Common use of Insurance and Condemnation Proceeds Clause in Contracts

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6.

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly notify the Agent and the Lenders of (a) any loss, damage, or destruction to the Collateral in excess of $50,000, whether or not covered by insurance and (b) any loss, damage, or destruction to any Fixed Assets in excess of $250,000 whether or not covered by insurance. The Agent is hereby authorized to collect all business interruption proceeds and all other insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assetsand proceeds of business interruption insurance, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.7. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, to the Agent extent not prohibited by the terms of the Indenture, the Borrower shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) destruction; provided that Borrower need not comply with the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and requirements under this clause (ii) to the extent it demonstrates to Agent’s satisfaction that Borrower’s remaining Fixed Assets are sufficient for Borrower to continue producing and processing Inventory in a manner which is substantially similar to the reasonable satisfaction operations of Borrower existing immediately prior to the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project event resulting in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6proceeds being issued.

Insurance and Condemnation Proceeds. The Borrower Parties Such Loan Party shall promptly notify the Administrative Agent and the Lenders of any loss, damage, damage or destruction to any of the Collateral in an amount in excess of $250,000, whether or not covered by insurance. The Administrative Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Administrative Agent in the collection or handling thereof, the Administrative Agent shall apply such proceeds, ratably, to the reduction payment of the Obligations in the order provided for in Section 3.63.8. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Administrative Agent shall permit or require the Borrowers applicable Loan Party to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (or to repay Revolving Loans previously borrowed and used for such purpose) to the extent that (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 and 7,500,000 in any Fiscal Year, (3) such Loan Party shall have used such proceeds for the Borrower purposes permitted under this clause (ii) on or prior to the date that is 180 days following its receipt of such proceeds or commenced using such proceeds in connection with such permitted purposes being diligently pursued on such date (for so long as such purposes are being diligently pursued), (4) such Loan Party shall have deposited such proceeds in a collateral account (the "Collateral Account") maintained with the Administrative Agent on terms reasonably satisfactory to the Administrative Agent and such proceeds shall at all times remain in the Collateral Account until such time as such proceeds are used by such Loan Party for the purposes permitted under this clause (ii) or applied to the Obligations in the manner set forth in the last sentence of this clause (ii) and (5) such Loan Party first (i) provides the Administrative Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Administrative Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Administrative Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstancescircumstances or to the extent that the proceeds in the Collateral Account referenced above are not used in accordance with clause (3) above, the Administrative Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.4(f).

Insurance and Condemnation Proceeds. The (a) All Net Insurance and Condemnation Proceeds received by the Borrower Parties or a Guarantor in an amount equal to or less than $2,500,000 from a single incident shall promptly notify be paid to the Borrower or Guarantor, as applicable, who may use such Net Proceeds in such manner as they may determine. (b) All Net Insurance and Condemnation Proceeds in excess of $2,500,000 from a single incident shall be deposited with the Administrative Agent and applied at the Lenders direction of any loss, damage, the Administrative Agent in accordance with the provisions of this Section 6.11. Within sixty (60) days from receipt of the Net Insurance and Condemnation Proceeds (or destruction such later date as may be acceptable to the Collateral whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as followsAdministrative Agent), either: (i) With respect The Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (A) an executed construction contract for repair, reconstruction or replacement of the affected Mortgaged Property at a guaranteed maximum price or stipulated sum or as otherwise reasonably approved by the Administrative Agent; (B) a completion guaranty by Sunrise Senior Living, Inc. or payment and performance bonds satisfactory to the Administrative Agent; (C) insurance and condemnation proceeds relating during the construction period; and (D) a cash deposit or an irrevocable letter of credit in an amount at least equal to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expensesexcess, if any, incurred by of the Agent in funds necessary for payment of amounts due under the collection or handling thereofconstruction contract and for related architectural services, site work and fixtures, furniture and equipment, over the Net Insurance and Condemnation Proceeds; and thereafter promptly proceed to repair, reconstruct and replace such portion of the affected Mortgaged Property, including all fixtures, furniture and equipment and effects, to its original condition insofar as possible, and the Administrative Agent shall apply such proceeds, ratably, to disburse the reduction of the Obligations Net Insurance and Condemnation Proceeds in the order provided accordance with its standard requisition procedures for in Section 3.6.construction loans; or (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed AssetsIf the items described in paragraph (b)(i) are not delivered within the required time period, on the Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as next Business Day (1) no Default or Event of Default has occurred and is continuing, (2A) the aggregate proceeds do not exceed $1,000,000 Administrative Agent will apply all Net Insurance and Condemnation Proceeds as a prepayment of the Loan pursuant to Section 2.03(b) and (3B) the Borrower first will pay to the Administrative Agent for prepayment of the Loan the difference, if any, between the amount of Net Insurance and Condemnation Proceeds applied pursuant to clause (i) provides the Agent and the Required Lenders Prepayment Price upon damage, destruction or condemnation; provided that, if the damage, destruction or condemnation affects substantially all of a Mortgaged Property, the Borrower may elect to prepay the Loan in full with plans and specifications for any respect to such repair or restoration which shall be reasonably satisfactory Mortgaged Property, subject to the following: (A) 100% of the Net Insurance and Condemnation Proceeds, after any reasonable third-party expenses related thereto, are applied to repayment of the Loan, and (B) the Loan is repaid in an amount not less than the allocated loan amount shown on Exhibit 7.03(b). (c) Any Net Insurance and Condemnation Proceeds remaining after the completion of any repair, replacement or reconstruction undertaken pursuant to paragraph (b)(i) will be applied by the Borrower as a prepayment of the Loan pursuant to Section 2.03(b). (d) Notwithstanding the foregoing, (i) if the amount of the Net Insurance and Condemnation Proceeds is less than $5,000,000, the Administrative Agent will work in good faith with the Borrower to agree upon abbreviated or streamlined evaluation and disbursement requirements and procedures as reasonably appropriate for the Required Lenders circumstances of the damage, destruction or condemnation and (ii) demonstrates with respect to any event of damage, destruction or condemnation, the Borrower may elect to not repair, reconstruct or replace or may elect to do so on a partial basis only (and any Net Insurance and Condemnation Proceeds which are not used for repair, reconstruction or replacement will promptly be applied as described in paragraph (c)) if the Borrower furnishes to the reasonable satisfaction Administrative Agent a written report of the Agent Management Company advising that (A) the affected Mortgaged Property can continue to operate effectively without any repair, reconstruction and replacement or with less than full repair, reconstruction and replacement and (B) the Required Lenders that Borrower is likely to meet the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for covenants contained in Section 3.66.24 through the Maturity Date.

Insurance and Condemnation Proceeds. The Borrower Parties Each Credit Party shall promptly notify the Administrative Agent and the Lenders of any material loss, damage, or destruction to the Collateral Collateral, whether or not covered by insurance. The Administrative Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Administrative Agent in the collection or handling thereof, the Administrative Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Administrative Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 100,000 and (3) the Borrower Borrowers first (i) provides provide the Administrative Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Administrative Agent and the Required Lenders and (ii) demonstrates demonstrate to the reasonable satisfaction of the Administrative Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6.

Insurance and Condemnation Proceeds. The US Borrower Parties Representative shall promptly notify the Administrative Agent, the UK Agent and the Lenders Applicable Security Agent of any loss, damage, or destruction to Collateral having net book value in excess of the Collateral Dollar Equivalent of $500,000, whether or not covered by insurance. The Applicable Security Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to US Collateral (other than Fixed Assets) and business interruption insurance, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent US Agents in the collection or handling thereof, the Agent US Agents shall apply such proceeds, ratably, to the reduction of the Obligations outstanding US Obligations, but not the US Commitments, in the order provided for in Section 3.63.7. (ii) With respect to insurance and condemnation proceeds relating to UK Collateral consisting of (other than Fixed Assets) and business interruption insurance, after deducting from such proceeds the reasonable expenses, if any, incurred by the UK Agents in the collection or handling thereof, the UK Agents shall apply such proceeds, ratably, to the reduction of the outstanding UK Obligations, but not the UK Commitments, in the order provided for in Section 3.7. (iii) With respect to casualty insurance and condemnation proceeds relating to Collateral (including Fixed Assets), the Applicable Security Agent shall permit or require the Borrowers applicable Credit Party to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, continuing and (2) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower applicable Credit Party first (i) provides the Applicable Security Agent and the Required Lenders with plans and specifications for any such replacement, repair or restoration of Fixed Assets which shall be reasonably satisfactory to the Applicable Security Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Applicable Security Agent and the Required Lenders that the funds available to it them will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Applicable Security Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.7; provided that the consent of the Required Lenders in clauses (2)(i) and (2)(ii) above shall not be required in the event casualty insurance or condemnation proceeds relating to Collateral are less than $3,000,000 in the aggregate.

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.4(b).

Insurance and Condemnation Proceeds. The Borrower Parties Obligors shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the any Collateral with a net book value in excess of $1,000,000, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (ia) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed AssetsEquipment, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.7. (iib) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed AssetsEquipment, the Agent shall permit or require the Borrowers Borrower to use such proceeds, or any part thereof, to replace, repair, repair or restore or rebuild the relevant Fixed Assets Equipment in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.3(c).

Insurance and Condemnation Proceeds. The Borrower Parties Each Obligated Party shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral and Real Estate (whether or not any such Real Estate is Collateral) in excess of $1,000,000, whether or not covered by insurance. The Agent is hereby authorized to directly collect all insurance and condemnation proceeds in respect of Collateral directly and Real Estate (whether or not any such Real Estate is Collateral) and to apply or remit them such proceeds to the reduction of the Obligations as follows: (ia) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, proceeds to the reduction of the Obligations in the order manner provided for in Section 3.63.7. (iib) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed AssetsAssets and any Real Estate which is not Collateral, after deducting from such proceeds the amount of any Debt secured by a Permitted Lien (excluding the Agent's Liens) and the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall permit or require the Borrowers applicable Obligated Party to use such proceeds, or any part thereof, to replace, repair, restore restore, or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage damage, or destruction so long as (1i) no Default or Event of Default has occurred exists, and is continuing, (2ii) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein1,000,000. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, proceeds to the reduction of the Obligations in the order provided for in Section 3.63.7.

Insurance and Condemnation Proceeds. The Borrower Obligated Parties shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral in an aggregate amount in excess of $1,000,000 in any year, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance property damage and casualty insurance, business interruption insurance, and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (ia) With respect to insurance and condemnation proceeds not relating to Collateral other than Fixed Assetsthat serves as first priority collateral for CS in accordance with the CS Intercreditor Agreement, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.7. (iib) With respect to insurance and condemnation proceeds relating to any Collateral consisting of Fixed Assetsthat serves as first priority collateral for CS in accordance with the CS Intercreditor Agreement, the Agent shall shall: (i) only so long as any amounts guarantied pursuant to the CS Guarantee and Collateral Agreement are outstanding, permit the Obligated Parties to use such proceeds in accordance with the CS Guarantee and Collateral Agreement; and (ii) if the amounts guarantied pursuant to the CS Guarantee and Collateral Agreement have been paid in full (whether by application of insurance and/or condemnation proceeds pursuant to the immediately preceding clause (i) or otherwise), permit or require the Borrowers Obligated Parties to use such proceeds, or any part thereof, to replace, repair, restore restore, or rebuild the relevant any such Collateral consisting of Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage damage, or destruction so long as as: (1x) no Default or Event of Default has occurred and is continuing, ; (2y) the aggregate proceeds do not exceed $1,000,000 5,000,000, and (3iii) the Borrower first Obligated Parties first: (ix) provides provide the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be in form and substance reasonably satisfactory to the Agent and the Required Lenders Lenders; and (iiy) demonstrates demonstrate to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it the Obligated Parties will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.7.

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral in an amount excess of $1,000,000, whether or not covered by insurance. The Agent is hereby authorized to collect all cash insurance and condemnation proceeds Net Proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance proceeds and condemnation proceeds Net Proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds Net Proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceedsNet Proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6SECTION 3.8. (ii) With respect to insurance proceeds and condemnation proceeds Net Proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers Borrower to use such proceedsNet Proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 10,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceedsNet Proceeds, ratably, to the reduction of the Obligations outstanding Revolving Loans in the order provided for in Section 3.6accordance with SECTION 3.5(b) as if such proceeds resulted from an asset disposition.

Insurance and Condemnation Proceeds. The Borrower Parties No later than the fifth ----------------------------------- (5/th/) Business Day following the date of receipt by ChipPAC or any of its Subsidiaries of any cash payments under any insurance policy as a result of any damage to or loss of all or any portion of the Collateral or any other tangible asset (net of actual costs incurred and any taxes paid or payable by ChipPAC or any of its Subsidiaries in connection with adjustment and settlement thereof, "Insurance --------- Proceeds") or any proceeds resulting from the taking of assets by the power of eminent domain, condemnation or otherwise (net of actual costs incurred and any taxes paid or payable by ChipPAC or any of its Subsidiaries in connection with adjustment and settlement thereof, "Condemnation Proceeds") (any such event resulting in the recovery of ---------------------- Insurance Proceeds or Condemnation Proceeds, a "Recovery Event"), -------------- Company shall promptly notify prepay the Loans (and/or the Revolving Loan Commitments or Term Delayed Draw Loan Commitments shall be reduced) in an amount equal to the Insurance Proceeds or Condemnation Proceeds, as the case may be, received; provided that, if ChipPAC shall have delivered a -------- Reinvestment Notice to the Administrative Agent no later than five (5) Business Days prior to the consummation of such Recovery Event and no Event of Default exists at the time of such consummation and the Lenders time of delivery of such notice, Company shall not be required to make any prepayment (and/or reduction in the Revolving Loan Commitments or Term Delayed Draw Loan Commitments) with the proceeds of such Recovery Event to the extent that (x) all or any portion of such proceeds are reinvested (or a contract has been entered into to reinvest) in Reinvestment Assets within 365 days from the date of receipt of such proceeds, and (y) after giving effect thereto, the aggregate amount of proceeds not used to make mandatory prepayments of Loans (and/or reduce the Revolving Loan Commitments or Term Delayed Draw Loan Commitments) pursuant to this proviso does not exceed $10,000,000 during any Fiscal Year; provided, further, that, on each Reinvestment Prepayment Date, an -------- ------- amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay the Loans (and/or the Revolving Loan Commitments or Term Delayed Draw Loan Commitments shall be reduced). In addition, in the event that ChipPAC shall, at any time after receipt of proceeds of any lossReinvestment Event requiring a prepayment (and/or reduction in the Revolving Loan Commitments or Term Delayed Draw Loan Commitments) pursuant to this subsection 2.4B(iii)(d), damage, determine that the prepayments (and/or reduction in the Revolving Loan Commitments or destruction to the Collateral whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds Term Delayed Draw Loan Commitments) previously made in respect of Collateral directly such Reinvestment Event were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(d), Company shall promptly cause to be made an additional prepayment of the Loans (and/or reduce the Revolving Loan Commitments or Term Delayed Draw Loan Commitments) in an amount equal to the amount of any such deficit, and ChipPAC shall concurrently therewith deliver to the Administrative Agent an Officer's Certificate demonstrating the derivation of the additional proceeds resulting in such deficit. If Company is otherwise required to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from any portion of such proceeds the reasonable expenses, if any, incurred to prepay Indebtedness evidenced by the Agent Subordinated Debt then, notwithstanding anything contained in the collection or handling thereof, the Agent shall apply such proceeds, ratably, this Agreement to the reduction contrary, ChipPAC shall cause such Insurance Proceeds and Condemnation Proceeds to be applied to the prepayment of the Obligations in Loans so as to eliminate or minimize any obligation to prepay the order provided for in Section 3.6Subordinated Debt. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6.

Insurance and Condemnation Proceeds. The Such Borrower Parties shall promptly notify the Administrative Agent and the Lenders of any loss, damage, destruction or destruction condemnation to any portion of the Collateral having a fair market value in excess of $200,000 individually or in the aggregate, whether or not covered by insurance. The Administrative Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Administrative Agent in the collection or handling thereof, the Administrative Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Administrative Agent shall permit or require the Borrowers applicable Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) (A) the aggregate proceeds do not exceed $1,000,000 or (B) if the aggregate proceeds exceed $1,000,000, the applicable Borrower or any of its Subsidiaries is required to repair, restore or replace the Fixed Assets so destroyed, damaged or taken pursuant to the terms of a lease relating to a leasehold property with respect to which such proceeds were received, and such Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such proceeds to pay or reimburse the costs of repairing, restoring or replacing the Fixed Assets in respect of which such proceeds were received and (3) the such Borrower first (i) provides the Administrative Agent and the Required Majority Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Administrative Agent and the Required Majority Lenders and (ii) demonstrates to the reasonable satisfaction of the Administrative Agent and the Required Majority Lenders that the funds insurance proceeds or condemnation proceeds, as the case may be, available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Administrative Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8.

Insurance and Condemnation Proceeds. The Each Borrower Parties shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral Collateral, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance (other than business interruption insurance) and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers applicable Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, continuing and (2) the aggregate proceeds do not exceed $1,000,000 and (3) the applicable Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.4(b).

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly notify the Agent and the Lenders Lender of any loss, damage, or destruction to the Collateral in excess of $250,000, whether or not such loss, damage or destruction is covered by insurance,. The Agent Lender is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (ia) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent Lender in the collection or handling thereof, the Agent Lender shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8. (iib) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent Lender shall permit or require the Borrowers Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 3,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders Lender with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders Lender and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders Lender that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent Lender shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8.

Insurance and Condemnation Proceeds. The Borrower Parties Such Loan Party shall promptly notify the Administrative Agent and the Lenders of any loss, damage, damage or destruction to any of the Collateral in an amount in excess of $250,000, whether or not covered by insurance. The Subject to the terms of the Senior Lenders Intercreditor Agreement, the Administrative Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Administrative Agent in the collection or handling thereof, the Administrative Agent shall apply such proceeds, ratably, to the reduction payment of the Working Capital Obligations in the order provided for in Section 3.6the Working Capital Agreement. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Administrative Agent shall permit or require the Borrowers applicable Loan Party to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (or to repay Working Capital Revolving Loans previously borrowed and used for such purpose) to the extent that (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 and 7,500,000 in any Fiscal Year, (3) such Loan Party shall have used such proceeds for the Borrower purposes permitted under this clause (ii) on or prior to the date that is 180 days following its receipt of such proceeds or commenced using such proceeds in connection with such permitted purposes being diligently pursued on such date (for so long as such purposes are being diligently pursued), (4) such Loan Party shall have deposited such proceeds in a collateral account maintained with the Working Capital Agent on terms reasonably satisfactory to the Administrative Agent and such proceeds shall at all times remain in such collateral account until such time as such proceeds are used by such Loan Party for the purposes permitted under this clause (ii) or applied to the Working Capital Obligations and/or the Obligations in the manner set forth in the last sentence of this clause (ii) and (5) such Loan Party first (i) provides the Administrative Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Administrative Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Administrative Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstancescircumstances or to the extent that the proceeds in the collateral account referenced above are not used in accordance with clause (3) above, the Administrative Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Working Capital Obligations and/or the Obligations in the order provided for in the second and third sentence of Section 3.63.3(d).

Insurance and Condemnation Proceeds. The Each Borrower Parties shall promptly notify the Agent and the Lenders of any material loss, damage, or destruction to the Collateral Collateral, whether or not covered by insurance. The Agent is hereby authorized to collect all property insurance and condemnation proceeds in respect of Collateral in an amount in excess of $500,000 for any incident (“Excess Proceeds”) directly and to apply or remit them as follows: (ia) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall may in its discretion remit such proceeds to the Borrowers or apply such proceeds, ratably, proceeds to the reduction of the Obligations in the order provided for in Section 3.67.25 or, if applicable, Section 3.5. (iib) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers applicable Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 3,000,000 and (3) the ATI or such Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such replacement, repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall may in its discretion remit such proceeds to the Borrowers or apply such insurance and condemnation proceeds, ratably, proceeds to the reduction of the Obligations in the order provided for in Section 3.67.25 or, if applicable, Section 3.5. Any such proceeds other than Excess Proceeds may be retained by the Borrowers.

Insurance and Condemnation Proceeds. The Borrower Parties Each Loan Party shall promptly upon becoming aware, notify the Agent and the Lenders of any material loss, damage, or destruction to the Collateral Collateral, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.9. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers affected Loan Party to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 500,000 and (3) the Borrower first such Loan Party first, for such repairs using insurance and condemnation proceeds in excess of $100,000 (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.9.

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral in excess of $500,000, whether or not covered by insurance. The Agent is hereby authorized to collect all business interruption proceeds and all other insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assetsand proceeds of business interruption insurance, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.7. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, to the Agent extent not prohibited by the terms of the Term Loan Agreement, the Borrower shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) destruction; provided that Borrower need not comply with the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and requirements under this clause (ii) to the extent it demonstrates to Agent’s satisfaction that Borrower’s remaining Fixed Assets are sufficient for Borrower to continue producing and processing Inventory in a manner which is substantially similar to the reasonable satisfaction operations of Borrower existing immediately prior to the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project event resulting in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6proceeds being issued.

Insurance and Condemnation Proceeds. The Each Borrower Parties shall ----------------------------------- promptly notify the Agent and the Lenders of any material loss, damage, or destruction to the Collateral Collateral, whether or not covered by insurance. The Agent is hereby authorized to directly collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them such proceeds to the reduction of the Obligations as follows: (i1) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, proceeds to the reduction of the Obligations in the order manner provided for in Section 3.6.3.8. ----------- (ii2) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall permit or require the Borrowers applicable Borrower to use such proceeds, or any part thereof, to replace, repair, restore restore, or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage damage, or destruction so long as (1i) no Default or Event of Default has occurred and is continuingexists, (2ii) the aggregate proceeds do not exceed $1,000,000 500,000, and (3iii) the such Borrower first (iA) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Majority Lenders and (iiB) demonstrates to the reasonable satisfaction of the Agent and the Required Majority Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6.3.8. -----------

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral with a value for any one incident or related incidents in excess of $100,000 or a value for all incidents after the Closing Date in excess of $1,000,000, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers applicable Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds (plus the aggregate Net Proceeds of Material Asset Dispositions) received after the Closing Date do not exceed $1,000,000 20,000,000 and (3) the Borrower first (i) provides the Agent and the Required Majority Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Majority Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Majority Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6.

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly notify the Agent, the Co-Agent and the Lenders of any loss, damage, or destruction to the Collateral whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent, the Co-Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent, the Co-Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent, the Co-Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6.

Insurance and Condemnation Proceeds. The Borrower Parties Borrowers shall promptly ----------------------------------- notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral in excess of $200,000 per occurrence, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (ia) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6.3.8. ----------- (iib) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 10,000,000 and (3) where the Borrower aggregate proceeds exceed $1,000,000 (and where the aggregate proceeds are greater than $500,000, but less than $1,000,000, and the Agent so elects in its sole discretion) Borrowers shall first (i) provides provide the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates demonstrate to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6.Sections 3.3 and 3.8. ------------ ---

Insurance and Condemnation Proceeds. The Borrower Parties Parent shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral Collateral, whether or not covered by insurance. So long as no Event of Default has occurred and is continuing, each of the Borrowers shall negotiate all claims in its sole discretion consistent with prudent business practice. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed AssetsCollateral, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.7. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers applicable Loan Party to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 10,000,000, and (3) the Borrower such Loan Party first (i) provides the Agent and the Required Majority Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders Majority Lenders, and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Majority Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, Net Cash Proceeds shall be applied to the reduction of the Obligations in the order provided for in Section 3.63.3(b).

Insurance and Condemnation Proceeds. The Borrower Parties Such Loan Party shall promptly notify the Administrative Agent and the Lenders of any loss, damage, damage or destruction to any of the Collateral in an amount in excess of $250,000, whether or not covered by insurance. The Subject to the terms of the Senior Lenders Intercreditor Agreement, the Administrative Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Administrative Agent in the collection or handling thereof, the Administrative Agent shall apply such proceeds, ratably, to the reduction payment of the Working Capital Obligations in the order provided for in Section 3.6the Working Capital Agreement. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Administrative Agent shall permit or require the Borrowers applicable Loan Party to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (or to repay Working Capital Loans previously borrowed and used for such purpose) to the extent that (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 and 7,500,000 in any Fiscal Year, (3) such Loan Party shall have used such proceeds for the Borrower purposes permitted under this clause (ii) on or prior to the date that is 180 days following its receipt of such proceeds or commenced using such proceeds in connection with such permitted purposes being diligently pursued on such date (for so long as such purposes are being diligently pursued), (4) such Loan Party shall have deposited such proceeds in a collateral account maintained with the Working Capital Agent on terms reasonably satisfactory to the Administrative Agent and such proceeds shall at all times remain in such collateral account until such time as such proceeds are used by such Loan Party for the purposes permitted under this clause (ii) or applied to the Working Capital Obligations and/or the Obligations in the manner set forth in the last sentence of this clause (ii) and (5) such Loan Party first (i) provides the Administrative Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Administrative Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Administrative Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstancescircumstances or to the extent that the proceeds in the collateral account referenced above are not used in accordance with clause (3) above, the Administrative Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Working Capital Obligations and/or the Obligations in the order provided for in the second sentence of Section 3.63.3(d).

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6.

Insurance and Condemnation Proceeds. The Borrower Parties Borrowers (through the Funds Administrator) shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral in excess of $1,000,000, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Collateral consisting of Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, and (2) Aggregate Availability shall be greater than $15,000,000 at the aggregate proceeds do not exceed $1,000,000 and (3) time of Borrowers' receipt thereof. If at the Borrower first (i) provides time of the Agent and the Required Lenders with plans and specifications for receipt of any such repair insurance and condemnation proceeds either (1) a Default or restoration which Event of Default has occurred and is continuing or (2) Aggregate Availability shall not be greater than $15,000,000, then such funds shall be reasonably satisfactory paid to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8.

Insurance and Condemnation Proceeds. The No later than one hundred eighty (180) days following the date of receipt by the Borrower Parties shall promptly notify the Agent and the Lenders or any of its Subsidiaries of any lossNet Cash Proceeds under any of the insurance policies maintained pursuant to SECTION 7.07 or from any condemnation proceeding (the "INSURANCE AND CONDEMNATION PROCEEDS") which have not been reinvested as of such date in similar replacement assets, damagethe Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in SECTION 2.07(f)(vi) below in amounts equal to one hundred percent (100%) of the aggregate amount of such Insurance and Condemnation Proceeds received by the Borrower or any of its Subsidiaries; PROVIDED that any prepayment required pursuant to this SECTION 2.07(f)(iv) with respect to any Insurance and Condemnation Proceeds by Joint Venture Subsidiaries that are not Designated JV Subsidiaries or Term Loan Subsidiaries, such prepayment shall be required only with respect to that portion of the Insurance and Condemnation Proceeds actually distributed to or destruction received by the Borrower or any Subsidiary thereof. Notwithstanding any of the foregoing to the Collateral whether or not covered by insurance. The Agent is hereby authorized to collect all insurance contrary, upon and condemnation proceeds in respect during the continuance of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or an Event of Default has occurred and is continuingupon notice from the Administrative Agent, (2) all Insurance and Condemnation Proceeds received by the aggregate proceeds do not exceed $1,000,000 Borrower and its Subsidiaries shall be applied to make prepayments of the Loans, such prepayments to be made within three (3) Business Days after the Borrower first (i) provides the Agent Borrower's receipt of such Insurance and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6Condemnation Proceeds.

Insurance and Condemnation Proceeds. The Any Borrower Parties shall promptly notify the Agent and the Lenders Lender of any lossloss of, damagedamage to, or destruction to the of Collateral with a value of $100,000 or more, whether or not covered by insurance. The Agent Lender is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (ia) With respect to insurance and condemnation proceeds in excess of $250,000 relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent Lender in the collection or handling thereof, the Agent Lender shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.64.6. (iib) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent Lender shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1i) no Default or Event of Default has occurred and is continuing, (2ii) the aggregate proceeds do not exceed $1,000,000 250,000 and (3iii) the Borrower Borrowers first (iA) provides provide the Agent and the Required Lenders Lender with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders Lender and (iiB) demonstrates demonstrate to the reasonable satisfaction of the Agent and the Required Lenders Lender that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent Lender shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.64.6.

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly notify the Agent and the Lenders Lender of any loss, damage, or destruction to the Collateral Collateral, whether or not covered by insurance. The Agent Lender is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) a. With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent Lender in the collection or handling thereof, the Agent Lender shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6SECTION 3.8. (ii) b. With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent Lender shall permit or require the Borrowers Borrower to use such proceeds, or any part thereof, proceeds to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, and (2) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders Lender with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders Lender and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders Lender that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent Lender shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6SECTION 3.4(b).

Insurance and Condemnation Proceeds. The Each Borrower Parties shall promptly notify the Agent and the Lenders of any loss, damage, damage or destruction to the Collateral Collateral, whether or not covered by insurance; PROVIDED that no Borrower shall be required to notify the Agent under this SECTION 7.6 to the extent that any such loss, damage or destruction (or any related events of such loss, damage or destruction) result in loss, damage or destruction of Collateral with an aggregate fair market value of not more than $1,000,000. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6SECTION 3.3(B). (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers applicable Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 25,000,000 and (3) the applicable Borrower first (i) provides the Agent and the Required Majority Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Majority Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Majority Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6SECTION 3.3(B).

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral Collateral, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (ia) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable out of pocket expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8 (Apportionment, Application and Reversal of Payments). (iib) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1i) no Default or Event of Default has occurred and is continuingoccurred, (2ii) the aggregate proceeds do not exceed $1,000,000 500,000 and (3iii) the Borrower first (iA) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (iiB) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.4(b) (Prepayments of the Term Loans).

Insurance and Condemnation Proceeds. The Borrower With respect to any Casualty or Condemnation (for the avoidance of doubt, excluding any Total Loss) affecting a Property after the date of this Agreement, the Seller Parties shall promptly notify will allow Purchaser to participate in the Agent and negotiations regarding the Lenders settlement of any loss, damage, or destruction to the Collateral whether or not covered by insurance. The Agent is hereby authorized to collect all such claim for insurance and condemnation proceeds in respect excess of Collateral directly $100,000 and will not settle or compromise any claims in excess of $100,000 related to apply the damage, destruction or remit them as follows: (i) With respect condemnation under the relevant insurance policies or against a Governmental Entity effecting the Condemnation without Purchaser’s consent, which consent will not be unreasonably withheld, delayed or conditioned. The Seller Parties will provide to Purchaser copies of any material correspondence relating to any such claims and will advise Purchaser of all material developments concerning such claims. The applicable Seller Party will give the applicable Purchased Entity, or in the case of the Market Place Property, Purchaser, an assignment of such Seller Party’s right to receive insurance and or condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such any Casualty or Condemnation if any portion of the insurance or condemnation proceeds are not collected before the reasonable expenses, if any, incurred by the Agent Respective Closing. Except as otherwise provided in the collection or handling thereofapplicable Lease, the Agent shall apply such proceeds, ratably, Seller Parties will cooperate with Purchaser to effect the assignment of the right to receive insurance or condemnation proceeds (together with any deductible to the reduction of the Obligations in the order provided for in Section 3.6. (iiextent not already paid) With respect to insurance Purchaser and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers to use will execute and deliver all such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality instruments as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be are reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient necessary to complete such project assignment. This obligation will survive the Respective Closing. The proceeds of any rent interruption insurance received by the landlord under the applicable Lease in respect of any Casualty will be apportioned between the manner provided therein. In all other circumstances, the Agent shall apply such insurance applicable Seller Party and condemnation proceeds, ratably, to the reduction of the Obligations Purchaser as if same were Fixed Rent in the order provided for in accordance with Section 3.61.04(b)(i).

Insurance and Condemnation Proceeds. The Borrower Parties Company directs (and shall promptly notify cause SEI to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to its property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Collateral Agent, for the benefit of the Collateral Agent and the Lenders Holders of any the Secured Obligations. Each such policy shall contain a long-form loss-payable endorsement naming the Collateral Agent as loss payee, damage, or destruction which endorsement shall be in form and substance reasonably acceptable to the Collateral whether or not covered by insuranceholders of the Notes. The Company agrees that the Collateral Agent is hereby authorized to collect all insurance and condemnation proceeds in respect shall, upon receipt of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratablyapply such proceeds in accordance with the terms of the Collateral Sharing Agreement as if such proceeds constituted a Designated Prepayment PROVIDED the amount thereof shall not reduce the Aggregate Supplemental Loan Commitment; PROVIDED, that the Collateral Agent shall pay to the reduction Company or SEI, as applicable, such portion of the Obligations in proceeds (up to an aggregate amount not to exceed $500,000) as may be reasonably necessary to restore or repair the order provided affected business or property which may be used by the Company or SEI for in Section 3.6. such purposes; PROVIDED, FURTHER, HOWEVER, that (iia) With respect to insurance and condemnation proceeds relating to the Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers to use not pay over such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or proceeds if an Event of Default has occurred and is continuing(b) if, after receiving any of such proceeds but prior to restoring or repairing such affected property or business an Event of Default shall occur, the Company shall pay over (2or cause SEI to pay over) the aggregate such proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Collateral Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6application as though a Designated Prepayment was received.

Insurance and Condemnation Proceeds. The Borrower Parties Each Credit Party shall promptly notify the Administrative Agent and the Lenders of any material loss, damage, or destruction to the Collateral Collateral, whether or not covered by insurance. The Administrative Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows:hereby (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Administrative Agent in the collection or handling thereof, the Administrative Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Administrative Agent shall permit or require the Borrowers Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 100,000 and (3) the Borrower first (i) provides the Administrative Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Administrative Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Administrative Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6.

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral in an aggregate amount in excess of $100,000 in any year, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (ia) With respect to insurance and condemnation proceeds not relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.7. (iib) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall shall: (i) only so long as any Term Loan Debt is outstanding, permit the Borrower to use such proceeds in accordance with the Term Loan Documents; and (ii) if the Term Loan Debt has been paid in full (whether by application of insurance and/or condemnation proceeds pursuant to the immediately preceding clause (i) or otherwise), permit or require the Borrowers Borrower to use such proceeds, or any part thereof, to replace, repair, restore restore, or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage damage, or destruction so long as as: (1x) no Default or Event of Default has occurred and is continuing, ; (2y) the aggregate proceeds do not exceed $1,000,000 1,000,000, and (3iii) the Borrower first first: (ix) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders Lenders; and (iiy) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.7.

Insurance and Condemnation Proceeds. The Borrower Parties Representative shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral in excess of $500,000, whether or not covered by insurance. The Agent is hereby authorized to collect all business interruption proceeds and all other insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assetsand proceeds of business interruption insurance, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.7. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, to the Agent shall permit or require extent not prohibited by the terms of the Term Loan Agreement, the Borrowers to shall use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) destruction; provided that Borrowers need not comply with the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and requirements under this clause (ii) demonstrates to the reasonable extent they demonstrate to Agent’s satisfaction that Borrowers’ remaining Fixed Assets are sufficient for Borrowers to continue producing and processing Inventory in a manner which is substantially similar to the operations of Borrowers existing immediately prior to the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project event resulting in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6proceeds being issued.

Insurance and Condemnation Proceeds. The Borrower Parties Borrowers shall promptly notify the Administrative Agent and the Lenders of any loss, damage, or destruction to the Collateral in excess of $75,000 for the Parent or (pound)50,000 for the UK Borrowers, whether or not covered by insurance. The Administrative Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Administrative Agent in the collection or handling thereof, the Administrative Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6SECTION 3.7. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Administrative Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction; so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 750,000 for the Parent or (pound)500,000 for the UK Borrowers in the aggregate and (3) the Borrower first Borrowers (i) provides provide the Administrative Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Administrative Agent and the Required Lenders and (ii) demonstrates demonstrate to the reasonable satisfaction of the Administrative Agent and the Required Lenders that the funds available to it them will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Administrative Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6SECTION 3.3.

Insurance and Condemnation Proceeds. The Borrower Parties Company shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to any of the Collateral (as defined in the applicable Collateral Document), whether or not covered by insurance. The Subject to the Intercreditor Agreement, the Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assetsreal estate, machinery and equipment, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6Obligations. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assetsreal estate, machinery and equipment, the Agent shall permit or require the Borrowers Company to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets real estate, machinery and equipment in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Event of Default or Unmatured Event of Default has occurred and is continuing, (2) the aggregate proceeds with respect to any such loss do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) Company demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided thereinproject. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6Obligations.

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly notify Notwithstanding anything contained herein to the Agent and contrary, so long as a Leasehold Mortgage encumbers the Lenders of Leased Premises: (a) all insurance proceeds payable in connection with any losscasualty, damage, damage or destruction to any portion of the Collateral whether Leased Premises to which Tenant is entitled and/or any awards or not covered sales proceeds which are attributable to any Improvements in the event any portion of the Leased Premises is taken in any proceedings by insurance. The Agent public authorities (by condemnation or otherwise) or is hereby authorized to collect acquired for public or quasi-public purposes by sale in lieu thereof, shall be governed by the provision of the loan documents of the senior-most Leasehold Mortgagee (and all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from the Project shall be applied in accordance with the terms and conditions of such proceeds loan documents of the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply senior- most Leasehold Mortgagee) and Landlord hereby subordinates any right that it may have to such proceeds, ratably, to the reduction rights and liens of the Obligations Leasehold Mortgagee in and to such proceeds; (b) such payment must not be less than the total award minus the value of the remainder interest in the order provided for fee estate considered as unimproved; (c) in Section 3.6. (ii) With respect the event of a partial taking, Tenant shall be permitted to insurance rebuild and condemnation proceeds relating restore the Improvements unless the Leasehold Mortgagee consents to Collateral consisting distribution of Fixed Assets, the Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 ; and (3d) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which Leasehold Mortgagee shall be reasonably satisfactory permitted to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project participate on Tenant’s behalf in the manner provided therein. In all other circumstances, the Agent shall apply such insurance adjustment of losses and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6settlement.

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral Collateral, whether or not covered by insurance; provided that the Borrower shall be required to notify the Agent under this Section 7.6 to the extent that any such loss, damage or destruction (or any related events of such loss, damage or destruction) results in loss, damage or destruction of Collateral with an aggregate fair market value of more than $1,000,000. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (ia) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.5. (iib) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (iA) provides the Agent with plans, specifications and the Required Lenders with plans and specifications budgets for any such repair or restoration which shall be reasonably satisfactory to show repair or restoration being completed within 270 days from the Agent and the Required Lenders receipt of such proceeds and (iiB) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.5.

Insurance and Condemnation Proceeds. The Borrower Parties directs (and shall promptly notify cause SEI to direct) all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to its property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Collateral Agent, for the benefit of the Collateral Agent and the Lenders Holders of any the Secured Obligations. Each such policy shall contain a long-form loss-payable endorsement naming the Collateral Agent as loss payee, damage, or destruction which endorsement shall be in form and substance reasonably acceptable to the Collateral whether or not covered by insuranceAgent. The Collateral Agent is hereby authorized to collect all insurance and condemnation shall, upon receipt of such proceeds apply such proceeds in respect accordance with the terms of the Collateral directly Sharing Agreement and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to upon receipt from the Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations any amounts received by it as though it was a Designated Prepayment in the order indicated in SECTION 2.5(B) provided for in Section 3.6. (ii) With respect to insurance and condemnation proceeds relating to the amount thereof shall not reduce the Aggregate Supplemental Loan Commitment; PROVIDED, that the Collateral consisting of Fixed Assets, the Agent shall permit pay to the Borrower or require SEI, as applicable, such portion of the Borrowers proceeds (up to use such proceeds, or any part thereof, an aggregate amount not to replace, repair, exceed $500,000) as may be reasonably necessary to restore or rebuild repair the relevant Fixed Assets in affected business or property which may be used by the Borrower or SEI for such purposes; PROVIDED FURTHER, however, that (i) the Collateral Agent shall not pay over such proceeds if a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates if, after receiving any of such proceeds but prior to restoring or repairing such affected property or business a Default shall occur, the Borrower shall pay over (or cause SEI to pay over) such proceeds to the reasonable satisfaction of the Collateral Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6application as though a Designated Prepayment was received.

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly Promptly notify the Administrative Agent and the Lenders Banks of any loss, damage, damage or destruction to the Collateral of $100,000 or more, whether or not covered by insurance. The Administrative Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (ia) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Administrative Agent in the collection or handling thereof, the Administrative Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.5. (iib) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Administrative Agent shall permit or require the Borrowers Company or the applicable Subsidiary to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same (or better) quality as existed before the loss, damage or destruction so long as (1i) no Event of Default or Unmatured Event of Default has occurred and is continuing, (2ii) the aggregate proceeds do not exceed $1,000,000 and (3iii) the Borrower Company or the applicable Subsidiary first (iA) provides the Administrative Agent and the Required Lenders Banks with plans and specifications for any such repair replacement, repair, restoration or restoration rebuilding which shall be reasonably satisfactory to the Administrative Agent and the Required Lenders Banks and (iiB) demonstrates to the reasonable satisfaction of the Administrative Agent and the Required Lenders Banks that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Administrative Agent shall apply such insurance and condemnation proceeds, ratably, proceeds to the reduction of the Obligations in the order provided for in Section 3.63.5.

Insurance and Condemnation Proceeds. The Such Borrower Parties shall promptly as soon as practicable notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral Collateral, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to shall apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Revolving Loans and, if an Event of Default has occurred and is continuing, to the reduction of the other Obligations in the order provided for in Section 3.63.8. Any remaining proceeds after application as provided in the preceding sentence shall be returned to such Borrower. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers such Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 3,000,000 per incident and (3) the such Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Term Loans in the order provided in Section 3.4(b), and thereafter to the reduction of the Obligations in the order provided for in Section 3.63.8.

Insurance and Condemnation Proceeds. The Each Borrower Parties shall promptly notify the Agent and the Lenders of any loss, damage, damage or destruction to the Collateral Collateral, whether or not covered by insurance; provided that no Borrower shall be required to notify the Agent under this Section 7.6 to the extent that any such loss, damage or destruction (or any related events of such loss, damage or destruction) result in loss, damage or destruction of Collateral with an aggregate fair market value of not more than $1,000,000. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.3(b). (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers applicable Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 25,000,000 and (3) the applicable Borrower first (i) provides the Agent and the Required Majority Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Majority Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Majority Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.3(b).

Insurance and Condemnation Proceeds. The Borrower Parties Company hereby directs (and, if applicable, shall promptly cause its Subsidiaries to direct) all insurers under policies of property damage insurance and any payor of any condemnation claim or award relating to any property of the Company or any Subsidiary thereof to pay all proceeds payable under such policies or with respect to such claim or award for any loss directly to the Administrative Agent, except to the extent such proceeds, claims or awards are required to be paid to alternate loss payees pursuant to the terms of any purchase money Indebtedness or any capital or operating lease permitted under this Agreement, in each case solely with respect to the property covered by such Indebtedness or lease; and in no case to the Company or any Subsidiary thereof. The Administrative Agent shall, upon receipt of such proceeds and at the Company’s direction, either (a) apply the same to the principal amount of the Revolving Loans outstanding at the time of such receipt and create a corresponding reserve against Revolving Credit Availability in an amount equal to such application (the “Decision Reserve”) or (b) hold such proceeds as Cash Collateral for the Obligations; provided, however, claims and awards not in excess of $250,000 per occurrence (or series of related occurrences) shall be remitted to the Company within a reasonable time following the Administrative Agent’s receipt thereof. For up to 90 days after the date of any loss (the “Decision Period”), the Company may notify the Administrative Agent and that it intends to restore, rebuild or replace the Lenders property subject to the receipt of any lossinsurance payment or condemnation award and shall, damageas soon as practicable thereafter, provide the Administrative Agent detailed information, including a construction schedule and cost estimates. Should the Company notify the Administrative Agent that it has decided not to rebuild or replace such property during the Decision Period, or destruction should the Company fail to notify the Administrative Agent of the Company’s decision during the Decision Period, then the amounts held as Cash Collateral or as the Decision Reserve shall automatically be applied to the Revolving Loans, with a corresponding permanent reduction of the Revolving Credit Commitments, at the election of the Administrative Agent. In the event the Company notifies the Administrative Agent that it intends to rebuild or replace such Property during the Decision Period, proceeds held as Cash Collateral whether or not covered by insuranceconstituting the Decision Reserve shall be disbursed as necessary; provided, however, should an Event of Default occur after the Company has notified the Administrative Agent that it intends to rebuild or replace such Property, the Decision Reserve or Cash Collateral, may at the Administrative Agent’s discretion, or shall, upon the direction of Required Lenders, be applied as a mandatory prepayment of the Revolving Loans, with a corresponding permanent reduction of the Revolving Credit Commitments, at the election of the Administrative Agent. 26. The Agent A new Section 8.33, “Condemnation,” is hereby authorized added to collect all insurance the Credit Agreement and condemnation proceeds shall recite in respect of Collateral directly and to apply or remit them its entirety as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6.

Insurance and Condemnation Proceeds. The Borrower Parties Borrowers shall promptly notify notify, and shall cause Spacelabs Quebec to promptly notify, the Agent and the Lenders Lender of any loss, damage, or destruction to the Collateral that is in excess of $100,000, whether or not covered by insurance. The Agent Lender is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (ia) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent Lender in the collection or handling thereof, the Agent Lender shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6. (iib) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent Lender shall permit or require the Borrowers or Spacelabs Quebec, as applicable, to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1i) no Default or Event of Default has occurred and is continuing, and (2ii) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower Borrowers or Spacelabs Quebec, as applicable, first (iA) provides provide the Agent and the Required Lenders Lender with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders Lender, and (iiB) demonstrates demonstrate to the reasonable satisfaction of the Agent and the Required Lenders Lender that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent Lender shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6.

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral in an amount greater than $100,000, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 500,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8.

Insurance and Condemnation Proceeds. The Each Borrower Parties shall promptly notify the Agent and the Lenders of any material loss, damage, or destruction to the Collateral Collateral, whether or not covered by insurance. The Agent is hereby authorized to collect all property insurance and condemnation proceeds in respect of Collateral in an amount in excess of $500,000 for any incident ("Excess Proceeds") directly and to apply or remit them as follows: (ia) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8. (iib) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers applicable Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 3,000,000 and (3) the ATI or such Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such replacement, repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8. Any such proceeds other than Excess Proceeds may be retained by the Borrowers.

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly notify Notwithstanding any provision of the Agent Lease to the contrary, the Mortgage and the Lenders other documents executed in connection with the Loan shall control the application of any loss, damage, insurance or destruction to the Collateral whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect and the restoration of Collateral directly and to apply the Land or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent Premises in the collection event of a casualty loss or handling thereofa taking. Notwithstanding the foregoing, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1i) the Lease remains in full force and effect and is not otherwise terminable by either Landlord or Tenant under the provisions of Article 17 or Article 18 of the Lease (or if terminable, each party entitled to terminate the Lease irrevocably waives its respective right to terminate the Lease as a result of such casualty), (ii) no Default or Event of Default by Tenant under the Lease has occurred and is continuing, and (2iii) the aggregate maturity date of the Loan (including any applicable extensions) will not occur prior to the estimated date by which the restoration or repair would be substantially completed, Bank agrees to make available the net proceeds do not exceed $1,000,000 of property insurance maintained by Landlord under the Lease or net condemnation awards, to the extent either is actually received by Bank, for Landlord to perform any required repair or restoration obligations in accordance with the provisions of Article 17 or Article 18 of the Lease. Bank’s agreement to make such proceeds of insurance or condemnation award available for repair or restoration shall be subject to Bank’s procedures and (3) requirements for the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any disbursement of such proceeds or award as such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstanceswork is performed, including without limitation, the Agent shall apply such insurance right for Bank to pay contractors and condemnation proceedsvendors directly upon properly received requisitions, ratablypaid receipts, to the reduction of the Obligations in the order provided for in Section 3.6lien waivers, and other requisites imposed by Bank consistent with is customary construction loan requirements.

Insurance and Condemnation Proceeds. The Borrower Parties Each Loan Party shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral in excess of $1,000,000, whether or not covered by insurance. The Agent is hereby authorized to directly collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them such proceeds to the reduction of the Obligations as follows:provided in clause (a) following. The Borrowers shall collect all insurance and condemnation proceeds in respect of property which is not Collateral and shall deliver such proceeds to the agent for application to the reduction of the Obligations as provided in clause (b) following. (ia) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed AssetsCollateral, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceedsproceeds to the reduction of the Obligations in the manner provided for in Section 3.8. (b) With respect to insurance and condemnation proceeds relating to property of any Loan Party which is not Collateral, ratably(i) whenever Availability is less than $50,000,000, but only to the extent of such shortfall, or if any Default or Event of Default exists, the applicable Loan Party shall deliver such insurance and condemnation proceeds to the Agent for application to the reduction of the Obligations in the order provided for in Section 3.6. 3.4 or (ii) With respect if no Default or Event of Default exists and Availability is equal to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, or greater than $50,000,000 the Agent shall permit or require the Borrowers to applicable Borrower may use such proceeds, or any part thereof, to replace, repair, restore restore, or rebuild the relevant Fixed Assets property in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage damage, or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate amount of such proceeds do does not exceed $1,000,000 15,000,000 and (3) the Borrower such Loan Party first (iA) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Majority Lenders and (iiB) demonstrates to the reasonable satisfaction of the Agent and the Required Majority Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6.

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly notify the Agent and the Lenders Lender of any loss, damage, or destruction to the Collateral Collateral, whether or not covered by insurance. The Agent Lender is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent Lender in the collection or handling thereof, the Agent Lender shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent Lender shall permit or require the Borrowers Borrower to use such proceeds, or any part thereof, proceeds to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, and (2) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders Lender with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders Lender and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders Lender that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent Lender shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.4(b).

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly as soon as practicable notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral Collateral, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to shall apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Revolving Loans and, if an Event of Default has occurred and is continuing, to the reduction of the other Obligations in the order provided for in Section 3.63.8. Any remaining proceeds after application as provided in the preceding sentence shall be returned to the Borrower. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 3,000,000 per incident and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Term Loans in the order provided in Section 3.4(b), and thereafter to the reduction of the Obligations in the order provided for in Section 3.63.8.

Insurance and Condemnation Proceeds. The Borrower Parties Each Loan Party shall promptly upon becoming aware, notify the Agent and the Lenders of any material loss, damage, or destruction to the Collateral Collateral, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6SECTION 3.9. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers affected Loan Party to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 500,000 and (3) the Borrower first such Loan Party first, for such repairs using insurance and condemnation proceeds in excess of $100,000 (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6SECTION 3.9.

Insurance and Condemnation Proceeds. The Borrower Parties Each Obligated Party shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral and Real Estate (whether or not any such Real Estate is Collateral), whether or not covered by insurance. The Agent is hereby authorized to directly collect all insurance and condemnation proceeds in respect of Collateral directly and Real Estate (whether or not any such Real Estate is Collateral) and to apply or remit them such proceeds to the reduction of the Obligations as follows: (i1) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, proceeds to the reduction of the Obligations in the order manner provided for in Section 3.63.7. (ii2) With During the existence of a Default or an Event of Default or at any time if the applicable Obligated Party has not initiated collection of such proceeds on a timely basis, with respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed AssetsAssets and any Real Estate which is not Collateral, after deducting from such proceeds the amount of any Debt secured by a Permitted Lien (excluding the Agent's Liens) and the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall permit or require the Borrowers applicable Obligated Party to use such proceeds, or any part thereof, to replace, repair, restore restore, or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage damage, or destruction so long as (1i) no Default or Event of Default has occurred and is continuingexists, (2ii) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein1,000,000. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, proceeds to the reduction of the Obligations in the order provided for in Section 3.63.7.

Insurance and Condemnation Proceeds. The Borrower Parties Each Obligated Party shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral or any Real Estate (whether or not any such Real Estate is Collateral), whether or not covered by insurance, except to the extent that such loss, damage, or destruction involves an amount, and/or a fair market value, that is less than $250,000 in the aggregate as to each occurrence or series of related occurrences. The Agent is hereby authorized to directly collect all insurance and condemnation proceeds in respect of Collateral directly and to apply such proceeds to the reduction of the Obligations or remit them to release such proceeds to the applicable Obligated Party, as followsapplicable, in accordance with the following terms and provisions: (ia) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed AssetsAssets and Inventory, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, proceeds to the reduction of the Obligations in the order manner provided for in Section 3.63.8. (iib) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, provided no Default or Event of Default has occurred and is continuing, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall permit (subject to the proviso below) release to the applicable Obligated Party the aggregate amount of such insurance and condemnation proceeds subject to the Borrowers' compliance with all terms and provisons of this Section 7.6(b); provided, however, that (i) with respect to all such insurance and condemnation proceeds received which exceed $5,000,000 in aggregate amount as to each occurrence or require series of related occurrences, an aggregate amount equal to the Borrowers effective advance rate (as specified on page II-24 of draft #6 of the Confidential Offering Memorandum dated as of November 14, 2002) for Equipment multiplied by the Orderly Liquidation Value of such Equipment (with respect to use any Equipment subject to such proceedsreplacement, repair, restoration, or rebuilding referred to below) and an aggregate amount equal to the effective advance rate (as specified on page II-24 of draft #6 of the Confidential Offering Memorandum dated as of November 14, 2002) for Real Estate multiplied by the fair market value of such Real Estate (with respect to any part thereofReal Estate subject to such replacement, repair, restoration, or rebuilding referred to below), in each case as determined by then most recent appraisals provided to the Agent in accordance with this Agreement, shall be maintained by the Agent in a cash collateral account (in which the Agent has a perfected, first priority Lien as security for the payment and performance of the Obligations) unless and until the same are needed, after utilization and expenditure of all other funds that are necessary or appropriate for the completion of such replacement, repair, restoration, or rebuilding in the manner provided in this Section 7.6(b), to complete such replacement, repair, restoration, or rebuilding, in which case the same shall be released by the Agent to the Parent on an as needed basis for such completion, and (ii) nothwithstanding anything to the contrary contained in this Section 7.6(b), if, at the time of any otherwise applicable release of insurance and condemnation proceeds by the Agent pursuant to clause (i) of this Section 7.6(b), the Term Loans have not been paid in full, then no such proceeds shall be released by Agent unless and until such release is approved by the Required Lenders. The Borrowers shall: (A) use all such proceeds released by the Agent to replace, repair, restore restore, or rebuild the relevant affected Fixed Assets with Fixed Assets of like kind in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage damage, or destruction so long as destruction, and commence such replacement, repair, restoration, or rebuilding within two hundred seventy days (1270) no Default after the date of the casualty or Event of Default has occurred condemnation event to which such proceeds relate and is continuingcontinue the same in a diligent and expeditious manner thereafter; (B) prior to such replacement, (2) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides repair, restoration, or rebuilding, provide the Agent and the Required Lenders with plans and specifications for any such repair replacement, repair, restoration, or restoration rebuilding which shall be reasonably satisfactory to the Agent and the Required Lenders and Agent; (iiC) demonstrates demonstrate, to the reasonable satisfaction of the Agent and the Required Lenders Agent, that the funds available to it the Borrowers or other Obligated Parties will be sufficient to complete such project replacement, repair, restoration, or rebuilding in the manner provided therein; and (D) grant to the Agent, or ensure that the Agent was previously granted, a perfected, first priority Lien on the replaced, repaired, restored, or rebuilt Fixed Assets as security for the payment and performance of the Obligations. In all other circumstancescircumstances (including, without limitation, if all requirements relating to replacement, repair, restoration, or rebuilding of the affected Fixed Assets are not complied with) and with respect to all other such proceeds, the Agent shall apply all such insurance and condemnation proceeds, ratably, proceeds to the reduction of the Obligations in the order manner provided for in Section 3.63.4(c) as it relates to the proceeds of dispositions other than sales of Accounts and Inventory, excluding the effect of the proviso at the end of Section 3.4(c). Any insurance and condemnation proceeds to be released pursuant to the foregoing provisions may, at the option of the Agent, be disbursed from time to time as replacement, repair, restoration, or rebuilding progresses to pay for the work completed and in place and such disbursements may, at the Agent's option, be made directly to the applicable Obligated Party or Obligated Parties or to or through any contractor or materialman to whom payment is due or to or through a construction escrow to be maintained by a title insurer acceptable to the Agent. Notwithstanding anything to the contrary contained in this Section 7.6(b), any insurance and condemnation proceeds which do not exceed $5,000,000 in aggregate amount as to any occurrence or series of related occurrences shall be released to the applicable Obligated Party, and all such proceeds shall be either (1) used to replace, repair, restore, or rebuild the affected Fixed Assets in accordance with the preceding terms and provisions of this Section 7.6 (including, without limitation, the requirements set forth in clause (A) preceding regarding the permitted time period during which such action shall be taken) but without involvement of the Agent or the Lenders or (2) used to prepare the Loans in accordance with Section 3.4(b).

Insurance and Condemnation Proceeds. The Borrower Parties Borrowers shall promptly notify the Collateral Agent and the Lenders of any loss, damage, or destruction to the Collateral Collateral, whether or not covered by insurance, in excess of $100,000. The Collateral Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral (other than Collateral subject to a prior Permitted Lien permitted under clauses (i), (j), (k), (l) or (m) of the definition of "Permitted Liens") directly and to apply or remit them as follows: (ia) With respect to insurance and condemnation proceeds relating to such Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Collateral Agent in the collection or handling thereof, the Collateral Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8. (iib) With respect to insurance and condemnation proceeds relating to such Collateral consisting of Fixed Assets, the Collateral Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1i) no Default or Event of Default has occurred and is continuing, (2ii) the aggregate proceeds do not exceed $1,000,000 250,000 and (3iii) the Borrower Borrowers first (iA) provides provide the Collateral Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Collateral Agent and the Required Lenders and (iiB) demonstrates demonstrate to the reasonable satisfaction of the Collateral Agent and the Required Lenders that the funds available to it them will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Collateral Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.4(d).

Insurance and Condemnation Proceeds. The Borrower Parties No later than the fifth ----------------------------------- (5/th/) Business Day following the date of receipt by ChipPAC or any of its Subsidiaries of any cash payments under any insurance policy as a result of any damage to or loss of all or any portion of the Collateral or any other tangible asset (net of actual costs incurred and any taxes paid or payable by ChipPAC or any of its Subsidiaries in connection with adjustment and settlement thereof, "Insurance --------- Proceeds") or any proceeds resulting from the taking of assets by the power of eminent domain, condemnation or otherwise (net of actual costs incurred and any taxes paid or payable by ChipPAC or any of its Subsidiaries in connection with adjustment and settlement thereof, "Condemnation Proceeds") (any such event resulting in the recovery of --------------------- Insurance Proceeds or Condemnation Proceeds, a "Recovery Event"), -------------- Company shall promptly notify prepay the Loans (and/or the Revolving Loan Commitments or Term Delayed Draw Loan Commitments shall be reduced) in an amount equal to the Insurance Proceeds or Condemnation Proceeds, as the case may be, received; provided that, if ChipPAC shall have delivered a -------- Reinvestment Notice to the Administrative Agent no later than five (5) Business Days prior to the consummation of such Recovery Event and no Event of Default exists at the time of such consummation and the Lenders time of delivery of such notice, Company shall not be required to make any prepayment (and/or reduction in the Revolving Loan Commitments or Term Delayed Draw Loan Commitments) with the proceeds of such Recovery Event to the extent that (x) all or any portion of such proceeds are reinvested (or a contract has been entered into to reinvest) in Reinvestment Assets within 365 days from the date of receipt of such proceeds, and (y) after giving effect thereto, the aggregate amount of proceeds not used to make mandatory prepayments of Loans (and/or reduce the Revolving Loan Commitments or Term Delayed Draw Loan Commitments) pursuant to this proviso does not exceed $10,000,000 during any Fiscal Year; provided, further, that, on each Reinvestment -------- ------- Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay the Loans (and/or the Revolving Loan Commitments or Term Delayed Draw Loan Commitments shall be reduced). In addition, in the event that ChipPAC shall, at any time after receipt of proceeds of any lossReinvestment Event requiring a prepayment (and/or reduction in the Revolving Loan Commitments or Term Delayed Draw Loan Commitments) pursuant to this subsection 2.4B(iii)(d), damage, determine that the prepayments (and/or reduction in the Revolving Loan Commitments or destruction to the Collateral whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds Term Delayed Draw Loan Commitments) previously made in respect of Collateral directly such Reinvestment Event were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(d), Company shall promptly cause to be made an additional prepayment of the Loans (and/or reduce the Revolving Loan Commitments or Term Delayed Draw Loan Commitments) in an amount equal to the amount of any such deficit, and ChipPAC shall concurrently therewith deliver to the Administrative Agent an Officer's Certificate demonstrating the derivation of the additional proceeds resulting in such deficit. If Company is otherwise required to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from any portion of such proceeds the reasonable expenses, if any, incurred to prepay Indebtedness evidenced by the Agent Subordinated Debt then, notwithstanding anything contained in the collection or handling thereof, the Agent shall apply such proceeds, ratably, this Agreement to the reduction contrary, ChipPAC shall cause such Insurance Proceeds and Condemnation Proceeds to be applied to the prepayment of the Obligations in Loans so as to eliminate or minimize any obligation to prepay the order provided for in Section 3.6Subordinated Debt. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6.

Insurance and Condemnation Proceeds. The Borrower Parties Borrowers (through the Funds Administrator) shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral in excess of $3,000,000, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Collateral consisting of Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Core Fixed Assets, the Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Core Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, and (2) Excess Availability shall be greater than $15,000,000 at the aggregate proceeds do not exceed $1,000,000 and (3) time of Borrowers’ receipt thereof. If at the Borrower first (i) provides time of the Agent and the Required Lenders with plans and specifications for receipt of any such repair insurance and condemnation proceeds either (1) a Default or restoration which Event of Default has occurred and is continuing or (2) Excess Availability shall not be greater than $15,000,000, then such funds shall be reasonably satisfactory paid to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8. As used herein, “Core Fixed Assets” means Fixed Assets of the Borrowers that are necessary to the continued operation of one or more of the core businesses of the Borrowers.

Insurance and Condemnation Proceeds. The Borrower Parties Borrowers shall promptly notify the Agent and the Lenders of any material loss, damage, or destruction to the Collateral Collateral, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (ia) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, proceeds to the reduction of the Obligations in the order provided for in Section 3.6Revolving Loans. (iib) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers Loan Parties to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, continuing and (2) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower Loan Parties first (i) provides provide the Agent and the Required Majority Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Majority Lenders (such satisfaction not to be unreasonably withheld or delayed) and (ii) demonstrates demonstrate to the reasonable satisfaction of the Agent and the Required Majority Lenders (such satisfaction not to be unreasonably withheld or delayed) that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, proceeds to the Revolving Loans (but without reduction of the Obligations in the order provided for in Section 3.6Revolving Credit Commitments).

Insurance and Condemnation Proceeds. The Borrower Parties Borrowers shall ----------------------------------- promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral in excess of $25,000 per occurrence, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (ia) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6.3.8. ----------- (iib) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 10,000,000 and (3) the Borrower Borrowers first (i) provides provide the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates demonstrate to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6.Sections 3.3 and 3.8. ------------ ---

Insurance and Condemnation Proceeds. 8.1 Adjustment and Compromise of Claims and Awards The Borrower Parties shall promptly notify Mortgagor may settle any insurance claim or condemnation proceeding if the Agent and effect of the Lenders casualty or the condemnation may be remedied for Two Hundred Fifty Thousand Dollars ($250,000) or less. If a greater sum is required, the Mortgagor may not settle any such claim or proceeding without the advance written consent of the Lender. If a Default exists, the Mortgagor may not settle any loss, damage, insurance claim or destruction condemnation proceeding without the advance written consent of the Lender. 8.2 Direct Payment to the Collateral whether Lender of Proceeds If the Insurance Proceeds received in connection with a casualty or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds the Condemnation Proceeds received in respect of Collateral a condemnation exceed Two Hundred Fifty Thousand Dollars ($250,000), or if there is a Default, then such proceeds shall be paid directly to the Lender. The Lender shall have the right to endorse instruments which evidence proceeds that it is entitled to receive directly. 8.3 Availability to the Mortgagor of Proceeds The Mortgagor shall have the right to use the Insurance Proceeds or the Condemnation Proceeds to carry out the Restoration of the Real Property, if the amount received is less than Five Million Dollars ($5,000,000), subject to the conditions set forth in Subsections 8.4, 8.5, and 8.6 of this Section. If the amount received in respect of a casualty or condemnation equals or exceeds Five Million Dollars ($5,000,000), and if the Loan-to-Value ratio of the Property on completion will be sixty-five percent (65%) or less, as determined by the Lender in its discretion based on its estimate of the market value of the Real Property, the Lender shall receive such Insurance Proceeds or Condemnation Proceeds directly and hold them in a fund for Restoration subject to the conditions set forth in Subsections 8.4, 8.5, and 8.6 of this Section. If the Lender’s estimate of the market value of the Real Property implies a Loan-to-Value ratio of over sixty-five percent (65%), and the Mortgagor disagrees with the Lender’s estimate, the Mortgagor may require that the Lender engage an independent appraiser (the “Fee Appraiser”) to prepare and submit to AEGON a full narrative appraisal report estimating the market value of the Real Property. The Fee Appraiser shall be certified in Illinois and shall be a member of a national appraisal organization that has adopted the Uniform Standards of Professional Appraisal Practice (USPAP) established by the Appraisal Standards Board of the Appraisal Foundation. The Fee Appraiser will be required to use the procedure for the appraisal of the Real Property at the time of the origination of the Loan, including the required assumptions and limiting conditions. For purposes of this Section, the independent appraiser’s value conclusion shall be binding on both the Lender and the Mortgagor. The Mortgagor or the Borrower shall have the right to make a prepayment of the Loan, without premium, sufficient to achieve this Loan-to-Value ratio. The independent fee appraisal shall be at the Mortgagor’s expense. Unless the Mortgagor has the right to use the Insurance Proceeds or the Condemnation Proceeds under the foregoing paragraphs, the Lender may, in its sole and absolute discretion, either apply them to the Loan balance or remit disburse them for the purposes of repair and reconstruction, or to remedy the effects of the condemnation. No prepayment premium will be charged on Insurance Proceeds or Condemnation Proceeds applied to reduce the principal balance of the Loan. 8.4 Conditions to Availability of proceeds The Lender shall have no obligation to release Insurance Proceeds or Condemnation Proceeds to the Mortgagor, and may hold such amounts as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds additional security for the reasonable expensesLoan, if any(a) a Default exists, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6. (iib) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of payment Default has occurred during the preceding twelve (12) months, or (c) if the Insurance Proceeds or Condemnation Proceeds received by the Lender and is continuingany other funds deposited by the Mortgagor with the Lender are insufficient, (2) as determined by the aggregate proceeds do not exceed $1,000,000 Lender in its reasonable discretion, to complete the Restoration. If a Default exists, the Lender may at its sole and (3) absolute discretion apply such Insurance Proceeds and Condemnation Proceeds to the Borrower first (i) provides full or partial cure of the Agent and Default. 8.5 Permitted Mezzanine Financing for Rebuilding or Remediation of the Required Lenders Effect of Taking by Eminent Domain If the Lender reasonably determines that the Insurance Proceeds or Condemnation Proceeds received in respect of a casualty or condemnation, as the case may be, would be insufficient to permit the Mortgagor to restore the Improvements to their condition before the casualty, or to remedy the effect on the Real Property of the condemnation, then the Mortgagor shall use its commercially reasonable efforts to secure such additional funds as are necessary to effect the Restoration. The Mortgagor’s obligation to use its commercially reasonable efforts shall be limited to securing such funds on a non-recourse basis. Interests in the Mortgagor may be pledged as security to the extent necessary in connection with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6financing.

Insurance and Condemnation Proceeds. The Borrower Parties Borrowers shall promptly notify the Agent and the Lenders Lender of any loss, damage, or destruction to the Collateral Collateral, whether or not covered by insuranceinsurance in excess of $500,000. The Agent Lender is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed AssetsAssets in excess of $1,000,000, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent Lender in the collection or handling thereof, the Agent Lender shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed AssetsAssets in excess of $500,000, the Agent Lender shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower Borrowers first (i) provides provide the Agent and the Required Lenders Lender with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders Lender and (ii) demonstrates demonstrate to the reasonable satisfaction of the Agent and the Required Lenders Lender that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent Lender shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8.

Insurance and Condemnation Proceeds. The Borrower Parties Each Loan Party shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral which exceeds $5,000,000 in any Fiscal Year, whether or not covered by insurance. The Agent is hereby authorized to directly collect all insurance and condemnation proceeds in respect of Collateral directly of a Loan Party and to apply or remit them such proceeds to the reduction of the Obligations as follows: (ia) With respect to insurance and condemnation proceeds relating to Collateral of a Loan Party other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, proceeds to the reduction of the Obligations in the order manner provided for in Section 3.63.8. (iib) With respect to insurance and condemnation proceeds relating to Collateral of a Loan Party consisting of Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall permit or require the Borrowers affected Loan Party to use such proceeds, or any part thereof, to replace, repair, restore restore, or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage damage, or destruction so long as (1i) no Default or Event of Default has occurred and is continuingexists, (2ii) the aggregate of any such proceeds in any Fiscal Year do not exceed $1,000,000 3,000,000, and (3iii) the Borrower such Loan Party first (iA) provides the Agent and the Required Majority Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Majority Lenders and (iiB) demonstrates to the reasonable satisfaction of the Agent and the Required Majority Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order manner provided for in Section 3.63.8). Without limiting the foregoing, with respect to any such insurance or condemnation proceeds of any Canada Subsidiary, at the request of the Parent (but without obligation to do so) the Agent in its sole discretion may allow such proceeds to be held as cash Collateral, rather than immediately applied to the Obligations, on such terms as may be acceptable to the Agent.

Insurance and Condemnation Proceeds. The Each Borrower Parties shall promptly notify the Agent and the Lenders of any loss, damage, damage or destruction to the Collateral Collateral, whether or not covered by insurance; provided that no Borrower shall be required to notify the Agent under this Section 7.6 to the extent that any such loss, damage or destruction (or any related events of such loss, damage or destruction) result in loss, damage or destruction of Collateral with an aggregate fair market value of not more than $1,000,000. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to (a) Collateral (other than Fixed AssetsAssets and Trademark Subfacility Collateral), after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in the first sentence of Section 3.63.4(b)(i)(3) and (b) Trademark Subfacility Collateral, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in the second sentence of Section 3.4(b)(i)(3). (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers applicable Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 25,000,000 and (3) the applicable Borrower first (i) provides the Agent and the Required Majority Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Majority Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Majority Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in the first sentence of Section 3.63.4(b)(i)(3).

Insurance and Condemnation Proceeds. The Borrower Parties Each Obligated Party shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral or any Real Estate (whether or not any such Real Estate is Collateral), whether or not covered by insurance, except to the AMENDED AND RESTATED CREDIT AGREEMENT extent that such loss, damage, or destruction involves an amount, and/or a fair market value, that is less than $2,500,000 in the aggregate as to each occurrence or series of related occurrences. The Agent is hereby authorized to directly collect all insurance and condemnation proceeds in respect of Collateral directly and to apply such proceeds to the reduction of the Obligations or remit them to release such proceeds to the applicable Obligated Party, as followsapplicable, in accordance with the following terms and provisions: (ia) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, proceeds to the reduction of the Obligations in the order manner provided for in Section 3.63.8. (iib) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Obligated Parties may, at their option, and shall, at the request of the Agent shall permit or require at any time after the Borrowers to occurrence and during the continuance of a Default, use such proceeds, or any part thereof, proceeds to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or destruction. At all times after the occurrence and during the continuance of an Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstancesDefault, the Agent shall Obligated Parties shall, unless otherwise agreed by the Agent, apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8.

Insurance and Condemnation Proceeds. The Borrower Parties Each Loan Party shall promptly upon becoming aware, notify the Agent and the Lenders of any material loss, damage, or destruction to the Collateral Collateral, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.9. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers affected Loan Party to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 500,000 and (3) the Borrower first such Loan Party first, for such repairs using insurance and condemnation proceeds in excess of $100,000 (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.9.

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly notify the Administrative Agent and the Lenders of any loss, damage, or destruction to the Collateral in excess of $5,000,000, whether or not covered by insurance. The Administrative Agent is hereby authorized to collect all business interruption proceeds and all other insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (ia) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assetsand proceeds of business interruption insurance, after deducting from such proceeds the reasonable expenses, if any, incurred by the Administrative Agent in the collection or handling thereof, the Administrative Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.62.18. (iib) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, to the Agent extent not prohibited by the terms of the Term Loan Agreement, the Borrower shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 and (3) destruction; provided that the Borrower first need not comply with the requirements under this clause (ib) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) extent it demonstrates to the reasonable Administrative Agent’s satisfaction that the Borrower’s remaining Fixed Assets are sufficient for the Borrower to continue producing and processing Inventory in a manner which is substantially similar to the operations of the Agent and Borrower existing immediately prior to the Required Lenders that the funds available to it will be sufficient to complete such project event resulting in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.6proceeds being issued.

Insurance and Condemnation Proceeds. The Borrower Parties shall promptly notify the Agent and the Lenders of any loss, damage, or destruction to the Collateral with a value exceeding $500,000, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as follows: (i) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.63.8. (ii) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets, the Agent shall permit or require the Borrowers Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction destruction; so long as (1) no Default or Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $1,000,000 and (3) the Borrower first (i) provides the Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Agent and the Required Lenders and (ii) demonstrates to the reasonable satisfaction of the Agent and the Required Lenders that the funds available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent shall apply such insurance and condemnation proceeds, ratably, proceeds to the reduction of the Obligations Loans in the order provided for in Section 3.6accordance with Sections 3.4(b) and 3.4(c).