds that are not applied or reinvested or not permitted to be applied or reinvested as provided in the first sentence of this Section 4.22 4.16 will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $25.0 10.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders and to the holders of any other Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in this Indenture with respect to events of loss to purchase or repurchase the Notes and such other Permitted Additional Pari Passu Obligations with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes and such other Permitted Additional Pari Passu Obligations that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents and such remaining amount shall not be added to any subsequent Excess Loss Proceeds for any purpose under this Indenture; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes and other Permitted Additional Pari Passu Obligations tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the U.S. Trustee will select the Notes and the Company or its agent shall select such other Permitted Additional Pari Passu Obligations to be purchased on a pro rata basis based on the principal amount tendered, subject to adjustments to maintain authorized denominations. The Company will comply, to the extent applicable, comply with Section 3.9 in connection with any Event of Loss Offer. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Event of Loss provisions of this Indenture by virtue of any conflictsuch compliance.

Events of Loss. In the event (a) FF&E Event of an Loss. Within 360 days after any Event of Loss resulting in the payment with respect to the Company any FF&E Collateral with a fair market value (or Restricted Subsidiary of Net Loss Proceeds replacement cost, if greater) in excess of $25.0 million, 1.0 million (an "FF&E Event of Loss") the Company Partnership or the its affected Restricted Subsidiary, as the case may be, may shall apply the Net Loss Proceeds from such FF&E Event of Loss ("FF&E Loss Proceeds") to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”)FF&E, with no concurrent obligation to offer to make any purchase of any of the Notes; provided, however, that the Company Partnership or the Restricted Subsidiary, as the case may be, delivers to the U.S. Trustee within 90 days of such payment to the Company or any Restricted Subsidiary of Net Loss Proceeds an Officers’ ' Certificate certifying that the Company Partnership or the Restricted Subsidiary, as the case may be, has applied (or will apply in accordance with anticipated contractual obligations relating to such rebuilding, repair, replacement or construction) the Net available from FF&E Loss Proceeds or other sources in accordance sufficient funds to repair or rebuild such damaged or lost FF&E or replace such damaged or lost FF&E with this sentence. suitable substitute FF&E. Any Net FF&E Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence immediately preceding paragraph of this Section 4.22 will 4.11(a) shall be deemed “"Excess FF&E Loss Proceeds.” When " Within ten days following the date that the aggregate amount of Excess FF&E Loss Proceeds exceeds $25.0 5.0 million, the Company will Partnership shall make an offer (an “"FF&E Event of Loss Offer”") to all Holders and to of the holders of any other Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in this Indenture with respect to events of loss Notes to purchase or repurchase the Notes and such other Permitted Additional Pari Passu Obligations with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes and such other Permitted Additional Pari Passu Obligations that may be purchased out of the Excess FF&E Loss Proceeds. The offer price in any FF&E Event of Loss Offer will shall be equal to 100% of the principal amount plus accrued and unpaid interestInterest and Liquidated Damages, if any, to the date of purchase, and will shall be payable in cash. If any Excess FF&E Loss Proceeds remain after consummation of an FF&E Event of Loss Offer, the Company Partnership or the Restricted Subsidiary, as the case may be, may use such Excess FF&E Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents and such remaining amount shall not be added to any subsequent Excess Loss Proceeds for any purpose under this Indenture; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Collateral Documents. If the aggregate principal amount of Notes and other Permitted Additional Pari Passu Obligations tendered pursuant to an FF&E Event of Loss Offer exceeds the amount of Excess FF&E Loss Proceeds, the U.S. Trustee will shall select the Notes and the Company or its agent shall select such other Permitted Additional Pari Passu Obligations to be purchased on a pro rata basis based on the principal amount of Notes tendered. The Company will comply, to the extent applicable, with the requirements Upon completion of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an FF&E Event of Loss Offer, the amount of Excess FF&E Loss Proceeds shall be reset at zero. To Pending their final application, all FF&E Loss Proceeds shall be invested in Cash Equivalents held in an account in which the extent that Trustee has a first priority perfected security interest for the provisions benefit of any applicable the Holders of the Notes. These pledged funds and securities laws shall be released to the Partnership or regulations conflict with the Restricted Subsidiary, as the case may be, to pay for or reimburse for the actual cost of a permitted use of FF&E Loss Proceeds as provided above, or the FF&E Event of Loss provisions Offer, pursuant to the terms of the Collateral Documents. The Partnership or the Restricted Subsidiary, as the case may be, shall grant to the Trustee, on behalf of the Holders of Notes, a first priority security interest, subject to Permitted Liens, in any FF&E rebuilt, repaired, replaced or constructed with such FF&E Loss Proceeds on the terms set forth in this IndentureSection 4.11(a), the Company will comply with FF&E Collateral Intercreditor Agreement and the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Event of Loss provisions of this Indenture by virtue of any conflictCollateral Documents.

Events of Loss. In the event of an Event of Loss resulting in the payment to the Company or Restricted Subsidiary of Net Loss Proceeds in excess of $25.0 5.0 million, the Company or the affected Restricted SubsidiarySubsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a Mortgage shall) (x) to the extent such Net Loss Proceeds constitute ABL Priority Collateral (as defined in the Credit Agreement), repay ABL Obligations with or reinvest such Net Loss Proceeds in accordance with the ABL Documents, (y) to the extent such Net Loss Proceeds constitute (i) proceeds from an Event of Loss with respect to Real Property or (ii) up to 50% of Net Loss Proceeds from Events of Loss with respect to property and assets (other than Real Property) to purchase, redeem or make one or more offers to purchase Existing Senior Notes, provided that in connection with any prepayment, repayment or purchase of Debt pursuant to this sentence, the Company or such Restricted Subsidiary shall permanently retire and cancel such Existing Senior Notes or (z) otherwise apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (Loss, or the “Subject Property”), cost of purchase or construction of other assets useful in the business of the Company or its Restricted Subsidiaries with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the U.S. Trustee within 90 days of such payment to the Company or any Restricted Subsidiary Event of Net Loss Proceeds an Officers’ Certificate certifying that the Company has applied (or will apply in accordance with within 365 days after receipt of any anticipated contractual obligations relating to such rebuilding, repair, replacement insurance or constructionsimilar proceeds) the Net Loss Proceeds or other sources in accordance with this sentence. Any Net Loss Proceeds that are not applied or reinvested or not permitted to be applied or reinvested as provided in the first sentence of this Section 4.22 4.16 will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $25.0 10.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders and to the holders of any other Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in this Indenture with respect to events of loss to purchase or repurchase the Notes and such other Permitted Additional Pari Passu Obligations with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes and such other Permitted Additional Pari Passu Obligations that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents and such remaining amount shall not be added to any subsequent Excess Loss Proceeds for any purpose under this Indenture; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes and other Permitted Additional Pari Passu Obligations tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the U.S. Trustee will select the Notes and the Company or its agent shall select such other Permitted Additional Pari Passu Obligations to be purchased on a pro rata basis based on the principal amount tendered, subject to adjustments to maintain authorized denominations. The Company will comply, to the extent applicable, comply with Section 3.9 in connection with any Event of Loss Offer. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Event of Loss provisions of this Indenture by virtue of any conflictsuch compliance.

Events of Loss. In the event of an Event of Loss resulting in the payment to the Company or Restricted Subsidiary of Net Loss Proceeds in excess of $25.0 million5,000,000, the Company or of the affected Restricted SubsidiarySubsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to (i) repay First Priority Obligations and/or (ii) the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the U.S. Trustee within 90 days of such payment to the Company or any Restricted Subsidiary Event of Net Loss Proceeds an Officers’ Officer’s Certificate certifying that the Company has applied (or will apply in accordance with after receipt of any anticipated contractual obligations relating to such rebuilding, repair, replacement insurance or constructionsimilar proceeds) the Net Loss Proceeds or of other sources in accordance with this sentence. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this Section 4.22 covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $25.0 million10,000,000, the Company will make an offer (an “Event of Loss Offer”) to all Holders and to the holders of any other Permitted Additional Pari Passu Secured Obligations containing provisions similar to those set forth in this Indenture with respect to events of loss to purchase or repurchase the Notes and such other Permitted Additional Pari Passu Secured Obligations with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes and such other Permitted Additional Pari Passu Secured Obligations that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents and such remaining amount shall not be added to any subsequent Excess Loss Proceeds for any purpose under this Indenture; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes and other Permitted Additional Pari Passu Secured Obligations tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the U.S. Trustee will select the Notes and the Company or its agent shall select such other Permitted Additional Pari Passu Secured Obligations to be purchased on a pro rata basis based on the principal amount tendered. The Company will comply, to the extent applicable, comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the offer to repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will shall not be deemed to have breached its their obligations under the Event of Loss provisions of this Indenture by virtue of any conflictsuch compliance.