Common use of Insurance/Condemnation Proceeds Clause in Contracts

Insurance/Condemnation Proceeds. No later than the fifth Business Day following the date of receipt by Borrower or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies), or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds 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 Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000; provided so long as (x) no Event of Default shall have occurred and be continuing and (y) the aggregate amount of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of the Borrower’s consolidated total assets, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower or one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in assets of the general type used in the business of Borrower 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, as the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion of such 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 amount)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05.”

Insurance/Condemnation Proceeds. No later than the fifth later of (i) the second Business Day following the date of receipt by Borrower or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Restricted Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds in excess of $3,000,000 received in any fiscal year through and (ii) 30 days after the applicable date of determinationcasualty event or condemnation, Borrower shall prepay, subject to prepay the provisions of Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.04(c2.15(b) below, the Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000Proceeds; provided provided, that (i) so long as (x) no Default or Event of Default shall have occurred and be continuing both immediately before and after giving effect to such investment and (yii) to the aggregate amount of extent any such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of relate to a Satellite that has suffered a Partial Failure, Total Failure or Constructive Total Failure, the Borrower’s consolidated total assetsBorrower 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 need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower shall have the option, directly or through one or more of its Restricted Subsidiaries (A) commits to invest (or commit to invest) such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days 12 months of receipt thereof in long term productive assets of the general type used in the business of Borrower and its Restricted Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; providedthereof (or if committed to be so invested within such 12 months, further, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion of such 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) then invested within 18 months 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 amount)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05.”

Insurance/Condemnation Proceeds. No later than the fifth third Business Day following the date of receipt by Borrower or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds in excess of $3,000,000 received in any fiscal year through the applicable date of determinationProceeds, Borrower shall prepay, subject to prepay the provisions of Section 2.04(c) below, the Term Loan Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000Proceeds; provided provided, so long as (x) no Default or Event of Default shall have occurred and be continuing and (y) continuing, if the aggregate amount Borrower shall have delivered a certificate of an Authorized Officer of the Borrower to the Administrative Agent promptly following receipt of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of the stating Borrower’s consolidated total assetsintention to invest, Borrower need not so apply directly or indirectly through one or more of its Subsidiaries, any portion of such Net Insurance/Condemnation Proceeds so long as Borrower or one or more of its Subsidiaries (Athe “Reinvested Insurance / Condemnation Proceeds”) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days 9 months of receipt thereof in long-term productive assets of the general type used in the business of Borrower 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, as the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion of such Revolving Commitments in an amount equal to such Net Insurance/Condemnation Proceeds being reserved and only available for (A) investment thereof in shall not be required to be applied to prepay Loans pursuant to this Section 2.14(b). In the replacement assets anticipated event that, at the end of such 9 month-period, all or a portion of the Reinvested Insurance / Condemnation Proceeds have not been reinvested as provided in this Section 2.04(b)(iii) or (B) after 2.14(b), 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 amount)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan same shall be accompanied by all accrued interest thereon, together with immediately applied to prepay the amounts set forth in Section 3.05outstanding Loans.”

Insurance/Condemnation Proceeds. No Not later than the fifth five (5) Business Day Days following the date of receipt by Borrower the Initial Borrower, or any of its Subsidiaries Restricted Subsidiary (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies), or Administrative Agent as loss payee or lender’s loss payee, ) of any Net Insurance/Condemnation Proceeds 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) belowProceeds, the Term Loan Borrower Representative shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of such Net Insurance/Condemnation Proceeds in excess of $3,000,00010,000,000 in the aggregate during any twelve-month period, in each case, in accordance with Sections 2.13(g) and 2.14(b); provided that, so long as (x) no Event of Default shall have occurred and be continuing 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 (b) to the extent that the Borrower Representative shall have notified Administrative Agent on or prior to the end of the 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 which such Net Insurance/Condemnation Proceeds were paid or to reinvest in other fixed or capital assets or assets (other than working capital, except for short term capital assets) that are otherwise useful in the business NAI-1537228099v31537241654v2 of the Initial Borrower and its Restricted Subsidiaries, or (y) to be contractually committed to be so reinvested, in each case, no later than twelve (12) months following the 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 expiration of such twelve (12) month period; provided that, if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness, then the Borrower Representative may apply such Net Insurance/Condemnation Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided further that the portion of such Net Insurance/Condemnation Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the Borrower’s consolidated total assets, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or one or more prepayment of its Subsidiaries (AOther Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.13(b) commits to invest shall be reduced accordingly. In the event that any portion of such Net Insurance/Condemnation Proceeds are neither reinvested nor contractually committed to be so reinvested within one hundred eighty such twelve (18012) month period (and actually reinvested within 180 days after the expiration of receipt thereof and such twelve (B12) thereafter invests month period), such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in assets of the general type used in the business of Borrower 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, as the case may be, unused portion shall be applied within ten (x10) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion of such 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) Business Days 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 amount)) on the last day of such period as a mandatory prepayment as provided in this Section 2.13(b) (without giving effect to the current Interest Period(sfirst proviso in this clause (b) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05above).”

Insurance/Condemnation Proceeds. No later than the fifth Within one (1) Business Day following the date of receipt by the Borrower or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Agent as loss payee, of any proceeds of a type contemplated within the definition of Net Insurance/Condemnation Proceeds in excess of $3,000,000 received in any fiscal year through Proceeds, the applicable date of determination, Borrower shall prepay, subject to prepay the provisions of Obligations as set forth in Section 2.04(c2.9(b) below, the Term Loan in an aggregate amount equal to 100% of Net Insurance/Condemnation Proceeds; provided, that no prepayment shall be required pursuant to this Section 2.8(c), so long as the Borrower shall have delivered to Administrative Agent no later than the first Business Day following the date of receipt of such proceeds a certificate of an Authorized Officer certifying that (A) no Default or Event of Default has occurred and is continuing, and (B) the Borrower and its Subsidiaries intend to reinvest such Net Insurance/Condemnation Proceeds in excess assets of $3,000,000the Borrower and its Subsidiaries during the Permitted Reinvestment Period in assets of a like-kind as the assets subject to the underlying condemnation or insured loss and to the extent that such assets will constitute Collateral on which the Collateral Agent, for the benefit of the Lenders, will have a first priority perfected security interest; provided so long as (x) no Event of Default shall have occurred and be continuing and (y) the aggregate amount of further, all such Net Insurance/Condemnation Proceeds does not exceed thirty percent shall be held in the Insurance/Condemnation Proceeds Reinvestment Account pending reinvestment in accordance with this Section 2.8(c) until the earlier of (30%x) the expiration of the Borrower’s consolidated total assetsapplicable Permitted Reinvestment Period and (y) the Maturity Date; provided, Borrower need not so apply such however, that any Net Insurance/Condemnation Proceeds so long as Borrower or one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in assets received by a Foreign Subsidiary of the general type used in the business of Borrower 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, as the case may be, shall be (x) applied to prepay Revolving Loans excluded from this prepayment obligation to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion applicable law or regulation prohibits transfer of such Revolving Commitments proceeds to the Borrower or a Guarantor or such transfer would render such Foreign Subsidiary insolvent or reasonably likely to become insolvent or result 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 amount)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05adverse tax consequence.”

Insurance/Condemnation Proceeds. No later than the fifth third ------------------------------- Business Day following the date of receipt by Borrower Company or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds Proceeds, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth 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(c2.13(b) below, the Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000Proceeds; provided provided, (i) so long as (x) no Default or Event of Default shall have -------- occurred and be continuing continuing, and (yii) to the extent that aggregate amount of such Net Insurance/Condemnation Proceeds does from the Closing Date through the applicable date of determination do not exceed thirty percent (30%) of $5,000,000, Company shall have the Borrower’s consolidated total assetsoption, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower directly or through one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in assets of the general type used in the business of Borrower Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided, provided further, (i) pending any -------- ------- such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject Commitments) and (ii) to a portion the extent the Company does not invest such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of such receipt thereof, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.13(b) in an aggregate 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 amount)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05invested.”

Insurance/Condemnation Proceeds. No later than the fifth second (2nd) Business Day following the date of receipt by Borrower any Credit Party or any of its Subsidiaries (or on and immediately upon the 180th or 271st day, as the case may be, day if the first proviso hereto applies), or Administrative direct receipt by Collateral Agent as lender loss payee, payee of any Net Insurance/Condemnation Cash Proceeds of the type described in excess this clause (b) of $3,000,000 received in any fiscal year through the applicable date of determinationdefinition thereof), Borrower shall prepay, subject to the provisions of Section 2.04(c) below, prepay the Term Loan Loans as set forth in Section 2.11(a) 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), upon written notice by Xxxxxxxx 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 in excess of $3,000,000; provided so long as (x) Reinvestment”), and certifying therein that 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 (yii) within three hundred sixty five (365) days from the aggregate date of receipt of such Net Cash Proceeds, such Net Cash Proceeds shall be applied to such Insurance/Condemnation Reinvestment; provided, however, that the amount of such 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 pursuant to clauses (b)(i) and (ii) above), apply toward an Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of the Borrower’s consolidated total assets, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower or one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in assets of the general type used in the business of Borrower 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, as the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion of such 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 amount)) on the last day of the current Interest Period(s) thereof, Reinvestment or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are that have not been so applied in payment toward an Insurance/Condemnation Reinvestment by the end of such investment. Any three hundred sixty five (365)-day period, in each case shall be applied to a mandatory prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05Term Loans pursuant to this clause (b).”

Insurance/Condemnation Proceeds. No later than the fifth ten Business Day Days following the date of receipt by Borrower or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Restricted Subsidiaries, or Administrative Agent or Collateral Trustee as loss payee, of any Net Insurance/Condemnation Proceeds in excess of $3,000,000 received in any fiscal year through the applicable date of determinationProceeds, Borrower shall prepay, subject to prepay the provisions of Loans as specified in Section 2.04(c2.05(k) below, the Term Loan below in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, if prior to the 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 in excess assets that are, in the reasonable business judgment of $3,000,000; provided so long as the Borrower, useful in the business of the Borrower or some or all of its Restricted Subsidiaries (xincluding by way of any Permitted Acquisition) (or used to replace damaged or destroyed assets) and certifies in such notice that no Event of Default then exists, then the Borrower shall have occurred and not be continuing and 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 and/or such Restricted Subsidiary, or (y) if the aggregate amount of Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so reinvest such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of the Borrower’s consolidated total assetsduring such 365-day period, Borrower need not so apply such Net Insurance/Condemnation Proceeds are so long as Borrower or one or more reinvested within 180 days after the expiration of its Subsidiaries (A) commits such 365-day period; provided that, to invest the extent such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in assets of have not been so reinvested prior to the general type used in the business of Borrower and its Subsidiaries, which investment may include the repair, restoration or replacement expiration of the applicable assets thereof; providedperiod, further, pending any such investment all such Net Insurance/Condemnation Proceeds, the Borrower shall promptly prepay the outstanding Loans as specified in Section 2.05(k) below after the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion expiration of such Revolving Commitments period in an amount equal to such Net Insurance/Condemnation Proceeds being reserved and only available for (A) investment thereof in less any amount so reinvested; provided, further that, if such casualty or taking includes any Collateral, 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 portion of Net Insurance/Condemnation Proceeds derived from such Collateral are so reinvested as set forth above shall be reinvested in assets of one or more Loan Parties and the applicable Loan Party shall comply with Section 4.02(b) shall not apply 6.16 with respect to such amount)) assets as if such assets were acquired on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment date of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05reinvestment.”

Insurance/Condemnation Proceeds. (i) No later than the fifth third Business Day following the date of receipt by Borrower or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiary Guarantors, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds in excess of $3,000,000 received in 25,000,000 per occurrence relating to any fiscal year through the applicable date Event of determinationLoss or Event of Taking, Borrower shall prepaythen, subject to the provisions of Section 2.04(c) proviso below, Borrower shall prepay the Term Loan Loans as set forth in Section 2.14(b) (Application of Mandatory Prepayments) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000Proceeds; provided that, so long as (x) no Event of Default shall have occurred and be continuing and (y) the aggregate amount of continuing, Borrower may use such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%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 payment, restoration or reinvestment) to (A) repay Permitted Debt of the Borrower’s consolidated total assets, Borrower need not so apply Credit Party that received such Net Insurance/Condemnation Proceeds so long as Borrower no Default or one or more Event of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof Default has occurred and is continuing, (B) thereafter invests such Net to the extent conditions of Section 5.5 (Insurance/Condemnation Proceeds within two hundred seventy ) have been satisfied, repair, restore or replace the applicable damaged or destroyed assets or (270C) days to the extent conditions of receipt thereof in assets of the general type used Section 5.5 (Insurance) have been satisfied, reinvest in the operations and business of Borrower 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, as the case may be, shall be (x) applied to prepay Revolving Loans subsidiaries to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion of such 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 amount)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05permitted hereunder.”

Insurance/Condemnation Proceeds. No later than the fifth third Business Day following the date of receipt by Borrower Holdings or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds 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) belowProceeds, the Term Loan 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 in excess of $3,000,000Proceeds; provided provided, (i) so long as (x) no Default or Event of Default shall have occurred and be continuing continuing, and (yii) to the extent that aggregate amount of such Net Insurance/Condemnation Proceeds does from the Closing Date through the applicable date of determination do not exceed thirty percent (30%) of $500,000, the Borrower’s consolidated total assetsCompanies shall have the option, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower directly or through one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty days (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within or two hundred seventy days (270) days of receipt thereof if Companies shall have entered into a binding commitment to purchase or construct such assets within one hundred eighty (180) days) in long term productive assets of the general type used in the business of Borrower and its Subsidiariesthe Companies, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided, provided further, pending any such investment reinvestment, all such Net Insurance/Condemnation Proceeds, as the case may be, Proceeds shall be (x) applied to prepay Revolving Loans to the extent then outstanding (without a reduction in Revolving Commitments but subject to a portion of such 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)(iiiCommitments) or held in a Controlled Account. In the event that the Asset Sale Reinvestment Amounts are not reinvested by the Companies prior to the earlier of (Bi) 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 amount)) on the last day of such one hundred (180) day period (or two hundred seventy (270) day period, as applicable) and (ii) date of the current Interest Period(s) thereofoccurrence of an Event of Default, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until Administrative Agent shall apply such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with Reinvestment Amounts to the amounts Obligations as set forth in Section 3.052.14(b).”

Insurance/Condemnation Proceeds. No later than the fifth Business Day following the date of receipt by Borrower the Company or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds in excess received with respect to Term Loan Priority Collateral (or, after the ABL Obligations Payment Date, Net Insurance/Condemnation Proceeds 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) belowCollateral), the Term Loan 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 in excess of $3,000,000Proceeds; provided provided, so long as (x) no Default or Event of Default shall have occurred and be continuing and (y) the aggregate amount on or as of such Net Insurance/Condemnation Proceeds does not exceed thirty percent fifth Business Day, the Company shall have the option (30%) of the Borrower’s consolidated total assetsexercisable upon written notice thereof to Administrative Agent on or prior to such fifth Business Day), Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower directly or through one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in long-term productive assets of the general type used in the business of Borrower the Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided, furtherto make capital expenditures in connection with improvement of capital assets of Company or any of its Subsidiaries or to make any Permitted Acquisition or any Investment permitted pursuant to Section 6.7, pending any such investment all in each case within 365 days of receipt thereof (or, if the Company or the applicable Subsidiary of the Company has contractually committed within 365 days of receipt thereof to so invest or apply such Net Insurance/Condemnation ProceedsProceedings, as within the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion later of such Revolving Commitments in an amount equal to 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 being reserved and only available for (A) investment thereof in the replacement assets anticipated in this Section 2.04(b)(iii) not so invested or (B) after the 180th or 271st day, applied shall immediately be offered to be applied 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 amount)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05Sections 2.14(b) and 2.14(d)).”

Insurance/Condemnation Proceeds. No later than the fifth first Business Day following the date of receipt by Borrower Holdings or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds Proceeds, Company shall prepay Loans and/or reduce Commitments as set forth 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(c2.16(b) below, the Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000Proceeds; provided provided, so long as (x) no Default or Event of Default shall have occurred and be continuing and (y) continuing, Company shall have the aggregate amount of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of the Borrower’s consolidated total assetsoption, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower directly or through one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in assets of the general type used in the business of Borrower and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, or in long term productive assets of the general type used in the business of Holdings and its Subsidiaries with the consent of Administrative Agent, such consent not to be unreasonably withheld; provided, provided further, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but Commitments);provided, further, if a Default subject to a portion cure period under Section 8.1(e) has occurred, but such cure period has not yet expired, then (i) until the earlier of (x) the cure of the Default or (y) the expiration of such Revolving Commitments in an amount equal to cure period, all 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 dayProceeds, as the case may be, shall be applied to prepay Revolving Loans (without a reduction in Revolving Commitments) and, to the extent of receipt thereofany excess, prepayment held for the benefit of Loans 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 required hereunder (the case may be, shall be applied to prepay Indebtedness in which case accordance with the requirements of Section 4.02(b) shall not apply with respect to such amount2.16(b)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05.”

Insurance/Condemnation Proceeds. No later than the fifth three (3) Business Day Days following the date of receipt by Borrower Holdings or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds Proceeds, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth 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(c2.15(b) below, the Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000Proceeds; provided provided, (i) so long as (x) no Default or Event of Default shall have occurred and be continuing continuing, and (yii) to the extent that aggregate amount of such Net Insurance/Condemnation Proceeds does from the Closing Date through the applicable date of determination do not exceed thirty percent (30%) of $5,000,000, Company shall have the Borrower’s consolidated total assetsoption, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower directly or through one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in long-term productive assets of the general type used in the business of Borrower Company and its SubsidiariesSubsidiaries that are reinvested or identified for reinvestment within one hundred eighty days of receipt thereof and subsequently reinvested within two hundred seventy days of receipt thereof, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided, provided further, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion of such 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 amountCommitments)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05.”A&R FIRST LIEN CREDIT AND GUARANTY AGREEMENT

Insurance/Condemnation Proceeds. No later than the fifth first Business Day following the date of receipt by Borrower Holdings or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds 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) belowProceeds, the Term Loan 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 in excess of $3,000,000Proceeds; provided provided, (i) so long as (x) no Default or Event of Default shall have occurred and be continuing continuing, and (yii) to the extent that aggregate amount of such Net Insurance/Condemnation Proceeds does from the Restatement Date through the applicable date of determination do not exceed thirty percent (30%) of $250,000, the Borrower’s consolidated total assetsCompanies shall have the option, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower directly or through one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in long term productive assets of the general type used in the business of Borrower Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided, provided further, pending any such investment reinvestment all such Net Insurance/Condemnation ProceedsProceeds shall, as at the case may beoption of the Companies, shall be (x) applied to prepay Revolving Loans to the extent then outstanding (without a reduction in Revolving Commitments but subject Commitments) and, to a portion of such Revolving Commitments in an amount equal to such the extent Net Insurance/Condemnation Proceeds being reserved and only available for (A) investment exceed the amount required to prepay all such Revolving Loans, the balance 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 be held at all times prior to such amount)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) on the last day of such one hundred (180) day period and (ii) date of the current Interest Period(s) thereofoccurrence of an Event of Default, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until Administrative Agent may apply such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with Reinvestment Amounts to the amounts Obligations as set forth in Section 3.052.14(b).”

Insurance/Condemnation Proceeds. No later than the fifth third Business Day following the date of receipt by Borrower Holdings, Company or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Restricted Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds in excess of $3,000,000 received in any fiscal year through the applicable date of determinationProceeds, Borrower Company shall prepay, subject to the provisions of Section 2.04(c) below, prepay the Term Loan Loans as set forth in Section 2.11(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000Proceeds; provided that so long as (x) no Default or Event of Default shall have occurred and be continuing and (y) continuing, Company shall have the aggregate amount of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of the Borrower’s consolidated total assetsoption, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower directly or through one or more of its Restricted Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one three hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) sixty days of receipt thereof in long term productive assets of the general type used in the business of Borrower Company and its Restricted Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided, further, pending any provided further that Company or the applicable Restricted Subsidiary thereof shall have an additional one hundred and eighty (180) days to complete such investment all reinvestment if (w) the intended purchase or improvement cannot be completed within such three hundred and sixty-day period after its receipt of such Net Insurance/Condemnation Proceeds, as the case may be, shall be (x) Company or the applicable Restricted Subsidiary thereof shall have entered into binding commitments with third parties to complete such 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 Administrative Agent certifying as to compliance with clauses (w) through (z) hereof; and provided further that pending any such reinvestment, all such Net Insurance/Condemnation Proceeds may be applied to prepay Revolving Loans to the extent outstanding (without a reduction in commitments under the Revolving Commitments but subject to a portion of such 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 amountLoan Agreement)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05.”

Insurance/Condemnation Proceeds. No later than the fifth third Business Day following the date of receipt by Borrower or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies), or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds in excess of $3,000,000 received in any fiscal year through the applicable date of determinationProceeds, Borrower shall prepay, subject to the provisions of Section 2.04(c) below, the Term Loan in cause an aggregate amount equal to such Net Insurance/Condemnation Proceeds to be applied to repay the Obligations in excess of $3,000,000accordance with Section 2.11(b); provided provided, that so long as (x) no Default or Event of Default shall have occurred and be continuing at such time, Borrower may elect (x) not to apply such Net Insurance/Condemnation Proceeds to such repayment of the Obligations and (y) instead to invest, directly or through one or more of the other Credit Parties, such Net Insurance/Condemnation Proceeds within 90 days after receipt thereof in the repair, restoration or replacement of the applicable assets thereof or otherwise in long term (as determined in accordance with GAAP) assets useful in a permitted business of the Credit Parties; provided further, that if the aggregate Net Insurance/Condemnation Proceeds pending any such application or investment exceeds $500,000 at any time during the term of this Agreement, then the aggregate amount of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of the Borrower’s consolidated total assetsexceeding $500,000 shall be deposited and held in an Insurance/Condemnation/Asset Sale Proceeds Account, Borrower need not so 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 one or more of its Subsidiaries (A) commits used to invest 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 one hundred eighty (180) days of receipt thereof and (B) thereafter invests the 90 day period or if Borrower reasonably determine that such Net Insurance/Condemnation Proceeds within two hundred seventy are no longer intended to be so reinvested, then an amount (270) days of receipt thereof in assets of the general type used including funds on deposit in the business of Borrower 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 ProceedsCondemnation/Asset Sale Proceeds Account, as the case may be, shall be (xif any) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion of such Revolving Commitments in an amount equal to such Net Insurance/Condemnation Proceeds being reserved and only available for shall be applied within five (A5) investment thereof in Business Days thereafter to 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 (the Obligations in which case the requirements of accordance with Section 4.02(b) shall not apply with respect to such amount2.11(b)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05.”

Insurance/Condemnation Proceeds. No Not later than the fifth five (5) Business Day Days following the date of receipt by Borrower the Initial Borrower, or any of its Subsidiaries Restricted Subsidiary (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies), or Administrative Agent as loss payee or lender’s loss payee, ) of any Net Insurance/Condemnation Proceeds 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) belowProceeds, the Term Loan Borrower Representative shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of such Net Insurance/Condemnation Proceeds in excess of $3,000,00010,000,000 in the aggregate during any twelve-month period, in each case, in accordance with Sections 2.13(g) and 2.14(b); provided that, so long as (x) no Event of Default shall have occurred and be continuing 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 (b) to the extent that the Borrower Representative shall have notified Administrative Agent on or prior to the end of the 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 which such Net Insurance/Condemnation Proceeds were paid or to reinvest in other fixed or capital assets or assets (other than working capital, except for short term capital assets) that are otherwise useful in the business of the Initial Borrower and its Restricted Subsidiaries, or (y) to be contractually committed to be so reinvested, in each case, no later than twelve (12) months following the 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 expiration of such twelve (12) month period; provided that, if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness, then the Borrower Representative may apply such Net Insurance/Condemnation Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided further that the portion of such Net Insurance/Condemnation Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Insurance/ DOC ID - 36220401.1 Condemnation Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Borrower’s consolidated total assetsTerm Loans and to the repurchase or prepayment of Other Applicable Indebtedness, Borrower need not so apply and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. In the event that any portion of such Net Insurance/Condemnation Proceeds are neither reinvested nor contractually committed to be so long as Borrower or one or more reinvested within such twelve (12) month period (and actually reinvested within 180 days after the expiration of its Subsidiaries such twelve (A12) commits to invest month period), such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in assets of the general type used in the business of Borrower 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, as the case may be, unused portion shall be applied within ten (x10) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion of such 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) Business Days 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 amount)) on the last day of such period as a mandatory prepayment as provided in this Section 2.13(b) (without giving effect to the current Interest Period(sfirst proviso in this clause (b) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05above).”

Insurance/Condemnation Proceeds. No later than the fifth first Business Day following the date of receipt by Borrower Company or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Collateral Agent as loss payee, of any Net Insurance/Condemnation Proceeds on account of any separate loss of any property or assets of Company or its Subsidiaries in excess of $3,000,000 received 2,000,000, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in any fiscal year through the applicable date of determination, Borrower shall prepay, subject to the provisions of Section 2.04(c2.15(b) below, the Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000Proceeds; provided provided, (i) so long as (x) no Default or Event of Default shall have occurred and be continuing continuing, and (yii) Company shall have the aggregate amount of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of the Borrower’s consolidated total assetsoption, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower directly or through one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty three hundred-sixty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270360) days of receipt thereof in the repair, restoration or replacement of the applicable assets thereof or in other long term useful assets of the general type used in the business of Borrower Company and its Subsidiaries, which investment may include the repair, restoration or replacement Subsidiaries (provided that "long-term" assets for such purpose shall mean any property having a remaining useful life of the applicable assets thereofat least five (5) years); provided, provided further, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding on the date of such Asset Sale (without a reduction in Revolving Commitments but Commitments) or, in the case of proceeds arising in connection with a Health Care Facility subject to the Omega Loan or a portion Lease which prohibits such prepayment, shall be paid into a restricted account for use as required by the Omega Loan documents or such Lease, subject to arrangements reasonably satisfactory to the Administrative Agent; provided, still further that, to the extent not so CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW reinvested at the expiration of such Revolving Commitments in an amount equal to 360 day period, such Net Insurance/Condemnation Proceeds being reserved and only available for (A) investment thereof shall be prepaid in the replacement assets anticipated in accordance with 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 amount2.14(b)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05.”

Insurance/Condemnation Proceeds. No later than the fifth (5th) Business Day following the date of receipt by Borrower any Credit Party or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Agent as lender loss payee, of any Net Insurance/Condemnation Proceeds (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), Company shall prepay the Loans as set forth 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(c2.14(b) below, the Term Loan in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds in excess of $3,000,000plus any amounts due pursuant to Sections 2.10(b); provided provided, that so long as (x) no Default or Event of Default shall have occurred and be continuing and continuing, (y) such amounts, the aggregate amount of such Net “Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of Reinvestments Amounts”), Company shall have the Borrower’s consolidated total assetsoption, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower directly or through one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds Reinvestment Amounts within two hundred seventy (270) days of receipt thereof (the “Insurance/Condemnation Reinvestment Period”) in long term assets of the general type used in the business of Borrower 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; provided, further, pending any such investment all in respect of which such Net Insurance/Condemnation ProceedsProceeds 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, as and (ii) the case may beoccurrence of an Event of Default, then, at such time, an Event of Default shall be deemed to have occurred and be continuing under this Section 2.13(b) until a prepayment is made (xor any such escrow is applied by Administrative Agent as a prepayment) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion of such 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 Reinvestment Amounts that have not apply with respect to such amount)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05been so reinvested.”

Insurance/Condemnation Proceeds. No later than the fifth third Business Day following the date of receipt by Borrower or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Credit Party, or Administrative Agent as lender’s loss payee, of any Net Insurance/Condemnation Proceeds (it being understood that such Net Insurance/Condemnation Proceeds received by any Credit Party shall be promptly deposited into and thereafter maintained in excess of $3,000,000 received a Controlled Account which is a Term Loan Priority Account (and in any fiscal year through event no later than the applicable date of determinationnext Business Day) following receipt thereof), Borrower Companies shall prepay, subject to prepay the provisions of Loans as set forth in Section 2.04(c2.14(b) below, the Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000Proceeds; provided provided, (i) so long as (x) no Default or Event of Default shall have occurred and be continuing continuing, and (yii) to the extent that the aggregate amount of such Net Insurance/Condemnation Proceeds does in any Fiscal Year do not exceed thirty percent $500,000 (30%) of the Borrower’s consolidated total assetssuch amounts, Borrower need not so apply such Net “Insurance/Condemnation Proceeds so long as Borrower or one or more Reinvestment Amounts”), upon delivery of its Subsidiaries (A) commits a written notice to Administrative Agent, Companies shall have the option to invest such Net Insurance/Condemnation Proceeds within one three hundred eighty sixty- five (180365) days of receipt thereof and (B) thereafter invests such Net as extended, if at all, in accordance with the proviso below, the “Insurance/Condemnation Proceeds within two hundred seventy (270Reinvestment Period”) days of receipt thereof in long-term productive assets that constitute Term Loan Priority Collateral of the general type used in the business of Borrower and its Subsidiariesthe Credit Parties, which investment may include the repair, restoration or replacement of the applicable relevant assets thereof; provided, further, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion respect of such Revolving Commitments in an amount equal to which such Net Insurance/Condemnation Proceeds being reserved and only available were received (such assets, “Replaced Assets”); provided further, that the Insurance/Condemnation Reinvestment Period shall be extended for up to an additional one hundred eighty (A180) investment thereof 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 definitive agreement for the replacement assets anticipated in this Section 2.04(b)(iiiof Replaced Assets. In the event that the Insurance/Condemnation Reinvestment Amounts are not reinvested by Companies prior to the earlier of (x) 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 amount)) on the last day expiration of the current Interest Period(s) thereofapplicable Insurance/Condemnation Reinvestment Period, or and (y) invested in Cash or Cash Equivalents and deposited in a segregated account the date of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment the occurrence of an Offshore Rate Loan Event of Default, Administrative Agent shall be accompanied by all accrued interest thereon, together with apply such Insurance/Condemnation Reinvestment Amounts to the amounts Obligations as set forth in Section 3.05.”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 deposited in a deposit account subject to a Control Agreement whereby Administrative Agent has a First Priority security interest therein. (c)

Insurance/Condemnation Proceeds. No later than the fifth Business Day following the date of receipt by Holdings, anythe Borrower or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Restricted Subsidiaries, or the Administrative Agent as lender loss payee, of any Net Insurance/Condemnation Proceeds in excess of $3,000,000 received 1,000,000 in the aggregate in any fiscal year through the applicable date of determination, Borrower shall prepay, subject to the provisions of Section 2.04(c) belowFiscal Year, the Term Loan BorrowersBorrower 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 in excess of $3,000,000Proceeds; provided provided, so long as (x) no Event of Default shall have occurred and be continuing and (y) continuing, the aggregate amount of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of BorrowersBorrower shall have the Borrower’s consolidated total assetsoption, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower directly or through one or more of its the Restricted Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) 365 days of receipt thereof and (Bx) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy to repair, restore or replace damaged property or property affected by loss, destruction, damage, condemnation, confiscation, requisition, seizure or taking and/or (270y) days of receipt thereof in productive assets of the general type used (other than working capital assets) useful in the business of Borrower and its Subsidiariesbusinesses not prohibited under Section 6.12, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided, provided further, pending (x) if the BorrowersBorrower or a Restricted Subsidiary enters into a legally binding commitment (and have provided the Administrative Agent with a copy of such binding commitment) to 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 portion of such investment all Net Insurance/Condemnation Proceeds are not so reinvested (and/or committed to be reinvested and then actually reinvested) within the time period set forth above in this Section 2.14(b), such remaining portion shall be applied not later than the last day of such period (or any earlier date on which Holdingsthe Borrower or such Restricted Subsidiary determines not to so reinvest such Net Insurance/Condemnation Proceeds, ) as the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion of such 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 provided above in this Section 2.04(b)(iii2.14(b) without regard to this proviso 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 amount)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05immediately preceding proviso.”

Insurance/Condemnation Proceeds. No later than the fifth third Business Day following the date of receipt by Borrower any Note Party or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Collateral Agent as loss payee, of any Net Insurance/Condemnation Proceeds (it being understood that such Net Insurance/Condemnation Proceeds shall be deposited into a Controlled Account within one Business Day following receipt thereof), Company shall prepay the Notes as set forth 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(c2.14(b) below, the Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000Proceeds; provided provided, so long as (x) no Event of Default shall have occurred and be continuing and continuing, (y) such amounts, the aggregate amount of such Net “Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of Reinvestments Amounts”), Company shall have the Borrower’s consolidated total assetsoption, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower directly or through one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds Reinvestment Amounts within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net the “Insurance/Condemnation Proceeds within two hundred seventy (270Reinvestment Period”) days of receipt thereof in assets of the general type used in the business of Borrower Holdings, Company and its Subsidiaries, Subsidiaries (which investment may include the repair, restoration or replacement of the applicable relevant assets thereof; provided, further, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion respect of such Revolving Commitments in an amount equal to which such Net Insurance/Condemnation Proceeds being reserved and only available for were received) within two hundred seventy (A270) investment days following receipt thereof in the replacement assets anticipated in this Section 2.04(b)(iii(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 initial two hundred seventy (B270) after the 180th or 271st dayday period); provided further, as the case may bepending any such investment, of receipt thereofall such Insurance/Condemnation Reinvestment Amounts shall, prepayment of Loans as required hereunder (in which case the requirements of Section 4.02(b) shall not apply with respect if requested by Requisite Purchasers, be held at all times prior to such amount)) on the last day of the current Interest Period(s) thereofreinvestment, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until Controlled Account. In the event that such time as such Net Asset Sale Proceeds Insurance/Condemnation Reinvestment Amounts are applied not reinvested by Company in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together accordance with the amounts immediately preceding sentence, Company shall apply such Insurance/Condemnation Reinvestment Amounts to the Obligations as set forth in Section 3.05.”2.14(b). ​ ​

Insurance/Condemnation Proceeds. No Not later than the fifth five (5) Business Day Days following the date of receipt by Borrower the Initial Borrower, or any of its Subsidiaries Restricted Subsidiary (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies), or Administrative Agent as loss payee or lender’s loss payee, ) of any Net Insurance/Condemnation Proceeds 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) belowProceeds, the Term Loan Borrower Representative shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of such Net Insurance/Condemnation Proceeds in excess of $3,000,00010,000,000 in the aggregate during any twelve-month period, in each case, in accordance with Sections 2.13(g) and 2.14(b); provided that, so long as (x) no Event of Default shall have occurred and be continuing 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 (b) to the extent that the Borrower Representative shall have notified Administrative Agent on or prior to the end of the 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 which such Net Insurance/Condemnation Proceeds were paid or to reinvest in other fixed or NAI-1537241654v2 capital assets or assets (other than working capital, except for short term capital assets) that are otherwise useful in the business of the Initial Borrower and its Restricted Subsidiaries, or (y) to be contractually committed to be so reinvested, in each case, no later than twelve (12) months following the 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 expiration of such twelve (12) month period; provided that, if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness, then the Borrower Representative may apply such Net Insurance/Condemnation Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided further that the portion of such Net Insurance/Condemnation Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the Borrower’s consolidated total assets, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or one or more prepayment of its Subsidiaries (AOther Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.13(b) commits to invest shall be reduced accordingly. In the event that any portion of such Net Insurance/Condemnation Proceeds are neither reinvested nor contractually committed to be so reinvested within one hundred eighty such twelve (18012) month period (and actually reinvested within 180 days after the expiration of receipt thereof and such twelve (B12) thereafter invests month period), such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in assets of the general type used in the business of Borrower 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, as the case may be, unused portion shall be applied within ten (x10) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion of such 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) Business Days 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 amount)) on the last day of such period as a mandatory prepayment as provided in this Section 2.13(b) (without giving effect to the current Interest Period(sfirst proviso in this clause (b) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05above).”

Insurance/Condemnation Proceeds. No later than the fifth first Business Day following the date of receipt by Borrower Holdings or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds in excess received with respect to Term Priority Collateral (or, after the Discharge of $3,000,000 received in ABL Obligations, Net Insurance/Condemnation Proceeds of any fiscal year through the applicable date of determination, Borrower shall prepay, subject to the provisions of Section 2.04(c) belowCollateral), the Term Loan 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 in excess of $3,000,000Proceeds; provided provided, so long as (x) no Default or Event of Default shall have occurred and be continuing and (y) the aggregate amount on or as of such Net Insurance/Condemnation Proceeds does not exceed thirty percent first Business Day, the Company shall have the option (30%) of the Borrower’s consolidated total assetsexercisable upon written notice thereof to Administrative Agent on or prior to such first Business Day), Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower directly or through one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in long-term productive assets of the general type used in the business of Borrower Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, to make capital expenditures in connection with improvement of capital assets of Company or any of its Subsidiaries or to make any Permitted Acquisition or any Investment permitted pursuant to Section 6.7, in each case within 365 days of receipt thereof (or, if Holdings or the 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 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 not so invested or 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 invested or applied shall equal or exceed $5,000,000 in the aggregate, an amount equal to all such Net Insurance/Condemnation Proceeds, as the case may be, Proceeds shall be deposited by the Company, unless waived by Administrative Agent in its sole discretion, in a 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 release of such funds to the Company upon delivery to Administrative Agent of a certificate of an officer of the Company certifying that such funds shall, upon release of such funds, be applied to prepay Revolving Loans in accordance this Section 2.13(b) and (y) to the extent outstanding (without a reduction such amounts are not applied in Revolving Commitments but subject to a portion of such Revolving Commitments in an amount equal to such Net Insurance/Condemnation Proceeds being reserved accordance with, and only available for (A) investment thereof in at the replacement assets anticipated in times required by, this Section 2.04(b)(iii) 2.13(b), all such funds then held by Administrative Agent shall be immediately applied by Administrative Agent, or (B) after the 180th or 271st dayimmediately paid over to Administrative Agent to be applied, 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 amount)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.052.14(b)).”

Insurance/Condemnation Proceeds. No later than the fifth first Business Day ------------------------------- following the date of receipt by Holdings, Borrower or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)their respective Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds in excess of $3,000,000 received in any fiscal year through the applicable date of determinationProceeds, Borrower shall prepay, subject to prepay the provisions of Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.04(c) below, the Term Loan 2.13 in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000Proceeds; provided provided, (i) so long as (x) no Default or Event of Default shall have occurred and be continuing and continuing, (yii) to the extent that aggregate amount of such Net Insurance/Condemnation Proceeds does from the Closing Date through the applicable date of determination do not exceed thirty percent $5,000,000 and (30%iii) Borrower shall have delivered a certificate of Borrower, executed on behalf of Borrower by an Authorized Officer, setting forth the Borrower’s consolidated total assetsdetails with respect thereto on such first Business Day, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower shall have the option, directly or through one 57 or more of its Included Subsidiaries (A) commits except that if such proceeds were received by any Subsidiary other than an Included Subsidiary, such Subsidiary shall be permitted to make such investment), to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in long term productive assets of the general type used in the business of Borrower and its SubsidiariesIncluded Subsidiaries (except as set forth above), which investment may include the repair, restoration or replacement of the applicable assets thereofof Borrower or its Included Subsidiaries; provided, provided further, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be (x) applied to prepay outstanding Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion of such 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 amountCommitments)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05.”

Insurance/Condemnation Proceeds. No later than the fifth first Business Day following the date of receipt by Borrower Company or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Collateral Agent as loss payeepayee or additional insured, of any Net Insurance/Condemnation Proceeds in excess of $3,000,000 received in from insurance or any fiscal year through condemnation, taking or other casualty, Company shall prepay the applicable date of determination, Borrower shall prepay, ABL Loans and the Term Loan (subject to the applicable provisions of the Intercreditor Agreement) as set forth in Section 2.04(c2.13(a) below, the Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000Proceeds; provided provided, (i) so long as (x) no Default or Event of Default shall have occurred and be continuing 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 such condemnation, taking or other casualty, unless and to the extent that either (x) such applicable period shall have expired without such replacement being made or completed, or (y) there shall occur an Event of Default that is continuing, then, in either case, any amounts held for reinvestment by the aggregate amount of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of the Borrower’s consolidated total assets, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower Company or one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in assets of the general type used in the business of Borrower 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, as the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion of such Revolving Commitments in an amount equal to such Net Insurance/Condemnation Proceeds being reserved Term Loan 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 ABL Loans as required hereunder (in which case the requirements of by Section 4.02(b) shall not apply with respect to such amount)) 2.13, on the last day of such specified period or immediately, in the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment case of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05Event of Default that is continuing.”

Insurance/Condemnation Proceeds. No Not later than the fifth five (5) Business Day Days following the date of receipt by Borrower the Initial Borrower, or any of its Subsidiaries Restricted Subsidiary (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies), or Administrative Agent as loss payee or lender’s loss payee, ) of any Net Insurance/Condemnation Proceeds 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) belowProceeds, the Term Loan Borrower Representative shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of such Net Insurance/Condemnation Proceeds in excess of $3,000,00010,000,000 in the aggregate during any twelve-month period, in each case, in accordance with Sections 2.13(g) and 2.14(b); provided that, so long as (x) no Event of Default shall have occurred and be continuing 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 (b) to the extent that the Borrower Representative shall have notified Administrative Agent on or prior to the end of the 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 which such Net Insurance/Condemnation Proceeds were paid or to reinvest in other fixed or capital assets or assets (other than working capital, except NAI-1537228099v3 for short term capital assets) that are otherwise useful in the business of the Initial Borrower and its Restricted Subsidiaries, or (y) to be contractually committed to be so reinvested, in each case, no later than twelve (12) months following the 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 expiration of such twelve (12) month period; provided that, if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness, then the Borrower Representative may apply such Net Insurance/Condemnation Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided further that the portion of such Net Insurance/Condemnation Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the Borrower’s consolidated total assets, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or one or more prepayment of its Subsidiaries (AOther Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.13(b) commits to invest shall be reduced accordingly. In the event that any portion of such Net Insurance/Condemnation Proceeds are neither reinvested nor contractually committed to be so reinvested within one hundred eighty such twelve (18012) month period (and actually reinvested within 180 days after the expiration of receipt thereof and such twelve (B12) thereafter invests month period), such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in assets of the general type used in the business of Borrower 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, as the case may be, unused portion shall be applied within ten (x10) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion of such 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) Business Days 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 amount)) on the last day of such period as a mandatory prepayment as provided in this Section 2.13(b) (without giving effect to the current Interest Period(sfirst proviso in this clause (b) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05above).”

Insurance/Condemnation Proceeds. No later than the fifth first Business Day following the date of receipt by Borrower Holdings or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds Proceeds, Company shall prepay Loans and/or reduce Commitments as set forth 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 Term Loan in 2.17(b)in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000; provided Proceeds;provided, so long as (x) no Default or Event of Default shall have occurred and be continuing and (y) continuing, Company shall have the aggregate amount of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of the Borrower’s consolidated total assetsoption, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower directly or through one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one three hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) sixty days of receipt thereof in assets of the general type used in the business of Borrower and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, or in long term productive assets of the general type used in the business of Holdings and its Subsidiaries with the consent of Administrative Agent, such consent not to be unreasonably withheld and upon expiration of the three hundred sixty day period, prepayment of Loans and/or the permanent reduction of Commitments shall be required with any non-reinvested proceeds; provided, provided further, pending any such investment prior to the expiration of the three hundred sixty day period, all such Net Insurance/Condemnation Proceeds, as the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but Commitments); provided, further, if a Default subject to a portion cure period under Section 8.1(e) has occurred, but such cure period has not yet expired, then (i) until the earlier of (x) the cure of the Default or (y) the expiration of such Revolving Commitments in an amount equal to cure period, all 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 dayProceeds, as the case may be, shall be applied to prepay Revolving Loans (without a reduction in Revolving Commitments) and, to the extent of receipt thereofany excess, prepayment held for the benefit of Loans 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 required hereunder (the case may be, shall be applied to prepay Indebtedness in which case accordance with the requirements of Section 4.02(b) shall not apply with respect to such amount2.17(b)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05.”

Insurance/Condemnation Proceeds. No later than the fifth third (3rd) Business Day following the date of receipt by Borrower the Company or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Restricted Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds from insurance or any condemnation, taking or other Casualty, in excess of $3,000,000 received in any fiscal year through each case with respect to Term Priority Collateral, the applicable date of determination, Borrower Borrowers shall prepay, subject to the provisions of Section 2.04(c) below, prepay the Term Loan as set forth Section 2.11(c) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000Proceeds; provided provided, so long as (xi) no Event of Default shall have occurred and be continuing and continuing, (yii) the aggregate amount Company has delivered to the Administrative Agent written notice promptly following receipt of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) setting forth the Company’s intention to apply or reinvest the Net Proceeds received to the costs of replacement of the Borrower’s consolidated total assetsproperties or assets that are the subject of such condemnation, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower taking or one other casualty or more the cost of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days purchase or construction of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in other assets of the general type used useful in the business of Borrower the 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, which investment may include Restricted Subsidiaries shall have the repair, restoration or 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 applicable assets thereof; providedthat are the subject of such condemnation, further, pending any such investment all such Net Insurance/Condemnation Proceeds, as taking or other casualty or the case may be, shall be costs of purchase or construction of other assets useful in the business of the Company and its Subsidiaries unless and to the extent that either (x) applied to prepay Revolving Loans to the extent outstanding (such applicable period shall have expired without a reduction in Revolving Commitments but subject to a portion of such Revolving Commitments in an amount equal to such Net Insurance/Condemnation Proceeds replacement, purchase or construction being reserved and only available for (A) investment thereof in the replacement assets anticipated in this Section 2.04(b)(iii) made 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 amount)) on the last day of the current Interest Period(s) thereofcompleted, or (y) invested there shall occur an Event of Default that is continuing, then, in Cash either case, any amounts held for reinvestment by the Company or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan its Restricted Subsidiaries shall be accompanied by all accrued interest thereon, together applied to the Term Loan in accordance with the amounts set forth in Section 3.052.11(c).”

Insurance/Condemnation Proceeds. No later than the fifth first Business Day following the date of receipt by Borrower Holdings or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds in excess of $3,000,000 received in any fiscal year through the applicable date of determinationProceeds, Borrower shall prepay, subject to prepay the provisions of Loans as set forth in Section 2.04(c2.14(b) below, the Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of Proceeds; provided, that (i) if the Borrowing Base Overadvance Amount is $3,000,000; provided 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 (x) no Default or Event of Default shall have occurred and be continuing continuing, and (yiv) to the extent that aggregate amount of such Net Insurance/Condemnation Proceeds does from the Closing Date through the applicable date of determination do not exceed thirty percent (30%) of the Borrower’s consolidated total assets$500,000 per Fiscal Year, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower shall have the option, directly or through one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in long term productive assets of the general type used in the business of Borrower Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided, provided further, that pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject Commitments); provided further, that Holdings shall have the option to a portion of such Revolving Commitments invest up to $500,000 in an amount equal to such Net Insurance/Condemnation Proceeds being reserved and only available for (A) investment thereof received by Holdings 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 amount)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together connection with the amounts set forth Southaven Casualty Event relating to fixed assets (including, without limitation, any racking systems) to restore operations in Section 3.05Southaven, Mississippi.”

Insurance/Condemnation Proceeds. No 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 fifth three Business Day Days following the date of receipt of the Net Insurance Proceeds or Net Condemnation Proceeds by Borrower an Obligor or any of its Subsidiaries Restricted Subsidiaries, or if later, the six-month period referenced above (or on such later date as it is determined that the 180th or 271st day, as the case may be, day if the first proviso hereto appliesproceeds will not be applied in accordance with an agreement entered into within such six-month period), or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds 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 Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000; provided so long as (x) no Event of Default shall have occurred and be continuing and (y) the aggregate amount of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of the Borrower’s consolidated total assets, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower or one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in assets of the general type used in the business case of Borrower proceeds derived from Collateral and its Subsidiaries, for which investment may include the repair, restoration or replacement timing of the applicable assets thereof; provided, further, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion of such Revolving Commitments in an amount equal to such Net Insurance/Condemnation Proceeds being reserved and only available prepayment is otherwise provided for (A) investment thereof in the replacement assets anticipated in this Section 2.04(b)(iii) Security Agreement or (B) after the 180th or 271st dayother Security Document, 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 amount)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until at such time as such Net Asset Sale Proceeds are applied determined in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together accordance with the amounts set forth in Section 3.05applicable provisions thereof.”

Insurance/Condemnation Proceeds. No later than the fifth third Business Day following the date of receipt by Borrower or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Restricted Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds in excess of $3,000,000 received 5,000,000 in the aggregate in any fiscal year through the applicable date of determinationFiscal Year, Borrower shall prepay, subject to prepay the provisions of Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.04(c2.15(b) below, the Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000Proceeds; provided provided, so long as (x) no Event of Default shall have occurred and be continuing and (y) the aggregate amount of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of the Borrower’s consolidated total assetscontinuing, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower shall have the option, directly or through one or more of its Subsidiaries (A) commits Restricted Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of twelve months after receipt thereof and (B) thereafter invests or if Borrower or such Restricted Subsidiary has committed to so invest such Net Insurance/Condemnation Proceeds in writing within such 12-month period, to invest such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in assets 18 months of the general type receipt thereof) in real estate, equipment and other fixed or capital assets used or useful in the business of 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; provided, further, pending any such investment all such Net Insurance/Condemnation Proceeds, as in which case the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion amount of such Revolving Commitments in an amount equal to such Net Insurance/Condemnation Proceeds being reserved and only available for invested shall not be required to be applied to repay the Loans (Awith a reduction in Revolving Commitments) investment thereof in the replacement assets anticipated in pursuant to 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 amount2.14(b)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05.”

Insurance/Condemnation Proceeds. No later than the fifth third Business Day following the date of receipt by Borrower or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Restricted Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds in excess of $3,000,000 received 2,500,000 in the aggregate in any fiscal year through the applicable date of determinationFiscal Year, Borrower shall prepay, subject to prepay the provisions of Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.04(c2.15(b) below, the Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000Proceeds; provided provided, so long as (x) no Event of Default shall have occurred and be continuing and (y) the aggregate amount of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of the Borrower’s consolidated total assetscontinuing, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower shall have the option, directly or through one or more of its Subsidiaries (A) commits Restricted Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of twelve months after receipt thereof and (B) thereafter invests or if Borrower or such Restricted Subsidiary has committed to so invest such Net Insurance/Condemnation Proceeds in writing within such 12-month period, to invest such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in assets 18 months of the general type receipt thereof) in real estate, equipment and other fixed or capital assets used or useful in the business of 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; provided, further, pending any such investment all such Net Insurance/Condemnation Proceeds, as in which case the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion amount of such 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) invested shall not apply be required to be applied to repay the Loans (with respect a reduction in Revolving Commitments) pursuant to such amountSection 2.14(b)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05.”

Insurance/Condemnation Proceeds. No later than the fifth (5th) Business Day following the date of receipt by Borrower Holdings or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds in excess of $3,000,000 received 2,000,000, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in any fiscal year through the applicable date of determination, Borrower shall prepay, subject to the provisions of Section 2.04(c2.14(b) below, the Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000Proceeds; provided provided, so long as (x) no Default or Event of Default shall have occurred and be continuing and (y) continuing, upon delivery of a written notice to Administrative Agent, Company shall have the aggregate amount of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of the Borrower’s consolidated total assetsoption, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower directly or through one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one three hundred eighty sixty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270360) days of receipt thereof in assets of the general type used in the business of Borrower Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided, provided further, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may shall be, shall be at the option of the Company, either (xi) held at all times prior to such investment, in an escrow account in form and substance reasonably acceptable to Administrative Agent, or (ii) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to Commitments) and upon such application, the Administrative Agent shall establish a portion of such Revolving Commitments reserve against Availability in an amount equal to the amount of such Net Insurance/Condemnation Proceeds being reserved and only available for (A) investment so applied and, to the extent such Net Insurance/Condemnation Proceeds exceed the amount required to prepay all such Revolving Loans, the balance 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 be held at all times prior to such amount)reinvestment in an escrow account in form and substance reasonable acceptable to Administrative Agent. In the event that the Net Insurance/Condemnation Proceeds are not invested by Company prior to the earlier of (i) on the last day of such three hundred sixty (360) day period and (ii) the current Interest Period(s) thereofdate of the occurrence of an Event of Default, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as Administrative Agent shall apply such Net Asset Sale Insurance/Condemnation Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with to the amounts Obligations as set forth in Section 3.052.14(b).”

Insurance/Condemnation Proceeds. No later than the fifth Business Day [**] following the date of receipt by Borrower or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Loan Party, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds from any individual insurance payment or any condemnation, taking or other casualty event in excess of $3,000,000 received in any fiscal year through the applicable date of determination[**], Borrower shall prepayCompany shall, subject to the provisions of Section 2.04(c) below2.11(b), prepay the Term Loan as set forth in Section 2.11(a) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000[**]; provided provided, (i) so long as (x) no Default or Event of Default shall have occurred and be continuing continuing, (ii) Company has delivered Administrative Agent prior written notice of Company’s intention to apply the Reinvestment Amounts to Permitted Reinvestment Purposes, and (yiii) the aggregate amount Loan Parties complete such purchase within [**] after the initial receipt of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of monies, the Borrower’s consolidated total assets, Borrower need not so Loan Parties shall have the option to apply such Net Insurance/Condemnation Proceeds so long as Borrower or one or more of its Subsidiaries (A) commits [**]% of such Reinvestment Amounts in an aggregate amount not to invest such Net Insurance/Condemnation Proceeds within one hundred eighty exceed (1801) days $[**] in respect of receipt thereof any individual event and (2) $[**] in the aggregate during the term of this Agreement; and (B) thereafter invests [**]% of such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days Reinvestment Amounts to any Permitted Reinvestment Purposes to the extent that such Reinvestment Amounts exceed $[**] in respect of receipt thereof in assets of the general type used any individual event or exceed $[**] in the business aggregate during the term of Borrower and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereofthis Agreement; provided, further, pending that if any such investment all such Net Insurance/Condemnation ProceedsProceeds are no longer intended to be or cannot be so reinvested during the applicable [**] period, as the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but and subject to a portion of such Revolving Commitments in Section 2.11(b), an amount equal to any such Net Insurance/Condemnation Proceeds being reserved and only available for (A) investment thereof in shall be applied within [**] after Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to 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 the Term Loans as required hereunder (in which case the requirements of Section 4.02(b) shall not apply with respect to such amount)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.052.11(a).”

Insurance/Condemnation Proceeds. No later than If, within the fifth Business Day following period of one ------------------------------- hundred eighty (180) days after the date of receipt by Borrower Company or any of its Restricted Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies), or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds in excess of $3,000,000 received in any fiscal year through the applicable date of determinationProceeds, Borrower shall prepay, subject OpCo (or to the provisions extent such Net Asset Sale Proceeds are proceeds of Section 2.04(cthe sale of assets of Company, Company) below, the Term Loan in an aggregate amount equal has not invested (or committed to invest within 180 days and actually invested within a period of 270 days) such Net Insurance/Condemnation Proceeds in long term productive assets of general type used in the business of Company and its Restricted Subsidiaries, as certified to Administrative Agent by Company then, to the extent the applicable Borrower has not previously done so, the applicable Borrower shall prepay Loans and the Commitments shall be permanently reduced as set forth in Section 2.13, in either case in an amount equal to the excess of $3,000,000; provided so long as (x) no Event of Default shall have occurred and be continuing and (y) the aggregate amount of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%over amounts invested as aforesaid; provided, that, notwithstanding the -------- foregoing, any prepayment under this Section 2.12(b) arising due to Net Insurance/Condemnation Proceeds in respect of assets purchased with the Borrower’s consolidated total assetsproceeds of Purchase Money Loans shall be applied by Company to the prepayment of Purchase Money Loans. Pending a determination on whether any Net Insurance/Condemnation Proceeds shall be applied to prepay outstanding Loans and/or reduce Commitments pursuant to the preceding sentence, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower or one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in assets of the general type used in the business of Borrower 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, as the case may be, shall be (x) applied to prepay outstanding Revolving Loans to the extent outstanding (without a reduction in the Revolving Commitments but subject to a portion of such 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 amountLoan Commitments)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05.”

Insurance/Condemnation Proceeds. No later than the fifth first Business Day following the date of receipt by Borrower Holdings or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds received with respect to Term Priority Collateral (or, after the Discharge of ABL Obligations, Net Insurance/Condemnation Proceeds of any Collateral), Company shall offer to prepay the Loans as set forth 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(cSections 2.14(b) below, the Term Loan and 2.14(d) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000Proceeds; provided provided, so long as (x) no Default or Event of Default shall have occurred and be continuing and (y) the aggregate amount on or as of such Net Insurance/Condemnation Proceeds does not exceed thirty percent first Business Day, Company shall have the option (30%) of the Borrower’s consolidated total assetsexercisable upon written notice thereof to Administrative Agent on or prior to such first Business Day), Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower directly or through one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) 365 days of receipt thereof in long-term productive assets of the general type used in the business of Borrower 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, further, pending any such investment at any time that Net Insurance/Condemnation Proceeds not so invested shall equal or exceed $5,000,000 in the aggregate, an amount equal to all such Net Insurance/Condemnation Proceeds, as the case may be, Proceeds shall be deposited by Company, unless waived by Administrative Agent in its sole discretion, in a 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 release of such funds to Company upon delivery to Administrative Agent of a certificate of an officer of Company certifying that such funds shall, upon release of such funds, be applied to prepay Revolving Loans in accordance this Section 2.13(b) and (y) to the extent outstanding (without a reduction such amounts are not applied in Revolving Commitments but subject to a portion of such Revolving Commitments in an amount equal to such Net Insurance/Condemnation Proceeds being reserved accordance with, and only available for (A) investment thereof in at the replacement assets anticipated in times required by, this Section 2.04(b)(iii) 2.13(b), all such funds then held by Administrative Agent shall be immediately applied by Administrative Agent, or (B) after the 180th or 271st dayimmediately paid over to Administrative Agent to be applied, 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 amount)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.052.14(b)).”

Insurance/Condemnation Proceeds. No later than the fifth one (1) Business Day following the date of receipt by any Borrower or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds in excess of $3,000,000 received in any fiscal year through the applicable date of determinationProceeds, Borrower Borrowers shall prepay, subject to the provisions of Section 2.04(c) below, prepay the Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds Proceeds, which amount shall be applied to the outstanding principal installments of the Term Loan in excess the inverse order of $3,000,000the maturities thereof; provided provided, (i) so long as (x) no Default or Event of Default shall have occurred and be continuing continuing, and (yii) Borrowers shall have the aggregate amount of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of the Borrower’s consolidated total assetsoption, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower directly or through one or more of its Subsidiaries (A) commits 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 one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in assets of the general type used in the business of Borrower and its Subsidiaries, which investment may include the to repair, restoration restore or replacement of replace the applicable assets thereof; provided, further, pending any such investment all giving rise to such Net Insurance/Condemnation Proceeds, as . Each prepayment of the case may be, Term Loan made pursuant to this Section 2.3(c)(iii) shall be not require any Prepayment Premium. It is understood and agreed that (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject to a portion proceeds of such 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) PNC Priority Collateral shall not apply be applied as provided above so long as PNC Obligations remain outstanding in compliance with respect to the Intercreditor Agreement and such amount)) amounts are applied in accordance with the terms of the PNC Credit Agreement as in effect on the last day of date hereof to reduce the current Interest Period(s) thereof, or PNC Obligations and (y) invested in Cash the Term Loan Priority Collateral (including the Boston FCC License (or Cash Equivalents the equity of the entity that directly or indirectly holds any such Boston FCC License)) are not PNC Priority Collateral and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan the proceeds thereof shall be accompanied by all accrued interest thereon, together with used to mandatorily prepay the amounts set forth in Section 3.05Term Loan and not any loans or obligations under the PNC Credit Agreement.”

Insurance/Condemnation Proceeds. No later than the fifth Business Day following the date of receipt by Borrower Holdings or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds in excess of $3,000,000 received in any fiscal year through the applicable date of determinationProceeds, Borrower shall prepay, subject to prepay the provisions of Loans as set forth in Section 2.04(c2.15(b) below, the Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000Proceeds; provided provided, so long as (x) no Event of Default shall have occurred and be continuing and (y) the aggregate amount of such Net Insurance/Condemnation Proceeds does not exceed thirty percent (30%) of the Borrower’s consolidated total assetscontinuing, Borrower need not so apply such Net Insurance/Condemnation Proceeds so long as Borrower shall have the option, directly or through one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds within one hundred eighty twelve (18012) days of receipt thereof and (B) thereafter invests such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days months of receipt thereof in long term productive assets of the general type used in the business of Borrower 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 thereof; providedthereof (or, further, pending any such investment all solely to the extent that such Net Insurance/Condemnation ProceedsProceeds have been committed in writing to be so invested during such twelve-month period, as the case may be, shall be later of (x) applied ninety (90) days after the date of such commitment and (y) the end of such twelve-month period); and provided, further, that if any Default shall have occurred and be continuing which has not matured into an Event of Default, (1) the Borrower shall not be permitted to prepay Revolving Loans invest such Net Insurance/Condemnation Proceeds pursuant to the foregoing proviso until such time as such Default shall no longer be continuing, and (2) to the extent outstanding (without a reduction in Revolving Commitments but subject that such Default shall mature into an Event of Default, the Borrower shall, no later than the next succeeding Business Day, be required to a portion of such Revolving Commitments prepay the Loans in an aggregate 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 amount)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05Proceeds.”

Insurance/Condemnation Proceeds. No later than the fifth first Business Day following the date of receipt by Borrower any Credit Party or any of its Subsidiaries (or on the 180th or 271st day, as the case may be, day if the first proviso hereto applies)Subsidiaries, or Administrative Collateral Agent as lender loss payee, of any Net Insurance/Condemnation Proceeds (it being understood that such Net Insurance/Condemnation Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth 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(c2.14(b) below, the Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds in excess of $3,000,000Proceeds; provided provided, (i) so long as (x) no Event of Default shall have occurred and be continuing continuing, and (yii) to the extent that aggregate amount of such Net Insurance/Condemnation Proceeds does from the Closing Date through the applicable date of determination do not exceed thirty percent $1,500,000 in any twelve consecutive month period (30%) of such amounts, the Borrower’s consolidated total assets, Borrower need not so apply such Net “Insurance/Condemnation Proceeds so long as Borrower Reinvestments Amounts”), Company shall have the option, directly or through one or more of its Subsidiaries (A) commits to invest such Net Insurance/Condemnation Proceeds Reinvestment Amounts within one hundred eighty (180) days of receipt thereof and (B) thereafter invests such Net the “Insurance/Condemnation Proceeds within two hundred seventy (270Reinvestment Period”) days of receipt thereof in long term productive assets of the general type used in the business of Borrower Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable relevant assets thereofin respect of which such Net Insurance/Condemnation Proceeds were received; provided, provided further, pending any such investment all such Net Insurance/Condemnation ProceedsReinvestment Amounts, as the case may be, shall be (x) applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments but subject Commitments) and, to a portion of the extent such Insurance/Condemnation Reinvestment Amounts exceed the amount required to prepay all such Revolving Commitments 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 applicable Insurance/Condemnation Reinvestment Period, and (ii) the occurrence of an Event of Default, then, at such time, an Event of Default shall be deemed to have occurred and be continuing under this Section 2.13(b) until a prepayment is made (or any such escrow is applied by Administrative Agent as a prepayment) 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 Reinvestment Amounts that have not apply with respect to such amount)) on the last day of the current Interest Period(s) thereof, or (y) invested in Cash or Cash Equivalents and deposited in a segregated account of Borrower and held therein until such time as such Net Asset Sale Proceeds are applied in payment of such investment. Any prepayment of an Offshore Rate Loan shall be accompanied by all accrued interest thereon, together with the amounts set forth in Section 3.05been so reinvested.”