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 date on Subject to Section 2.05(b)(vi) below, to the extent of Net Cash Proceeds received in connection with a Recovery Event which are in excess of $50,000,000 in the aggregate in any fiscal year and which are not applied to repair, replace or after relocate damaged property or to purchase or acquire fixed or capital assets in replacement of the Closing Date upon which assets lost or destroyed, the Borrower shall prepay the Term Loans in an aggregate amount equal to one hundred percent (100%) of such Net Cash Proceeds by the fifth (5th) Business Day following receipt of such Net Cash Proceeds (such prepayment to be applied as set forth in clause (viii) below); provided that if (1) the Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent at the time of receipt thereof setting forth the Borrower’s intent to reinvest such proceeds in long-term assets useful in the business of 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 Subsidiary within eighteen (518) 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 months of the receipt of such net cash proceeds and (which 2) no Payment Default or Bankruptcy Default shall have occurred and be continuing at the time of such certificate shall set forth or at the estimates proposed time of the net cash proceeds to be so expended), and provided further, that if all or any portion application of such net cash proceeds, such proceeds shall not be required to be so applied pursuant to prepay the Term Loans or for such other purposes specified above except to the preceding proviso extent such proceeds are not so used reinvested within 365 days after such eighteen (18) month period (or in the date case of the a binding commitment in respect of an application within such eighteen (18) months, twenty-four (24) months of receipt of such net cash proceeds (Net Cash Proceeds); provided further that if such Net Cash Proceeds have not been reinvested or such earlier date, if any, as committed to be reinvested within the Borrower or the applicable Subsidiary determines not to reinvest the net cash proceeds relating to such Recovery Event as time periods set forth above), such remaining portion the Borrower shall be applied on required to prepay the last day of Term Loans with such period (Net Cash Proceeds or apply 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 Net Cash Proceeds for such 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 thereafterpurposes specified above.

Recovery Events. On In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.04, within 10 days following each date on or after the Closing Initial Borrowing 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 (other than Recovery Events where the aggregate during any fiscal yearNet Insurance Proceeds therefrom do not exceed $1,000,000), an amount equal to the Bank Facility Mandatory Prepayment Amount of 100% of the net cash proceeds Net Insurance Proceeds from such Recovery Event shall be paid and applied by the date that is five (5) Business Days following within such date 10 day period as a mandatory repayment and/or commitment reduction in accordance with the requirements of the LoansSections 4.04(i) and (j); provided, however, that so long as that: (i) If no Event of Default then exists and such Net Insurance Proceeds do not exceed $5,000,000, such Net Insurance Proceeds shall not be required to be so applied within such 10 day period to the extent that the Borrower has delivered a certificate to the Administrative Agent on within such date 10 day period a Notice of Recovery Event stating that such net cash proceeds Net Insurance 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 Net Insurance Proceeds were paid within 365 270 days following the date of the receipt of such net cash proceeds Net Insurance Proceeds (which certificate shall set forth the estimates of the net cash proceeds Net Insurance Proceeds to be so expended), provided, that if there exists a Default (but no Event of Default) on such 10th day, notwithstanding the prior delivery of the Notice of Recovery Event, the aforementioned amount shall be so paid and provided applied on the date (if any) that such Default becomes an Event of Default; and (ii) If no Event of Default then exists and if (A) the amount of such Net Insurance Proceeds exceeds $5,000,000, (B) the amount of such Net Insurance Proceeds, together with other amounts permitted (after taking into account all prior Capital Expenditures) to be spent by the Borrower on Capital Expenditures during the relevant period pursuant to Section 9.07, equals at least 100% of the cost of replacement or restoration of the properties or assets in respect of which such Net Insurance Proceeds were paid as determined by the Borrower and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Administrative Agent may reasonably request, (C) the Borrower has delivered to the Administrative Agent a Notice of Recovery Event certifying the Borrower’s determination as required by preceding clause (B) and certifying the sufficiency of the Borrower’s remaining unimpaired sources of liquidity or revenue (including, if relevant, business interruption insurance as required by the succeeding clause (D)), and (D) the Borrower has delivered to the Administrative Agent such evidence as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent establishing that the Borrower has sufficient remaining unimpaired sources of revenue (including business interruption insurance) and that the Borrower will receive payments thereunder in such amounts and at such times as are necessary to satisfy all obligations and expenses of the Borrower (including all debt service requirements, including pursuant to this Agreement and the Senior Notes), without any delay or extension thereof, for the period from the date of the respective casualty, condemnation or other event giving rise to the Recovery Event and continuing through the completion of the replacement or restoration of respective properties or assets; then the entire amount of the Net Insurance Proceeds of such Recovery Event otherwise payable pursuant to this subsection (h)(ii), and not just the portion in excess of $5,000,000, shall be deposited with the Collateral Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent whereby such Net Insurance Proceeds shall be disbursed to the Borrower from time to time as needed to pay actual costs incurred by it in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be reasonably established by the Administrative Agent), it being understood and agreed that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent and the Collateral Agent (in which case the Collateral Agent shall, and is hereby authorized by the Borrower to, follow said directions) to, apply any or all proceeds then on deposit in such cash collateral account to the repayment of Secured Obligations as and when they become due and payable in accordance with the requirements of the Security Agreement, and provided, further, that if all or any portion of such net cash proceeds Net Insurance Proceeds not required to be so applied pursuant to the preceding proviso (whether pursuant to clause (i) or (ii) thereof) are not so used within 365 270 days after the date of the receipt of such net cash proceeds Net Insurance Proceeds (or such earlier date, if any, as the Borrower or the applicable relevant Subsidiary determines not to reinvest the net cash proceeds Net Insurance 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)(iii4.04(h) 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 All replacement assets shall be limited promptly become subject to the amount of perfected, first priority Senior Creditor Liens, to the net cash proceeds of extent the asset(s) subject to such Recovery Event that SWY is permitted to distribute directly or indirectly to the Borrower were required pursuant to the terms of its Organization the Credit Documents and the SWY Credit Agreement at the time to be subject to such net cash proceeds are received or at any time thereafterLiens.

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.