Common use of Casualty Insurance/Condemnation Proceeds Clause in Contracts

Casualty Insurance/Condemnation Proceeds. Upon receipt by Company ---------------------------------------- or any of its Restricted Subsidiaries of any insurance proceeds other than from business interruption insurance, (a) so long as no Event of Default shall have occurred and be continuing, Company shall, or shall cause one or more of its Restricted Subsidiaries to, promptly and diligently apply such Net Asset Sale Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Asset Sale Proceeds were received or, to the extent not so applied or in the process of being so applied, to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a); provided -------- that if the aggregate amount of Net Asset Sale Proceeds received by Company or any of its Restricted Subsidiaries in respect of any covered loss exceeds $10,000,000, Company shall deliver such Net Asset Sale Proceeds to Administrative Agent to be held and disbursed by Administrative Agent in accordance with clause (b)(2) of subsection 6.4(C)(iii), and (b) if an Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a). In the event that after receipt of any such insurance proceeds an Event of Default occurs, then so long as such Event of Default is continuing, Company shall cease using such Net Asset Sale Proceeds to pay or reimburse the costs of repairing, restoring or replacing any such assets and, in the event that such Event of Default is not cured or waived within 15 days after the occurrence thereof, Company shall apply an amount equal to such unexpended Net Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a).

Casualty Insurance/Condemnation Proceeds. Upon Within ten Business ---------------------------------------- Days of receipt by Company ---------------------------------------- or any of its Restricted Subsidiaries of any insurance proceeds Net Insurance/Condemnation Proceeds other than from business interruption insurance, (a) so long as no Event of Default shall have occurred and be continuingcontinuing and so long as the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds received from the Closing Date to the date of determination does not exceed $25,000,000, Company may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of 113 such Net Insurance/Condemnation Proceeds (the "Proposed Insurance Reinvestment Proceeds") that Company or such Subsidiary intends to use (or enter into a contract to use) within 270 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or to reinvest in Eligible Assets and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Restricted Subsidiaries to, promptly and diligently apply such Net Asset Sale Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Asset Sale Proposed Insurance Reinvestment Proceeds were received or to reinvestment in Eligible Assets or, to the extent the aggregate amount of Net Asset Proceeds and Net Insurance/Condemnation Proceeds received from the Closing Date to the date of determination exceed $5,000,000 and are not so applied or in the process of being so applied, to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a); provided -------- that if the aggregate amount of Net Asset Sale Proceeds received by Company or any of its Restricted Subsidiaries in respect of any covered loss exceeds $10,000,000, Company shall deliver such Net Asset Sale Proceeds to Administrative Agent to be held and disbursed by Administrative Agent in accordance with clause (b)(2) of subsection 6.4(C)(iii2.4B(iii)(b), and (b) if an Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Asset Sale Insurance/ Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a). In the event that after receipt of any such insurance proceeds an Event of Default occurs, then so long as such Event of Default is continuing, Company shall cease using such Net Asset Sale Proceeds to pay or reimburse the costs of repairing, restoring or replacing any such assets and, in the event that such Event of Default is not cured or waived within 15 days after the occurrence thereof, Company shall apply an amount equal to such unexpended Net Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a2.4B(iii)(b).

Casualty Insurance/Condemnation Proceeds. Upon receipt by Company ---------------------------------------- or any of its Restricted Subsidiaries of any insurance proceeds other than from business interruption insurance, (a) so long as no Event of Default shall have occurred and be continuing, Company shall, or shall cause one or more of its Restricted Subsidiaries to, promptly and diligently apply such Net Asset Sale Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Asset Sale Proceeds were received or, to the extent not so applied or in the process of being so applied, to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a); provided -------- that if the aggregate amount of Net Asset Sale Proceeds received by Company or any of its Restricted Subsidiaries in respect of any covered loss exceeds $10,000,000, Company shall deliver such Net Asset Sale Proceeds to Administrative Agent to be held and disbursed by Administrative Agent in accordance with clause (b)(2) of subsection 6.4(C)(iii), and (b) if an Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a). In the event that after receipt of any such insurance proceeds an Event of Default occurs, then so long as such Event of Default is continuing, Company shall cease using such Net Asset Sale Proceeds to pay or reimburse the costs of repairing, restoring or replacing any such assets and, in the event that such Event of Default is not cured or waived within 15 days after the occurrence thereof, Company shall apply an amount equal to such unexpended Net Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a).

Casualty Insurance/Condemnation Proceeds. Upon Within ten Business ---------------------------------------- Days of receipt by Company ---------------------------------------- or any of its Restricted Subsidiaries of any insurance proceeds other than from business interruption insuranceNet Insurance/Condemnation Proceeds, (a) so long as no Event of Default shall have occurred and be continuing, and so long as the aggregate amount of Net Insurance/Condemnation Proceeds received in any Fiscal Year does not exceed an amount equal to 2% of the consolidated assets of Holdings and its Subsidiaries, Company may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of such Net Insurance/Condemnation Proceeds (the "PROPOSED INSURANCE REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to use (or enter into a contract to use) within 365 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or to reinvest in assets used in the ordinary course of the business and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Restricted Subsidiaries to, promptly and diligently apply such Net Asset Sale Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Asset Sale Proposed Insurance Reinvestment Proceeds were received received, or to reinvest in assets used in the ordinary course of business of Company or, to the extent the aggregate amount of Net Insurance/Condemnation Proceeds received in any Fiscal Year exceeds an amount equal to 2% of the consolidated assets of Holdings and its Subsidiaries and are not so applied or in the process of being so applied, to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a); provided -------- that if the aggregate amount of Net Asset Sale Proceeds received by Company or any of its Restricted Subsidiaries in respect of any covered loss exceeds $10,000,000, Company shall deliver such Net Asset Sale Proceeds to Administrative Agent to be held and disbursed by Administrative Agent in accordance with clause (b)(2) of subsection 6.4(C)(iii2.4A(iii)(b), and (b) if an Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Asset Sale Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a). In the event that after receipt of any such insurance proceeds an Event of Default occurs, then so long as such Event of Default is continuing, Company shall cease using such Net Asset Sale Proceeds to pay or reimburse the costs of repairing, restoring or replacing any such assets and, in the event that such Event of Default is not cured or waived within 15 days after the occurrence thereof, Company shall apply an amount equal to such unexpended Net Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a2.4A(iii)(b).

Casualty Insurance/Condemnation Proceeds. Upon Within five Business ---------------------------------------- Days of receipt by Company ---------------------------------------- Holdings or any of its Restricted Subsidiaries of any insurance proceeds Net Insurance/Condemnation Proceeds other than from business interruption insurance, (a) so long as no Event of Default shall have occurred and be continuingcontinuing and so long as the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds received from the Closing Date to the date of determination does not exceed $30,000,000, Holdings may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of such Net Insurance/Condemnation Proceeds (the "Proposed Insurance Reinvestment Proceeds") that Company or any of its Subsidiaries intends to use (or enter into a contract to use) within 360 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or to reinvest in Eligible Assets and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Restricted Subsidiaries to, promptly and diligently apply such Net Asset Sale Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Proposed Insurance Reinvestment Proceeds were received or to reinvestment in Eligible Assets, provided that -------- if such Proposed Insurance Reinvestment Proceeds are not so applied within 360 days after the date of receipt thereof, then to the extent the sum of the Net Asset Sale Proceeds were plus Net Insurance/Condemnation Proceeds ---- received orduring the Net Asset Sale/Net Insurance Proceeds Period not reinvested pursuant to subsection 2.4B(iii)(a) or this subsection 6.4C(ii), to the extent not so as applicable, equals or exceeds $7,500,000, such Proposed Insurance Reinvestment Proceeds shall be applied or in the process of being so applied, to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a); provided -------- that if the aggregate amount of Net Asset Sale Proceeds received by Company or any of its Restricted Subsidiaries in respect of any covered loss exceeds $10,000,000, Company shall deliver such Net Asset Sale Proceeds to Administrative Agent to be held and disbursed by Administrative Agent in accordance with clause (b)(2) of subsection 6.4(C)(iii2.4B(iii)(b), and (b) if an Event of Default shall have occurred and be continuing, Company Borrowers shall apply an amount equal to such Net Asset Sale Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a). In the event that after receipt of any such insurance proceeds an Event of Default occurs, then so long as such Event of Default is continuing, Company shall cease using such Net Asset Sale Proceeds to pay or reimburse the costs of repairing, restoring or replacing any such assets and, in the event that such Event of Default is not cured or waived within 15 days after the occurrence thereof, Company shall apply an amount equal to such unexpended Net Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a2.4B(iii)(b).

Casualty Insurance/Condemnation Proceeds. Upon Within five Business Days of receipt by Company ---------------------------------------- Holdings or any of its Restricted Subsidiaries of any insurance proceeds Net Insurance/Condemnation Proceeds other than from business interruption insurance, (a) so long as no Event of Default shall have occurred and be continuingcontinuing and so long as the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds received from the Restatement Effective Date to the date of determination does not exceed $75,000,000, Company Holdings may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of such Net Insurance/Condemnation Proceeds (the "Proposed Insurance Reinvestment Proceeds") that Borrower or any of its Subsidiaries intends to use (or enter into a contract to use) within 360 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or to reinvest in Eligible Assets and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Borrower shall, or shall cause one or more of its Restricted Subsidiaries to, promptly and diligently apply such Net Asset Sale Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Proposed Insurance Reinvestment Proceeds were received or to reinvestment in Eligible Assets, provided that if such Proposed Insurance Reinvestment Proceeds are not so applied within 360 days after the date of receipt thereof, then to the extent the sum of the Net Asset Sale Proceeds were plus Net Insurance/Condemnation Proceeds received orduring the Net Asset Sale/Net Insurance Proceeds Period not reinvested pursuant to subsection 2.4B(iii)(a) or this subsection 6.4C(ii), to the extent not so as applicable, equals or exceeds $7,500,000, such Proposed Insurance Reinvestment Proceeds shall be applied or in the process of being so applied, to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a); provided -------- that if the aggregate amount of Net Asset Sale Proceeds received by Company or any of its Restricted Subsidiaries in respect of any covered loss exceeds $10,000,000, Company shall deliver such Net Asset Sale Proceeds to Administrative Agent to be held and disbursed by Administrative Agent in accordance with clause (b)(2) of subsection 6.4(C)(iii2.4B(iii)(b), and (b) if an Event of Default shall have occurred and be continuing, Company Borrower shall apply an amount equal to such Net Asset Sale Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a). In the event that after receipt of any such insurance proceeds an Event of Default occurs, then so long as such Event of Default is continuing, Company shall cease using such Net Asset Sale Proceeds to pay or reimburse the costs of repairing, restoring or replacing any such assets and, in the event that such Event of Default is not cured or waived within 15 days after the occurrence thereof, Company shall apply an amount equal to such unexpended Net Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a2.4B(iii)(b).

Casualty Insurance/Condemnation Proceeds. Upon Within ten Business Days of ---------------------------------------- receipt by Company ---------------------------------------- or any of its Restricted Subsidiaries of any insurance proceeds other than from business interruption insuranceNet Insurance/Condemnation Proceeds, (a) so long as no Event of Default shall have occurred and be continuing, and so long as the aggregate amount of Net Insurance/Condemnation Proceeds received in any Fiscal Year does not exceed an amount equal to 2% of the consolidated total assets of Holdings and its Subsidiaries, Company may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of such Net Insurance/Condemnation Proceeds (the "Proposed Insurance Reinvestment Proceeds") that Company or such Subsidiary intends to use (or enter into a contract to use) within 365 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or to reinvest in assets used in the ordinary course of the business and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Restricted Subsidiaries to, promptly and diligently apply such Net Asset Sale Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Asset Sale Proposed Insurance Reinvestment Proceeds were received received, or to reinvest in assets used in the ordinary course of business of Company or, to the extent the aggregate amount of Net Insurance/Condemnation Proceeds received in any Fiscal Year exceeds an amount equal to 2% of the consolidated assets of Holdings and its Subsidiaries and are not so applied or in the process of being so applied, to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a); provided -------- that if the aggregate amount of Net Asset Sale Proceeds received by Company or any of its Restricted Subsidiaries in respect of any covered loss exceeds $10,000,000, Company shall deliver such Net Asset Sale Proceeds to Administrative Agent to be held and disbursed by Administrative Agent in accordance with clause (b)(2) of subsection 6.4(C)(iii2.4B(iii)(b), and (b) if an Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Asset Sale Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a). In the event that after receipt of any such insurance proceeds an Event of Default occurs, then so long as such Event of Default is continuing, Company shall cease using such Net Asset Sale Proceeds to pay or reimburse the costs of repairing, restoring or replacing any such assets and, in the event that such Event of Default is not cured or waived within 15 days after the occurrence thereof, Company shall apply an amount equal to such unexpended Net Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a2.4B(iii)(b).

Casualty Insurance/Condemnation Proceeds. Upon receipt by Company ---------------------------------------- or any of its Restricted Subsidiaries of any insurance proceeds Net Insurance/Condemnation Proceeds other than from business interruption insurance, (a) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Company shall, may deliver to Administrative Agent an Officers' Certificate setting forth the amount of the Net Insurance/Condemnation Proceeds that Company or shall cause one or more of its Restricted Subsidiaries to, promptly and diligently apply such Subsidiary intends to use such Net Asset Sale Insurance Condemnation Proceeds within 270 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Asset Sale Insurance/Condemnation Proceeds were received or to reinvest in equipment or other Telecommunications Assets and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or reinvest all or a portion thereof in equipment or other Telecommunications Assets or, to the extent not so applied or in the process of being so appliedreinvested, to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a); provided -------- that if the aggregate amount of Net Asset Sale Proceeds received by Company or any of its Restricted Subsidiaries in respect of any covered loss exceeds $10,000,000, Company shall deliver such Net Asset Sale Proceeds to Administrative Agent to be held and disbursed by Administrative Agent in accordance with clause (b)(2) of subsection 6.4(C)(iii2.4B(iii)(b), and (b) if an Event of Default or Potential Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Asset Sale Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a). In the event that after receipt of any such insurance proceeds an Event of Default occurs, then so long as such Event of Default is continuing, Company shall cease using such Net Asset Sale Proceeds to pay or reimburse the costs of repairing, restoring or replacing any such assets and, in the event that such Event of Default is not cured or waived within 15 days after the occurrence thereof, Company shall apply an amount equal to such unexpended Net Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a2.4B(iii)(b).

Casualty Insurance/Condemnation Proceeds. Upon receipt by Company ---------------------------------------- or any of its Restricted Subsidiaries of any insurance proceeds Net Insurance/Condemnation Proceeds other than from business interruption insurance, (a) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Company shall, may deliver to Administrative Agent an Officers' Certificate setting forth the amount of the Net Insurance/Condemnation Proceeds received and that Company or shall cause one or more of its Restricted Subsidiaries to, promptly and diligently apply such Subsidiary intends to use such Net Asset Sale Insurance/Condemnation Proceeds within 270 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Asset Sale Insurance/Condemnation Proceeds were received or to reinvest in equipment or other Telecommunications Assets and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or reinvest all or a portion thereof in equipment or other Telecommunications Assets or, to the extent not so applied or in the process of being so appliedreinvested, to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a); provided -------- that if the aggregate amount of Net Asset Sale Proceeds received by Company or any of its Restricted Subsidiaries in respect of any covered loss exceeds $10,000,000, Company shall deliver such Net Asset Sale Proceeds to Administrative Agent to be held and disbursed by Administrative Agent in accordance with clause (b)(2) of subsection 6.4(C)(iii2.4B(iii)(b), and (b) if an Event of Default or Potential Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Asset Sale Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a). In the event that after receipt of any such insurance proceeds an Event of Default occurs, then so long as such Event of Default is continuing, Company shall cease using such Net Asset Sale Proceeds to pay or reimburse the costs of repairing, restoring or replacing any such assets and, in the event that such Event of Default is not cured or waived within 15 days after the occurrence thereof, Company shall apply an amount equal to such unexpended Net Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a2.4B(iii)(b).

Casualty Insurance/Condemnation Proceeds. Upon Within five Business Days of receipt by Company ---------------------------------------- Holdings or any of its Restricted Subsidiaries of any insurance proceeds Net Insurance/Condemnation Proceeds other than from business interruption insurance, (a) so long as no Event of Default shall have occurred and be continuingcontinuing and so long as the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds received from the Closing Date to the date of determination does not exceed $75,000,000, Holdings may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of such Net Insurance/Condemnation Proceeds (the "Proposed Insurance Reinvestment Proceeds") that Company or any of its Subsidiaries intends to use (or enter into a contract to use) within 360 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or to reinvest in Eligible Assets and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Restricted Subsidiaries to, promptly and diligently apply such Net Asset Sale Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Proposed Insurance Reinvestment Proceeds were received or to reinvestment in Eligible Assets, provided that if such Proposed Insurance Reinvestment Proceeds are not so applied within 360 days after the date of receipt thereof, then to the extent the sum of the Net Asset Sale Proceeds were plus Net Insurance/Condemnation Proceeds received orduring the Net Asset Sale/Net Insurance Proceeds Period not reinvested pursuant to subsection 2.4B(iii)(a) or this subsection 6.4C(ii), to the extent not so as applicable, equals or exceeds $7,500,000, such Proposed Insurance Reinvestment Proceeds shall be applied or in the process of being so applied, to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a); provided -------- that if the aggregate amount of Net Asset Sale Proceeds received by Company or any of its Restricted Subsidiaries in respect of any covered loss exceeds $10,000,000, Company shall deliver such Net Asset Sale Proceeds to Administrative Agent to be held and disbursed by Administrative Agent in accordance with clause (b)(2) of subsection 6.4(C)(iii2.4B(iii)(b), and (b) if an Event of Default shall have occurred and be continuing, Company Borrowers shall apply an amount equal to such Net Asset Sale Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a). In the event that after receipt of any such insurance proceeds an Event of Default occurs, then so long as such Event of Default is continuing, Company shall cease using such Net Asset Sale Proceeds to pay or reimburse the costs of repairing, restoring or replacing any such assets and, in the event that such Event of Default is not cured or waived within 15 days after the occurrence thereof, Company shall apply an amount equal to such unexpended Net Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a2.4B(iii)(b).

Casualty Insurance/Condemnation Proceeds. Upon Within ten Business ---------------------------------------- Days of receipt by Company ---------------------------------------- or any of its Restricted Subsidiaries of any insurance proceeds Net Insurance/Condemnation Proceeds other than from business interruption insurance, (a) so long as no Event of Default shall have occurred and be continuingcontinuing and so long as the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds received from the Closing Date to the date of determination does not exceed $25,000,000, Company may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of such Net Insurance/Condemnation Proceeds (the "Proposed Insurance Reinvestment Proceeds") that Company or such Subsidiary intends to use (or enter into a contract to use) within 270 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or to reinvest in Eligible Assets and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Restricted Subsidiaries to, promptly and diligently apply such Net Asset Sale Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Asset Sale Proposed Insurance Reinvestment Proceeds were received or to reinvestment in Eligible Assets or, to the extent the aggregate amount of Net Asset Proceeds and Net Insurance/Condemnation Proceeds received from the Closing Date to the date of determination exceed $5,000,000 and are not so applied or in the process of being so applied, to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a); provided -------- that if the aggregate amount of Net Asset Sale Proceeds received by Company or any of its Restricted Subsidiaries in respect of any covered loss exceeds $10,000,000, Company shall deliver such Net Asset Sale Proceeds to Administrative Agent to be held and disbursed by Administrative Agent in accordance with clause (b)(2) of subsection 6.4(C)(iii2.4B(ii)(b), and (b) if an Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Asset Sale Insurance/ Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a). In the event that after receipt of any such insurance proceeds an Event of Default occurs, then so long as such Event of Default is continuing, Company shall cease using such Net Asset Sale Proceeds to pay or reimburse the costs of repairing, restoring or replacing any such assets and, in the event that such Event of Default is not cured or waived within 15 days after the occurrence thereof, Company shall apply an amount equal to such unexpended Net Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a2.4B(ii)(b).

Casualty Insurance/Condemnation Proceeds. Upon Within ten Business Days of receipt by Company ---------------------------------------- or any of its Restricted Subsidiaries of any insurance proceeds Net Insurance/Condemnation Proceeds other than from business interruption insurance, (a) so long as no Event of Default shall have occurred and be continuingcontinuing and so long as the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds received from the Original Closing Date to the date of determination does not exceed $25,000,000, Company may deliver to Administrative Agent an Officers’ Certificate setting forth (1) that portion of such Net Insurance/Condemnation Proceeds (the “Proposed Insurance Reinvestment Proceeds”) that Company or such Subsidiary intends to use (or enter into a contract to use) within 270 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or to reinvest in Eligible Assets and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Restricted Subsidiaries to, promptly and diligently apply such Net Asset Sale Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Asset Sale Proposed Insurance Reinvestment Proceeds were received or to reinvestment in Eligible Assets or, to the extent the aggregate amount of Net Asset Proceeds and Net Insurance/Condemnation Proceeds received from the Original Closing Date to the date of determination exceed $5,000,000 and are not so applied or in the process of being so applied, to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a); provided -------- that if the aggregate amount of Net Asset Sale Proceeds received by Company or any of its Restricted Subsidiaries in respect of any covered loss exceeds $10,000,000, Company shall deliver such Net Asset Sale Proceeds to Administrative Agent to be held and disbursed by Administrative Agent in accordance with clause (b)(2) of subsection 6.4(C)(iii2.4B(iii)(b), and (b) if an Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Asset Sale Insurance/ Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a). In the event that after receipt of any such insurance proceeds an Event of Default occurs, then so long as such Event of Default is continuing, Company shall cease using such Net Asset Sale Proceeds to pay or reimburse the costs of repairing, restoring or replacing any such assets and, in the event that such Event of Default is not cured or waived within 15 days after the occurrence thereof, Company shall apply an amount equal to such unexpended Net Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a2.4B(iii)(b).

Casualty Insurance/Condemnation Proceeds. Upon Within ten Business ---------------------------------------- Days of receipt by Company ---------------------------------------- or any of its Restricted Subsidiaries of any insurance proceeds other than from business interruption insuranceNet Insurance/Condemnation Proceeds, (a) so long as no Event of Default shall have occurred and be continuing, and so long as the aggregate amount of Net Insurance/Condemnation Proceeds received in any Fiscal Year does not exceed an amount equal to 2% of the consolidated total assets of Holdings and its Subsidiaries, Company may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of such Net Insurance/Condemnation Proceeds (the "PROPOSED INSURANCE REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to use (or enter into a contract to use) within 365 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or to reinvest in assets used in the ordinary course of the business and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Restricted Subsidiaries to, promptly and diligently apply such Net Asset Sale Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Asset Sale Proposed Insurance Reinvestment Proceeds were received received, or to reinvest in assets used in the ordinary course of business of Company or, to the extent the aggregate amount of Net Insurance/Condemnation Proceeds received in any Fiscal Year exceeds an amount equal to 2% of the consolidated assets of Holdings and its Subsidiaries and are not so applied or in the process of being so applied, to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a); provided -------- that if the aggregate amount of Net Asset Sale Proceeds received by Company or any of its Restricted Subsidiaries in respect of any covered loss exceeds $10,000,000, Company shall deliver such Net Asset Sale Proceeds to Administrative Agent to be held and disbursed by Administrative Agent in accordance with clause (b)(2) of subsection 6.4(C)(iii2.4A(iii)(b), and (b) if an Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Asset Sale Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a). In the event that after receipt of any such insurance proceeds an Event of Default occurs, then so long as such Event of Default is continuing, Company shall cease using such Net Asset Sale Proceeds to pay or reimburse the costs of repairing, restoring or replacing any such assets and, in the event that such Event of Default is not cured or waived within 15 days after the occurrence thereof, Company shall apply an amount equal to such unexpended Net Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a2.4A(iii)(b).

Casualty Insurance/Condemnation Proceeds. Upon receipt by Company ---------------------------------------- the Borrower or any of its Restricted Subsidiaries of any insurance proceeds Net Insurance/Condemnation Proceeds other than from business interruption insurance, (aA) so long as no Event of Default or Default shall have occurred and be continuing, Company shall, or the Borrower shall cause one or more of its Restricted Subsidiaries to, promptly and diligently apply an amount equal to such Net Asset Sale Insurance/Condemnation Proceeds first, to pay prepay the Revolving Loans (without a corresponding reduction in the Revolving Loan Commitments) to the full extent thereof and second, to deposit the remaining proceeds in the Collateral Account to be disbursed by the Administrative Agent to the Borrower to repair, restore or reimburse the costs of repairing, restoring or replacing replace the assets in respect of which such Net Asset Sale Insurance/Condemnation Proceeds were received or, or for such other purposes permitted by the terms of this Agreement and acceptable to the extent not so applied or Administrative Agent, in the process of being so applied, to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a); provided -------- that if the aggregate amount of Net Asset Sale Proceeds received by Company or any of its Restricted Subsidiaries in respect of any covered loss exceeds $10,000,000, Company shall deliver such Net Asset Sale Proceeds to Administrative Agent to be held and disbursed by Administrative Agent each case in accordance with clause the terms of the Security and Pledge Agreement; provided, however that if at any time the Administrative Agent reasonably determines that such repair, restoration or replacement cannot be completed with the Net Insurance/Condemnation Proceeds then held by the Administrative Agent for such purpose, together with funds otherwise available to the Borrower for such purpose, or that such repair, restoration or replacement cannot be completed within one hundred eighty (b)(2180) days after the receipt of subsection 6.4(C)(iii)such Net Insurance/Condemnation Proceeds, and if any such amounts remain on deposit in the Collateral Account after such one hundred eighty (b180) if an Event of Default shall have occurred day period, then the Administrative Agent shall, and be continuingthe Borrower hereby authorizes the Administrative Agent to, Company shall apply an amount equal to such Net Asset Sale Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(aSection 2.3(b). In the event that after receipt of any such insurance proceeds , and (B) if an Event of Default occurs, then so long as such Event of or Default is shall have occurred and be continuing, Company shall cease using such Net Asset Sale Proceeds to pay or reimburse the costs of repairing, restoring or replacing any such assets and, in the event that such Event of Default is not cured or waived within 15 days after the occurrence thereof, Company Borrower shall apply an amount equal to such unexpended Net Asset Sale Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(aSection 2.3(b).