Common use of Insurance/Condemnation Proceeds Clause in Contracts

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no later than the third Business Day following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or (ii) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months of receipt thereof in other assets of the general type used or useful in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof.

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third tenth Business Day following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower Borrowers shall prepay the Loans and/or the Revolving Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower Borrowers shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve 365 days of receipt thereof (or within fifteen months of receipt thereof if a binding agreement to reinvest is entered into within two hundred seventy days of receipt) in long term productive or (ii) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months of receipt thereof in other capital assets of the general type used or useful in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided further, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third Business Day following the date of receipt by Holdings Borrower or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loans as set forth in Section 2.15(b2.15(a) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $15,000,000 (excluding any Net Insurance/Condemnation Proceeds previously used to prepay the Loans pursuant to this Section 2.14(b)), Borrower shall have the optionoption at its sole discretion, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months one year of receipt thereof (or (ii) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months of receipt thereof if a binding agreement to reinvest is entered into within one year of receipt) in other long term productive assets of the general type used or useful in the business of Holdings Borrower and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof.

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third Business Day following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower Company shall prepay the Loans and/or the Revolving Loans Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower Company shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or three hundred sixty five (ii365) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings and its Subsidiariesa Permitted Business, 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 applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings Company or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower Company shall prepay the Loans and/or the Revolving Loans Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $5,000,000, Company shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or (ii) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months one hundred eighty days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings Company 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 applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third Business Day following the date of receipt (after the Closing Date) by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loans as set forth in Section 2.15(b) Term Loan in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds in any Fiscal Year do not exceed $1,000,000, Borrower shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months two hundred seventy (270) days of receipt thereof (or, if the Borrower or (ii) one or more of its Subsidiaries has entered into a binding contract to commit to invest such reinvest the Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months of 270 day period, 360 days following receipt thereof thereof) in other long term productive assets of the general type used or useful in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof.

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings Borrower or any of its Subsidiaries, or Administrative Collateral Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loans as set forth in Section 2.15(b2.14(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $5,000,000, Borrower shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or one hundred eighty (ii180) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings 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 applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third three (3) Business Day Days following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower Company shall prepay the Loans and/or the Revolving Loans Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $5,000,000, Company shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or (ii) to commit to invest such Net Insurance/Condemnation Proceeds within such twelvein long-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months of receipt thereof in other term productive assets of the general type used or useful in the business of Holdings 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 further, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third tenth Business Day following the date of receipt by Holdings Company or any of its Restricted Subsidiaries, or Collateral Agent or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds (or, in the event such Net Insurance/Condemnation Proceeds are subject to distribution limitations contained in any Project document or any instrument or agreement governing the terms of any permitted refinancing thereof, no later than the fifth Business Day after the last of such distribution limitations (as the same relates to such Net Insurance/Condemnation Proceeds) expires), Borrower Company shall prepay the Loans and/or the Revolving Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, so long as no Default that Net Insurance/Condemnation Proceeds up to $25,000,000 per Fiscal Year shall not be applied for prepayment under Sections 8.1(athis Section 2.14(b); provided, (f) and (g) or Event of Default shall have occurred and be continuingfurther, Borrower Company shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest or commit to reinvest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or (ii) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months 365 days of receipt thereof in other capital assets of the general type used or useful in the business of Holdings Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereofthereof (or to reimburse Company and its Subsidiaries for costs incurred in respect of such loss), and as the proceeds used to consummate Permitted Acquisitions.

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings Borrower or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall (to the extent not otherwise required to be actually applied to the prepayment of the First Lien Obligations, and subject to the Intercreditor Agreement) prepay the Loans and/or the Revolving Loans as set forth in Section 2.15(b2.3(c) or 2.3(e), as applicable, in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $7,500,000, Borrower shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or one hundred eighty (ii180) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings Borrower and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof.

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings NCH or any of its Restricted Subsidiaries, or the Administrative Agent as loss payee, of the proceeds of any Net Insurance/Condemnation ProceedsInsurance Recovery or the proceeds of any condemnation awards, the Borrower shall prepay pay to the Administrative Agent as a prepayment of the Term Loans, the Incremental Facility Loans and/or the Revolving Loans Credit Commitments shall be permanently reduced as set forth in Section 2.15(b) in 2.8(f), an aggregate amount equal to 100% of such Net Insurance/Condemnation ProceedsInsurance Recovery and condemnation proceeds; provided, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, and (ii) to the extent that the aggregate of any such Insurance Recoveries and condemnation proceeds in any period of 12 consecutive months do not exceed $1,000,000, the Borrower shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Restricted Subsidiaries to invest such Net Insurance/Condemnation Proceeds Insurance Recoveries and condemnation proceeds within twelve months of receipt thereof or (ii) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months 365 days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings the Borrower and its Restricted Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof.

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third Business Day following the date of receipt by Holdings Company or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or and the Revolving Loans Commitments shall be permanently reduced as set forth in Section 2.15(b) 2.12 in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, PROVIDED THAT so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower Company shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) to invest apply such Net Insurance/Condemnation Proceeds within twelve months two hundred and seventy (270) days of receipt thereof or (ii) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months of receipt thereof in other assets of the general type used or useful in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereofof Company or its Subsidiaries, PROVIDED THAT such Net Insurance/Condemnation Proceeds (supplemented by use of any Unrestricted Cash Collateral) are sufficient to complete such repair, restoration or replacement; PROVIDED FURTHER that pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay outstanding Revolving Loans (without a reduction in Revolving Loan Commitments)."

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower Company shall prepay the Loans and/or the Revolving Loans Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $10,000,000 in the aggregate, Company shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or (ii) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months three hundred sixty (360) days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings Company 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 applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loans as set forth in Section 2.15(b2.14(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, that (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $500,000 per Fiscal Year, Borrower shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or one hundred eighty (ii180) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided further, that pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower Company shall prepay the Loans and/or the Revolving Loans Commitments shall be permanently reduced as set forth in Section 2.15(b2.14(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; providedPROVIDED, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $10,000,000, Company shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or two hundred seventy (ii270) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; PROVIDED FURTHER, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower Company shall prepay the Loans and/or the Revolving Loans Commitments shall be permanently reduced as set forth in Section 2.15(b2.14(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; providedPROVIDED, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $10,000,000, Company shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or two hundred seventy (ii270) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided FURTHER, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings or any of its SubsidiariesNewPageHoldCo, or Administrative Agent as loss payee, of any Net Insurance/Condemnation ProceedsProceeds (other than Net Insurance/Condemnation Proceeds arising from or with respect to any Revolving Credit Collateral as defined in the Intercreditor Agreement), Borrower NewPageCo shall prepay the Loans and/or the Revolving Term Loans as set forth in Section 2.15(b) 2.15 in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower continuing NewPageCo shall have the option, directly or through one or more of its SubsidiariesSubsidiaries to invest, in lieu of paymentor enter into binding commitments to invest, (i) to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or (ii) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months one hundred eighty days of receipt thereof in other assets of the general type used or useful in the business of Holdings and its SubsidiariesPermitted Businesses, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided further, all such Net Insurance/Condemnation Proceeds shall be so invested within 360 days of receipt thereof.

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower Company shall prepay the Loans and/or the Revolving Loans Commitments shall be permanently reduced as set forth in Section 2.15(b2.14(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower and (ii) so long as the reinvestment of any such Net Insurance/Condemnation Proceeds are considered Consolidated Capital Expenditures in determination of the Fixed Charge Coverage Ratio, Company shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or two hundred seventy (ii270) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided further, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings NCH or any of its Restricted Subsidiaries, or the Administrative Agent as loss payee, of the proceeds of any Net Insurance/Condemnation ProceedsInsurance Recovery or the proceeds of any condemnation awards, the Borrower shall prepay pay to the Administrative Agent as a prepayment of the Term Loans and/or the Revolving Loans Credit Commitments shall be permanently reduced as set forth in Section 2.15(b) in 2.8(f), an aggregate amount equal to 100% of such Net Insurance/Condemnation ProceedsInsurance Recovery and condemnation proceeds; provided, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, and (ii) to the extent that the aggregate of any such Insurance Recoveries and condemnation proceeds in any period of 12 consecutive months do not exceed $1,000,000, the Borrower shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Restricted Subsidiaries to invest such Net Insurance/Condemnation Proceeds Insurance Recoveries and condemnation proceeds within twelve months of receipt thereof or (ii) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months 365 days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings the Borrower and its Restricted Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof.

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings Borrower or any of its Subsidiaries, or Administrative Collateral Agent and/or Joint First Lien Collateral Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loans as set forth in Section 2.15(b2.16(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $10,000,000, Borrower shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or (ii) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months three hundred sixty five days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings 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, may be applied to prepay Revolving Loans under the Revolving Credit Agreement to the extent outstanding (without a reduction in Revolving Commitments thereunder).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings Company or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower Company shall prepay the Loans and/or the Revolving Loans Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the date hereof through the applicable date of determination do not exceed $5,000,000, Company shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or (ii) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months one hundred eighty days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings Company 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 applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings Company or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower Company shall prepay the Loans and/or the Revolving Loans Commitments shall be permanently reduced as set forth in Section 2.15(b2.14(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $250,000, Company shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or one hundred eighty (ii180) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings Company 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 applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third second Business Day following the date of receipt by Holdings Borrower or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loans as set forth in Section 2.15(b2.30(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower shall have the option, directly or through one or more of its Subsidiaries, in lieu of paymentwithin 365 days after receipt thereof, (i) to invest such any Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or (ii) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months of receipt thereof in other assets of the general type used or useful in the business of Holdings Borrower and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided further, notwithstanding any plan to make any such investment, all such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied not later than the second Business Day following the date of receipt by Borrower to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings the Borrower or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loans Commitments shall be permanently reduced as set forth in Section 2.15(b2.13(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, provided (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $175,000, Borrower shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or one hundred eighty (ii180) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings the 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 applied to prepay outstanding Revolving Credit Loans (without a reduction in Revolving Credit Commitments).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings Company or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower Company shall prepay the Loans and/or the Revolving Loans Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000, Company shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or (ii) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months three hundred sixty days of receipt thereof in other productive assets of the general type used or useful in the business of Holdings Company 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 applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings the Borrower or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loans Credit Commitments shall be permanently reduced as set forth in Section 2.15(b2.10(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, provided (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $100,000 Borrower shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or one hundred eighty (ii180) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings the 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 applied to prepay outstanding Revolving Loans (without a reduction in Revolving Credit Commitments).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower Company shall prepay the Loans and/or the Revolving Loans Commitments shall be permanently reduced as set forth in Section 2.15(b2.14(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, PROVIDED (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $10,000,000, Company shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or two hundred seventy (ii270) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, PROVIDED FURTHER, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings Borrower or any of its Subsidiaries, or Administrative Collateral Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or the Revolving Loans as set forth in Section 2.15(b2.16(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $10,000,000, Borrower shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or (ii) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months three hundred sixty five days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings 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 applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third first Business Day following the date of receipt by Holdings Company or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower Company shall prepay the Loans and/or the Revolving Loans Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Effective Date through the applicable date of determination do not exceed $5,000,000, Company shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) Subsidiaries to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or (ii) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months one hundred eighty days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings Company 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 applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

Insurance/Condemnation Proceeds. Subject to Section 2.14(h), no No later than the third Business Day following the date of receipt by Holdings Company or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Loans and/or and the Revolving Loans Commitments shall be permanently reduced as set forth in Section 2.15(b) 2.12 in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided, provided that so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower Company shall have the option, directly or through one or more of its Subsidiaries, in lieu of payment, (i) to invest such Net Insurance/Condemnation Proceeds within twelve months of receipt thereof or two hundred seventy (ii270) to commit to invest such Net Insurance/Condemnation Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months days of receipt thereof in other long term productive assets of the general type used or useful in the business of Holdings Borrower and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereofof Company or its Subsidiaries; provided further that pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay outstanding Revolving Loans (without a reduction in Revolving Loan Commitments).