Common use of Mandatory Prepayment Upon Recovery Event Clause in Contracts

Mandatory Prepayment Upon Recovery Event. From and after the Closing Date, within ten (10) Business Days following each date on which Company or any other Loan Party receives any Net Insurance/Condemnation Proceeds from any Recovery Event, except to the extent that the Net Proceeds of such Recovery Event, when combined with the Net Proceeds of all such Recovery Events, do not exceed $250,000,000 on or after the Closing Date (the “Excluded Recovery Event Amount”), the Borrowers shall prepay the Term Loans in an amount equal to the remainder of (such amount to not be less than zero) (1) the lesser of (A) the portion of the Net Insurance/Condemnation Proceeds permitted to be applied to the Loans under the terms of the Intercreditor Agreement and (B) the aggregate amount of Term Loans outstanding, minus (2) the Excluded Recovery Event Amount; provided that any such Net Insurance/Condemnation Proceeds therefrom in excess of the Excluded Recovery Event Amount shall not be required to be so applied on such date to the extent that (A) no Loan Party would be obligated to make an offer to purchase any Indebtedness if such Net Insurance/Condemnation Proceeds in excess of the Excluded Recovery Event Amount were not used to repay Term Loans and (B) no Event of Default under Section 10.1(a), Section 10.1(c) (solely for failure to comply with Section 9.1) or Section 10.1(i) then exists and is continuing and such Loan Party uses such Net Proceeds in excess of the Excluded Recovery Event Amount to make Investments in Restricted Subsidiaries, purchase assets or reinvest in the business of Company and its Restricted Subsidiaries within 365 days of the date on which Company or any Loan Party receives such Net Insurance/Condemnation Proceeds in excess of the Excluded Recovery Event Amount (or if such Net Insurance/Condemnation Proceeds are contractually committed to be used within 365 days after the date of such Recovery Event, within 180 days after the end of such 365-day period); and, provided, further, that:

Mandatory Prepayment Upon Recovery Event. From and after the Closing Date, within Within ten (10) Business Days days following each date on which Company Borrower or any other Loan Party of its Subsidiaries receives any Net Insurance/Condemnation Proceeds proceeds from any Recovery Event, except to the extent that the Net Proceeds of such Recovery Event, when combined with the Net Proceeds of all such Recovery Events, do not exceed $250,000,000 on or after the Closing Date (the “Excluded Recovery Event Amount”), the Borrowers shall prepay the Term Loans in an amount equal to 100% of the remainder proceeds of such Recovery Event (net of reasonable costs and taxes incurred in connection with such amount to not Recovery Event) shall be less than zero) applied as a mandatory repayment of the Obligations as provided in Section 4.5, provided that (1) so long as no Event of Default or Unmatured Event of Default then exists, if the lesser of (A) the portion of the Net Insurance/Condemnation Proceeds permitted net proceeds from any Recovery Event are less than $5,000,000, then no prepayment shall be required pursuant to be applied to the Loans under the terms of the Intercreditor Agreement this Section 4.4(g), and (B) the aggregate amount of Term Loans outstanding, minus (2) so long as no Event of Default or Unmatured Event of Default then exists, with respect to any single or series of related Recovery Events the Excluded Recovery Event Amount; provided that any net proceeds therefrom which are equal to or greater than $5,000,000 but less than $25,000,000, such Net Insurance/Condemnation Proceeds therefrom in excess of the Excluded Recovery Event Amount proceeds shall not be required to be so applied on such date to the extent that (Ax) no Loan Party would Borrower has delivered a certificate to the Agent on or prior to such date stating that such proceeds shall be obligated used to make replace or restore any properties or assets in respect of which such proceeds were paid within 365 days following the date of the receipt of such proceeds (which certificate shall set forth the estimates of the proceeds to be so expended) and (y) such proceeds are deposited in an offer escrow account with the Agent for the benefit of the Secured Parties (the "Recovery Event Escrow Account"), from which escrow account amounts may be withdrawn only to purchase repay the Obligations or to be used for the purposes described in clause (x) above, provided, further, that (i) if the amount of such proceeds from any Indebtedness if such Net Insurance/Condemnation Proceeds single or series of related Recovery Events exceeds $25,000,000, then the entire amount and not just the portion in excess of $25,000,000 shall be applied as a mandatory repayment of the Excluded Recovery Event Amount were not used to repay Term Loans and (B) no Event of Default under Obligations as provided above in this Section 10.1(a4.4(g), Section 10.1(c(ii) (solely for failure if all or any portion of such proceeds not required to comply with Section 9.1) or Section 10.1(i) then exists and is continuing and such Loan Party uses such Net Proceeds in excess be applied to the repayment of the Excluded Recovery Event Amount Obligations pursuant to make Investments in Restricted Subsidiaries, purchase assets the first proviso of this Section 4.4(g) are not so used (or reinvest in the business of Company and its Restricted Subsidiaries contractually committed to be used) within 365 days after the day of the date receipt of such proceeds, such remaining portion shall be applied on which Company the last day of such period as a mandatory repayment of the Obligations as provided in this Section 4.4(g) and (iii) if all or any Loan Party receives portion of such Net Insurance/Condemnation Proceeds proceeds are not required to be applied on the 365th day referred to in excess of the Excluded Recovery Event Amount clause (or if ii) above because such Net Insurance/Condemnation Proceeds are amount is contractually committed to be used within 365 days after and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such Recovery Event, within 180 days after termination or expiration as a mandatory repayment of the end of such 365-day periodObligations as provided in this Section 4.4(g); and, provided, further, that:.

Mandatory Prepayment Upon Recovery Event. From and after the Closing Date, within ten Within two (102) Business Days following each date on which Company Borrower or any other Loan Party of its Restricted Subsidiaries receives any Net Insurance/Condemnation Proceeds proceeds from any Recovery Event, except to the extent that the Net Proceeds Borrower shall apply a portion of such proceeds of such Recovery Event, when combined Event (net of taxes and reasonable costs incurred in connection with the Net Proceeds of all such Recovery Events, do not exceed $250,000,000 on or after the Closing Date (the “Excluded Recovery Event Amount”), the Borrowers shall prepay Event) as a mandatory prepayment of principal of the Term Loans B Loans, applied in the manner set forth in Section 4.3, in an amount equal to the remainder greater of (i) the Term B Loan Ratable Share of such proceeds and (ii) 100% of such proceeds less the amount of the applicable Required Note Offer Amount Proceeds relating to such Recovery Event and, with respect to any Required Note Offer Amount Proceeds, Borrower shall apply such amounts in accordance with the Senior Secured Notes Indenture; provided, further, however, that, to the extent the Senior Secured Notes Indenture requires that an offer to purchase Senior Secured Notes be made, Borrower shall, on the Business Day following the last day for acceptance of such offer, apply the amount, if any, of such offer which is not be less than zero) accepted by the holders of the Senior Secured Notes to prepay Term B Loans; provided that (1) so long as no Event of Default then exists, if the lesser net proceeds from any single or series of (A) the portion of the Net Insurance/Condemnation Proceeds permitted related Recovery Events are less than $5,000,000, then no prepayment shall be required pursuant to be applied to the Loans under the terms of the Intercreditor Agreement this Section 4.2(h), and (B) the aggregate amount of Term Loans outstanding, minus (2) so long as no Event of Default then exists, with respect to any single or series of related Recovery Events the Excluded Recovery Event Amount; provided that any net proceeds therefrom which are equal to or greater than $5,000,000 but less than 10% of net property, plant or equipment as set forth on the most recently delivered quarterly financial statements of Borrower (the “Threshold”), such Net Insurance/Condemnation Proceeds therefrom in excess of the Excluded Recovery Event Amount proceeds shall not be required to be so applied on such date to the extent that (Ax) no Loan Party would Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be obligated to make an offer to purchase any Indebtedness if such Net Insurance/Condemnation Proceeds in excess of the Excluded Recovery Event Amount were not used to repay Term Loans and (B) no Event replace or restore any properties or assets in respect of Default under Section 10.1(a), Section 10.1(c) (solely for failure to comply with Section 9.1) or Section 10.1(i) then exists and is continuing and which such Loan Party uses such Net Proceeds in excess of the Excluded Recovery Event Amount to make Investments in Restricted Subsidiaries, purchase assets or reinvest in the business of Company and its Restricted Subsidiaries proceeds were paid within 365 days of the date on which Company or any Loan Party receives such Net Insurance/Condemnation Proceeds in excess of the Excluded Recovery Event Amount (or if such Net Insurance/Condemnation Proceeds are contractually committed to be used within 365 days after following the date of such Recovery Event, within 180 days after the end receipt of such 365-day periodproceeds (which certificate shall set forth the estimates of the proceeds to be so expended); and, provided, further, that:

Mandatory Prepayment Upon Recovery Event. From and after the Closing Date, within Within ten (10) Business Days days following each date on which Company Borrower or any other Loan Party of its Subsidiaries receives any Net Insurance/Condemnation Proceeds proceeds from any Recovery Event, except to the extent that the Net Proceeds of such Recovery Event, when combined with the Net Proceeds of all such Recovery Events, do not exceed $250,000,000 on or after the Closing Date (the “Excluded Recovery Event Amount”), the Borrowers shall prepay the Term Loans in an amount equal to 100% of the remainder proceeds of such Recovery Event (net of reasonable costs and taxes incurred in connection with such amount to not Recovery Event) shall be less than zero) applied as a mandatory repayment of principal of the Term Loans, provided that (1) so long as no Event of Default or Unmatured Event of Default then exists, if the lesser of (A) the portion of the Net Insurance/Condemnation Proceeds permitted net proceeds from any Recovery Event are less than $5,000,000, then no prepayment shall be required pursuant to be applied to the Loans under the terms of the Intercreditor Agreement this Section 4.4(g), and (B) the aggregate amount of Term Loans outstanding, minus (2) so long as no Event of Default or Unmatured Event of Default then exists, with respect to any single or series of related Recovery Events the Excluded Recovery Event Amount; provided that any net proceeds therefrom which are equal to or greater than $5,000,000 but less than $25,000,000, such Net Insurance/Condemnation Proceeds therefrom in excess of the Excluded Recovery Event Amount proceeds shall not be required to be so applied on such date to the extent that (Ax) no Loan Party would Borrower has delivered a certificate to the Agent on or prior to such date stating that such proceeds shall be obligated used to make replace or restore any properties or assets in respect of which such proceeds were paid within 365 days following the date of the receipt of such proceeds (which certificate shall set forth the estimates of the proceeds to be so expended) and (y) such proceeds are deposited in an offer escrow account with the Agent for the benefit of the Secured Parties (the "Recovery Event Escrow Account"), from which escrow account amounts may be withdrawn only to purchase repay the Loans or to be used for the purposes described in clause (x) above, provided, further, that (i) if the amount of such proceeds from any Indebtedness if such Net Insurance/Condemnation Proceeds single or series of related Recovery Events exceeds $25,000,000, then the entire amount and not just the portion in excess of the Excluded Recovery Event Amount were not used to repay $25,000,000 shall be applied as a mandatory repayment of Term Loans and (B) no Event of Default under as provided above in this Section 10.1(a4.4(g), (ii) if all or any portion of such proceeds not required to be applied to the repayment of Term Loans pursuant to the first proviso of this Section 10.1(c4.4(g) are not so used (solely for failure or contractually committed to comply with Section 9.1be used) or Section 10.1(i) then exists and is continuing and such Loan Party uses such Net Proceeds in excess of the Excluded Recovery Event Amount to make Investments in Restricted Subsidiaries, purchase assets or reinvest in the business of Company and its Restricted Subsidiaries within 365 days after the day of the date receipt of such proceeds, such remaining portion shall be applied on which Company the last day of such period as a mandatory repayment of principal of the Term Loan as provided in this Section 4.4(g) and (iii) if all or any Loan Party receives portion of such Net Insurance/Condemnation Proceeds proceeds are not required to be applied on the 365th day referred to in excess of the Excluded Recovery Event Amount clause (or if ii) above because such Net Insurance/Condemnation Proceeds are amount is contractually committed to be used within 365 days after and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such Recovery Event, within 180 days after termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.4(g). Revolving Loans prepaid pursuant to this Section 4.4(g) may be subject to reborrowing prior to the end of such 365-day period); and, provided, further, that:Revolving Termination Date.

Mandatory Prepayment Upon Recovery Event. From and after the Closing Date, within ten (10) Business Days following each date on which Company If Borrower or any other Loan Party receives any Net Insurance/Condemnation Proceeds of its Subsidiaries receives, directly or indirectly, proceeds from any a Recovery Event, except then, to the extent such proceeds (net of reasonable costs and taxes incurred in connection with such Recovery Event), together with the proceeds of all other Recovery Events received by Borrower and its Subsidiaries in the previous twelve months, exceed $2,000,000 ("Excess Recovery Event Proceeds"), the Revolving Commitments shall be permanently reduced (on a pro rata basis in proportion to the then outstanding Total Commitment) by the amount of such Excess Recovery Event Proceeds. Notwithstanding the foregoing, Borrower and its Subsidiaries shall not be required to apply Excess Recovery Event Proceeds of up to $50,000,000 received in any twelve-month period as set forth in the preceding sentence to the extent that (i) no Event of Default or Unmatured Event of Default exists on the Net Proceeds date(s) of receipt of such Excess Recovery EventEvent Proceeds, when combined (ii) Borrower complies with, and causes its Subsidiaries to comply with, the provisions of Section 7.12 with respect to the Net assets referred to in clause (iii) below and (iii) Borrower uses such Excess Recovery Event Proceeds to rebuild or purchase replacement assets to be used in the business of all Borrower and its Subsidiaries within 365 days following such date(s) and Borrower uses any Excess Recovery Events, do not exceed $250,000,000 Event Proceeds received in respect of Collateral to rebuild or purchase replacement assets that will constitute Collateral on or and after the Closing Date (the “Excluded date of obtaining such replacement assets; provided, however, that if all or any portion of such Excess Recovery Event Amount”Proceeds not so applied to the prepayment of the Loans (resulting in a corresponding reduction in the Revolving Commitments) are not so used (or contractually committed to be used) within such 365-day period, such Excess Recovery Event Proceeds or portion thereof shall be applied on the last day of such period to repay Loans and cash collateralize LC Obligations (in the manner set forth in Section 4.4(a)), and the Borrowers Revolving Commitments shall prepay the Term Loans in be permanently reduced by an amount equal to the remainder of (such amount to not be less than zero) (1) the lesser of (A) the portion of the Net Insurance/Condemnation Proceeds permitted to be applied to the Loans under the terms of the Intercreditor Agreement and (B) the aggregate amount of Term Loans outstanding, minus (2) the Excluded Excess Recovery Event Amount; provided that any such Net Insurance/Condemnation Proceeds therefrom or portion thereof. In addition, if Borrower and its Subsidiaries receive Excess Recovery Event Proceeds in excess of the Excluded $50,000,000 in any twelve-month period, such Excess Recovery Event Amount Proceeds shall not be required to be so applied on such date as set forth in the first sentence of this Section 4.4(c) to the extent that (A) no Loan Party would be obligated to make an offer to purchase any Indebtedness if such Net Insurance/Condemnation Proceeds in excess of the Excluded Recovery Event Amount were not used to repay Term Loans and (Bi) no Event of Default under Section 10.1(a)or Unmatured Event of Default exists on the date(s) of receipt of such Excess Recovery Event Proceeds, Section 10.1(c(ii) Borrower promptly submits to Administrative Agent and the Lenders a detailed reinvestment plan (solely a "Reinvestment Plan") providing for failure to comply with Section 9.1) or Section 10.1(i) then exists and is continuing and the reinvestment of such Loan Party uses such Net Excess Recovery Event Proceeds in excess of the Excluded Recovery Event Amount replacement assets to make Investments in Restricted Subsidiaries, purchase assets or reinvest be used in the business of Company Borrower and its Restricted Subsidiaries, and such plan is approved by the Required Lenders (with such conditions and other terms as the Required Lenders require) and (iii) Borrower complies with, and causes its Subsidiaries within 365 days to comply with, the provisions of Section 7.12 with respect to any such assets, complies with the Reinvestment Plan and complies with any other terms and conditions imposed by the Required Lenders in connection with their approval of the date on which Company Reinvestment Plan; provided, however, that if all or any Loan Party receives portion of such Net Insurance/Condemnation Excess Recovery Event Proceeds in excess not so applied to the prepayment of the Excluded Loans (resulting in a corresponding reduction in the Revolving Commitments) are not used in accordance with the terms of the Reinvestment Plan within any period specified in the Reinvestment Plan, such Excess Recovery Event Amount (Proceeds or if such Net Insurance/Condemnation Proceeds are contractually committed to portion thereof shall be used within 365 days after applied on the date last day of such period to repay Loans and cash collateralize LC Obligations (in the manner set forth in Section 4.4(a)), and the Revolving Commitments shall be permanently reduced by an amount equal to such Excess Recovery Event, within 180 days after Event Proceeds or portion thereof. All prepayments pursuant to this Section 4.4(c) shall be applied in the end of such 365-day period); and, provided, further, that:manner set forth in Section 4.5. 4.5