Common use of Insurance/Condemnation Proceeds Clause in Contracts

Insurance/Condemnation Proceeds. Not later than the tenth Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) so long as no Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not later than Within five (5) Business Days after the tenth Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, as loss payee, Subsidiaries of any Net Insurance/Condemnation ProceedsCash Proceeds of insurance or condemnations awards, the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of such Net Insurance/Condemnation Cash Proceeds; provided that however, (i) that no such prepayment shall be required unless and until the total aggregate amount of such Net Cash Proceeds received by Holdings and its Subsidiaries in any fiscal year (and not paid to the Administrative Agent as a prepayment of the Loans) exceeds One Hundred Thousand Dollars ($100,000) (and to the extent prepayment is required, the required amount of such prepayment shall only be the Net Cash Proceeds in excess of the amount thereof) and (ii) if the Borrower notifies the Administrative Agent and Lenders of Holdings or any Subsidiary of Holdings’ intent to reinvest such Net Cash Proceeds on or prior to the fifth day after such receipt of Net Cash Proceeds then so long as (x) no Default or Event of Default shall have occurred and or be continuing at the time of such notice, at the time of reinvestment or at any time in between (and if any Default or reinvestment is pending, the Net Cash Proceeds will be promptly applied to repay the Loan Obligations) and (iiy) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date proceeds of determination do not exceed $25,000,000such insurance or condemnation award are held in a Controlled Account, the Borrower shall have the option, directly or through one or more of the Operating Credit Loan Parties or any of their respective its Subsidiaries, to invest use such Net Insurance/Condemnation Cash Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term similar productive assets of the general type business, in each case, (x) that are used or useful in the business of Holdings and its SubsidiariesSubsidiaries and (y) that comprise Collateral to the extent such property or asset sold or otherwise disposed of was Collateral, which investment may include within one hundred and eighty (180) days of receipt of such Net Cash Proceeds (subject to, if Holdings or the repairapplicable Subsidiary enters into a binding commitment to reinvest such proceeds not later than the end of such one hundred and eighty (180) day period with the good faith expectation that such proceeds will be applied to satisfy such reinvestment commitment within one hundred eighty (180) days, restoration an extension for a period of up to an additional one hundred eighty (180) days from the end of such one hundred and eighty (180) day period) (the “Reinvestment Period”) Any amounts not previously repaid or replacement reinvested during the Reinvestment Period, must immediately be repaid pursuant to this ‎Section 2.01 (e) on the last day of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofReinvestment Period.

Insurance/Condemnation Proceeds. Not No later than the tenth fifth Business Day following the date of receipt by Holdings Holdings, any Borrower or any of its the Restricted Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as lender loss payee, of any Net Insurance/Condemnation ProceedsProceeds in excess of $1,000,000 in the aggregate in any Fiscal Year, the Borrower Borrowers shall prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) provided, so long as no Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000continuing, the Borrower Borrowers shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, Restricted Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) 365 days of receipt thereof (x) to repair, restore or within eighteen replace damaged property or property affected by loss, destruction, damage, condemnation, confiscation, requisition, seizure or taking and/or (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereofy) in long term productive assets of the general type used (other than working capital assets) useful in the business of Holdings and its Subsidiariesbusinesses not prohibited under Section 6.12, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided thatfurther, (x) if at the time that any Borrowers or a Restricted Subsidiary enters into a legally binding commitment (and have provided the Administrative Agent with a copy of such prepayment would be required the Borrower is also required binding commitment) to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower invest such Net Insurance/Condemnation Proceeds within such 365-day period, such 365-day period shall extend by an additional 180-day period and (y) if all or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds portion of such Net Insurance/Condemnation Proceeds are not so reinvested (such Senior Secured Debt required and/or committed to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”reinvested and then actually reinvested) within the time period set forth above in this Section 2.14(b), then such remaining portion shall be applied not later than the Borrower may apply last day of such period (or any earlier date on which Holdings or such Restricted Subsidiary determines not to so reinvest such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant Proceeds) as provided above in this Section 2.14(b) without regard to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on or the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofimmediately preceding proviso.

Insurance/Condemnation Proceeds. Not No later than the tenth three Business Day Days following the date of receipt by Holdings Borrower or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds of any covered loss under a casualty insurance policy or taking (other than with respect to any ABL Priority Collateral and proceeds thereof, which, until the Discharge of ABL Obligations, shall be governed by the ABL Credit Agreement and the Intercreditor Agreement), Borrower shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided provided, that (i) so long as no Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000continuing, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective its Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings Borrower and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereofthereof or an investment in equity of any Person that owns, in capital expenditures or in any line of business or division that owns, assets (other than Cash and Cash Equivalents) used or properties useful in the business of the Borrower and its Subsidiaries; provided that, Subsidiaries within (x) twelve (12) months following receipt of such Net Proceeds or (y) if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any other Obligor enters into a legally binding commitment to reinvest such Net Proceeds within twelve (12) months following receipt thereof, within the later of its Subsidiaries permitted under Section 6.1 pursuant to the terms (A) twelve (12) months following receipt thereof and (B) one hundred eighty (180) days of the documentation governing such Senior Secured Debt with the proceeds date of such legally binding commitment; provided that if any Net Insurance/Condemnation Proceeds (such Senior Secured Debt required are no longer intended to be repaid or repurchased or cannot be so reinvested at any time after such reinvestment election, an amount equal to any such Net Proceeds shall be applied within five (5) Business Days after Borrower reasonably determines that such Net Proceeds are no longer intended to be offered to or cannot be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis reinvested to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to as set forth in this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof5.8.2.

Insurance/Condemnation Proceeds. Not No later than the tenth fifth Business Day following the date of receipt by Holdings any Loan Party or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Agent as lender loss payee, of any Net Insurance/Condemnation ProceedsProceeds from insurance or any condemnation, the taking, or other casualty, Lead Borrower shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided provided, that (i) so long as no Default or Event of Default shall have occurred and be continuing and continuing, (ii) Lead Borrower has delivered Administrative Agent prior written notice of Lead Borrower’s intention to apply the Reinvestment Amounts to the extent costs of replacement of the properties or assets that aggregate Net Insurance/Condemnation Proceeds from are the Closing Date through subject of such condemnation, taking, or other casualty or the applicable cost of purchase or construction of other assets useful in the business of the Loan Parties or their Subsidiaries reinvested within twelve (12) months (or within 18 (eighteen) months following receipt thereof if a contractual commitment to reinvest is entered into within twelve (12) months following receipt thereof) following the date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more receipt of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds Proceeds, (iii) the monies are held in a Deposit Account in which Collateral Agent has a perfected first-priority security interest, and (iv) the Loan Parties and their Subsidiaries complete such replacement, purchase, or construction within three hundred sixty twelve (36012) days months after the initial receipt of receipt thereof such monies (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty twelve (36012) days months following receipt thereof) ), the Loan Parties and their Subsidiaries shall have the option to apply such monies, in long term productive assets an aggregate amount not to exceed $2,500,000 in any Fiscal Year, to the costs of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereofthat are the subject of such condemnation, in capital expenditures taking, or in other casualty or the costs of purchase or construction of other assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower Loan Parties and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its their Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans unless and to the repayment extent that such applicable period shall have expired without such replacement, purchase, or repurchase of Other Applicable Insurance Indebtednessconstruction being made or completed, and in which case, any amounts remaining in the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) cash collateral account shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans paid to Administrative Agent and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans applied in accordance with the terms hereofSection 2.14(a); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not Subject to the First Lien Credit Agreement and the Intercreditor Agreement, and subject to Sections 2.11(h) and 2.14(g), no later than the tenth Business Day following the date of receipt by Holdings Holdings, any Borrower or any of its the Restricted Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as lender loss payee, of any Net Insurance/Condemnation ProceedsProceeds in excess of $1,200,000 in the aggregate in any Fiscal Year, the Borrower Borrowers shall prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) provided, so long as no Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000continuing, the Borrower Borrowers shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, Restricted Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) 365 days of receipt thereof (x) to repair, restore or within eighteen replace damaged property or property affected by loss, destruction, damage, condemnation, confiscation, requisition, seizure or taking and/or (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereofy) in long term productive assets of the general type used (other than working capital assets) useful in the business of Holdings and its Subsidiariesbusinesses not prohibited under Section 6.12, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided thatfurther, (x) if at the time that any Borrowers or a Restricted Subsidiary enters into a legally binding commitment (and have provided the Administrative Agent with a copy of such prepayment would be required the Borrower is also required binding commitment) to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower invest such Net Insurance/Condemnation Proceeds within such 365-day period, such 365-day period shall extend by an additional 180-day period and (y) if all or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds portion of such Net Insurance/Condemnation Proceeds are not so reinvested (such Senior Secured Debt required and/or committed to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”reinvested and then actually reinvested) within the time period set forth above in this Section 2.14(b), then such remaining portion shall be applied not later than the Borrower may apply last day of such period (or any earlier date on which Holdings or such Restricted Subsidiary determines not to so reinvest such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant Proceeds) as provided above in this Section 2.14(b) without regard to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on or the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofimmediately preceding proviso.

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings any Note Party or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Agent as loss payee, of any Net Insurance/Condemnation Proceeds (it being understood that such Net Insurance/Condemnation Proceeds, if received on or after the Borrower Initial Note Date, shall prepay be deposited into a Controlled Account on the Loans same Business Day as receipt thereof), the Remaining Amount shall be reduced in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that provided, (i) so long as no Default or Event of Default shall have occurred and be continuing continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000500,000 (such amounts, the Borrower “Insurance/Condemnation Reinvestments Amounts”), Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds Reinvestment Amounts within three one hundred sixty (360) eighty days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereofthe “Insurance/Condemnation Reinvestment Period”) in long term productive assets of the general type used in the business of Holdings Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable relevant assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business respect of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of which such Net Insurance/Condemnation Proceeds were received; provided further, pending any such investment, all such Insurance/Condemnation Reinvestment Amounts shall, if requested by the Requisite Purchasers, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to the Requisite Purchasers. In the event that such Insurance/Condemnation Reinvestment Amounts are not reinvested by Company prior to the earlier of (i) the expiration of the applicable Insurance/Condemnation Reinvestment Period, and (ii) the occurrence of an Event of Default, then, at such Senior Secured Debt required time, an Event of Default shall be deemed to have occurred and be repaid continuing under this Section (b) until a prepayment is made (or repurchased or any such escrow is applied as a prepayment) in an amount equal to be offered to be such Insurance/Condemnation Reinvestment Amounts that have not been so repaid or repurchasedreinvested. For the avoidance of doubt, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net if any Insurance/Condemnation Proceeds on a pro rata basis are received by any Note Party or any of its Subsidiaries prior to the prepayment payment in full and discharge of the Loans and to the repayment or repurchase Goldman NPA Obligations (other than in respect of Other Applicable Insurance Indebtednessany contingent indemnification amounts for which no claim has been made), and the amount of prepayment such Insurance/Condemnation Proceeds shall be applied as set forth in Section 2.13 of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofGoldman NPA.

Insurance/Condemnation Proceeds. Not No later than the tenth 10 Business Day Days following the date of receipt by Holdings or any of its SubsidiariesGroup Member, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation ProceedsCash Proceeds of the type described in clause (b) of the definition thereof, the Borrower Term Loans shall prepay the Loans be repaid as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Cash Proceeds; provided provided, that (i) so long as no Default or Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000continuing, the Borrower Representative shall have the option, upon written notice to the Administrative Agent, directly or through one or more of the Operating Credit Parties its Subsidiaries to invest or any of their respective Subsidiaries, commit in writing to invest such Net Insurance/Condemnation Cash Proceeds within three hundred sixty (360) 365 days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used useful in the business of Holdings and its Subsidiariesone or more Group Member, which investment Investment may include the repair, restoration or replacement of the applicable assets thereofthereof or Permitted Acquisitions; provided, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful further, that in the business of event such Net Cash Proceeds are committed in writing to be invested prior to such 365th day, the Borrower and its Subsidiaries; provided thatRepresentative shall have the option to invest such Net Cash Proceeds within 180 days after the expiration of such initial 365-day period. Notwithstanding the foregoing, if at the time that any such prepayment would no Group Member shall be required the Borrower is also required to repay or repurchase or the Term Loans with any such Net Cash Proceeds to offer the extent the repatriation of such Net Cash Proceeds to repurchase or repay Senior Secured Debt fund such repayments would, in the good faith judgment of the U.S. Borrower, result in material adverse tax consequences to the U.S. Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt or conflict with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchasedapplicable law; provided that, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaidany event, the declined amount U.S. Borrower shall promptly (and use commercially reasonable efforts to eliminate such tax effects in any event within ten Business Days after the date of order to make such rejection) be applied to prepay the Loans in accordance with the terms hereofprepayments.

Insurance/Condemnation Proceeds. Not later than Subject to the tenth Business Day following the date provisions of receipt by Holdings this Section and of Sections 12 and 13 hereof, Borrower hereby assigns to Lender all proceeds of any insurance or any of its Subsidiariescondemnation awards which Borrower may be entitled to receive for loss or damage to, or a taking of, the Collateral AgentPortfolio Properties. In the event of loss or damage to, for or a taking of, any Site, the benefit proceeds of said insurance or condemnation award shall be payable to Lender alone and Borrower hereby authorizes and directs any affected insurance company or government agency to make payment of the Secured Partiesinsurance proceeds or condemnation awards directly to Lender; provided, as loss payeehowever, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) so long as (a) no Event of Default shall have occurred and be continuing and exists hereunder, or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, (iib) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination insurance proceeds or condemnation awards do not exceed Two Hundred Fifty Thousand Dollars ($25,000,000250,000) (the “Loss Threshold”), and (c) if the Borrower shall have the optioncasualty or condemnation affects any Site owned under a ground lease, directly such ground lease remains in full force and effect and is not terminable as a result of a casualty or through one or more condemnation, Lender hereby authorizes payment of the Operating Credit Parties insurance proceeds or any of their respective Subsidiaries, condemnation awards directly to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of Borrower. In the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time event that any such prepayment would be required the insurance proceeds or condemnation awards are paid directly to Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt in contravention of the provisions of this Loan Agreement, Borrower shall make such proceeds or awards available to Lender within five (5) Business Days of Borrower’s receipt thereof. No such loss or damage shall itself reduce the Indebtedness. Upon any Event of Default, Lender is authorized to adjust and compromise such loss without the consent of Borrower, to collect and receive such proceeds or awards in the name of Lender and Borrower and to endorse Borrower’s name upon any check in payment thereof. Subject to the provisions of Sections 12, 13 and 14 hereof, such proceeds or awards shall be applied first toward reimbursement of all costs and expenses of Lender in collecting said proceeds or awards, then toward payment of the Indebtedness or any portion thereof, whether or not then due and payable, in whatever order Lender may elect, or Lender may, at its option, apply said insurance proceeds or condemnation awards in whole or in part toward restoration of its Subsidiaries permitted under Section 6.1 pursuant the Site(s) for which such insurance proceeds or condemnation awards shall have been paid. In the event of foreclosure of the Portfolio Mortgages or other transfer of title to the terms Portfolio Properties and extinguishment, in whole or in part, of the documentation governing such Senior Secured Debt with the proceeds Indebtedness, all right, title, and interest of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required Borrower in and to be repaid any insurance policy, or repurchased premiums or to be offered to be so repaid payments in satisfaction of claims or repurchasedany other rights thereunder then in force, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis shall pass to the prepayment of the Loans and to the repayment purchaser or repurchase of Other Applicable Insurance Indebtedness, and grantee notwithstanding the amount of prepayment any bid at such foreclosure sale. Nothing contained herein shall prevent the accrual of interest as provided in the Notes on any portion of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on principal balance due under the basis of Notes until such time as the aggregate outstanding principal amount of the Loans insurance proceeds or condemnation awards are actually received and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay reduce the Loans in accordance with the terms hereofprincipal balance outstanding.

Insurance/Condemnation Proceeds. Not later than the tenth Business Day following the date of Upon receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower Manager (on behalf of the Securitization Entities) shall prepay deposit or cause the Loans deposit of such Insurance/Condemnation Proceeds to a Management Account. Notwithstanding anything in an aggregate amount equal this Agreement or any other Transaction Document to such Net the contrary, at the election of the Manager (on behalf of the applicable Securitization Entity) (as notified by the Manager to the Trustee, the Control Party and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds) and so long as no Rapid Amortization Event shall have occurred and be continuing, the Manager (on behalf of the Securitization Entities) may reinvest such Insurance/Condemnation Proceeds to repair or replace the assets in respect of which such Insurance/Condemnation Proceeds were received within one calendar year following receipt of such Insurance/Condemnation Proceeds (or, if any Securitization Entity (or the Manager on its behalf) shall have entered into a binding commitment to reinvest such Insurance/Condemnation Proceeds within one (1) calendar year following receipt of such Insurance/Condemnation Proceeds, within eighteen (18) calendar months following receipt of such Insurance/Condemnation Proceeds); provided that (i) so long as no Event in the event the Manager has repaired or replaced the assets with respect to which such Insurance/Condemnation Proceeds have been received prior to the receipt of Default such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall have occurred and be continuing used to reimburse the Manager for any expenditures in connection with such repair or replacement and (ii) to the extent that aggregate Net any Insurance/Condemnation Proceeds from received in connection with the Closing Date through the applicable date exercise of determination do not exceed $25,000,000any non-temporary condemnation, the Borrower shall have the option, directly eminent domain or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 similar powers exercised pursuant to the terms Requirements of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to Law may be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans reinvested in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofEligible Assets.

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower Company shall offer to prepay the Loans as set forth in Sections 2.14(b) and 2.14(d) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) provided, so long as no Default or Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date on or as of determination do not exceed $25,000,000such first Business Day, the Borrower Company shall have the optionoption (exercisable upon written notice thereof to Administrative Agent on or prior to such first Business Day), directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three hundred and sixty five (360365) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long long-term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereofthereof (it being expressly agreed that any Net Insurance/Condemnation Proceeds not so invested shall immediately be offered to be applied as set forth in Sections 2.14(b) and 2.14(d)); provided, in capital expenditures further, pending any such investment at any time that Net Insurance/Condemnation Proceeds not so invested shall equal or in assets (other than Cash and Cash Equivalents) used or useful exceed $5,000,000 in the business of the Borrower and its Subsidiaries; provided thataggregate, if at the time that any such prepayment would be required the Borrower is also required an amount equal to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of all such Net Insurance/Condemnation Proceeds shall be deposited by Company, unless waived by Administrative Agent in its sole discretion, in a deposit account maintained at Administrative Agent (such Senior Secured Debt required to it being understood that, (x) so long as no Default or Event of Default shall have occurred and be repaid continuing, Administrative Agent shall release or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis consent to the prepayment release of the Loans and such funds to the repayment or repurchase Company upon delivery to Administrative Agent of Other Applicable Insurance Indebtednessa certificate of an officer of Company certifying that such funds shall, and the amount upon release of prepayment of the Loans that would have otherwise been required pursuant to such funds, be applied in accordance this Section 2.10(b2.13(b) shall be reduced accordingly and (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that y) to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be amounts are not applied to prepay the Loans in accordance with with, and at the terms hereoftimes required by, this Section 2.13(b), all such funds then held by Administrative Agent shall be immediately applied by Administrative Agent, or immediately paid over to Administrative Agent to be applied, as set forth in Section 2.14(b)).

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings the Borrower or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds from a casualty or condemnation of property, the Borrower shall prepay (and the Loans Obligations shall be permanently reduced) as set forth in Section 2.09 (however, prior to the Discharge of ABL Obligations, Net Proceeds constituting Proceeds of ABL Priority Collateral shall prepay the outstanding principal amount of the ABL Obligations in accordance with the application provisions of Section 2.11(c) of the Revolving Credit Agreement as in effect on the Closing Date) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that provided, (iA) so long as no Default or Event of Default shall have occurred and be continuing and continuing, (iiB) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000250,000, (C) the Net Proceeds are held in a Term Loan Collateral Account pending their investment and (D) the assets acquired or subject to the investment of such Net Proceeds (other than, prior to the Discharge of ABL Obligations, Net Proceeds that constitute ABL Priority Collateral) shall qualify as Term Loan Priority Collateral, Borrower and its Subsidiaries shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries who is a Loan Party to invest such Net Insurance/Condemnation Proceeds within three one hundred sixty eighty (360180) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings the Borrower and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such . No prepayment would shall be required the Borrower is also required to repay under this Section 2.08(b) so long as no Default or repurchase or to offer to repurchase or repay Senior Secured Debt Event of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to Default shall have occurred and be repaid or repurchased or to be offered to be continuing and so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and long as the amount of prepayment Net Proceeds arising from all of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of casualty and condemnation events occurring in any fiscal year do not exceed $100,000 in the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at for such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereoffiscal year.

Insurance/Condemnation Proceeds. Not No later than the tenth fifth Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided provided, that (i) no prepayment shall be required pursuant to this Section 2.11(b), so long as no Event of Default Holdings or Tronox US shall have occurred and be continuing and (ii) delivered to Administrative Agent no later than the extent that aggregate Net Insurance/Condemnation Proceeds from fifth Business Day following the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds a certificate of an Authorized Officer certifying in good faith that (A) no Specified Event of Default and no other Event of Default (other than in respect of any covenants hereunder) has occurred and is continuing, (B) no Event of Default in respect of any covenants hereunder has occurred and is continuing (and if such Senior Secured Debt required Authorized Officer cannot make such certification, it may certify that Holdings and Tronox US intend to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”cure (if such cure is possible), then or obtain a waiver in respect of, such Event of Default within 30 days after the Borrower may apply date of delivery of such certificate (it being understood and agreed that, solely in the circumstances contemplated by this clause (B), such Net Insurance/Condemnation Proceeds on a pro rata basis shall not be required to be prepaid and shall not be permitted to be reinvested hereunder until the prepayment earlier of such cure (if such cure is possible) or waiver and the end of such 30 day period (and pending such resolution, such Net Insurance/Condemnation Proceeds shall have been deposited in the Blocked Reinvestment Account) and if such cure (if such cure is possible) or waiver has not occurred by the end of such 30 day period, Borrower shall immediately prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) with such Net Insurance/Condemnation Proceeds)), and (C) Holdings and its Subsidiaries intend to reinvest such Net Insurance/Condemnation Proceeds in assets with respect to which the Collateral Agent will have a Lien of at least the same priority as the priority of its Lien on the assets pursuant to which the Net Insurance/Condemnation Proceeds were generated, that such assets in which it will reinvest are useful in the business of Holdings or any of its Subsidiaries, and if such Net Insurance/Condemnation Proceeds were generated from an insurance or condemnation event involving all or a portion of any Facility, such Net Insurance/Condemnation Proceeds shall not be reinvested in Equity Interests (it being understood and agreed that, with respect to any Net Insurance/Condemnation Proceeds covered by such certificate of an Authorized Officer that are not reinvested as set forth, and to the repayment extent permitted, above, (i) no Default or repurchase Event of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) Default shall be reduced accordingly deemed to have occurred merely because Holdings previously provided a certificate indicating its intent to reinvest (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at so long as such timecertificate was not submitted in bad faith), with it being agreed (ii) if Holdings or Tronox US determine that the they no longer intend to reinvest all or a portion of such net proceeds allocated Net Insurance/Condemnation Proceeds, Holdings or Tronox US shall cause Borrower to prepay promptly the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds and (iii) if such Net Insurance/Condemnation Proceeds are not reinvested or used to prepay the Loans during the Permitted Reinvestment Period, then such Net Insurance/Condemnation Proceeds shall be held in the Insurance/Condemnation Proceeds Reinvestment Account, which Holdings and its Subsidiaries will be permitted to use, other than during the continuance of an Event of Default, in whole or in part to reinvest in assets meeting the criteria set forth in clause (C) of this Section 2.11(b)); provided further, that (x) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing (y) any Net Insurance/Condemnation Proceeds received by a Non-US Entity shall be excluded from any prepayment obligation under this Section 2.11(b) to the Other Applicable Indebtedness shall not exceed the amount extent applicable law or regulation prohibits transfer of such net proceeds required to be allocated a Credit Party; and (z) if such Net Insurance/Condemnation Proceeds are not subject to the Other Applicable Insurance Indebtedness pursuant restrictions described in the immediately preceding clause (y), Holdings shall cause such Person to distribute such Net Insurance/Condemnation Proceeds to the terms thereofBorrower or another Credit Party promptly after receipt thereof for distribution, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans reinvestment or deposit in accordance with the terms provisions hereof. As long as no Event of Default is then continuing, any insurance proceeds received by the Administrative Agent as loss payee shall, reasonably promptly after delivery by Holdings of a certificate referred to in the first proviso of this Section 2.11(b); provided, further, that be paid over to Holdings to the extent the holders of Other Applicable Insurance Indebtedness decline to have account specified by Holdings at such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereoftime.

Insurance/Condemnation Proceeds. Not later than the tenth Business Day following Promptly after the date of receipt by Holdings or on behalf of the Issuer or any of its SubsidiariesRestricted Subsidiaries (or any Affiliate on behalf thereof), or the Collateral Agent, for the benefit of the Secured Parties, Agent as sole loss payee, payee of any Net Insurance/Condemnation Proceeds, the Borrower Issuer shall offer to prepay the Loans Notes in an aggregate amount equal to such Net Insurance/Condemnation Proceeds within 10 days from the later of the date of such event giving rise to such Net Insurance/Condemnation Proceeds or the receipt of such Net Insurance/Condemnation Proceeds; provided that (i) that, so long as no Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000is continuing, the Borrower Issuer shall have the option, directly or through one or more of the Operating Credit Parties or option at any of their respective Subsidiaries, time to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) 365 days of after receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings the Group Members (including drilling and its Subsidiaries, which investment completion costs of existing Oil and Gas Properties and related assets); provided that (i) Net Insurance/Condemnation Proceeds attributable to an event in respect of Collateral may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or only be invested in assets that are or will become Collateral, and (other than Cash and Cash Equivalentsii) used or useful in if the business of the Borrower and Issuer abandons its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required intent to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of reinvest such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply any such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment are not reinvested with 365 days of the Loans and event giving rise to such Net Insurance/Condemnation Proceeds, any remaining portion of the repayment or repurchase of Other Applicable Insurance Indebtedness, Net Insurance/Condemnation Proceeds shall be deemed to be Excess Proceeds under Section 2.10(a)(ii) and the amount Issuer shall be required to make an offer to prepay the Notes in the same manner as contemplated under Section 2.10(a)(ii) as if Net Insurance/Condemnation Proceeds were Excess Proceeds under Section 2.10(a)(ii) that had not been applied or reinvested with 365 days. In connection with any offer of prepayment of the Loans that would have otherwise been required pursuant to under this Section 2.10(b) ), the Issuer shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated provide to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans Agent a notice in accordance with the terms hereofSection 2.10(d); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not later than the tenth Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) so long as no Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not No later than the tenth Business Day first business day following the date of receipt receipt, in any given month, by Holdings Borrower or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Lender as loss payee, of any Net Insurance/Condemnation ProceedsProceeds (as hereinafter defined) in excess of the aggregate amount of Budgeted Expenses (as defined in Section 15(e) hereof) as set forth in the most recent Budget (as defined in Section 15(e) hereof) required to be delivered pursuant to Section 15(e) hereof, the Borrower shall prepay the Loans Forbearance Period Advances as set forth in Section 3(i) hereof in an aggregate amount equal to such Net Insurance/Condemnation Proceedsexcess amount; provided provided, that (iA) so long as no Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds shall be deposited directly by the payee thereof into a deposit account held by Borrower at Amegy Bank, N.A. and (B) if, within three hundred sixty (360) 30 days of Borrower’s receipt thereof (of such Net Insurance/Condemnation Proceeds, Xxxxxxxx has not paid one or within eighteen (18) months following receipt thereof if a contractual commitment more such Budgeted Expenses in an aggregate amount equal to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets 100% of the general type used in the business amount of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also proceeds not otherwise required to repay prepay the Forbearance Period Advances, then Borrower shall prepay the Forbearance Period Advances as set forth in Section 3(i) hereof in an amount equal to the amount not so paid. “Net Insurance/Condemnation Proceeds” means an amount equal to: (1) any cash payments or repurchase or to offer to repurchase or repay Senior Secured Debt of the proceeds received by Borrower or any of its Subsidiaries permitted (a) under Section 6.1 any casualty, business interruption or “key man” insurance policies in respect of any covered loss thereunder, or (b) as a result of the taking of any assets of Borrower or any of its Subsidiaries by any Person pursuant to the terms power of the documentation governing eminent domain, condemnation or otherwise, or pursuant to a sale of any such Senior Secured Debt assets to a purchaser with such power under threat of such a taking, minus (2) (a) any actual and reasonable costs incurred by Borrower or any of its Subsidiaries in connection with the proceeds adjustment, prosecution or settlement of any claims of Borrower or such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms Subsidiary in respect thereof, and the remaining amount, if any, (b) any bona fide direct costs incurred in connection with any sale of such net proceeds shall be allocated assets as referred to the Loans in accordance with the terms hereof); provided, further, that clause (1)(b) of this definition to the extent the holders paid or payable to non-Affiliates, including income or gains taxes payable or reasonably estimated to be payable as a result of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaidany gain recognized in connection therewith. Infinity Energy Resources, the declined amount shall promptly (Inc. Infinity Oil and in any event within ten Business Days after the date Gas of such rejection) be applied to prepay the Loans in accordance with the terms hereof.Texas, Inc. Infinity Oil & Gas of Wyoming, Inc.

Insurance/Condemnation Proceeds. Not No later than the tenth third Business Day following the date of receipt by Holdings or any of its SubsidiariesAbitibi Entity, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans as set forth in Section 2.15(a) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) provided, so long as no Default or Event of Default shall have occurred and be continuing and (ii) to on the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000receipt thereof or caused thereby, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, Guarantors to invest such Net Insurance/Condemnation Proceeds within three hundred sixty Proceeds, prior to the earlier to occur of (360i) days of receipt thereof the Maturity Date and (or within eighteen (18ii) months following receipt thereof if a contractual commitment to reinvest the date that is entered into within three hundred sixty (360) 180 days following receipt thereof) , in long Collateral or long-term productive assets of the general type used in the business of Holdings and its Subsidiariesthe Abitibi Entities, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets provided, that (other than Cash and Cash Equivalentsx) used or useful in no Event of Default may exist on the business date of the proposed expenditure to repair, restore or replace, and (y) Borrower and its Subsidiaries; provided that, if at the time that deliver to Administrative Agent a certificate within 10 Business Days following receipt of any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply stating that such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such timeused to repair, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans restore or replace applicable assets in accordance with the terms hereof); provided, further, that notwithstanding the foregoing, Borrower shall not be required to the extent the holders make any prepayment of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans pursuant to this Section 2.14(b) with Net Insurance/Condemnation Proceeds not in accordance with excess of $3,000,000 individually or $20,000,000 in the terms hereofaggregate.

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided provided, that (i) no prepayment shall be required pursuant to this Section 2.11(b), so long as no Event of Default Holdings shall have occurred and be continuing and (ii) delivered to Administrative Agent no later than the extent that aggregate Net Insurance/Condemnation Proceeds from first Business Day following the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds a certificate of an Authorized Officer certifying that (such Senior Secured Debt required A) no Default or Event of Default has occurred and is continuing, and (B) Holdings and its Subsidiaries intend to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply reinvest such Net Insurance/Condemnation Proceeds on a pro rata basis to in the prepayment Collateral of Borrower and its Subsidiaries during the Loans and to the repayment or repurchase of Other Applicable Insurance IndebtednessPermitted Reinvestment Period; provided further, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) all such Net Insurance/Condemnation Proceeds shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on held in the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans Insurance/Condemnation Proceeds Reinvestment Account pending reinvestment in accordance with this Section 2.11(b) until the terms hereof)earlier of (x) the expiration of the applicable Permitted Reinvestment Period and (y) the Maturity Date; provided, furtherhowever, that any Net Insurance/Condemnation Proceeds received by a Foreign Subsidiary of Borrower shall be excluded from this prepayment obligation to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased applicable law or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date regulation prohibits transfer of such rejection) be applied proceeds to prepay the Loans Borrower or a Guarantor or such transfer would render such Foreign Subsidiary insolvent or reasonably likely to become insolvent or result in accordance with the terms hereofan adverse tax consequence.

Insurance/Condemnation Proceeds. Not No later than the tenth fifth Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower applicable Borrowers shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that provided, (x) (i) so long as no Specified Default or Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000continuing, the Borrower such Borrowers shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) sixty-five days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long long-term productive assets of the general type used useful in the business of Holdings Parent Borrower and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, including in capital expenditures Equity Interests of a Person engaged in a Similar Business and (ii) if such Borrowers intend to invest such proceeds, but a Default (but not an Event of Default or in assets Specified Default) exists on the date of receipt of such Net Insurance/Condemnation Proceeds, such Borrowers may hold such proceeds (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that without making any such prepayment would be required investment) until such Default is cured, but if such Default becomes an Event of Default (or a Specified Default occurs), such Borrowers shall immediately prepay the Loans with such Net Insurance/Condemnation Proceeds as set forth in Section 2.15(b) and (y) to the extent any applicable documentation governing Permitted First Priority Refinancing Debt requires Parent Borrower is also required to repay prepay or repurchase or to make an offer to repurchase or repay Senior Secured purchase such Permitted First Priority Refinancing Debt with such Net Insurance/Condemnation Proceeds, the amount of the Borrower or any of its Subsidiaries permitted under Section 6.1 prepayment required pursuant to this Section 2.14 (b) shall be deemed to be the terms amount equal to the product of (1) the documentation governing such Senior Secured Debt with the proceeds amount of such Net Insurance/Condemnation Proceeds multiplied by (2) a fraction, the numerator of which is the outstanding principal amount of the Term Loans and the denominator of which is the sum of the outstanding principal amount of the Permitted First Priority Refinancing Debt with respect to which such Senior Secured Debt required a requirement to prepay or make an offer to purchase exists and the outstanding principal amount of the Term Loans; provided further that Borrowers shall not be repaid or repurchased or permitted to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply reinvest any such Net Insurance/Condemnation Proceeds on a pro rata basis in accordance with this Section 2.14(b) to the prepayment of extent the Loans Borrower applies any such Net Insurance/Condemnation Proceeds to prepay or purchase Permitted First Priority Refinancing Debt, and to the repayment extent Parent Borrower makes any such prepayment or repurchase purchase of Other Applicable Insurance IndebtednessPermitted First Priority Refinancing Debt, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) Parent Borrower shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the prepay Term Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly this paragraph within one (and in any event within ten 1) Business Days after the date Day of such rejectionprepayment or purchase without giving effect to clause (x) be applied to prepay the Loans in accordance with the terms hereofof this proviso.

Insurance/Condemnation Proceeds. Not No later than the tenth later of (i) the second Business Day following the date of receipt by Holdings Borrower or any of its Restricted Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds and (ii) 30 days after the casualty event or condemnation, the Borrower shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided provided, that (i) so long as no Default or Event of Default shall have occurred and be continuing both immediately before and after giving effect to such investment and (ii) to the extent that aggregate any such Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000relate to a Satellite that has suffered a Partial Failure, Total Failure or Constructive Total Failure, the Borrower shall have delivered to the Administrative Agent Projections revised to reflect such Partial Failure, Total Failure or Constructive Total Failure and reasonably satisfactory to the Administrative Agent, Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Restricted Subsidiaries to invest (or commit to invest) such Net Insurance/Condemnation Proceeds (including through Permitted Acquisitions) within three hundred sixty (360) days 12 months of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings Borrower and its Restricted Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures thereof (or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered committed to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”)invested within such 12 months, then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms invested within 18 months after receipt thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not No later than the tenth ten Business Day Days following the date of receipt by Holdings Borrower or any of its Restricted Subsidiaries, or the Administrative Agent or Collateral Agent, for the benefit of the Secured Parties, Trustee as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans as specified in Section 2.05(k) below in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) so long as no Event of Default shall have occurred and be continuing and (ii) provided, if prior to the extent that aggregate date of any such required prepayment, the Borrower notifies the Administrative Agent in writing of the Borrower’s and/or its Restricted Subsidiary’s intention to reinvest the Net Insurance/Condemnation Proceeds from in assets that are, in the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more reasonable business judgment of the Operating Credit Parties or any of their respective SubsidiariesBorrower, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) (or used to replace damaged or destroyed assets) and its Subsidiaries; provided thatcertifies in such notice that no Event of Default then exists, if at then the time that any such prepayment would Borrower shall not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so reinvested within 365 days following receipt thereof by the Borrower is also required to repay and/or such Restricted Subsidiary, or repurchase or to offer to repurchase or repay Senior Secured Debt of (y) if the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant and/or such Restricted Subsidiary, as applicable, has committed in writing to the terms of the documentation governing so reinvest such Senior Secured Debt with the proceeds of Net Insurance/ Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds (are so reinvested within 180 days after the expiration of such Senior Secured Debt required 365-day period; provided that, to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply extent such Net Insurance/Condemnation Proceeds on a pro rata basis have not been so reinvested prior to the prepayment expiration of the applicable period, the Borrower shall promptly prepay the outstanding Loans and as specified in Section 2.05(k) below after the expiration of such period in an amount equal to such Net Insurance/Condemnation Proceeds less any amount so reinvested; provided, further that, if such casualty or taking includes any Collateral, the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that assets in which the portion of Net Insurance/Condemnation Proceeds derived from such net proceeds allocated to the Other Applicable Indebtedness Collateral are so reinvested as set forth above shall not exceed the amount be reinvested in assets of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, one or more Loan Parties and the remaining amount, applicable Loan Party shall comply with Section 6.16 with respect to such assets as if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after assets were acquired on the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofreinvestment.

Insurance/Condemnation Proceeds. Not No later than the tenth fifth Business Day following the date of receipt by Holdings any Loan Party or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds from insurance or any condemnation, the taking, or other casualty, Lead Borrower shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided provided, that (i) so long as no Default or Event of Default shall have occurred and be continuing and continuing, (ii) Lead Borrower has delivered Administrative Agent prior written notice of Lead Borrower’s intention to apply the Reinvestment Amounts to the extent costs of replacement of the properties or assets that aggregate Net Insurance/Condemnation Proceeds from are the Closing Date through subject of such condemnation, taking, or other casualty or the applicable cost of purchase or construction of other assets useful in the business of the Loan Parties or their Subsidiaries reinvested within twelve (12) months (or within 18 (eighteen) months following receipt thereof if a contractual commitment to reinvest is entered into within twelve (12) months following receipt thereof) following the date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more receipt of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds Proceeds, (iii) the monies are held in a Deposit Account in which Collateral Agent has a perfected first-priority security interest, and (iv) the Loan Parties and their Subsidiaries complete such replacement, purchase, or construction within three hundred sixty twelve (36012) days months after the initial receipt of receipt thereof such monies (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty twelve (36012) days months following receipt thereof) ), the Loan Parties and their Subsidiaries shall have the option to apply such monies, in long term productive assets an aggregate amount not to exceed $2,500,000 in any Fiscal Year, to the costs of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereofthat are the subject of such condemnation, in capital expenditures taking, or in other casualty or the costs of purchase or construction of other assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower Loan Parties and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its their Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans unless and to the repayment extent that such applicable period shall have expired without such replacement, purchase, or repurchase of Other Applicable Insurance Indebtednessconstruction being made or completed, and in which case, any amounts remaining in the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) cash collateral account shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans paid to Administrative Agent and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans applied in accordance with the terms hereofSection 2.14(a); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not later than Within five (5) Business Days after the tenth Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, as loss payee, Subsidiaries of any Net Insurance/Condemnation ProceedsCash Proceeds of insurance or condemnations awards, the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of such Net Insurance/Condemnation Cash Proceeds; provided that however, (i) that no such prepayment shall be required unless and until the total aggregate amount of such Net Cash Proceeds received by Holdings and its Subsidiaries in any fiscal year (and not paid to the Administrative Agent as a prepayment of the Loans) exceeds One Hundred Thousand Dollars ($100,000) (and to the extent prepayment is required, the required amount of such prepayment shall only be the Net Cash Proceeds in excess of the amount thereof) and (ii) if the Borrower notifies the Administrative Agent and Lenders of Holdings or any Subsidiary of Holdings’ intent to reinvest such Net Cash Proceeds on or prior to the fifth day after such receipt of Net Cash Proceeds then so long as (x) no Default or Event of Default shall have occurred and or be continuing at the time of such notice, at the time of reinvestment or at any time in between (and if any Default or reinvestment is pending, the Net Cash Proceeds will be promptly applied to repay the Loan Obligations) and (iiy) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date proceeds of determination do not exceed $25,000,000such insurance or condemnation award are held in a Controlled Account, the Borrower shall have the option, directly or through one or more of the Operating Credit Loan Parties or any of their respective its Subsidiaries, to invest use such Net Insurance/Condemnation Cash Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term similar productive assets of the general type business, in each case, (x) that are used or useful in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets Subsidiaries and (other than Cash and Cash Equivalentsy) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant comprise Collateral to the terms extent such property or asset sold or otherwise disposed of the documentation governing such Senior Secured Debt with the proceeds was Collateral, within one hundred and eighty (180) days of receipt of such Net Insurance/Condemnation Cash Proceeds (subject to, if Holdings or the applicable Subsidiary enters into a binding commitment to reinvest such Senior Secured Debt required proceeds not later than the end of such one hundred and eighty (180) day period with the good faith expectation that such proceeds will be applied to satisfy such reinvestment commitment within one hundred eighty (180) days, an extension for a period of up to an additional one hundred eighty (180) days from the end of such one hundred and eighty (180) day period) (the “Reinvestment Period”) Any amounts not previously repaid or reinvested during the Reinvestment Period, must immediately be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b2.01(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis last day of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofapplicable Reinvestment Period.

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings any Credit Party or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as lender loss payee, of any Net Insurance/Condemnation ProceedsProceeds (it being understood that such Net Insurance/Condemnation Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), the Borrower Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that provided, (i) so long as no Default or Event of Default shall have occurred and be continuing continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000250,000 in any twelve consecutive month period (such amounts, the Borrower “Insurance/Condemnation Reinvestments Amounts”), Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds Reinvestment Amounts within three one hundred sixty (360) eighty days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereofthe “Insurance/Condemnation Reinvestment Period”) in long term productive assets of the general type used in the business of Holdings Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable relevant assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business respect of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of which such Net Insurance/Condemnation Proceeds (were received; provided further, pending any such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply investment all such Net Insurance/Condemnation Proceeds on a pro rata basis Reinvestment Amounts, as the case may be, shall be applied to prepay Revolving Loans to the prepayment extent outstanding (without a reduction in Revolving Commitments) and, to the extent such Insurance/Condemnation Reinvestment Amounts exceed the amount required to prepay all such Revolving Loans, the balance thereof shall, if requested by Administrative Agent, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent. In the event that such Insurance/Condemnation Reinvestment Amounts are not reinvested by Company prior to the earlier of (i) the expiration of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtednessapplicable Insurance/Condemnation Reinvestment Period, and (ii) the amount occurrence of prepayment an Event of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness Default, then, at such time, with it being agreed that the portion an Event of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds Default shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline deemed to have occurred and be continuing under this Section 2.13(b) until a prepayment is made (or any such indebtedness repurchased or prepaid, the declined escrow is applied by Administrative Agent as a prepayment) in an amount shall promptly (and in any event within ten Business Days after the date of equal to such rejection) be applied to prepay the Loans in accordance with the terms hereofInsurance/Condemnation Reinvestment Amounts that have not been so reinvested.

Insurance/Condemnation Proceeds. Not No later than the tenth third Business Day following the date of receipt by Holdings any Note Party or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds (it being understood that such Net Insurance/Condemnation Proceeds shall be deposited into a Controlled Account within one Business Day following receipt thereof), the Borrower Company shall prepay the Loans Notes as set forth in Section 2.14(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) provided, so long as no Event of Default shall have occurred and be continuing and continuing, (ii) to such amounts, the extent that aggregate Net “Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000Reinvestments Amounts”), the Borrower Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds Reinvestment Amounts within three one hundred sixty (360) eighty days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereofthe “Insurance/Condemnation Reinvestment Period”) in long term productive assets of the general type used in the business of Holdings Company and its Subsidiaries, Subsidiaries (which investment may include the repair, restoration or replacement of the applicable relevant assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business respect of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of which such Net Insurance/Condemnation Proceeds were received) within two hundred seventy (270) days following receipt thereof (or within three hundred sixty (360) days following receipt thereof if Company or Subsidiaries shall have entered into a binding commitment to invest within such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchasedinitial two hundred seventy (270) day period); provided further, “Other Applicable Insurance Indebtedness”)pending any such investment, then the Borrower may apply all such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amountReinvestment Amounts shall, if anyrequested by Requisite Purchasers, of be held at all times prior to such net proceeds shall be allocated to reinvestment, in a Controlled Account. In the Loans event that such Insurance/Condemnation Reinvestment Amounts are not reinvested by Company in accordance with the terms hereof); providedimmediately preceding sentence, further, that Company shall apply such Insurance/Condemnation Reinvestment Amounts to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and Obligations as set forth in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofSection 2.14(b).

Insurance/Condemnation Proceeds. Not No later than the tenth fifth Business Day following the date of receipt by Holdings Parent or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds from insurance or any condemnation, the taking, or other casualty, Borrower shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided provided, that (i) so long as no Default or Event of Default shall have occurred and be continuing and continuing, (ii) Borrower has delivered Collateral Agent prior written notice of Borrower’s intention to apply the Reinvestment Amounts to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date costs of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more replacement of the Operating Credit Parties properties or any assets that are the subject of their respective Subsidiariessuch condemnation, to invest such Net Insurance/Condemnation Proceeds taking, or other casualty or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries reinvested within three hundred sixty (360) days of receipt thereof six months (or within eighteen (18) nine months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days nine months following receipt thereof) in long term productive assets following the date of the general type used receipt of such Net Proceeds, (iii) the monies are held in the business of Holdings a Deposit Account in which Collateral Agent has a perfected first-priority security interest, and (iv) Parent or its Subsidiaries, which investment may include as applicable, complete such replacement, purchase, or construction within 180 days after the repairinitial receipt of such monies, restoration or Borrower and its Subsidiaries shall have the option to apply such monies, in an aggregate amount not to exceed $350,000 in any Fiscal Year, to the costs of replacement of the applicable assets thereofthat are the subject of such condemnation, in capital expenditures taking, or in other casualty or the costs of purchase or construction of other assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans unless and to the repayment extent that such applicable period shall have expired without such replacement, purchase, or repurchase of Other Applicable Insurance Indebtednessconstruction being made or completed, and in which case, any amounts remaining in the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) cash collateral account shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans paid to Administrative Agent and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans applied in accordance with the terms hereofSection 2.14(a); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not No later than the tenth seventh Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided provided, that (i) no prepayment shall be required pursuant to this Section 2.11(b), so long as no Event of Default Holdings or Tronox US shall have occurred and be continuing and (ii) delivered to Administrative Agent no later than the extent that aggregate Net Insurance/Condemnation Proceeds from fifth Business Day following the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds a certificate of an Authorized Officer certifying in good faith that (A) no Specified Event of Default and no other Event of Default (other than in respect of any covenants hereunder) has occurred and is continuing, (B) no Event of Default in respect of any covenants hereunder has occurred and is continuing (and if such Senior Secured Debt required Authorized Officer cannot make such certification, it may certify that Holdings and Tronox US intend to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”cure (if such cure is possible), then or obtain a waiver in respect of, such Event of Default within 30 days after the Borrower may apply date of delivery of such certificate (it being understood and agreed that, solely in the circumstances contemplated by this clause (B), such Net Insurance/Condemnation Proceeds on a pro rata basis shall not be required to be prepaid and shall not be permitted to be reinvested hereunder until the prepayment earlier of such cure (if such cure is possible) or waiver and the end of such 30 day period (and pending such resolution, such Net Insurance/Condemnation Proceeds shall have been deposited in the Blocked Reinvestment Account) and if such cure (if such cure is possible) or waiver has not occurred by the end of such 30 day period, Borrower shall immediately prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) with such Net Insurance/Condemnation Proceeds)), and (C) Holdings and its Subsidiaries intend to reinvest such Net Insurance/Condemnation Proceeds in assets with respect to which the Collateral Agent will have a Lien of at least the same priority as the priority of its Lien on the assets pursuant to which the Net Insurance/Condemnation Proceeds were generated, that such assets in which it will reinvest are useful in the business of Holdings or any of its Subsidiaries, and if such Net Insurance/Condemnation Proceeds were generated from an insurance or condemnation event involving all or a portion of any Facility, such Net Insurance/Condemnation Proceeds shall not be reinvested in Equity Interests (it being understood and agreed that, with respect to any Net Insurance/Condemnation Proceeds covered by such certificate of an Authorized Officer that are not reinvested as set forth, and to the repayment extent permitted, above, (i) no Default or repurchase Event of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) Default shall be reduced accordingly deemed to have occurred merely because Holdings previously provided a certificate indicating its intent to reinvest (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at so long as such timecertificate was not submitted in bad faith), with it being agreed (ii) if Holdings or Tronox US determine that the they no longer intend to reinvest all or a portion of such net proceeds allocated Net Insurance/Condemnation Proceeds, Holdings or Tronox US shall cause Borrower to prepay promptly the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds and (iii) if such Net Insurance/Condemnation Proceeds are not reinvested or used to prepay the Loans during the Permitted Reinvestment Period, then such Net Insurance/Condemnation Proceeds shall be held in the Insurance/Condemnation Proceeds Reinvestment Account, which Holdings and its Subsidiaries will be permitted to use, other than during the continuance of an Event of Default, in whole or in part to reinvest in assets meeting the criteria set forth in clause (C) of this Section 2.11(b)); provided further, that (x) no reinvestment otherwise permitted hereunder may be made if at the time of any such reinvestment an Event of Default has occurred and is continuing (y) any Net Insurance/Condemnation Proceeds received by a Non-US Entity shall be excluded from any prepayment obligation under this Section 2.11(b) to the Other Applicable Indebtedness shall not exceed the amount extent applicable law or regulation prohibits transfer of such net proceeds required to be allocated a Credit Party; and (z) if such Net Insurance/Condemnation Proceeds are not subject to the Other Applicable Insurance Indebtedness pursuant restrictions described in the immediately preceding clause (y), Holdings shall cause such Person to distribute such Net Insurance/Condemnation Proceeds to the terms thereofBorrower or another Credit Party promptly after receipt thereof for distribution, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans reinvestment or deposit in accordance with the terms provisions hereof. As long as no Event of Default is then continuing, any insurance proceeds received by the Administrative Agent as loss payee shall, reasonably promptly after delivery by Holdings of a certificate referred to in the first proviso of this Section 2.11(b); provided, further, that be paid over to Holdings to the extent the holders of Other Applicable Insurance Indebtedness decline to have account specified by Holdings at such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereoftime.

Insurance/Condemnation Proceeds. Not Except as provided below, no later than the tenth second Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) so . So long as no Default or Event of Default shall have occurred and be continuing continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,0005,000,000, the Borrower Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three one hundred sixty eighty (360180) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive other assets of the general type used useful in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided, in capital expenditures however, that as to any Net Insurance/Condemnation Proceeds that have not been so invested, or in assets applied to prepay Loans within one hundred eighty (other than Cash and Cash Equivalents180) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of days after such Net Insurance/Condemnation Proceeds were received, Company or one of its Subsidiaries shall either (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then i) prepay the Borrower may apply Loans and/or permanently reduce the Revolving Commitments with such Net Insurance/Condemnation Proceeds on or (ii) have entered into a pro rata basis binding commitment to the prepayment of the Loans and to the repayment invest such Net Insurance/Condemnation Proceeds in such assets within 360 days after receipt thereof. Pending any such investment or repurchase of Other Applicable Insurance Indebtednessprepayments, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) all such Net Insurance/Condemnation Proceeds shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments). Any Net Insurance/Condemnation Proceeds which have not been invested or applied to prepay Loans in accordance with the terms hereofas required above within 180 or, if a binding commitment to invest such Net Insurance/Condemnation Proceeds was entered into as provided above, 360 days after receipt shall be applied to prepay Loans at such time.

Insurance/Condemnation Proceeds. Not No later than the tenth fifth Business Day following the date of receipt by Holdings the Company or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds received with respect to Term Loan Priority Collateral (or, after the ABL Obligations Payment Date, Net Insurance/Condemnation Proceeds of any Collateral), the Borrower Company shall offer to prepay the Loans as set forth in Sections 2.14(b) and 2.14(d) in an aggregate amount equal to the Applicable Net Cash Proceeds Percentage of such Net Insurance/Condemnation Proceeds; provided that (i) provided, so long as no Default or Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date on or as of determination do not exceed $25,000,000such fifth Business Day, the Borrower Company shall have the optionoption (exercisable upon written notice thereof to Administrative Agent on or prior to such fifth Business Day), directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long long-term productive assets of the general type used in the business of Holdings the Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in to make capital expenditures or in connection with improvement of capital assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower Company or any of its Subsidiaries or to make any Permitted Acquisition or any Investment permitted under Section 6.1 pursuant to Section 6.7, in each case within 365 days of receipt thereof (or, if the terms Company or the applicable Subsidiary of the documentation governing Company has contractually committed within 365 days of receipt thereof to so invest or apply such Senior Secured Debt with Net Insurance/Condemnation Proceedings, within the proceeds later of 365 days after receipt of such Net Insurance/Condemnation Proceeds Proceedings and 180 days after entering into such contractual commitment) (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such it being expressly agreed that any Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment not so invested or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) applied shall immediately be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required offered to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, applied as set forth in Sections 2.14(b) and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof2.14(d); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof).

Insurance/Condemnation Proceeds. Not No later than the tenth ten Business Day Days following the date of receipt by Holdings Borrower or any of its Restricted Subsidiaries, or the Administrative Agent or Collateral Agent, for the benefit of the Secured Parties, Trustee as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Term Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) so long as no Event of Default shall have occurred and be continuing and (ii) provided, if prior to the extent that aggregate date of any such required prepayment, the Borrower notifies the Administrative Agent in writing of the Borrower’s and/or its Restricted Subsidiary’s intention to reinvest the Net Insurance/Condemnation Proceeds from in assets that are, in the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more reasonable business judgment of the Operating Credit Parties or any of their respective SubsidiariesBorrower, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) (or used to replace damaged or destroyed assets) and its Subsidiaries; provided thatcertifies in such notice that no Event of Default then exists, if at then the time that any such prepayment would Borrower shall not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so reinvested within 365 days following receipt thereof by the Borrower is also required to repay and/or such Restricted Subsidiary, or repurchase or to offer to repurchase or repay Senior Secured Debt of (y) if the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant and/or such Restricted Subsidiary, as applicable, has committed in writing to the terms of the documentation governing such Senior Secured Debt with the proceeds of so reinvest such Net Insurance/Condemnation Proceeds (during such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased365-day period, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis are so reinvested within 180 days after the expiration of such 365-day period; provided that, to the prepayment extent such Net Insurance/Condemnation Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans and after the expiration of such period in an amount equal to such Net Insurance/Condemnation Proceeds less any amount so reinvested; provided, further that, if such casualty or taking includes any Collateral, the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that assets in which the portion of Net Insurance/Condemnation Proceeds derived from such net proceeds allocated to the Other Applicable Indebtedness Collateral are so reinvested as set forth above shall not exceed the amount be reinvested in assets of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, one or more Loan Parties and the remaining amount, applicable Loan Party shall comply with Section 6.16 with respect to such assets as if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after assets were acquired on the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofreinvestment.

Insurance/Condemnation Proceeds. Not later than the tenth Within ten (10) Business Day following Days of the date of receipt by Holdings any Obligor or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans as hereinafter provided in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds received by such Person (subject to the application of any Net Insurance/Condemnation Proceeds related to Miner Collateral pursuant to the terms of the New Miner Equipment Intercreditor Agreement); provided, that so long as (A) no Event of Default shall have occurred or shall be continuing or would result therefrom, (B) in the case of Net Insurance/Condemnation Proceeds exceeding $1,000,000 within ten (10) Business Days of such receipt, Borrower shall have given the Administrative Agent prior written notice of Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such Net Insurance/Condemnation Proceeds or the cost of purchase or construction of other assets useful in the business of such Obligor or its Subsidiaries, (C) Cash in an amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) so long as no Event of Default Proceeds shall have occurred been deposited into, and shall be continuing held in, a Deposit Account in which the Collateral Agent has a perfected first-priority security interest, and (iiD) such Obligor or its Subsidiary, as applicable, completes such replacement, purchase, or construction within 270 days after the initial receipt of such monies (and an additional ninety-five (95) day extension if a written commitment to complete such replacement, purchase or construction has been entered into prior to the extent that aggregate Net Insurance/Condemnation Proceeds from lapse of such 270 day period), then the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly Obligor or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of Obligor’s Subsidiary in receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required shall have the option to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply 100% of such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment costs of replacement of the Loans assets that are the subject of such subject of such Net Insurance/Condemnation Proceeds or the costs of purchase or construction of other assets useful in the business of such Obligor or such Subsidiary unless and to the repayment extent that such applicable period shall have expired without such replacement, purchase, or repurchase of Other Applicable Insurance Indebtednessconstruction being made or completed, and in which case, any amounts remaining in the amount of prepayment of the Loans that would have otherwise been required pursuant Deposit Account referred to this Section 2.10(bin clause (C) above shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans paid to Administrative Agent and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans applied in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofSection 5.6.1.

Insurance/Condemnation Proceeds. Not No later than the tenth third Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided that (i) so long as no Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000provided, the Borrower shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) to prepay, repay or repurchase Indebtedness under the Operating Senior Secured Credit Parties Facility within twelve months (or, if the reinvestment period has been extended pursuant to clause (iii) below, eighteen months) of receipt thereof, (ii) so long as no Default under Sections 8.1(a), (f) and (g) or any Event of their respective SubsidiariesDefault shall have occurred and be continuing, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days twelve months of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive other assets of the general type used or useful in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof or (iii) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months of receipt thereof in other assets of the general type used or useful in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower Company shall prepay the Loans and/or reduce Commitments as set forth in Section 2.16(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) provided, so long as no Default or Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000continuing, the Borrower Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three two hundred sixty (360) seventy days of receipt thereof (in the repair, restoration or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt replacement of the applicable assets thereof) , or in long term productive assets of the general type used in the business of Holdings and its SubsidiariesSubsidiaries with the consent of Administrative Agent, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiariessuch consent not to be unreasonably withheld; provided thatfurther, if at the time that pending any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of investment all such Net Insurance/Condemnation Proceeds Proceeds, as the case may be, shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments);provided, further, if a Default subject to a cure period under Section 8.1(e) has occurred, but such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”)cure period has not yet expired, then (i) until the Borrower may apply earlier of (x) the cure of the Default or (y) the expiration of such cure period, all such Net Insurance/Condemnation Proceeds on Proceeds, as the case may be, shall be applied to prepay Revolving Loans (without a pro rata basis reduction in Revolving Commitments) and, to the prepayment extent of any excess, held for the benefit of the Loans and Lenders under arrangements reasonably satisfactory to the repayment or repurchase of Other Applicable Insurance IndebtednessAdministrative Agent, and (ii) upon the amount expiration of prepayment of such cure period, unless the Loans that would have otherwise Default has been required pursuant to this Section 2.10(b) cured, all such Net Insurance/Condemnation Proceeds, as the case may be, shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance applied to prepay Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereofrequirements of Section 2.16(b); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not later than the tenth Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) so long as no Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant Subject to the terms of the documentation governing such Senior Secured Debt with Master Lease and the Sublease, Trustor hereby assigns to Beneficiary all insurance proceeds or Condemnation (defined in Section 9 below) awards which Trustor may be entitled to receive for loss or damage to, or a taking of, the Security. In the event of loss or damage to, or a taking of, the Security, the proceeds of said insurance or Condemnation award shall be payable to Beneficiary alone and Trustor hereby authorizes and directs any affected insurance company or government agency to make payment of the insurance proceeds or Condemnation awards directly to Beneficiary. In the event that any such Net Insurance/insurance proceeds or Condemnation Proceeds awards are paid directly to Trustor, Trustor shall make such proceeds or awards available to Beneficiary within five (5) Business Days of Trustor’s receipt thereof. No such Senior Secured Debt required loss or damage shall itself reduce the Indebtedness unless Beneficiary elects to be repaid apply the proceeds and such proceeds are actually applied to the Indebtedness as provided in Section 10 below. Prior to an Event of Default, Trustor and Beneficiary shall jointly and reasonably agree on the prompt adjustment and compromise of such loss, to collect and receive such proceeds or repurchased awards and to endorse any check in payment thereof. During an Event of Default, or in the event of a loss or damage to, or a taking of, the security in excess of $1,500,000, Beneficiary is authorized to be offered adjust and compromise such loss without the consent of Trustor, to be so repaid collect and receive such proceeds or repurchasedawards in the name of Beneficiary and Trustor and to endorse Trustor’s name upon any check in payment thereof. Furthermore, if an insurance claim is no greater than $250,000 (a “Other Applicable Insurance IndebtednessMinor Claim”), then the Borrower Beneficiary agrees that insurance proceeds may apply such Net Insurance/Condemnation Proceeds on a pro rata basis be made available directly to the prepayment Trustor provided that no Event of Default is then in existence and so long as Trustor promptly commences and diligently pursues to completion any required restoration Work utilizing such insurance proceeds. Subject to the provisions of Sections 9, 10 and 11 hereof, such proceeds or awards shall be applied first toward reimbursement of all costs and expenses of Beneficiary in collecting said proceeds or awards, then toward payment of the Loans Indebtedness or any portion thereof, whether or not then due and payable, in whatever order Beneficiary may elect, or Beneficiary may, at its option, make said insurance proceeds or Condemnation awards available to Trustor in whole or in part toward restoration of the Security for which such insurance proceeds or Condemnation awards shall have been paid. In the event of foreclosure of this Deed of Trust or other transfer of title to the Security and extinguishment, in whole or in part, of the Indebtedness, all right, title, and interest of Trustor in and to any insurance policy, or premiums or payments in satisfaction of claims or any other rights thereunder then in force, shall pass to the repayment purchaser or repurchase of Other Applicable Insurance Indebtedness, and grantee notwithstanding the amount of prepayment any bid at such foreclosure sale. Nothing contained herein shall prevent the accrual of interest as provided in the Note on any portion of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on principal balance due under the basis of Note until such time as the aggregate outstanding principal amount of the Loans insurance proceeds or Condemnation awards are actually received and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay reduce the Loans in accordance with the terms hereofprincipal balance outstanding.

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds received with respect to Term Priority Collateral (or, after the Discharge of ABL Obligations, Net Insurance/Condemnation Proceeds of any Collateral), the Borrower Company shall offer to prepay the Loans as set forth in Sections 2.14(b) and 2.14(d) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) provided, so long as no Default or Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date on or as of determination do not exceed $25,000,000such first Business Day, the Borrower Company shall have the optionoption (exercisable upon written notice thereof to Administrative Agent on or prior to such first Business Day), directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long long-term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in to make capital expenditures or in connection with improvement of capital assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower Company or any of its Subsidiaries or to make any Permitted Acquisition or any Investment permitted under Section 6.1 pursuant to Section 6.7, in each case within 365 days of receipt thereof (or, if Holdings or the terms applicable Subsidiary of Holdings has contractually committed within 365 days of receipt thereof to so invest or apply such Net Insurance/Condemnation Proceedings, within the documentation governing such Senior Secured Debt with the proceeds later of 365 days after receipt of such Net Insurance/Condemnation Proceedings and 180 days after entering into such contractual commitment) (it being expressly agreed that any Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid not so invested or repurchased or to applied shall immediately be offered to be applied as set forth in Sections 2.14(b) and 2.14(d)); provided, further, pending any such investment at any time that Net Insurance/Condemnation Proceeds not so repaid invested or repurchasedapplied shall equal or exceed $5,000,000 in the aggregate, “Other Applicable Insurance Indebtedness”), then the Borrower may apply an amount equal to all such Net Insurance/Condemnation Proceeds on shall be deposited by the Company, unless waived by Administrative Agent in its sole discretion, in a pro rata basis deposit account maintained at Administrative Agent (it being understood that, (x) so long as no Default or Event of Default shall have occurred and be continuing, Administrative Agent shall release or consent to the prepayment release of such funds to the Company upon delivery to Administrative Agent of a certificate of an officer of the Loans and to the repayment or repurchase Company certifying that such funds shall, upon release of Other Applicable Insurance Indebtednesssuch funds, and the amount of prepayment of the Loans that would have otherwise been required pursuant to be applied in accordance this Section 2.10(b2.13(b) shall be reduced accordingly and (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that y) to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be amounts are not applied to prepay the Loans in accordance with with, and at the terms hereoftimes required by, this Section 2.13(b), all such funds then held by Administrative Agent shall be immediately applied by Administrative Agent, or immediately paid over to Administrative Agent to be applied, as set forth in Section 2.14(b)).

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings any Credit Party or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Agent as lender loss payee, of any Net Insurance/Condemnation ProceedsProceeds (it being understood that such Net Insurance/Condemnation Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), the Borrower Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that provided, (i) so long as no Event of Default shall have occurred and be continuing continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,0001,500,000 in any twelve consecutive month period (such amounts, the Borrower “Insurance/Condemnation Reinvestments Amounts”), Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds Reinvestment Amounts within three one hundred sixty (360) eighty days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereofthe “Insurance/Condemnation Reinvestment Period”) in long term productive assets of the general type used in the business of Holdings Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable relevant assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business respect of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of which such Net Insurance/Condemnation Proceeds (were received; provided further, pending any such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply investment all such Net Insurance/Condemnation Proceeds on a pro rata basis Reinvestment Amounts, as the case may be, shall be applied to prepay Revolving Loans to the prepayment extent outstanding (without a reduction in Revolving Commitments) and, to the extent such Insurance/Condemnation Reinvestment Amounts exceed the amount required to prepay all such Revolving Loans, the balance thereof shall, if requested by Administrative Agent, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent. In the event that such Insurance/Condemnation Reinvestment Amounts are not reinvested by Company prior to the earlier of (i) the expiration of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtednessapplicable Insurance/Condemnation Reinvestment Period, and (ii) the amount occurrence of prepayment an Event of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness Default, then, at such time, with it being agreed that the portion an Event of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds Default shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline deemed to have occurred and be continuing under this Section 2.13(b) until a prepayment is made (or any such indebtedness repurchased or prepaid, the declined escrow is applied by Administrative Agent as a prepayment) in an amount shall promptly (and in any event within ten Business Days after the date of equal to such rejection) be applied to prepay the Loans in accordance with the terms hereofInsurance/Condemnation Reinvestment Amounts that have not been so reinvested.

Insurance/Condemnation Proceeds. Not No later than the tenth ten Business Day Days following the date of receipt by Holdings the Borrowers or any of its their Subsidiaries, or the Administrative Agent or Priority Collateral Agent, for the benefit of the Secured Parties, Trustee as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower Borrowers shall prepay the Loans as specified in Section 2.05(k) below in an aggregate amount (subject to Section 2.05(l)) equal to 100% of such Net Insurance/Condemnation Proceeds; provided, that if prior to the date of any such required prepayment, the Main Borrower notifies the Administrative Agent in writing of the Borrower’s and/or its Subsidiary’s intention to reinvest the Net Insurance/Condemnation Proceeds in Relevant Equipment and certifies in such notice that no Event of Default then exists, then the Borrowers shall not be required to make a prepayment to the extent the Net Insurance/Condemnation Proceeds are so reinvested within 365 days following receipt thereof by any Borrower and/or such Subsidiary; provided that, to the extent such Net Insurance/Condemnation Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrowers shall promptly prepay Loans as specified in Section 2.05(k) below after the expiration of such period in an amount equal to such Net Insurance/Condemnation ProceedsProceeds less any amount so reinvested; provided that (i) so long as no Event provided, further that, if such casualty or taking includes any Collateral, the assets in which the portion of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds derived from the Closing Date through the applicable date such Collateral are so reinvested as set forth above shall be reinvested in assets of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more of the Operating Credit Loan Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable Loan Party shall comply with Section 6.16 with respect to such assets thereof, in capital expenditures or in as if such assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds were acquired on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofreinvestment.

Insurance/Condemnation Proceeds. Not No later than the tenth one (1) Business Day following the date of receipt by Holdings any Borrower or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower Borrowers shall prepay the Loans Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds, which amount shall be applied to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof; provided that provided, (i) so long as no Default or Event of Default shall have occurred and be continuing continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower Borrowers shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds (other than proceeds of Boston FCC License (or the equity of the entity that directly or indirectly holds any such Boston FCC License)) within three one hundred sixty eighty (360180) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration restore or replacement of replace the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required giving rise to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the Proceeds. Each prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required Term Loan made pursuant to this Section 2.10(b2.3(c)(iii) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans not require any Prepayment Premium. It is understood and Other Applicable Insurance Indebtedness at such time, with it being agreed that (x) the portion proceeds of such net proceeds allocated to the Other Applicable Indebtedness PNC Priority Collateral shall not exceed be applied as provided above so long as PNC Obligations remain outstanding in compliance with the amount of Intercreditor Agreement and such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans amounts are applied in accordance with the terms hereof); provided, further, that to of the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and PNC Credit Agreement as in any event within ten Business Days after effect on the date hereof to reduce the PNC Obligations and (y) the Term Loan Priority Collateral (including the Boston FCC License (or the equity of the entity that directly or indirectly holds any such rejectionBoston FCC License)) are not PNC Priority Collateral and the proceeds thereof shall be applied used to mandatorily prepay the Loans in accordance with Term Loan and not any loans or obligations under the terms hereofPNC Credit Agreement.

Insurance/Condemnation Proceeds. Not No later than the tenth Business Day following the date of receipt by Holdings Borrower or any of its SubsidiariesRestricted Subsidiary, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided that (i) so long as no Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Restricted Subsidiaries, to invest such Net Insurance/Condemnation Proceeds (including for purposes of restoring or repairing the Real Estate Collateral Property affected by the casualty or condemnation giving rise to such Net Insurance/Condemnation Proceeds) within three hundred sixty (360) 365 days of receipt thereof (or, if Borrower or within eighteen (18) months following receipt thereof if a contractual commitment any Restricted Subsidiary has contractually committed to reinvest is entered into such proceeds by the end of such 365-day period, within three hundred sixty (360) 180 days following receipt thereofafter the end of such 365-day period or such longer period as may be necessary to complete any restoration or repair of any casualty or condemnation) in long term productive assets of the general type used in or useful to the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its the Restricted Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that any such Net Insurance/Condemnation Proceeds that have not been so reinvested by the end of such 365-day (or, if applicable, 545-day) reinvestment period (or such longer period as may be required to the extent the holders complete any restoration or repair of Other Applicable Insurance Indebtedness decline any casualty or condemnation) shall be applied by Borrower to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event prepay Term Loans within ten Business Days after of the date end of such rejection) be applied to prepay the Loans in accordance with the terms hereofperiod.

Insurance/Condemnation Proceeds. Not Promptly, but in no event later than the tenth one Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Administrative Agent or Collateral Agent, for the benefit of the Secured Parties, Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower Company shall prepay the Loans and accrued interest thereon, permanently reduce the Synthetic L/C Facility and provide cash collateral in respect of Synthetic L/C Undrawn Amounts in accordance with Section 2.4(j) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided Proceeds provided, however, that (i) Company will only be required to prepay, reduce the Synthetic L/C Facility and provide cash collateral under this clause (b) with Net Insurance/Condemnation Proceeds (A) from Current Asset Collateral to the extent such Net Insurance/Condemnation Proceeds are not required to repay Revolving Loans or cash collateralize letters of credit under the Revolving DIP Credit Agreement, and (B) to the extent such Net Insurance/Condemnation Proceeds thereof are greater than $250,000 with respect to any transaction or series of related transactions and greater than $750,000 in the aggregate during any Fiscal Year and (ii) (A) so long as no Event of Default shall have occurred and be continuing and (iiB) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date November 30, 2006 through the applicable date of determination do not exceed $25,000,0005,000,000, the Borrower Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective its Subsidiaries, to invest or enter into a binding commitment to invest, such Net Insurance/Condemnation Proceeds within three hundred sixty (360) 90 days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided, in capital expenditures or in assets that (other than Cash and Cash Equivalentsx) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt investment with respect thereto complies with the proceeds other provisions of this Agreement, (y) pending such investment, such Net Insurance/Condemnation Proceeds are deposited in a Cash Collateral Account, and (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply z) any such Net Insurance/Condemnation Proceeds on subject to a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) binding commitment for reinvestment shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans and accrued interest thereon, or reduce the Synthetic L/C Facility and provide cash collateral under this clause (b) if not reinvested within 180 days of receipt thereof. Notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, all Net Insurance/Condemnation Proceeds (other than from Current Asset Collateral to the extent such Net Insurance/Condemnation Proceeds are required to repay Revolving Loans or cash collateralize letters of credit under the Revolving DIP Credit Agreement) shall be applied by Administrative Agent to prepay the Loans as set forth in accordance with 2.16, reduce the terms hereofSynthetic L/C Facility and provide cash collateral in respect of Synthetic L/C Undrawn Amounts.

Insurance/Condemnation Proceeds. Not later than the tenth Business Day following the date Mortgagor hereby assigns to Mortgagee ------------------------------- all proceeds of receipt by Holdings any insurance or any of its Subsidiariescondemnation awards which Mortgagor may be entitled to receive for loss or damage to, or a taking of, the Collateral AgentSecurity. In the event of loss or damage to, for or a taking of, the benefit Security, the proceeds of said insurance or condemnation award shall be payable to Mortgagee alone and Mortgagor hereby authorizes and directs any affected insurance company or government agency to make payments of the Secured Partiesinsurance proceeds or condemnation awards directly to Mortgagee. In the event that any such insurance proceeds or condemnation awards are paid directly to Mortgagor, as Mortgagor shall make such proceeds or awards available to Mortgagee within five (5) days of Mortgagor's receipt thereof. No such loss payee, or damage shall itself reduce the Indebtedness. Mortgagee is authorized to adjust and compromise such loss without the consent of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans in Mortgagor (if an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) so long as no Event of Default shall have occurred then exist), to collect and be continuing receive such proceeds or awards in the name of Mortgagee and (ii) Mortgagor and to endorse Mortgagor's name upon any check in payment thereof. Subject to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date provisions of determination do not exceed $25,000,000Sections 9, the Borrower 10 and 11 hereof, such proceeds or awards shall have the optionbe applied first toward reimbursement of all reasonable costs and expenses of Mortgagee in collecting said proceeds or awards, directly or through one or more and then toward payment of the Operating Credit Parties Indebtedness or any portion thereof, whether or not then due and payable, in whatever order Mortgagee may elect. In the event of their respective Subsidiaries, foreclosure of this Mortgage or other transfer of title to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) the Security in long term productive assets consideration of the general type used extinguishment, in the business of Holdings and its Subsidiarieswhole or in part, which investment may include the repair, restoration or replacement of the applicable assets thereofIndebtedness, all right, title, and interest of Mortgagor in capital expenditures and to any insurance policy, or premiums or payments in assets (other than Cash and Cash Equivalents) used or useful in the business satisfaction of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower claims or any of its Subsidiaries permitted under Section 6.1 pursuant other rights thereunder then in force, shall pass to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid purchaser or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and grantee notwithstanding the amount of prepayment any bid at such foreclosure sale. Nothing contained herein shall prevent the accrual of interest as provided in the Note on any portion of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on principal balance due under the basis of Note until such time as the aggregate outstanding principal amount of the Loans insurance proceeds or condemnation awards are actually received and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay reduce the Loans in accordance with the terms hereofprincipal balance outstanding.

Insurance/Condemnation Proceeds. Not later than The Borrower shall prepay the tenth Loan in an amount equal to the amount by which the aggregate amount of all Net Insurance Proceeds and Net Condemnation Proceeds received by the Borrower or any of its Subsidiaries in any Fiscal Year exceeds $2,500,000, not counting amounts prepaid under the immediately following proviso; provided, that with respect to proceeds from an Event of Loss of a Spare Engine (as such terms are defined in the Security Agreement) if the Borrower does not pledge appropriate substitute Collateral in accordance with the terms of Section 3.01 of the Security Agreement, the Borrower shall apply all such proceeds to prepay the Loan; and provided further that the Borrower shall not be obligated to prepay the Loan from Net Insurance Proceeds or Net Condemnation Proceeds if and to the extent that the Borrower certifies to the Board that the recipient intends to repair, restore or replace the assets from which such Net Insurance Proceeds or Net Condemnation Proceeds derived, and does so (or enters into a definitive agreement committing to do so) within 6 months after receipt of such Net Insurance Proceeds or Net Condemnation Proceeds (or in the case of proceeds derived from Collateral, the Borrower uses such proceeds to repair, restore or replace the assets from which such proceeds derived in accordance with the applicable provisions of the Security Agreement). Any prepayment pursuant to this SECTION 2.6(C) shall be made on the third Business Day following the date of receipt of the Net Insurance Proceeds or Net Condemnation Proceeds in excess of the specified level by Holdings the Borrower or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, as loss payee, of any Net Insurance/Condemnation Proceedsif later, the Borrower shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) so long as no Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof six-month period referenced above (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest such later date as it is determined that the proceeds will not be applied in accordance with an agreement entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used such six-month period), or in the business case of Holdings proceeds derived from Collateral and its Subsidiaries, for which investment may include the repair, restoration or replacement timing of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful prepayment is otherwise provided for in the business of the Borrower and its Subsidiaries; provided thatSecurity Agreement, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans time as determined in accordance with the terms hereof)applicable provisions thereof; provided, furtherhowever, in all cases, that if prepayment at such time would cause the Borrower to incur Breakage Costs, the Borrower may, by delivery of written notice to the extent Agent, elect to deposit the holders amount that it would otherwise prepay at such time in the Prepayment Account established under Section 6.06 of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaidthe Security Agreement, for application on the declined amount shall promptly next Interest Payment Date in manner provided in the second sentence of Section 2.6(f) below. (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.d)

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings Company or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Agent as loss payeepayee or additional insured, of any Net Insurance/Condemnation ProceedsProceeds from insurance or any condemnation, the Borrower taking or other casualty, Company shall prepay the ABL Loans and the Term Loan (subject to the applicable provisions of the Intercreditor Agreement) as set forth in Section 2.13(a) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that provided, (i) so long as no Default or Event of Default shall have occurred and be continuing and continuing, (ii) Company has delivered Administrative Agent prior written notice of Company’s intention to apply the Reinvestment Amounts to the costs of replacement of the properties or assets that are the subject of such condemnation, taking or other casualty, (iii) pending such reinvestment, such Net Proceeds are maintained pursuant to arrangements reasonably acceptable to the Collateral Agent, which arrangements shall in all events provide the Collateral Agent with a First Priority Lien on such Net Proceeds and assure that such Net Proceeds are available to be reinvested as described herein, and (iv) Company or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Company and its Subsidiaries shall have the option to apply such monies in an aggregate amount not to exceed $5,000,000 in any Fiscal Year to the costs of replacement of the assets that are the subject of *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. such condemnation, taking or other casualty, unless and to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the either (x) such applicable date of determination do not exceed $25,000,000, the Borrower period shall have the optionexpired without such replacement being made or completed, directly or through one or more (y) there shall occur an Event of the Operating Credit Parties or any of their respective SubsidiariesDefault that is continuing, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereofthen, in capital expenditures either case, any amounts held for reinvestment by the Company or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loan and the ABL Loans as required by Section 2.13, on the last day of such specified period or immediately, in accordance with the terms hereofcase of an Event of Default that is continuing.

Insurance/Condemnation Proceeds. Not No later than the tenth ten Business Day Days following the date of receipt by Holdings Borrower or any of its Restricted Subsidiaries, or the Administrative Agent or Collateral Agent, for the benefit of the Secured Parties, Trustee as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans as specified in Section 2.05(k) below in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) so long as no Event of Default shall have occurred and be continuing and (ii) provided, if prior to the extent that aggregate date of any such required prepayment, the Borrower notifies the Administrative Agent in writing of the Borrower’s and/or its Restricted Subsidiary’s intention to reinvest the Net Insurance/Condemnation Proceeds from in assets that are, in the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more reasonable business judgment of the Operating Credit Parties or any of their respective SubsidiariesBorrower, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) (or used to replace damaged or destroyed assets) and its Subsidiaries; provided thatcertifies in such notice that no Event of Default then exists, if at then the time that any such prepayment would Borrower shall not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so reinvested within 365 days following receipt thereof by the Borrower is also required to repay and/or such Restricted Subsidiary, or repurchase or to offer to repurchase or repay Senior Secured Debt of (y) if the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant and/or such Restricted Subsidiary, as applicable, has committed in writing to the terms of the documentation governing such Senior Secured Debt with the proceeds of so reinvest such Net Insurance/Condemnation Proceeds (during such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased365-day period, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis are so reinvested within 180 days after the expiration of such 365-day period; provided that, to the prepayment extent such Net Insurance/Condemnation Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Loans and as specified in Section 2.05(k) below after the expiration of such period in an amount equal to such Net Insurance/Condemnation Proceeds less any amount so reinvested; provided, further that, if such casualty or taking includes any Collateral, the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that assets in which the portion of Net Insurance/Condemnation Proceeds derived from such net proceeds allocated to the Other Applicable Indebtedness Collateral are so reinvested as set forth above shall not exceed the amount be reinvested in assets of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, one or more Loan Parties and the remaining amount, applicable Loan Party shall comply with Section 6.16 with respect to such assets as if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after assets were acquired on the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofreinvestment.

Insurance/Condemnation Proceeds. Not later than Subject to the tenth Business Day following the date provisions of receipt by Holdings this Section and Sections 9, 10 and 11 hereof, Borrower hereby assigns to Lender all proceeds of any insurance or condemnation awards, which Borrower may be entitled to receive for any of its Subsidiariesloss or damage to, or the Collateral Agent, for the benefit of the Secured Parties, as loss payee, of any Net Insurance/Condemnation Proceedsa taking of, the Security. Unless an Event of Default or Potential Event of Default exists and is continuing, Borrower shall prepay the Loans in an aggregate amount equal be permitted to such Net Insurance/Condemnation Proceeds; provided that make proof of loss, to adjust, settle and compromise (i) so long as no Event of Default shall have occurred and be continuing and any claim under insurance policies in connection with any fire or other casualty, or (ii) to any proceeding for the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more condemnation of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereofSecurity, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that each case to the extent the holders casualty loss or condemnation award, as applicable, is not reasonably anticipated by Borrower to exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00). With respect to any such casualty loss or condemnation award which Borrower reasonably anticipates to exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), Borrower hereby authorizes and empowers Lender, at Lender’s option and in Lender’s reasonable discretion as attorney-in-fact for Borrower, to make proof of Other Applicable Insurance Indebtedness decline loss, to have such indebtedness repurchased adjust, settle and compromise (a) any claim under insurance policies in connection with any fire or prepaidother casualty, or (b) any proceeding for the condemnation of the Security. In the event of any loss or damage to, or a taking of, the declined Security, (i) in excess of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), the proceeds of said insurance or condemnation award shall be payable to Lender alone and Borrower hereby authorizes and directs any affected insurance company or government agency to make payment of the insurance proceeds or condemnation awards directly to Lender, or (ii) in an amount shall which is equal to or less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), Lender hereby authorizes and directs any affected insurance company or government agency to make payment of the insurance proceeds or condemnation awards directly to Borrower. Lender agrees to promptly (execute and in delver any event within ten Business Days after additional authorization or direction required by the date insurance company or government agency for the payment of such rejectionproceeds or award, and otherwise cooperate with Borrower in obtaining same, provided Lender is not required to pay any cost or incur any expense in connection therewith. In the event that any such insurance proceeds or condemnation awards are paid directly to Borrower or Lender, as applicable, in contravention of the provisions of this Security Instrument, Borrower or Lender, as applicable, shall deliver such proceeds or awards to the other party within five (5) days of Borrower’s or Lender’s receipt thereof, as applicable. No such loss or damage shall itself reduce the Indebtedness. With respect to any such casualty loss or condemnation award which Borrower reasonably anticipates to exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), Lender is authorized to collect and receive such proceeds or awards in the name of Lender and Borrower and to endorse Borrower’s name upon any check in payment thereof. Subject to the provisions of Sections 9, 10 and 11 hereof, such proceeds or awards disbursed to Lender shall be applied first toward reimbursement of all third-party, out-of-pocket costs and expenses of Lender in collecting said proceeds or awards, then toward payment of the Indebtedness or any portion thereof, whether or not then due and payable, in whatever order Lender may elect, or Lender may, at its option, apply said insurance proceeds or condemnation awards in whole or in part toward restoration of the Security for which such insurance proceeds or condemnation awards shall have been paid to prepay Lender. In the Loans event of foreclosure of this Security Instrument or other transfer of title to the Security and extinguishment, in accordance with whole or in part, of the terms hereofIndebtedness, all right, title, and interest of Borrower in and to any insurance policy, or premiums or payments in satisfaction of claims or any other rights thereunder then in force, shall pass to the purchaser or grantee notwithstanding the amount of any bid at such foreclosure sale. Nothing contained herein shall prevent the accrual of interest as provided in the Note on any portion of the principal balance due under the Note until such time as the insurance proceeds or Condemnation awards are actually received by Lender and applied to reduce the principal balance outstanding.

Insurance/Condemnation Proceeds. Not No later than the tenth fifth (5th) Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds in excess of $2,000,000, the Borrower Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) provided, so long as no Default or Event of Default shall have occurred and be continuing and (ii) continuing, upon delivery of a written notice to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000Administrative Agent, the Borrower Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided further, pending any such investment all such Net Insurance/Condemnation Proceeds, shall be, at the option of the Company, either (i) held at all times prior to such investment, in capital expenditures an escrow account in form and substance reasonably acceptable to Administrative Agent, or in assets (other than Cash and Cash Equivalentsii) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required applied to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant prepay Revolving Loans to the terms of extent outstanding (without a reduction in Revolving Commitments) and upon such application, the documentation governing such Senior Secured Debt with Administrative Agent shall establish a reserve against Availability in an amount equal to the proceeds amount of such Net Insurance/Condemnation Proceeds (so applied and, to the extent such Senior Secured Debt Net Insurance/Condemnation Proceeds exceed the amount required to prepay all such Revolving Loans, the balance thereof shall be repaid or repurchased or held at all times prior to be offered such reinvestment in an escrow account in form and substance reasonable acceptable to be so repaid or repurchasedAdministrative Agent. In the event that the Net Insurance/Condemnation Proceeds are not invested by Company prior to the earlier of (i) the last day of such three hundred sixty (360) day period and (ii) the date of the occurrence of an Event of Default, “Other Applicable Insurance Indebtedness”), then the Borrower may Administrative Agent shall apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Obligations as set forth in Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof2.14(b); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not later than the tenth Business Day following the date of receipt by Holdings Mortgagor hereby assigns to Mortgagee all insurance proceeds or any of its SubsidiariesCondemnation (defined in Section 9 below) awards which Mortgagor may be entitled to receive for loss or damage to, or a taking of, the Collateral AgentSecurity. In the event of loss or damage to, for or a taking of, the benefit Security, the proceeds of said insurance or Condemnation award shall be payable to Mortgagee alone and Mortgagor hereby authorizes and directs any affected insurance company or government agency to make payment of the Secured Partiesinsurance proceeds or Condemnation awards directly to Mortgagee. In the event that any such insurance proceeds or Condemnation awards are paid directly to Mortgagor, Mortgagor shall make such proceeds or awards available to Mortgagee within five (5) Business Days of Mortgagor’s receipt thereof. No such loss or damage shall itself reduce the Indebtedness unless Mortgagee elects to apply the proceeds and such proceeds are actually applied to the Indebtedness as provided in Section 10 below. Prior to an Event of Default, Mortgagor and Mortgagee shall jointly and reasonably agree on the prompt adjustment and compromise of such loss, to collect and receive such proceeds or awards and to endorse any check in payment thereof. During an Event of Default, or in the event of a loss payeeor damage to, of any Net Insurance/Condemnation Proceedsor a taking of, the Borrower shall prepay security in excess of $1,500,000, Mortgagee is authorized to adjust and compromise such loss without the Loans consent of Mortgagor, to collect and receive such proceeds or awards in the name of Mortgagee and Mortgagor and to endorse Mortgagor’s name upon any check in payment thereof. Furthermore, if an aggregate amount equal insurance claim is no greater than $250,000 (a “Minor Claim”), Mortgagee agrees that insurance proceeds may be made available directly to such Net Insurance/Condemnation Proceeds; the Mortgagor provided that (i) so long as no Event of Default is then in existence and so long as Mortgagor promptly commences and diligently pursues to completion any required restoration Work utilizing such insurance proceeds. Subject to the provisions of Sections 9, 10 and 11 hereof, such proceeds or awards shall be applied first toward reimbursement of all costs and expenses of Mortgagee in collecting said proceeds or awards, then toward payment of the Indebtedness or any portion thereof, whether or not then due and payable, in whatever order Mortgagee may elect, or Mortgagee may, at its option, make said insurance proceeds or Condemnation awards available to Mortgagor in whole or in part toward restoration of the Security for which such insurance proceeds or Condemnation awards shall have occurred and be continuing and (ii) been paid. In the event of foreclosure of this Mortgage or other transfer of title to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000Security and extinguishment, the Borrower shall have the optionin whole or in part, directly or through one or more of the Operating Credit Parties Indebtedness, all right, title, and interest of Mortgagor in and to any insurance policy, or premiums or payments in satisfaction of claims or any of their respective Subsidiariesother rights thereunder then in force, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant shall pass to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid purchaser or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and grantee notwithstanding the amount of prepayment any bid at such foreclosure sale. Nothing contained herein shall prevent the accrual of interest as provided in the Note on any portion of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on principal balance due under the basis of Note until such time as the aggregate outstanding principal amount of the Loans insurance proceeds or Condemnation awards are actually received and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay reduce the Loans in accordance with the terms hereofprincipal balance outstanding.

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day ------------------------------- following the date of receipt by Holdings Holdings, Borrower or any of its their respective Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.13 in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that provided, (i) so long as no Default or Event of Default shall have occurred and be continuing and continuing, (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,0005,000,000 and (iii) Borrower shall have delivered a certificate of Borrower, executed on behalf of Borrower by an Authorized Officer, setting forth the details with respect thereto on such first Business Day, Borrower shall have the option, directly or through one 57 or more of the Operating Credit Parties or its Included Subsidiaries (except that if such proceeds were received by any of their respective SubsidiariesSubsidiary other than an Included Subsidiary, such Subsidiary shall be permitted to make such investment), to invest such Net Insurance/Condemnation Proceeds within three one hundred sixty eighty (360180) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings Borrower and its SubsidiariesIncluded Subsidiaries (except as set forth above), which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures of Borrower or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Included Subsidiaries; provided thatfurther, if at the time that pending any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of investment all such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchasedProceeds, “Other Applicable Insurance Indebtedness”)as the case may be, then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the outstanding Revolving Loans (without a reduction in accordance with the terms hereofRevolving Commitments).

Insurance/Condemnation Proceeds. Not No later than the tenth third Business Day following the date of receipt by Holdings Borrower or any of its Restricted Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds in excess of $2,500,000 in the aggregate in any Fiscal Year, the Borrower shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) provided, so long as no Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000continuing, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective its Restricted Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of twelve months after receipt thereof (or if Borrower or such Restricted Subsidiary has committed to so invest such Net Insurance/Condemnation Proceeds in writing within eighteen (18) such 12-month period, to invest such Net Insurance/Condemnation Proceeds within 18 months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following of the receipt thereof) in long term productive real estate, equipment and other fixed or capital assets of the general type used or useful in the business of Holdings Borrower and its SubsidiariesSubsidiaries (or make an Investment in any Permitted Business of Borrower, any Guarantor or any Immaterial Subsidiary; provided, however, for purposes of clarity, if any such Investment in an Immaterial Subsidiary shall cause such Immaterial Subsidiary to cease to be an Immaterial Subsidiary such Subsidiary shall be and become a Guarantor and pledge its assets, in each case in accordance with Section 5.10), which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in which case the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds amount of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt invested shall not be required to be repaid or repurchased or applied to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of repay the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required (with a reduction in Revolving Commitments) pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof2.14(b); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not No later than the tenth fifth Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds in excess of $2,000,000, the Borrower Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such Net Insurance/Condemnation Credit and Guaranty Agreement Proceeds; provided that (i) provided, so long as no Default or Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000continuing, the Borrower Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days one year of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive non-working capital assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided further, pending any such investment all such Net Insurance/Condemnation Proceeds shall be, at the option of the Company, either (i) held at all times prior to such investment, in capital expenditures an escrow account in form and substance reasonably acceptable to Administrative Agent, or in assets (other than Cash and Cash Equivalentsii) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required applied to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant prepay Revolving Loans to the terms of extent outstanding (without a reduction in Revolving Commitments) and upon such application, the documentation governing such Senior Secured Debt with Administrative Agent shall establish a reserve against Availability in an amount equal to the proceeds amount of such Net Insurance/Condemnation Proceeds (so applied and, to the extent such Senior Secured Debt Net Insurance/Condemnation Proceeds exceed the amount required to prepay all such Revolving Loans, the balance thereof shall be repaid or repurchased or held at all times prior to be offered such reinvestment in an escrow account in form and substance reasonable acceptable to be so repaid or repurchasedAdministrative Agent. In the event that the Net Insurance/Condemnation Proceeds are not invested by Company prior to the earlier of (i) the last day of such one year period and (ii) the date of the occurrence of an Event of Default, “Other Applicable Insurance Indebtedness”), then the Borrower may Administrative Agent shall apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Obligations as set forth in Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof2.14(b); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not later than Grantor hereby assigns to Beneficiary all proceeds of any insurance or condemnation awards which Grantor may be entitled to receive for loss or damage or taking of to the tenth Business Day following Security. In the date event of loss or damage to, or a taking of, the Security, the proceeds of said insurance or condemnation award shall be payable to Beneficiary alone and Grantor hereby authorizes and directs any affected insurance company or government agency to make payment of the insurance proceeds or condemnation awards directly to Beneficiary. In the event that any such insurance proceeds or condemnation awards are paid directly to Grantor, Grantor shall make such proceeds or awards available to Beneficiary within five (5) days of Grantor's receipt by Holdings thereof. No such loss or damage shall itself reduce the Indebtedness. The Beneficiary is authorized to adjust and compromise such loss without the consent of the Grantor, to collect and receive such proceeds or awards in the name of Beneficiary and Grantor and to endorse the Grantor's name upon any check in payment thereof. Subject to the provisions of Sections 9, 10, and 11 hereof, such proceeds or awards shall be applied first toward reimbursement of all costs and expenses of the Beneficiary in collecting said proceeds or awards, then toward payment of the Indebtedness or any of its Subsidiariesportion thereof, whether or not then due and payable, in whatever order Beneficiary may elect, or the Collateral AgentBeneficiary may, for the benefit at its option, apply said insurance proceeds or condemnation awards in whole or in part toward restoration of the Secured PartiesSecurity for which such insurance proceeds or condemnation awards shall have been paid. In the event of foreclosure of this Deed of Trust or other transfer of title to the Security and extinguishment, as loss payeein whole or in part, of the indebtedness secured hereby, all right, title and interest of Grantor in and to any Net Insurance/Condemnation Proceedsinsurance policy, the Borrower or premiums or payments in satisfaction of claims or any other rights thereunder then in force, shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) so long as no Event of Default shall have occurred and be continuing and (ii) pass to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly purchaser or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and grantee notwithstanding the amount of prepayment any bid at such foreclosure sale. Nothing contained herein shall prevent the accrual of interest as provided in the Notes on any portion of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on principal balance due under the basis of Notes until such time as the aggregate outstanding principal amount of the Loans insurance proceeds or condemnation awards are actually received and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay reduce the Loans in accordance with the terms hereofprincipal balance outstanding.

Insurance/Condemnation Proceeds. Not No later than the tenth third Business Day following the date of receipt by Holdings Holdings, Company or any of its Restricted Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower Company shall prepay the Term Loans as set forth in Section 2.11(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) so long as no Default or Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000continuing, the Borrower Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Restricted Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three hundred and sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings Company and its Restricted Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, further that Company or the applicable Restricted Subsidiary thereof shall have an additional one hundred and eighty (180) days to complete such reinvestment if at (w) the time that any intended purchase or improvement cannot be completed within such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of three hundred and sixty-day period after its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds receipt of such Net Insurance/Condemnation Proceeds Proceeds, (x) Company or the applicable Restricted Subsidiary thereof shall have entered into binding commitments with third parties to complete such Senior Secured Debt required reinvestment, (y) Company or the applicable Restricted Subsidiary diligently pursues the completion of such reinvestment as soon as is reasonably practicable and (z) Company, during such three hundred and sixty-day period, delivers a certificate of an Authorized Officer to be repaid or repurchased or Administrative Agent certifying as to be offered to be so repaid or repurchasedcompliance with clauses (w) through (z) hereof; and provided further that pending any such reinvestment, “Other Applicable Insurance Indebtedness”), then the Borrower may apply all such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) may be applied to prepay Revolving Loans to the Loans extent outstanding (without a reduction in accordance with commitments under the terms hereofRevolving Loan Agreement).

Insurance/Condemnation Proceeds. Not Except to the extent required to be applied as a prepayment of any Approved Floorplan Financing or Indebtedness under the TCF Agreement, no later than the tenth first Business Day following the date of receipt by Holdings PubCo or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower Companies shall prepay the Loans and/or the Commitments shall be permanently reduced as set forth in Section 2.13(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that provided, (i) so long as no Default or Event of Default shall have occurred and be continuing continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000250,000 (such amounts, the Borrower “Insurance/Condemnation Reinvestments Amounts”), the Companies shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds Reinvestment Amounts within three one hundred sixty (360) eighty days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereofthe “Insurance/Condemnation Reinvestment Period”) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to pending any such investment all such Insurance/Condemnation Proceeds, as the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaidcase may be, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay Revolving Loans to the Loans extent outstanding (without a reduction in accordance with Revolving Commitments) and otherwise held at all times prior to such investment in an escrow account in form and substance reasonably satisfactory to Administrative Agent. In the terms hereofevent that such Insurance/Condemnation Reinvestment Amounts are not applied to the Obligations or reinvested by the Companies prior to the earlier of (i) the expiration of the applicable Insurance/Condemnation Reinvestment Period, and (ii) the occurrence of an Event of Default, then, such failure shall continue unremedied for a period of three Business Days, an Event of Default shall be deemed to have occurred and be continuing under this Section 2.12(b) until a prepayment is made (or any such escrow is applied by Administrative Agent as a prepayment) in an amount equal to such Insurance/Condemnation Reinvestment Amounts that have not been so reinvested.

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings Company or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds on account of any separate loss of any property or assets of Company or its Subsidiaries in excess of $2,000,000, the Borrower Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that provided, (i) so long as no Default or Event of Default shall have occurred and be continuing continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three hundred hundred-sixty (360) days of receipt thereof (in the repair, restoration or within eighteen (18) months following receipt replacement of the applicable assets thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) or in other long term productive useful assets of the general type used in the business of Holdings Company and its SubsidiariesSubsidiaries (provided that "long-term" assets for such purpose shall mean any property having a remaining useful life of at least five (5) years); provided further, which pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may include be, shall be applied to prepay Revolving Loans to the repair, restoration or replacement extent outstanding on the date of the applicable assets thereofsuch Asset Sale (without a reduction in Revolving Commitments) or, in capital expenditures the case of proceeds arising in connection with a Health Care Facility subject to the Omega Loan or in assets (other than Cash and Cash Equivalents) used a Lease which prohibits such prepayment, shall be paid into a restricted account for use as required by the Omega Loan documents or useful in such Lease, subject to arrangements reasonably satisfactory to the business of the Borrower and its SubsidiariesAdministrative Agent; provided provided, still further that, if to the extent not so CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW reinvested at the time that any expiration of such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of 360 day period, such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans prepaid in accordance with the terms hereofthis Section 2.14(b); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not No later than the tenth third Business Day following the date of receipt by Holdings Borrower or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, as loss payee, Subsidiaries of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans in cause an aggregate amount equal to such Net Insurance/Condemnation ProceedsProceeds to be applied to repay the Obligations in accordance with Section 2.11(b); provided provided, that (i) so long as no Default or Event of Default shall have occurred and be continuing and at such time, Borrower may elect (iix) not to the extent that aggregate apply such Net Insurance/Condemnation Proceeds from to such repayment of the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the optionObligations and (y) instead to invest, directly or through one or more of the Operating other Credit Parties or any of their respective SubsidiariesParties, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) 90 days of after receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, thereof or otherwise in capital expenditures or long term (as determined in accordance with GAAP) assets (other than Cash and Cash Equivalents) used or useful in the a permitted business of the Borrower and its SubsidiariesCredit Parties; provided thatfurther, that if at the time that aggregate Net Insurance/Condemnation Proceeds pending any such prepayment would be required application or investment exceeds $500,000 at any time during the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt term of this Agreement, then the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds aggregate amount of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to exceeding $500,000 shall be repaid or repurchased or to be offered to be so repaid or repurchaseddeposited and held in an Insurance/Condemnation/Asset Sale Proceeds Account, “Other Applicable Insurance Indebtedness”), then the Borrower may apply and such Net Insurance/Condemnation Proceeds shall be subject to the withdrawal by Borrower to be applied to such investment at any time so long as no Default or Event of Default shall have occurred and be continuing at such time provided that any such funds that are so withdrawn are promptly invested by Borrower in accordance with this Section 2.10(b) or used to repay Obligations in accordance with this Section 2.10(b); and provided further, that if any such Net Insurance/Condemnation Proceeds are not so reinvested within the 90 day period or if Borrower reasonably determine that such Net Insurance/Condemnation Proceeds are no longer intended to be so reinvested, then an amount (including funds on a pro rata basis deposit in the Insurance/Condemnation/Asset Sale Proceeds Account, if any) equal to such Net Insurance/Condemnation Proceeds shall be applied within five (5) Business Days thereafter to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans Obligations in accordance with the terms hereofSection 2.11(b); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not No later than the tenth third (3rd) Business Day following the date of receipt by Holdings the Company or any of its Restricted Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds from insurance or any condemnation, taking or other Casualty, in each case with respect to Term Priority Collateral, the Borrower Borrowers shall prepay the Loans Term Loan as set forth Section 2.11(c) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that provided, so long as (i) so long as no Event of Default shall have occurred and be continuing and continuing, (ii) the Company has delivered to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date Administrative Agent written notice promptly following receipt of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days setting forth the Company’s intention to apply or reinvest the Net Proceeds received to the costs of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable properties or assets thereofthat are the subject of such condemnation, in capital expenditures taking or in other casualty or the cost of purchase or construction of other assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower Company or its Subsidiaries (provided that all such assets constitute Term Priority Collateral) and that such funds are being held in a segregated account subject to a control agreement providing the Administrative Agent with a first priority lien thereon, (iii) until such application or reinvestment the monies are held in a deposit account in which the Administrative Agent has a perfected first-priority security interest, and (iv) the Company or its Restricted Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, the Company and its Subsidiaries; provided that, if at Restricted Subsidiaries shall have the time that option to apply such monies in an aggregate amount not to exceed $5,000,000 in any such prepayment would be required fiscal year to the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt costs of replacement of the Borrower assets that are the subject of such condemnation, taking or any other casualty or the costs of purchase or construction of other assets useful in the business of the Company and its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans unless and to the repayment extent that either (x) such applicable period shall have expired without such replacement, purchase or repurchase construction being made or completed, or (y) there shall occur an Event of Other Applicable Insurance IndebtednessDefault that is continuing, and then, in either case, any amounts held for reinvestment by the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) Company or its Restricted Subsidiaries shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated applied to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans Term Loan in accordance with the terms hereofSection 2.11(c); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly . (and in any event within ten Business Days after the date of such rejectioniii) be applied to prepay the Loans in accordance with the terms hereof[Reserved].

Insurance/Condemnation Proceeds. Not Subject to Section 6.8(c), no later than the tenth fifth (5th) Business Day following the date of receipt by Holdings (i) any Loan Party or Subsidiary thereof (or any Affiliate on behalf of its Subsidiaries, such Loan Party or Subsidiary) or (ii) the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payeepayee or mortgagee (or similar), of any Net Insurance/Condemnation Proceeds, as such date may be extended in accordance with Section 2.7(i) below, the Borrower Borrowers shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceedsthe Required Prepayment Amount; provided that (i) so long as no Default or Event of Default shall have occurred and be continuing and continuing, the Borrowers shall have the option to (ii1) with respect to the extent that aggregate Net Insurance/Condemnation Proceeds from a Casualty Event that is not a Total Loss, other than proceeds of business interruption insurance, within the Closing Date through period ending on the applicable date of determination do not exceed $25,000,000Restoration Deadline (or, if applicable, the Borrower shall have Extended Restoration Deadline), reinvest such 37 [FIFTH AMENDED AND RESTATED CREDIT AGREEMENT] Net Insurance/Condemnation Proceeds in an amount up to the option, directly or through one or more Permitted Restoration Amount in the repair and restoration of the Operating Credit Parties Properties damaged or any taken in such Casualty Event or (2) with respect to Net Insurance/Condemnation Proceeds from a Casualty Event that is a Total Loss, within one hundred eighty (180) days of their respective Subsidiariesreceipt thereof, to invest reinvest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (in an amount up to the Permitted Reinvestment Amount in the exploration or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets development of the general type used Borrowers’ Oil and Gas Properties existing as of the date hereof; provided, further, that, in each case, Borrowers shall notify the business Administrative Agent of Holdings such repair and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures reinvestment election on or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant prior to the terms of the documentation governing such Senior Secured Debt with the proceeds of date such Net Insurance/Condemnation Proceeds are received by such Loan Party or Subsidiary (or any Affiliate on behalf of such Senior Secured Debt required Loan Party or Subsidiary); provided, further, to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply extent such Net Insurance/Condemnation Proceeds on a pro rata basis to are not so reinvested by the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion end of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaidone hundred eighty (180) day period, the declined Restoration Deadline or the Extended Restoration Deadline, as applicable, the Borrowers shall immediately use such remaining amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofof this Section 2.7(b). So long as no Default or Event of Default has occurred and is continuing, Net Insurance/Condemnation Proceeds of business interruption insurance in excess of the applicable Required Prepayment Amount can be used by the Borrowers for general corporate and working capital purposes permitted hereunder.

Insurance/Condemnation Proceeds. Not No later than the tenth third Business Day following the date of receipt by Holdings or any of its SubsidiariesCredit Party, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as lender’s loss payee, of any Net Insurance/Condemnation ProceedsProceeds (it being understood that such Net Insurance/Condemnation Proceeds received by any Credit Party shall be promptly deposited into and thereafter maintained in a Controlled Account which is a Term Loan Priority Account (and in any event no later than the next Business Day) following receipt thereof), the Borrower Companies shall prepay the Loans as set forth in Section 2.11 in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that provided, (i) so long as no Default or Event of Default shall have occurred and be continuing continuing, and (ii) to the extent that the aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination in any Fiscal Year do not exceed $25,000,000500,000 (such amounts, the Borrower “Insurance/Condemnation Reinvestment Amounts”), upon delivery of a written notice to Administrative Agent, Companies shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, option to invest such Net Insurance/Condemnation Proceeds within three hundred sixty sixty-five (360365) days of receipt thereof (or within eighteen (18) months following receipt thereof as extended, if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereofat all, in accordance with the proviso below, the “Insurance/Condemnation Reinvestment Period”) in long long-term productive assets that constitute Term Loan Priority Collateral of the general type used in the business of Holdings and its Subsidiariesthe Credit Parties, which investment may include the repair, restoration or replacement of the applicable relevant assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business respect of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of which such Net Insurance/Condemnation Proceeds were received (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchasedassets, “Other Applicable Insurance IndebtednessReplaced Assets”); provided further, then that the Borrower may apply such Insurance/Condemnation Reinvestment Period shall be extended for up to an additional one hundred eighty (180) days in respect of any Net Insurance/Condemnation Proceeds where the Credit Parties have, on or before the expiration of the initial Insurance/Condemnation Reinvestment Period, entered into a pro rata basis definitive agreement for the replacement of Replaced Assets. In the event that the Insurance/Condemnation Reinvestment Amounts are not reinvested by Companies prior to the prepayment earlier of (x) the expiration of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtednessapplicable Insurance/Condemnation Reinvestment Period, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b(y) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of the occurrence of an Event of Default, Administrative Agent shall apply such rejectionInsurance/Condemnation Reinvestment Amounts to the Obligations as set forth in Section 2.11. Upon receipt of any Net Insurance/Condemnation Proceeds generated from assets which constitute Term Loan Priority Collateral, the Credit Party Representative shall provide not less than three (3) Business Days’ prior written notice thereof and the Net Insurance/Condemnation Proceeds shall be applied deposited in a deposit account subject to prepay the Loans in accordance with the terms hereofa Control Agreement whereby Administrative Agent has a First Priority security interest therein.

Insurance/Condemnation Proceeds. Not No later than the tenth fifth Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) provided, so long as no Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000continuing, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three hundred sixty twelve (36012) days months of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, including in Equity Interests of a Person engaged in a permitted business, which investment may include the repair, restoration or replacement of the applicable assets thereofthereof (or, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant solely to the terms of the documentation governing such Senior Secured Debt with the proceeds of extent that such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered have been committed in writing to be so repaid or repurchasedinvested during such twelve-month period, “Other Applicable Insurance Indebtedness”the later of (x) ninety (90) days after the date of such commitment and (y) the end of such twelve-month period); and provided, then further, that if any Default shall have occurred and be continuing which has not matured into an Event of Default, (1) the Borrower may apply shall not be permitted to invest such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereofforegoing proviso until such time as such Default shall no longer be continuing, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that (2) to the extent the holders that such Default shall mature into an Event of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaidDefault, the declined amount shall promptly (and in any event within ten Borrower shall, no later than the next succeeding Business Days after the date of such rejection) Day, be applied required to prepay the Loans in accordance with the terms hereofan aggregate amount equal to such Net Insurance/Condemnation Proceeds.

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings any Note Party or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Agent as loss payee, of any Net Insurance/Condemnation Proceeds (it being understood that such Net Insurance/Condemnation Proceeds, if received on or after the Borrower Initial Note Date, shall prepay be deposited into a Controlled Account on the Loans same Business Day as receipt thereof), the Remaining Amount shall be reduced in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that provided, (i) so long as no Default or Event of Default shall have occurred and be continuing continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000500,000 (such amounts, the Borrower “Insurance/Condemnation Reinvestments Amounts”), Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds Reinvestment Amounts within three one hundred sixty (360) eighty days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereofthe “Insurance/Condemnation Reinvestment Period”) in long term productive assets of the general type used in the business of Holdings Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable relevant assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business respect of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of which such Net Insurance/Condemnation Proceeds were received; provided further, pending any such investment, all such Insurance/Condemnation Reinvestment Amounts shall, if requested by the Requisite Purchasers, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to the Requisite Purchasers. In the event that such Insurance/Condemnation Reinvestment Amounts are not reinvested by Company prior to the earlier of (i) the expiration of the applicable Insurance/Condemnation Reinvestment Period, and (ii) the occurrence of an Event of Default, then, at such Senior Secured Debt required time, an Event of Default shall be deemed to have occurred and be repaid continuing under this Section (b) until a prepayment is made (or repurchased or any such escrow is applied as a prepayment) in an amount equal to be offered to be such Insurance/Condemnation Reinvestment Amounts that have not been so repaid or repurchasedreinvested. For the avoidance of doubt, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net if any Insurance/Condemnation Proceeds on a pro rata basis are received by any Note Party or any of its Subsidiaries prior to the prepayment payment in full and discharge of the Loans and to the repayment or repurchase Xxxxxxx NPA Obligations (other than in respect of Other Applicable Insurance Indebtednessany contingent indemnification amounts for which no claim has been made), and the amount of prepayment such Insurance/Condemnation Proceeds shall be applied as set forth in Section 2.13 of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofXxxxxxx NPA.

Insurance/Condemnation Proceeds. Not (i) No later than the tenth third Business Day following the date of receipt by Holdings Borrower or any of its SubsidiariesSubsidiary Guarantors, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds in excess of $25,000,000 per occurrence relating to any Event of Loss or Event of Taking, then, subject to the proviso below, Borrower shall prepay the Term Loans as set forth in Section 2.14(b) (Application of Mandatory Prepayments) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) that, so long as no Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000continuing, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of use such Net Insurance/Condemnation Proceeds (other than Prepayment Insurance/Condemnation Proceeds) within three hundred sixty-five (365) days of receipt thereof by Borrower or the Subsidiary Guarantors (which 365-day period may be extended by an additional one hundred and eighty (180) days if Borrower shall have provided to Administrative Agent a binding commitment to make any such Senior Secured payment, restoration or reinvestment) to (A) repay Permitted Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then of the Borrower may apply Credit Party that received such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment so long as no Default or Event of the Loans Default has occurred and to the repayment or repurchase of Other Applicable Insurance Indebtednessis continuing, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b(B) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent conditions of Section 5.5 (Insurance) have been satisfied, repair, restore or replace the holders applicable damaged or destroyed assets or (C) to the extent conditions of Other Applicable Insurance Indebtedness decline Section 5.5 (Insurance) have been satisfied, reinvest in the operations and business of Borrower and its subsidiaries to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofextent permitted hereunder.

Insurance/Condemnation Proceeds. Not No later than the tenth ten Business Day Days following the date of receipt by Holdings the Borrower or any of its Restricted Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, any Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Tranche A Term Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided provided, that (i) so long as no Event of Default shall have occurred and be continuing and (ii) if prior to the extent that aggregate date of any required prepayment pursuant to this Section 2.05(h), the Borrower notifies the Administrative Agents in writing of the Borrower’s and/or its Restricted Subsidiary’s intention to use the Net Insurance/Condemnation Proceeds from to make Capital Expenditures or reinvest in assets that are, in the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more reasonable business judgment of the Operating Credit Parties or any of their respective SubsidiariesBorrower, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and or some or all of its SubsidiariesRestricted Subsidiaries (including by way of any Permitted Acquisition) (or used to replace damaged or destroyed assets), then the Borrower shall not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so used or reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted Subsidiary, or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so use or reinvest such Net Insurance/Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds are so used or reinvested within 180 days after the expiration of such 365-day period; provided provided, further, that, if at to the time that any extent such prepayment would be required Net Insurance/Condemnation Proceeds have not been so used or reinvested prior to the expiration of the applicable period, the Borrower is also required shall promptly prepay the outstanding Tranche A Term Loans after the expiration of such period in an amount equal to repay such Net Insurance/Condemnation Proceeds less any amount so used or repurchase or to offer to repurchase or repay Senior Secured Debt reinvested; provided, further, that if such Net Insurance/Condemnation Proceeds are in respect of assets that constitute Collateral, the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to assets in which the terms of the documentation governing such Senior Secured Debt with the proceeds portion of such Net Insurance/Condemnation Proceeds (derived from such Senior Secured Debt required to be repaid Collateral is reinvested as set forth above will constitute Collateral or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then such capital expenditures made with such portion of the Borrower may apply such Net Insurance/Condemnation Proceeds on will be made with respect to assets that constitute (or will constitute) Collateral or in a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance IndebtednessGuarantor engaged in a Similar Business, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofas applicable.

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower Company shall prepay the Loans and/or reduce Commitments as set forth in Section 2.16(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) provided, so long as no Default or Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000continuing, the Borrower Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three two hundred sixty (360) seventy days of receipt thereof (in the repair, restoration or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt replacement of the applicable assets thereof) , or in long term productive assets of the general type used in the business of Holdings and its SubsidiariesSubsidiaries with the consent of Administrative Agent, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiariessuch consent not to be unreasonably withheld; provided thatfurther, if at the time that pending any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of investment all such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required Proceeds, as the case may be, shall be applied to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis prepay Revolving Loans to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly extent outstanding (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans without a reduction in accordance with the terms hereofRevolving Commitments); provided, further, that if a Default subject to a cure period under Section 8.1(e) has occurred, but such cure period has not yet expired, then (i) until the extent earlier of (x) the holders cure of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased the Default or prepaid, (y) the declined amount shall promptly (and in any event within ten Business Days after the date expiration of such rejection) cure period, all such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay Revolving Loans (without a reduction in Revolving Commitments) and, to the Loans extent of any excess, held for the benefit of the Lenders under arrangements reasonably satisfactory to Administrative Agent, and (ii) upon the expiration of such cure period, unless the Default has been cured, all such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay Indebtedness in accordance with the terms hereofrequirements of Section 2.16(b).

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds received with respect to Term Priority Collateral (or, after the Borrower Discharge of ABL Obligations, Net Insurance/Condemnation Proceeds of any Collateral), Company shall offer to prepay the Loans as set forth in Sections 2.14(b) and 2.14(d) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) provided, so long as no Default or Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date on or as of determination do not exceed $25,000,000such first Business Day, the Borrower Company shall have the optionoption (exercisable upon written notice thereof to Administrative Agent on or prior to such first Business Day), directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) 365 days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long long-term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereofthereof (it being expressly agreed that any Net Insurance/Condemnation Proceeds not so invested shall immediately be offered to be applied as set forth in Sections 2.14(b) and 2.14(d)); provided, in capital expenditures further, pending any such investment at any time that Net Insurance/Condemnation Proceeds not so invested shall equal or in assets (other than Cash and Cash Equivalents) used or useful exceed $5,000,000 in the business of the Borrower and its Subsidiaries; provided thataggregate, if at the time that any such prepayment would be required the Borrower is also required an amount equal to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of all such Net Insurance/Condemnation Proceeds shall be deposited by Company, unless waived by Administrative Agent in its sole discretion, in a deposit account maintained at Administrative Agent (such Senior Secured Debt required to it being understood that, (x) so long as no Default or Event of Default shall have occurred and be repaid continuing, Administrative Agent shall release or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis consent to the prepayment release of the Loans and such funds to the repayment or repurchase Company upon delivery to Administrative Agent of Other Applicable Insurance Indebtednessa certificate of an officer of Company certifying that such funds shall, and the amount upon release of prepayment of the Loans that would have otherwise been required pursuant to such funds, be applied in accordance this Section 2.10(b2.13(b) shall be reduced accordingly and (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that y) to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be amounts are not applied to prepay the Loans in accordance with with, and at the terms hereoftimes required by, this Section 2.13(b), all such funds then held by Administrative Agent shall be immediately applied by Administrative Agent, or immediately paid over to Administrative Agent to be applied, as set forth in Section 2.14(b)).

Insurance/Condemnation Proceeds. Not later than the tenth Business Day following the date of receipt by Holdings Grantor hereby assigns to Beneficiary all insurance proceeds or any of its SubsidiariesCondemnation (defined in Section 9 below) awards which Grantor may be entitled to receive for loss or damage to, or a taking of, the Collateral AgentSecurity. In the event of loss or damage to, for or a taking of, the benefit Security, the proceeds of said insurance or Condemnation award shall be payable to Beneficiary alone and Grantor hereby authorizes and directs any affected insurance company or government agency to make payment of the Secured Partiesinsurance proceeds or Condemnation awards directly to Beneficiary. In the event that any such insurance proceeds or Condemnation awards are paid directly to Grantor, Grantor shall make such proceeds or awards available to Beneficiary within five (5) Business Days of Grantor’s receipt thereof. No such loss or damage shall itself reduce the Indebtedness unless Beneficiary elects to apply the proceeds and such proceeds are actually applied to the Indebtedness as provided in Section 10 below. Prior to an Event of Default, Grantor and Beneficiary shall jointly and reasonably agree on the prompt adjustment and compromise of such loss, to collect and receive such proceeds or awards and to endorse any check in payment thereof. During an Event of Default, or in the event of a loss payeeor damage to, of any Net Insurance/Condemnation Proceedsor a taking of, the Borrower shall prepay security in excess of $1,500,000, Beneficiary is authorized to adjust and compromise such loss without the Loans consent of Grantor, to collect and receive such proceeds or awards in the name of Beneficiary and Grantor and to endorse Grantor’s name upon any check in payment thereof. Furthermore, if an aggregate amount equal insurance claim is no greater than $250,000 (a “Minor Claim”), Beneficiary agrees that insurance proceeds may be made available directly to such Net Insurance/Condemnation Proceeds; the Grantor provided that (i) so long as no Event of Default is then in existence and so long as Grantor promptly commences and diligently pursues to completion any required restoration Work utilizing such insurance proceeds. Subject to the provisions of Sections 9, 10 and 11 hereof, such proceeds or awards shall be applied first toward reimbursement of all costs and expenses of Beneficiary in collecting said proceeds or awards, then toward payment of the Indebtedness or any portion thereof, whether or not then due and payable, in whatever order Beneficiary may elect, or Beneficiary may, at its option, make said insurance proceeds or Condemnation awards available to Grantor in whole or in part toward restoration of the Security for which such insurance proceeds or Condemnation awards shall have occurred and be continuing and (ii) been paid. In the event of foreclosure of this Deed of Trust or other transfer of title to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000Security and extinguishment, the Borrower shall have the optionin whole or in part, directly or through one or more of the Operating Credit Parties Indebtedness, all right, title, and interest of Grantor in and to any insurance policy, or premiums or payments in satisfaction of claims or any of their respective Subsidiariesother rights thereunder then in force, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant shall pass to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid purchaser or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and grantee notwithstanding the amount of prepayment any bid at such foreclosure sale. Nothing contained herein shall prevent the accrual of interest as provided in the Note on any portion of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on principal balance due under the basis of Note until such time as the aggregate outstanding principal amount of the Loans insurance proceeds or Condemnation awards are actually received and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay reduce the Loans in accordance with the terms hereofprincipal balance outstanding.

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower Company shall prepay the Loans and/or reduce Commitments as set forth in Section 2.17(b)in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) Proceeds;provided, so long as no Default or Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000continuing, the Borrower Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (in the repair, restoration or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt replacement of the applicable assets thereof) , or in long term productive assets of the general type used in the business of Holdings and its SubsidiariesSubsidiaries with the consent of Administrative Agent, which investment may include the repair, restoration or replacement such consent not to be unreasonably withheld and upon expiration of the applicable assets thereofthree hundred sixty day period, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in prepayment of Loans and/or the business permanent reduction of Commitments shall be required with any non-reinvested proceeds; provided further, pending any such investment prior to the expiration of the Borrower and its Subsidiaries; provided thatthree hundred sixty day period, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of all such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required Proceeds, as the case may be, shall be applied to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis prepay Revolving Loans to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly extent outstanding (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans without a reduction in accordance with the terms hereofRevolving Commitments); provided, further, that if a Default subject to a cure period under Section 8.1(e) has occurred, but such cure period has not yet expired, then (i) until the extent earlier of (x) the holders cure of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased the Default or prepaid, (y) the declined amount shall promptly (and in any event within ten Business Days after the date expiration of such rejection) cure period, all such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay Revolving Loans (without a reduction in Revolving Commitments) and, to the Loans extent of any excess, held for the benefit of the Lenders under arrangements -65- reasonably satisfactory to Administrative Agent, and (ii) upon the expiration of such cure period, unless the Default has been cured, all such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay Indebtedness in accordance with the terms hereofrequirements of Section 2.17(b).

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower Company shall prepay the Loans and/or reduce Commitments as set forth in Section 2.16(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) PROVIDED, so long as no Default or Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000continuing, the Borrower Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three two hundred sixty (360) seventy days of receipt thereof (in the repair, restoration or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt replacement of the applicable assets thereof) , or in long term productive assets of the general type used in the business of Holdings and its SubsidiariesSubsidiaries with the consent of Administrative Agent, which investment may include the repairsuch consent not to be unreasonably withheld; PROVIDED FURTHER, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that pending any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of investment all such Net Insurance/Condemnation Proceeds Proceeds, as the case may be, shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments); PROVIDED, FURTHER, if a Default subject to a cure period under Section 8.1(e) has occurred, but such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”)cure period has not yet expired, then (i) until the Borrower may apply earlier of (x) the cure of the Default or (y) the expiration of such cure period, all such Net Insurance/Condemnation Proceeds on Proceeds, as the case may be, shall be applied to prepay Revolving Loans (without a pro rata basis reduction in Revolving Commitments) and, to the prepayment extent of any excess, held for the benefit of the Loans and Lenders under arrangements reasonably satisfactory to the repayment or repurchase of Other Applicable Insurance IndebtednessAdministrative Agent, and (ii) upon the amount expiration of prepayment of such cure period, unless the Loans that would have otherwise Default has been required pursuant to this Section 2.10(b) cured, all such Net Insurance/Condemnation Proceeds, as the case may be, shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance applied to prepay Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereofrequirements of Section 2.16(b); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not later than the tenth fifth Business Day following the date of receipt by Holdings the Borrower or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds, together with accrued interest thereon and any premium payable pursuant to Section 2.11; provided that (i) to the extent any such Net Insurance/Condemnation Proceeds constitute proceeds of ABL Priority Collateral, then the mandatory prepayment pursuant to this Section 2.10(b) with respect to such Net Insurance/Condemnation Proceeds constituting proceeds of ABL Priority Collateral shall be in an amount equal to 100% of such Net Insurance/Condemnation Proceeds minus the amount of such Net Insurance/Condemnation Proceeds that are then required to be used to prepay Indebtedness under the ABL Credit Agreement, and (ii) (A) so long as no Default or Event of Default shall have occurred and be continuing continuing, and (iiB) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination determination, together with the aggregate amount of Net Asset Sale Proceeds reinvested in accordance with Section 2.10(a) and Net Extraordinary Receipts reinvested in accordance with Section 2.10(f), do not exceed $25,000,00015,000,000 in the aggregate, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective its Subsidiaries, to invest (or commit to invest) all or a portion of such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term long‑term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided thatSubsidiaries within twelve (12) months of receipt thereof (or, if at the time that any committed to be reinvested within such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds twelve (12) month period, within six (6) months of such twelve (12) month period). For the avoidance of doubt, any Net Insurance/Condemnation Proceeds not so invested during such twelve (12) month period (or, in the case of commitments, within six (6) months of such Senior Secured Debt twelve (12) month period) shall be required to be repaid or repurchased or used to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on make a pro rata basis to the mandatory prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at Business Day after such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofperiod ends.

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings any Credit Party or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as lender loss payee, of any Net Insurance/Condemnation ProceedsProceeds (it being understood that such Net Insurance/Condemnation Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), the Borrower Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that provided, (i) so long as no Default or Event of Default shall have occurred and be continuing continuing, and (ii) to the extent that ​ ​ aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000250,0001,500,000 in any twelve consecutive month period (such amounts, the Borrower “Insurance/Condemnation Reinvestments Amounts”), Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds Reinvestment Amounts within three one hundred sixty (360) eighty days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereofthe “Insurance/Condemnation Reinvestment Period”) in long term productive assets of the general type used in the business of Holdings Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable relevant assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business respect of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of which such Net Insurance/Condemnation Proceeds (were received; provided further, pending any such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply investment all such Net Insurance/Condemnation Proceeds on a pro rata basis Reinvestment Amounts, as the case may be, shall be applied to prepay Revolving Loans to the prepayment extent outstanding (without a reduction in Revolving Commitments) and, to the extent such Insurance/Condemnation Reinvestment Amounts exceed the amount required to prepay all such Revolving Loans, the balance thereof shall, if requested by Administrative Agent, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent. In the event that such Insurance/Condemnation Reinvestment Amounts are not reinvested by Company prior to the earlier of (i) the expiration of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtednessapplicable Insurance/Condemnation Reinvestment Period, and (ii) the amount occurrence of prepayment an Event of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness Default, then, at such time, with it being agreed that the portion an Event of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds Default shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline deemed to have occurred and be continuing under this Section 2.13(b) until a prepayment is made (or any such indebtedness repurchased or prepaid, the declined escrow is applied by Administrative Agent as a prepayment) in an amount shall promptly (and in any event within ten Business Days after the date of equal to such rejection) be applied to prepay the Loans in accordance with the terms hereofInsurance/Condemnation Reinvestment Amounts that have not been so reinvested.

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings any Note Party or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds (it being understood that such Net Insurance/Condemnation Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), the Borrower Company shall prepay the Loans Notes in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that provided, (i) so long as no Default or Event of Default shall have occurred and be continuing continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000500,000 (such amounts, the Borrower “Insurance/Condemnation Reinvestments Amounts”), Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds Reinvestment Amounts within three one hundred sixty (360) eighty days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereofthe “Insurance/Condemnation Reinvestment Period”) in long term productive assets of the general type used in the business of Holdings Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable relevant assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business respect of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of which such Net Insurance/Condemnation Proceeds (were received; provided further, pending any such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchasedinvestment, “Other Applicable Insurance Indebtedness”), then the Borrower may apply all such Net Insurance/Condemnation Proceeds on a pro rata basis Reinvestment Amounts shall, if requested by Requisite Purchasers, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Requisite Purchasers. In the event that such Insurance/Condemnation Reinvestment Amounts are not reinvested by Company prior to the prepayment earlier of (i) the expiration of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtednessapplicable Insurance/Condemnation Reinvestment Period, and (ii) the amount occurrence of prepayment an Event of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness Default, then, at such time, with it being agreed that the portion an Event of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds Default shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline deemed to have occurred and be continuing under this Section 2.13(b) until a prepayment is made (or any such indebtedness repurchased or prepaid, the declined escrow is applied as a prepayment) in an amount shall promptly (and in any event within ten Business Days after the date of equal to such rejection) be applied to prepay the Loans in accordance with the terms hereofInsurance/Condemnation Reinvestment Amounts that have not been so reinvested.

Insurance/Condemnation Proceeds. Not The Borrower shall prepay the Loan in an amount equal to the amount by which the aggregate amount of all Net Insurance Proceeds and Net Condemnation Proceeds received by an Obligor or any of its Restricted Subsidiaries in any Fiscal Year exceeds $2,500,000, not counting amounts prepaid under the immediately following proviso; provided, that (i) with respect to proceeds from an Event of Loss of a Spare Engine (as such terms are defined in the Security Agreement) if the Borrower does not pledge appropriate substitute Collateral in accordance with the terms of Section 4.01 of the Security Agreement, the Borrower shall apply all such proceeds to prepay the Loan; (ii) the Borrower shall not be obligated to prepay the Loan from Net Insurance Proceeds or Net Condemnation Proceeds if and to the extent that the Borrower certifies to the Board that it, Parent or any of their Restricted Subsidiaries intends to repair, restore or replace the assets from which such Net Insurance Proceeds or Net Condemnation Proceeds derived, and does so (or enters into a definitive agreement committing to do so) within six months after receipt of such Net Insurance Proceeds or Net Condemnation Proceeds (or in the case of proceeds derived from Collateral, the Borrower Parent or any of their Restricted Subsidiaries uses such proceeds to repair, restore or replace the assets from which such proceeds derived in accordance with the applicable provisions of the Security Agreement or other Security Document); and (iii) during the existence of a Value Differential, the Net Insurance Proceeds and Net Condemnation Proceeds received by an Obligor or any of its Restricted Subsidiaries shall be applied to prepay the Loan (but only to the extent necessary to cure such Value Differential) without regard to the $2,500,000 retention amount referenced above unless such proceeds are applied as provided in clauses (i) or (ii) above. Any prepayment pursuant to this Section 2.6(c) shall be made no later than the tenth three Business Day Days following the date of receipt of the Net Insurance Proceeds or Net Condemnation Proceeds by Holdings an Obligor or any of its Restricted Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, as loss payee, of any Net Insurance/Condemnation Proceedsif later, the Borrower shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) so long as no Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof six-month period referenced above (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest such later date as it is determined that the proceeds will not be applied in accordance with an agreement entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used such six-month period), or in the business case of Holdings proceeds derived from Collateral and its Subsidiaries, for which investment may include the repair, restoration or replacement timing of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful prepayment is otherwise provided for in the business of the Borrower and its Subsidiaries; provided thatSecurity Agreement or other Security Document, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans time as determined in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofapplicable provisions thereof.

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower Companies shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that provided, (i) so long as no Default or Event of Default shall have occurred and be continuing continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000250,000, the Borrower Companies shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three one hundred sixty (360) eighty days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided thatfurther, if at the time that pending any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such reinvestment all Net Insurance/Condemnation Proceeds shall, at the option of the Companies, be applied to prepay Revolving Loans to the extent then outstanding (such Senior Secured Debt required without a reduction in Revolving Commitments) and, to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such extent Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to prepay all such Revolving Loans, the balance thereof shall be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent. In the event that the Asset Sale Reinvestment Amounts are not reinvested by the Companies prior to the earlier of (i) the last day of such net proceeds required to be allocated one hundred (180) day period and (ii) date of the occurrence of an Event of Default, Administrative Agent may apply such Asset Sale Reinvestment Amounts to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans Obligations as set forth in accordance with the terms hereofSection 2.14(b); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided provided, that (i) if the Borrowing Base Overadvance Amount is $0, (ii) Availability (without giving effect to the Borrowing Base Overadvance Amount) for the immediately prior 30 consecutive days is greater than $5,000,000, (iii) so long as no Default or Event of Default shall have occurred and be continuing continuing, and (iiiv) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000500,000 per Fiscal Year, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three one hundred sixty eighty (360180) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided thatfurther, if at the time that pending any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of investment all such Net Insurance/Condemnation Proceeds Proceeds, as the case may be, shall be applied to prepay Revolving Loans to the extent outstanding (such Senior Secured Debt required without a reduction in Revolving Commitments); provided further, that Holdings shall have the option to be repaid or repurchased or invest up to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such $500,000 in Net Insurance/Condemnation Proceeds on a pro rata basis received by Holdings in connection with the Southaven Casualty Event relating to the prepayment fixed assets (including, without limitation, any racking systems) to restore operations in Southaven, Mississippi.” 9. Section 2.13(d). Section 2.13(d) of the Loans Credit Agreement is hereby amended and restated in its entirety to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.read as follows:

Insurance/Condemnation Proceeds. Not No later than the tenth third Business Day following the date of receipt by Holdings Borrower or any of its Restricted Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds in excess of $5,000,000 in the aggregate in any Fiscal Year, the Borrower shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) provided, so long as no Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000continuing, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective its Restricted Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of twelve months after receipt thereof (or if Borrower or such Restricted Subsidiary has committed to so invest such Net Insurance/Condemnation Proceeds in writing within eighteen (18) such 12-month period, to invest such Net Insurance/Condemnation Proceeds within 18 months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following of the receipt thereof) in long term productive real estate, equipment and other fixed or capital assets of the general type used or useful in the business of Holdings Borrower and its SubsidiariesSubsidiaries (or make an Investment in any Permitted Business of Borrower, any Guarantor or any Immaterial Subsidiary; provided, however, for purposes of clarity, if any such Investment in an Immaterial Subsidiary shall cause such Immaterial Subsidiary to cease to be an Immaterial Subsidiary such Subsidiary shall be and become a Guarantor and pledge its assets, in each case in accordance with Section 5.10), which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in which case the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds amount of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt invested shall not be required to be repaid or repurchased or applied to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of repay the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required (with a reduction in Revolving Commitments) pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof2.14(b); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not later than Within five (5) Business Days after the tenth Business Day following the date of receipt by Holdings the Borrower or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, as loss payee, Subsidiaries of any Net Insurance/Condemnation Proceedsnet Cash Proceeds of insurance or condemnations awards, the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of such Net Insurance/Condemnation Cash Proceeds; provided that however, (i) that no such prepayment shall be required unless and until the total aggregate amount of such Net Cash Proceeds received by the Borrower and its Subsidiaries in any fiscal year (and not paid to the Administrative Agent as a prepayment of the Loans) exceeds One Hundred Thousand Dollars ($100,000) (and to the extent prepayment is required, the required amount of such prepayment shall only be the Net Cash Proceeds in excess of the amount thereof) and (ii) if the Borrower notifies the Administrative Agent and Lenders of its intent to reinvest such Net Cash Proceeds on or prior to the fifth day after such receipt of Net Cash Proceeds then so long as (x) no Default or Event of Default shall have occurred and or be continuing at the time of such notice, at the time of reinvestment or at any time in between (and if any Default or reinvestment is pending, the Net Cash Proceeds will be promptly applied to repay the Obligations) and (iiy) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date proceeds of determination do not exceed $25,000,000such insurance or condemnation award are held in a Controlled Account, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective its Subsidiaries, to invest use such Net Insurance/Condemnation Cash Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term similar productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereofbusiness, in capital expenditures or in assets each case, (other than Cash and Cash Equivalentsx) that are used or useful in the business of the Borrower and its Subsidiaries; provided thatSubsidiaries and (y) that comprise Collateral to the extent such property or asset sold or otherwise disposed of was Collateral, within one hundred and eighty (180) days of receipt of such Net Cash Proceeds (subject to, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any the applicable Subsidiary enters into a binding commitment to reinvest such proceeds not later than the end of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt one hundred and eighty (180) day period with the good faith expectation that such proceeds will be applied to satisfy such reinvestment commitment within one hundred eighty (180) days, an extension for a period of up to an additional one hundred eighty (180) days from the end of such Net Insurance/Condemnation Proceeds one hundred and eighty (such Senior Secured Debt required to 180) day period) (the “Reinvestment Period”) Any amounts not previously repaid or reinvested during the Reinvestment Period, must immediately be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b2.01(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis last day of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofapplicable Reinvestment Period.

Insurance/Condemnation Proceeds. Not No later than the tenth fifth Business Day following the date of receipt by Holdings Borrower or any of its SubsidiariesSubsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies), or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds in excess of $3,000,000 received in any fiscal year through the applicable date of determination, Borrower shall prepay, subject to the provisions of Section 2.04(c) below, the Borrower shall prepay the Loans Term Loan in an aggregate amount equal to such Net Insurance/Condemnation ProceedsProceeds in excess of $3,000,000; provided that (i) so long as (x) no Event of Default shall have occurred and be continuing and (iiy) to the extent that aggregate amount of such Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do does not exceed $25,000,000thirty percent (30%) of the Borrower's consolidated total assets, the Borrower shall have the option, directly need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within three one hundred sixty eighty (360180) days of receipt thereof and (or B) thereafter invests such Net Insurance/Condemnation Proceeds within eighteen two hundred seventy (18270) months following days of receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings Borrower and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided thatfurther, if at the time that pending any such prepayment would investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be required the Borrower is also required (x) applied to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant prepay First Lien Revolving Loans to the terms extent outstanding (without a reduction in First Lien Revolving Commitments but subject to a portion of the documentation governing such Senior Secured Debt with the proceeds of First Lien Revolving Commitments in an amount equal to such Net Insurance/Condemnation Proceeds being reserved and only available for (A) investment thereof in the replacement assets anticipated in this Section 2.04(b)(iii) or (B) after the 180th or 271st day, as the case may be, of receipt thereof, prepayment of Loans as required hereunder (in which case the requirements of Section 4.02(b) shall not apply with respect to such Senior Secured Debt required to be repaid amount)) on the last day of the current Interest Period(s) thereof, or repurchased (y) invested in Cash or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Cash Equivalents and deposited in a segregated account of Borrower may apply and held therein until such time as such Net Insurance/Condemnation Asset Sale Proceeds on a pro rata basis to the are applied in payment of such investment. Any prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) an Offshore Rate Loan shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such timeaccompanied by all accrued interest thereon, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance together with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and amounts set forth in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofSection 3.05."

Insurance/Condemnation Proceeds. Not later than the tenth five (5) Business Day Days following the date of receipt by Holdings Holdings, any Borrower or any of its Subsidiaries, Restricted Subsidiary (or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee or lender’s loss payee, ) of any Net Insurance/Condemnation Proceeds, the Borrower Representative shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of such Net Insurance/Condemnation ProceedsProceeds in excess of $1,000,000 in the aggregate during any twelve-month period, in each case, in accordance with Sections 2.13(g) and 2.14(b); provided that (i) that, so long as no Event of Default shall have occurred and be continuing and or would immediately arise therefrom, such proceeds with respect to any such event giving rise to Net Insurance/Condemnation Proceeds shall not be required to be so applied in accordance with this clause (iib) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower Representative shall have notified Administrative Agent on or prior to the option, directly or through one or more end of the Operating Credit Parties five-Business-Day period noted above stating that such proceeds are expected (x) to be used to repair, replace or restore any property in respect of their respective Subsidiaries, to invest which such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (were paid or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty in other fixed or capital assets or assets (360other than working capital, except for short term capital assets) days following receipt thereof) in long term productive assets of the general type used that are otherwise useful in the business of Holdings and its Restricted Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof(y) to be contractually committed to be so reinvested, in capital expenditures or in assets each case, no later than twelve (other than Cash and Cash Equivalents12) used or useful in months following the business date of receipt of such proceeds; provided that such Net Insurance/Condemnation Proceeds that have been contractually committed to be reinvested during such twelve (12) month period shall be reinvested within 180 days after the Borrower and its Subsidiariesexpiration of such twelve (12) month period; provided that, if at the time that any such prepayment would be required, the Borrowers are required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower Representative may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed ); provided further that the portion of such net proceeds Net Insurance/Condemnation Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds Net Insurance/Condemnation Proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds Net Insurance/Condemnation Proceeds shall be allocated to the Term Loans in accordance with the terms hereof); provided, further, that ) to the extent prepayment of the holders Term Loans and to the repurchase or prepayment of Other Applicable Insurance Indebtedness decline Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to have this Section 2.13(b) shall be reduced accordingly. In the event that any portion of such indebtedness repurchased or prepaid, the declined amount shall promptly Net Insurance/Condemnation Proceeds are neither reinvested nor contractually committed to be so reinvested within such twelve (12) month period (and in any event actually reinvested within 180 days after the expiration of such twelve (12) month period), such unused portion shall be applied within ten (10) Business Days after the date last day of such rejectionperiod as a mandatory prepayment as provided in this Section 2.13(b) be applied (without giving effect to prepay the Loans first proviso in accordance with the terms hereofthis clause (b) above).

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings Company or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Applicable Borrower shall prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that provided, (i) so long as no Default or Event of Default shall have occurred and be continuing continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000250,000, the Applicable Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three one hundred sixty eighty (360180) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, so long as (x) such assets shall be subject to the First Priority Lien in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business favor of the Collateral Agent and (y) the Applicable Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant delivers to the terms of Collateral Agent, concurrently with or prior to the documentation governing such Senior Secured Debt with the proceeds receipt of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchasedProceeds, “Other a certificate of an Authorized Officer of the Applicable Insurance Indebtedness”), then the Borrower may apply stating that such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to will be used in compliance with this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof2.13(b); provided, provided further, that to pending any such investment all such Net Insurance/Condemnation Proceeds, as the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaidcase may be, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay Revolving Loans to the Loans extent outstanding (without a reduction in accordance with the terms hereofRevolving Commitments).

Insurance/Condemnation Proceeds. Not No later than the tenth fifth (5th) Business Day following the date of receipt by Holdings any Credit Party or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as lender loss payee, of any Net Insurance/Condemnation ProceedsProceeds (it being understood that such Net Insurance/Condemnation Proceeds received by a Credit Party shall be deposited by such Credit Party into a Controlled Account on the same Business Day as receipt thereof), the Borrower Company shall prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation ProceedsProceeds plus any amounts due pursuant to Sections 2.10(b); provided provided, that (i) so long as no Default or Event of Default shall have occurred and be continuing and continuing, (ii) to such amounts, the extent that aggregate Net “Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000Reinvestments Amounts”), the Borrower Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds Reinvestment Amounts within three two hundred sixty seventy (360270) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereofthe “Insurance/Condemnation Reinvestment Period”) in long term productive assets of the general type used in the business of Holdings the Company and its SubsidiariesSubsidiaries (as of the Closing Date), which investment may include the repair, restoration or replacement of the applicable relevant assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business respect of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of which such Net Insurance/Condemnation Proceeds (were received. In the event that such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis Reinvestment Amounts are not reinvested by Company prior to the prepayment earlier of (i) the expiration of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtednessapplicable Insurance/Condemnation Reinvestment Period, and (ii) the amount occurrence of prepayment an Event of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness Default, then, at such time, with it being agreed that the portion an Event of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds Default shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline deemed to have occurred and be continuing under this Section 2.13(b) until a prepayment is made (or any such indebtedness repurchased or prepaid, the declined escrow is applied by Administrative Agent as a prepayment) in an amount shall promptly (and in any event within ten Business Days after the date of equal to such rejection) be applied to prepay the Loans in accordance with the terms hereofInsurance/Condemnation Reinvestment Amounts that have not been so reinvested.

Insurance/Condemnation Proceeds. Not No later than the tenth second (2nd) Business Day following the date of receipt by Holdings any Credit Party or any of its Subsidiaries, Subsidiaries (and immediately upon the direct receipt by any DOE Secured Party or the Collateral Agent, for Agent (as the benefit of the Secured Parties, case may be) as lender loss payee, payee of any Net Insurance/Condemnation ProceedsCash Proceeds of the type described in this clause (b) of the definition thereof), to the extent (and promptly following determination that) prepayment is required in accordance with Section 5.22, Borrower shall prepay the Term Loans as set forth in Section 2.11(a) and the DOE Loan, Ratably, in an aggregate amount equal to one hundred percent (100%) of such Net Cash Proceeds of the type described in clause (b) of the definition thereof; provided, that, with respect to Net Cash Proceeds of the type described in this clause (b), (1) the proceeds from any business interruption, delay in start-up or liability insurance shall be excluded for prepayment pursuant to this clause and (2) upon written notice by Borrower to Administrative Agent not more than two (2) Business Days following receipt of such Net Cash Proceeds, such Net Cash Proceeds shall be excluded from the prepayment requirements of this clause (b) if (i) Borrower shall deliver to Administrative Agent a certificate to the effect that Borrower intends to apply the Net Cash Proceeds (or a portion thereof specified in such notice) to reinvest such Net Cash Proceeds to restore or replace any assets affected by the related casualty event, within three hundred sixty five (365) days after receipt of such Net Cash Proceeds (any such event, an “Insurance/Condemnation Proceeds; provided Reinvestment”), and certifying therein that (i) so long as no Default or Event of Default shall have occurred exists prior to giving such notice and be continuing prior to or after giving effect to such Insurance/Condemnation Reinvestment, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty five (360365) days from the date of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Cash Proceeds, such Net Cash Proceeds shall be applied to such Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchasedReinvestment; provided, “Other Applicable Insurance Indebtedness”)however, then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds Net Cash Proceeds (x) that Borrower or the applicable Credit Party or Subsidiary of any Credit Party shall have determined not to, or shall have otherwise ceased to, or is not able to, by operation of contract or law or otherwise (including not being able to make the certifications required to be allocated to the Other Applicable Insurance Indebtedness pursuant to clauses (b)(i) and (ii) above), apply toward an Insurance/Condemnation Reinvestment or (y) that have not been so applied toward an Insurance/Condemnation Reinvestment by the terms thereof, and the remaining amount, if any, end of such net proceeds three hundred sixty five (365)-day period, in each case shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay a mandatory prepayment of the Term Loans in accordance with the terms hereofpursuant to this clause Section 2.10 (b).

Insurance/Condemnation Proceeds. Not later than All Insurance/ Condemnation Proceeds in excess of $250,000 in the tenth Business Day following aggregate received by Borrower and all Covered Persons in any Fiscal year, shall be deposited in an interest bearing account (the date "Proceeds Account") with Administrative Agent in the name of Borrower promptly upon receipt thereof by Holdings Borrower or any of its SubsidiariesAdministrative Agent. Within 135 days after such receipt Borrower shall expend, or the Collateral Agentcommit to expend, for the benefit some or all of the Secured Partiesfunds in the Proceeds Account for rebuilding, as loss payee, of any Net repairing or replacing the property for which such Insurance/Condemnation ProceedsProceeds were paid; provided, however, the Borrower shall prepay and the Loans in an aggregate amount equal Administrative Agent may agree (such agreement not to such Net Insurance/Condemnation Proceeds; provided that (i) so long as no be unreasonably withheld by Administrative Agent, unless a Default or Event of Default shall have occurred and is continuing, in which case such consent may be continuing withheld in the sole discretion of the Administrative Agent) that the Borrower is not required to rebuild, repair or replace and (ii) to the extent that aggregate Net such Insurance/Condemnation Proceeds from shall be applied to reduce the Closing Date through the applicable date of determination do not exceed $25,000,000Loan Obligations as set forth in this Agreement; and provided further, the Borrower shall have the optionhowever, directly or through one or more of the Operating Credit Parties or if any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days represent all or substantially all of receipt thereof (a site or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiarieslocation, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of then the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would shall not be required the to (but may in its reasonable business judgment) rebuild, repair or replace such site or location and if Borrower is also required decides in its reasonable business judgment not to repay rebuild, repair or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing replace such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required shall be applied to be repaid reduce the Loan Obligations as set forth in this Agreement. All funds in the Proceeds Account that have not been so expended or repurchased or to be offered committed to be so repaid expended by the 135th day after receipt shall be distributed by Administrative Agent to Lenders to be applied in accordance with this Section 6.4.3. The foregoing notwithstanding, Administrative Agent shall have the right to debit the Proceeds Account in the amount of, and apply the debit amount to pay, any of the Loan Obligations that are not paid when due as provided herein or repurchasedat any time during an Existing Default. Borrower hereby assigns and grants to Administrative Agent for the benefit of Lenders a first priority Security Interest in any such Proceeds Account as security for payment and performance of the Loan Obligations. Notwithstanding the foregoing provisions of this Section, “Other Applicable Insurance Indebtedness”)but subject to the $250,000 threshold in the first sentence of this Section, then the Borrower may apply such Net any Insurance/Condemnation Proceeds on representing or applicable to a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) leasehold location shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans Loan Obligations as set forth herein. Administrative Agent is hereby authorized to participate in accordance with any proceeding for the terms hereofcondemnation or other taking of any of Borrower's property and Borrower from time to time will deliver to Administrative Agent all instruments reasonably requested by Administrative Agent to permit such participation."

Insurance/Condemnation Proceeds. Not No later than the tenth ten Business Day Days following the date of receipt by Holdings Borrower or any of its Restricted Subsidiaries, or the Administrative Agent or Collateral Agent, for the benefit of the Secured Parties, Trustee as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Term Loans as specified in Section 2.05(k) below in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) so long as no Event of Default shall have occurred and be continuing and (ii) provided, if prior to the extent that aggregate date of any such required prepayment, the Borrower notifies the Administrative Agent in writing of the Borrower’s and/or its Restricted Subsidiary’s intention to reinvest the Net Insurance/Condemnation Proceeds from in assets that are, in the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more reasonable business judgment of the Operating Credit Parties or any of their respective SubsidiariesBorrower, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) (or used to replace damaged or destroyed assets) and its Subsidiaries; provided thatcertifies in such notice that no Event of Default then exists, if at then the time that any such prepayment would Borrower shall not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so reinvested within 365 days following receipt thereof by the Borrower is also required to repay and/or such Restricted Subsidiary, or repurchase or to offer to repurchase or repay Senior Secured Debt of (y) if the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant and/or such Restricted Subsidiary, as applicable, has committed in writing to the terms of the documentation governing such Senior Secured Debt with the proceeds of so reinvest such Net Insurance/Condemnation Proceeds (during such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased365-day period, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis are so reinvested within 180 days after the expiration of such 365-day period; provided that, to the prepayment extent such Net Insurance/Condemnation Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans and as specified in Section 2.05(k) below after the expiration of such period in an amount equal to such Net Insurance/Condemnation Proceeds less any amount so reinvested; provided, further that, if such casualty or taking includes any Collateral, the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that assets in which the portion of Net Insurance/Condemnation Proceeds derived from such net proceeds allocated to the Other Applicable Indebtedness Collateral are so reinvested as set forth above shall not exceed the amount be reinvested in assets of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, one or more Loan Parties and the remaining amount, applicable Loan Party shall comply with Section 6.16 with respect to such assets as if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after assets were acquired on the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofreinvestment.

Insurance/Condemnation Proceeds. Not No later than the tenth third Business Day following the date of actual receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as lender’s loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans and/or the applicable Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) so long as no Default or Event of Default shall have occurred and be continuing continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000500,000, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) 180 days of actual receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided thatfurther, if at the time that pending any such prepayment would investment all such Net Insurance/Condemnation Proceeds, shall be required the Borrower is also required applied to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant prepay Revolving Loans to the terms of extent outstanding (without a reduction in Revolving Commitments), and, to the documentation governing such Senior Secured Debt with the proceeds of extent such Net Insurance/Condemnation Proceeds (such Senior Secured Debt exceed the amount required to prepay all such Revolving Loans, the balance thereof shall be repaid or repurchased or held at all times prior to be offered such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent. In the event that such Net Insurance/Condemnation Proceeds are not reinvested by Borrower prior to the earlier of (x) the last day of such 180 day period (or, if committed to be so repaid reinvested, within 365 days after actual receipt thereof) and (y) the date of the occurrence of a Default or repurchasedan Event of Default, “Other Applicable Insurance Indebtedness”), then the Borrower may Administrative Agent shall apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Obligations as set forth in Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof2.15(b); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not later than Within five (5) Business Days after the tenth Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, as loss payee, Subsidiaries of any Net Insurance/Condemnation ProceedsCash Proceeds of insurance or condemnations awards, the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of such Net Insurance/Condemnation Cash Proceeds; provided that however, (i) that no such prepayment shall be required unless and until the total aggregate amount of such Net Cash Proceeds received by Holdings and its Subsidiaries in any fiscal year (and not paid to the Administrative Agent as a prepayment of the Loans) exceeds One Hundred Thousand Dollars ($100,000) (and to the extent prepayment is required, the required amount of such prepayment shall only be the Net Cash Proceeds in excess of the amount thereof) and (ii) if the Borrower notifies the Administrative Agent and Lenders of Holdings or any Subsidiary of Holdings’ intent to reinvest such Net Cash Proceeds on or prior to the fifth day after such receipt of Net Cash Proceeds then so long as (x) no Default or Event of Default shall have occurred and or be continuing at the time of such notice, at the time of reinvestment or at any time in between (and if any Default or reinvestment is pending, the Net Cash Proceeds will be promptly applied to repay the Obligations) and (iiy) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date proceeds of determination do not exceed $25,000,000such insurance or condemnation award are held in a Controlled Account, the Borrower shall have the option, directly or through one or more of the Operating Credit Loan Parties or any of their respective its Subsidiaries, to invest use such Net Insurance/Condemnation Cash Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term similar productive assets of the general type business, in each case, (x) that are used or useful in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets Subsidiaries and (other than Cash and Cash Equivalentsy) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant comprise Collateral to the terms extent such property or asset sold or otherwise disposed of the documentation governing such Senior Secured Debt with the proceeds was Collateral, within one hundred and eighty (180) days of receipt of such Net Insurance/Condemnation Cash Proceeds (subject to, if Holdings or the applicable Subsidiary enters into a binding commitment to reinvest such Senior Secured Debt required proceeds not later than the end of such one hundred and eighty (180) day period with the good faith expectation that such proceeds will be applied to satisfy such reinvestment commitment within one hundred eighty (180) days, an extension for a period of up to an additional one hundred eighty (180) days from the end of such one hundred and eighty (180) day period) (the “Reinvestment Period”) Any amounts not previously repaid or reinvested during the Reinvestment Period, must immediately be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b2.01(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis last day of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofapplicable Reinvestment Period.

Insurance/Condemnation Proceeds. Not later than the tenth In addition to any other mandatory repayments or commitment reductions pursuant to this Section 2.05(b), within 10 Business Day following the date of receipt by Holdings Days (or any of its Subsidiariessuch greater time, or the Collateral Agent, for the benefit of the Secured Partiesnot to exceed 60 days, as loss payee, of is acceptable to the Administrative Agent) following each date on which any Company receives any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such Net Insurance/Condemnation ProceedsProceeds shall be applied as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Section 2.05(b)(vii); provided that Net Insurance/Condemnation Proceeds received by the Companies shall not give rise to a mandatory repayment within such 10 Business Day period (ior such greater time, not to exceed 60 days, as is acceptable to the Administrative Agent) so long as (i) no Material Default or Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have delivers an officer's certificate to the optionAdministrative Agent within such 10 Business Day period (or such greater time, directly or through one or more of not to exceed 60 days, as is acceptable to the Operating Credit Parties or any of their respective Subsidiaries, to invest Administrative Agent) stating that such Net Insurance/Condemnation Proceeds have been or are intended to be used within three hundred sixty (360) 365 days of such date of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid replace, repair or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply restore any Property in respect of which such Net Insurance/Condemnation Proceeds on a pro rata basis were paid or to purchase Eligible Assets; provided that the Borrower or applicable Subsidiary shall have three (3) years following the date of receipt of such Net Insurance/Condemnation Proceeds to complete such replacement, repair or restoration if (w) the intended replacement, repair or restoration cannot be completed within such 365 day period, (x) the Borrower or such Subsidiary, during such 365 day period, has entered into binding commitments with third parties to complete such replacement, repair or restoration, (y) the Borrower or such Subsidiary diligently pursues the completion of such replacement, repair or restoration and (z) the Borrower, during such 365 day period, delivers an officer's certificate to the prepayment Administrative Agent certifying as to compliance with clause (w) through (y) of this proviso. If all or any portion of such Net Insurance/Condemnation Proceeds not required to be applied as a mandatory repayment pursuant to the preceding proviso are not so used within 365 days or three (3) years, as the case may be, after the date of the receipt of such Net Insurance/Condemnation Proceeds, then such remaining portion not so used shall be applied on the last day of such 365 day or three year period, as the case may be (or, if such day shall not be a Business Day, the immediately preceding Business Day), to prepay Loans in accordance with the requirements of Section 2.05(b)(vii); provided that so long as no Material Default or Event of Default shall have occurred and to the repayment or repurchase of Other Applicable Insurance Indebtednessbe continuing, and the amount of a mandatory prepayment of the Loans that would have otherwise been shall be required pursuant to this Section 2.10(b2.05(b)(iv) shall be reduced accordingly only (for purposes of this proviso pro rata basis shall be determined on the basis of x) if the aggregate outstanding principal amount of Net Insurance/Condemnation Proceeds from any event or series of related events exceeds $250,000 and (y) when the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the aggregate amount of Net Insurance/Condemnation Proceeds from such net proceeds required to be allocated to an event or related series of events specified in the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to preceding clause (x) which have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be not been previously applied to prepay the Loans in accordance with the terms hereofas a mandatory repayment equals at least $5,000,000.

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings Company or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds from insurance or any condemnation, the Borrower taking or other casualty (other than up to $3,000,000 in any Fiscal Year of Net Proceeds from any business interruption insurance policy), Company shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation ProceedsProceeds (other than up to $3,000,000 in any Fiscal Year of Net Proceeds from any business interruption insurance policy); provided that provided, (i) so long as no Default or Event of Default shall have occurred and be continuing continuing, and (ii) Administrative Borrower has delivered Agent prior written notice of Borrowers’ intention to apply the Reinvestment Amounts to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date costs of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable properties or assets thereofthat are the subject of such condemnation, in capital expenditures taking or in other casualty or the cost of purchase or construction of other assets (other than Cash and Cash Equivalents) used or useful in the business of Company or its Subsidiaries, provided that (w) the Borrower property or assets subject to casualty or condemnation constituted Term Priority Collateral, (x) such Reinvestment Amounts are used by a Loan Party to invest or reinvest in, or otherwise replace, repair, restore or purchase properties or assets constituting Term Priority Collateral, (y) the Reinvestment Amounts are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (z) Company or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Company and its Subsidiaries; provided thatSubsidiaries shall have the option to apply such Reinvestment Amounts in an aggregate amount not to exceed (A) $3,000,000 in any Fiscal Year in the case of Real Property and (B) $3,000,000 in any Fiscal Year in the case of any other assets, if at in each case, to the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt costs of replacement of the Borrower assets that are the subject of such condemnation, taking or any other casualty or the costs of purchase or construction of other assets useful in the business of Company and its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans unless and to the repayment extent that such applicable period shall have expired without such replacement, purchase or repurchase of Other Applicable Insurance Indebtednessconstruction being made or completed, and in which case, any Reinvestment Amounts remaining in the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) cash collateral account shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans paid to Service Agent and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans applied in accordance with the terms hereofSection 2.14(b); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not No later than the tenth third (3rd) Business Day following the date of receipt by Holdings the Company or any of its Restricted Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds from insurance or any condemnation, taking or other Casualty, in each case with respect to Term Priority Collateral, the Borrower Borrowers shall prepay the Loans Term Loan as set forth Section 2.11(c) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that provided, so long as (i) so long as no Event of Default shall have occurred and be continuing and continuing, (ii) the Company has delivered to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date Administrative Agent written notice promptly following receipt of determination do not exceed $25,000,000, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days setting forth the Company’s intention to apply or reinvest the Net Proceeds received to the costs of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable properties or assets thereofthat are the subject of such condemnation, in capital expenditures taking or in other casualty or the cost of purchase or construction of other assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower Company or its Subsidiaries (provided that all such assets constitute Term Priority Collateral) and that such funds are being held in a segregated account subject to a control agreement providing the Administrative Agent with a first priority lien thereon, (iii) until such application or reinvestment the monies are held in a deposit account in which the Administrative Agent has a perfected first-priority security interest, and (iv) the Company or its Restricted Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, the Company and its Subsidiaries; provided that, if at Restricted Subsidiaries shall have the time that option to apply such monies in an aggregate amount not to exceed $5,000,000 in any such prepayment would be required fiscal year to the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt costs of replacement of the Borrower assets that are the subject of such condemnation, taking or any other casualty or the costs of purchase or construction of other assets useful in the business of the Company and its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans unless and to the repayment extent that either (x) such applicable period shall have expired without such replacement, purchase or repurchase construction being made or completed, or (y) there shall occur an Event of Other Applicable Insurance IndebtednessDefault that is continuing, and then, in either case, any amounts held for reinvestment by the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) Company or its Restricted Subsidiaries shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated applied to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans Term Loan in accordance with the terms hereofSection 2.11(c); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not No later than the tenth third Business Day following the date of receipt by Holdings or any of its SubsidiariesCredit Party, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as lender’s loss payee, of any Net Insurance/Condemnation ProceedsProceeds (it being understood that such Net Insurance/Condemnation Proceeds received by any Credit Party shall be promptly deposited into and thereafter maintained in a Controlled Account which is a Term Loan Priority Account (and in any event no later than the next Business Day) following receipt thereof), the Borrower Companies shall prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that provided, (i) so long as no Default or Event of Default shall have occurred and be continuing continuing, and (ii) to the extent that the aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination in any Fiscal Year do not exceed $25,000,000500,000 (such amounts, the Borrower “Insurance/Condemnation Reinvestment Amounts”), upon delivery of a written notice to Administrative Agent, Companies shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, option to invest such Net Insurance/Condemnation Proceeds within three hundred sixty sixty- five (360365) days of receipt thereof (or within eighteen (18) months following receipt thereof as extended, if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereofat all, in accordance with the proviso below, the “Insurance/Condemnation Reinvestment Period”) in long long-term productive assets that constitute Term Loan Priority Collateral of the general type used in the business of Holdings and its Subsidiariesthe Credit Parties, which investment may include the repair, restoration or replacement of the applicable relevant assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business respect of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of which such Net Insurance/Condemnation Proceeds were received (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchasedassets, “Other Applicable Insurance IndebtednessReplaced Assets”); provided further, then that the Borrower may apply such Insurance/Condemnation Reinvestment Period shall be extended for up to an additional one hundred eighty (180) days in respect of any Net Insurance/Condemnation Proceeds where the Credit Parties have, on or before the expiration of the initial Insurance/Condemnation Reinvestment Period, entered into a pro rata basis definitive agreement for the replacement of Replaced Assets. In the event that the Insurance/Condemnation Reinvestment Amounts are not reinvested by Companies prior to the prepayment earlier of (x) the expiration of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtednessapplicable Insurance/Condemnation Reinvestment Period, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b(y) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of the occurrence of an Event of Default, Administrative Agent shall apply such rejectionInsurance/Condemnation Reinvestment Amounts to the Obligations as set forth in Section 2.14(b). Upon receipt of any Net Insurance/Condemnation Proceeds generated from assets which constitute Term Loan Priority Collateral, the Credit Party Representative shall provide not less than three (3) Business Days’ prior written notice thereof and the Net Insurance/Condemnation Proceeds shall be applied deposited in a deposit account subject to prepay the Loans in accordance with the terms hereofa Control Agreement whereby Administrative Agent has a First Priority security interest therein.

Insurance/Condemnation Proceeds. Not No later than the tenth fifth Business Day following the date of receipt by Holdings Company or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Agent or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds (or, in the event such Net Insurance/Condemnation Proceeds are subject to distribution limitations contained in the ARC Indenture, any ARC Refinancing Indenture, New ARC Indenture, either MSW Indenture, any MSW Refinancing Indenture and New MSW Indenture or any Project document or any instrument or agreement governing the terms of any permitted refinancing thereof, no later than the fifth Business Day after the last of such distribution limitations (as the same relates to such Net Insurance/Condemnation Proceeds) expires), the Borrower Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) provided, so long as no Default or Event of Default shall have occurred and be continuing and (ii) to on the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000such receipt, the Borrower Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest or commit to reinvest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures thereof (or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower to reimburse Company and its SubsidiariesSubsidiaries for costs incurred in respect of such loss); provided thatfurther, if at the time that pending any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of investment all such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchasedProceeds, “Other Applicable Insurance Indebtedness”)as the case may be, then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay Revolving Loans to the Loans extent outstanding (without a reduction in accordance with the terms hereofRevolving Commitments).

Insurance/Condemnation Proceeds. Not No later than the tenth first Business Day following the date of receipt by Holdings or any of its SubsidiariesCredit Party, or the Collateral Agent, for the benefit of the Secured Parties, Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower Borrowers shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided provided, that (i) so long as no Default or Event of Default shall have occurred and be continuing continuing, (ii) the Liquidity Condition is satisfied and (iiiii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,00020,000,000 during any Fiscal Year, the Borrower Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within three one hundred sixty eighty (360180) days of receipt thereof (or enter into a binding CREDIT AND GUARANTY AGREEMENT EXECUTION 80 commitment within eighteen (18such 180 day period to invest such Net Insurance/Condemnation Proceeds) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in replacement assets of the same type or category or in long term productive assets of the general type used in the business of Holdings the Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided thatfurther, if at the time that pending any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of investment all such Net Insurance/Condemnation Proceeds Proceeds, as the case may be, shall be applied to prepay amounts outstanding under the Revolving Loans to the extent outstanding (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchasedwithout a reduction in Revolving Commitments); and provided, “Other Applicable Insurance Indebtedness”)further, then that the Borrower may apply such amount of the aggregate Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment in excess of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness $20,000,000 during any Fiscal Year shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, available for reinvestment as aforesaid and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans as provided in accordance with the terms hereofSection 2.15(b).

Insurance/Condemnation Proceeds. Not Subject to the terms of the Intercreditor Agreement and Section 2.14(h), no later than the tenth third Business Day following the date of receipt by Holdings Borrower or any of its Restricted Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds in excess of $2,500,000 in the aggregate in any Fiscal Year, the Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that (i) provided, so long as no Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000continuing, the Borrower shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective its Restricted Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within three hundred sixty (360) days of twelve months after receipt thereof (or if Borrower or such Restricted Subsidiary has committed to so invest such Net Insurance/Condemnation Proceeds in writing within eighteen (18) such 12-month period, to invest such Net Insurance/Condemnation Proceeds within 18 months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following of the receipt thereof) in long term productive real estate, equipment and other fixed or capital assets of the general type used or useful in the business of Holdings Borrower and its SubsidiariesSubsidiaries (or make an Investment in any Permitted Business of Borrower, any Guarantor or any Immaterial Subsidiary; provided, however, for purposes of clarity, if any such Investment in an Immaterial Subsidiary shall cause such Immaterial Subsidiary to cease to be an Immaterial Subsidiary such Subsidiary shall be and become a Guarantor and pledge its assets, in each case in accordance with Section 5.10), which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in which case the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds amount of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt invested shall not be required to be repaid or repurchased or applied to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of repay the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof2.14(b); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Insurance/Condemnation Proceeds. Not No later than the tenth third Business Day following the date of receipt by Holdings or any of its SubsidiariesCredit Party, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as lender’s loss payee, of any Net Insurance/Condemnation ProceedsProceeds (it being understood that such Net Insurance/Condemnation Proceeds received by any Credit Party shall be promptly deposited into and thereafter maintained in a Controlled Account which is a Term Loan Priority Account (and in any event no later than the next Business Day) following receipt thereof), the Borrower Companies shall prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that provided, (i) so long as no Default or Event of Default shall have occurred and be continuing continuing, and (ii) to the extent that the aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination in any Fiscal Year do not exceed $25,000,000500,000 (such amounts, the Borrower “Insurance/Condemnation Reinvestment Amounts”), upon delivery of a written notice to Administrative Agent, Companies shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, option to invest such Net Insurance/Condemnation Proceeds within three hundred sixty sixty-five (360365) days of receipt thereof (or within eighteen (18) months following receipt thereof as extended, if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereofat all, in accordance with the proviso below, the “Insurance/Condemnation Reinvestment Period”) in long long-term productive assets that constitute Term Loan Priority Collateral of the general type used in the business of Holdings and its Subsidiariesthe Credit Parties, which investment may include the repair, restoration or replacement of the applicable relevant assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business respect of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of which such Net Insurance/Condemnation Proceeds were received (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchasedassets, “Other Applicable Insurance IndebtednessReplaced Assets”); provided further, then that the Borrower may apply such Insurance/Condemnation Reinvestment Period shall be extended for up to an additional one hundred eighty (180) days in respect of any Net Insurance/Condemnation Proceeds where the Credit Parties have, on or before the expiration of the initial Insurance/Condemnation Reinvestment Period, entered into a pro rata basis definitive agreement for the replacement of Replaced Assets. In the event that the Insurance/Condemnation Reinvestment Amounts are not reinvested by Companies prior to the prepayment earlier of (x) the expiration of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtednessapplicable Insurance/Condemnation Reinvestment Period, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b(y) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of the occurrence of an Event of Default, Administrative Agent shall apply such rejectionInsurance/Condemnation Reinvestment Amounts to the Obligations as set forth in Section 2.14(b). Upon receipt of any Net Insurance/Condemnation Proceeds generated from assets which constitute Term Loan Priority Collateral, the Credit Party Representative shall provide not less than three (3) Business Days’ prior written notice thereof and the Net Insurance/Condemnation Proceeds shall be applied deposited in a deposit account subject to prepay the Loans in accordance with the terms hereofa Control Agreement whereby Administrative Agent has a First Priority security interest therein.

Insurance/Condemnation Proceeds. Not No later than the tenth fifth Business Day following the date of receipt by Holdings Borrower or any of its SubsidiariesSubsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies), or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds in excess of $3,000,000 received in any fiscal year through the applicable date of determination, Borrower shall prepay, subject to the provisions of Section 2.04(c) below, the Borrower shall prepay the Loans Term Loan in an aggregate amount equal to such Net Insurance/Condemnation ProceedsProceeds in excess of $3,000,000; provided that (i) so long as (x) no Event of Default shall have occurred and be continuing and (iiy) to the extent that aggregate amount of such Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do does not exceed $25,000,000thirty percent (30%) of the Borrower’s consolidated total assets, the Borrower shall have the option, directly need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within three one hundred sixty eighty (360180) days of receipt thereof and (or B) thereafter invests such Net Insurance/Condemnation Proceeds within eighteen two hundred seventy (18270) months following days of receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings Borrower and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided thatfurther, if at the time that pending any such prepayment would investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be required the Borrower is also required (x) applied to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant prepay Revolving Loans to the terms extent outstanding (without a reduction in Revolving Commitments but subject to a portion of the documentation governing such Senior Secured Debt with the proceeds of Revolving Commitments in an amount equal to such Net Insurance/Condemnation Proceeds being reserved and only available for (A) investment thereof in the replacement assets anticipated in this Section 2.04(b)(iii) or (B) after the 180th or 271st day, as the case may be, of receipt thereof, prepayment of Loans as required hereunder (in which case the requirements of Section 4.02(b) shall not apply with respect to such Senior Secured Debt required to be repaid amount)) on the last day of the current Interest Period(s) thereof, or repurchased (y) invested in Cash or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Cash Equivalents and deposited in a segregated account of Borrower may apply and held therein until such time as such Net Insurance/Condemnation Asset Sale Proceeds on a pro rata basis to the are applied in payment of such investment. Any prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(b) an Offshore Rate Loan shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such timeaccompanied by all accrued interest thereon, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance together with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and amounts set forth in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofSection 3.05.”

Insurance/Condemnation Proceeds. Not No later than the tenth (10th) Business Day following the date of receipt by Holdings any Credit Party or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent as lender loss payee, of any Net Insurance/Condemnation ProceedsProceeds (it being understood that such Net Insurance/Condemnation Proceeds received by a Credit Party shall be deposited by such Credit Party into a Controlled Account on the same Business Day as receipt thereof), the Borrower Company shall prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation ProceedsProceeds plus any amounts due pursuant to Section 2.10(a) and(b) (such amounts, the “Insurance/Condemnation Reinvestment Amounts”); provided provided, that (i) so long as no Default or Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000continuing, the Borrower Company shall have the option, directly or through one or more of the Operating Credit Parties or any of their respective Subsidiaries, its Subsidiaries to invest such Net Insurance/Condemnation Proceeds Reinvestment Amounts within three hundred sixty sixty-five (360365) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereofthe “Insurance/Condemnation Reinvestment Period”) in long term productive the costs of research, development, commercialization, license, purchase, or other acquisition or investment of or in other assets of the general type used or useful in the business of Holdings the Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable relevant assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business respect of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of which such Net Insurance/Condemnation Proceeds were received. In the event that such Insurance/Condemnation Reinvestment Amounts are not reinvested by Company prior to the earlier of (i) the expiration of the applicable Insurance/Condemnation Reinvestment Period, and (ii) the occurrence of an Event of Default, then, at such Senior Secured Debt required time, Company shall prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply 100% of such unreinvested Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required plus any amounts due pursuant to this Section 2.10(b2.10(a) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and(b) immediately and Other Applicable Insurance Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in without any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofdemand.

Insurance/Condemnation Proceeds. Not later than In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within 10 Business Days (or such greater time, not to exceed 60 days, as is acceptable to the tenth Business Day Administrative Agent) following each date on which the date of receipt by Holdings Borrower or any of its Subsidiaries, or the Collateral Agent, for the benefit of the Secured Parties, as loss payee, of Subsidiaries receives any Net Insurance/Condemnation Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such Net Insurance/Condemnation ProceedsProceeds shall be applied as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Section 4.02(i); provided that Net Insurance/Condemnation Proceeds received by the Borrower or any of its Subsidiaries shall not give rise to a mandatory repayment within such 10 Business Day period (ior such greater time, not to exceed 60 days, as is acceptable to the Administrative Agent) so long as (i) no Material Default or Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have delivers an officer's certificate to the optionAdministrative Agent within such 10 Business Day period (or such greater time, directly or through one or more of not to exceed 60 days, as is acceptable to the Operating Credit Parties or any of their respective Subsidiaries, to invest Administrative Agent) stating that such Net Insurance/Condemnation Proceeds have been or are intended to be used within three hundred sixty (360) 365 days of such date of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, in capital expenditures or in assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the proceeds of such Net Insurance/Condemnation Proceeds (such Senior Secured Debt required to be repaid replace, repair or repurchased restore any properties or to be offered to be so repaid or repurchased, “Other Applicable Insurance Indebtedness”), then the Borrower may apply assets in respect of which such Net Insurance/Condemnation Proceeds on a pro rata basis were paid or to purchase Eligible Assets; provided that the Borrower shall have 730 days following the date of receipt of such Net Insurance/Condemnation Proceeds to complete such replacement, repair or restoration if (w) the intended replacement, repair or restoration cannot be completed within such 365 day period, (x) the Borrower, during such 365 day period, has entered into binding commitments with third parties to complete such replacement, repair or restoration, (y) the Borrower diligently pursues the completion of such replacement, repair or restoration and (z) the Borrower, during such 365 day period delivers an officer's certificate to the prepayment of the Loans and Administrative Agent certifying as to the repayment or repurchase of Other Applicable Insurance Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(bclause (w) shall be reduced accordingly through (for purposes y) of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Insurance Indebtedness at such time, with it being agreed that the proviso. If all or any portion of such net proceeds allocated to the Other Applicable Indebtedness shall Net Insurance/Condemnation Proceeds not exceed the amount of such net proceeds required to be allocated to the Other Applicable Insurance Indebtedness applied as a mandatory repayment pursuant to the terms thereofpreceding proviso are not so used within 365 days or 730 days, and as the case may be, after the date of the receipt of such Net Insurance/Condemnation Proceeds, then such remaining amountportion not so used shall be applied on the last day of such 365 day or 730 day, as the case may be, period (or, if anysuch day shall not be a Business Day, of such net proceeds shall be allocated the immediately preceding Business Day), to the prepay Term Loans in accordance with the terms hereofrequirements of Section 4.02(i); providedprovided that so long as no Material Default or Event of Default shall have occurred and be continuing, further, that to no mandatory prepayment shall be required hereunder (x) if the extent the holders aggregate amount of Other Applicable Insurance Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in Net Insurance/Condemnation Proceeds from any event within ten Business Days after or series of related events does not exceed $250,000 or (y) until the date aggregate amount of such rejection) be Net Insurance/Condemnation Proceeds which have not been previously applied to prepay the Loans in accordance with the terms hereofas a mandatory repayment equals at least $5,000,000.