Common use of Insurance/Condemnation Proceeds Clause in Contracts

Insurance/Condemnation Proceeds. No later than ten Business Days following the date of receipt by Borrower or any of its Restricted Subsidiaries, or Administrative Agent or Collateral Trustee as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Term Loans 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 assets that are, in the reasonable business judgment of the Borrower, useful in the business of the Borrower or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) (or used to replace damaged or destroyed assets) and certifies in such notice that no Event of Default then exists, then the Borrower shall not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted Subsidiary, or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so reinvest such Net Insurance/Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds are so reinvested within 180 days after the expiration of such 365-day period; provided that, to the extent such Net Insurance/Condemnation Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans after the expiration of such period in an amount equal to such Net Insurance/Condemnation Proceeds less any amount so reinvested; provided, further that, if such casualty or taking includes any Collateral, the assets in which the 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 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestment.

Insurance/Condemnation Proceeds. No later than ten Subject to the terms of the Ground Lease and the Operating Lease, Grantor hereby assigns to Beneficiary all insurance proceeds or Condemnation (defined in Section 9 below) awards which Grantor may be entitled to receive for loss or damage to, or a taking of, the Security. In the event of loss or damage to, or a taking of, the Security, the proceeds of said insurance or Condemnation award shall be payable to Beneficiary alone and Grantor hereby authorizes and directs any affected insurance company or government agency to make payment of the insurance proceeds or Condemnation awards directly to Beneficiary. In the event that any such insurance proceeds or Condemnation awards are paid directly to Grantor, Grantor shall make such proceeds or awards available to Beneficiary within five (5) Business Days following of Grantor’s receipt thereof. No such loss or damage shall itself reduce the date Indebtedness unless Beneficiary elects to apply the proceeds and such proceeds are actually applied to the Indebtedness as provided in Section 10 below. Prior to an Event of receipt by Borrower Default, Grantor and Beneficiary shall jointly and reasonably agree on the prompt adjustment and compromise of such loss, to collect and receive such proceeds or awards and to endorse any check in payment thereof. During an Event of its Restricted SubsidiariesDefault, or Administrative Agent in the event of a loss or Collateral Trustee as damage to, or a taking of, the security in excess of $1,500,000, Beneficiary is authorized to adjust and compromise such loss payeewithout the consent of Grantor, to collect and receive such proceeds or awards in the name of Beneficiary and Grantor and to endorse Grantor’s name upon any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Term Loans check in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; providedpayment thereof. Furthermore, if prior an insurance claim is no greater than $250,000 (a “Minor Claim”), Beneficiary agrees that insurance proceeds may be made available directly 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 assets that are, in the reasonable business judgment of the Borrower, useful in the business of the Borrower or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) (or used to replace damaged or destroyed assets) and certifies in such notice Grantor provided that no Event of Default is then existsin existence and so long as Grantor promptly commences and diligently pursues to completion any required restoration Work utilizing such insurance proceeds. Subject to the provisions of Sections 9, 10 and 11 hereof, such proceeds or awards shall be applied first toward reimbursement of all costs and expenses of Beneficiary in collecting said proceeds or awards, then toward payment of the Borrower Indebtedness or any portion thereof, whether or not then due and payable, in whatever order Beneficiary may elect, or Beneficiary may, at its option, make said insurance proceeds or Condemnation awards available to Grantor in whole or in part toward restoration of the Security for which such insurance proceeds or Condemnation awards shall not be required to make a prepayment have been paid. In the event of foreclosure of this Deed of Trust or other transfer of title to the extent (x) Security and extinguishment, in whole or in part, of the Net Insurance/Condemnation Proceeds are so reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted SubsidiaryIndebtedness, all right, title, and interest of Grantor in and to any insurance policy, or (y) if the Borrower and/or such Restricted Subsidiarypremiums or payments in satisfaction of claims or any other rights thereunder then in force, as applicable, has committed in writing to so reinvest such Net Insurance/Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds are so reinvested within 180 days after the expiration of such 365-day period; provided that, shall pass to the extent purchaser or grantee notwithstanding the amount of any bid at such Net Insurance/Condemnation Proceeds have not been so reinvested prior to foreclosure sale. Nothing contained herein shall prevent the expiration accrual of interest as provided in the Note on any portion of the applicable period, principal balance due under the Borrower shall promptly prepay Note until such time as the outstanding Term Loans after insurance proceeds or Condemnation awards are actually received and applied to reduce the expiration of such period in an amount equal to such Net Insurance/Condemnation Proceeds less any amount so reinvested; provided, further that, if such casualty or taking includes any Collateral, the assets in which the 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 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestmentprincipal balance outstanding.

Insurance/Condemnation Proceeds. No later than ten Business Days following Subject to the date provisions of receipt by this Section and Sections 9, 10 and 11 hereof, Borrower hereby assigns to Lender all proceeds of any insurance or condemnation awards, which Borrower may be entitled to receive for any of its Restricted Subsidiariesloss or damage to, or Administrative Agent a taking of, the Security. Unless an Event of Default or Collateral Trustee as loss payee, Potential Event of any Net Insurance/Condemnation ProceedsDefault exists and is continuing, Borrower shall prepay be permitted to make proof of loss, to adjust, settle and compromise (i) any claim under insurance policies in connection with any fire or other casualty, or (ii) any proceeding for the Term Loans 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 condemnation of the Borrower’s and/or its Restricted Subsidiary’s intention to reinvest the Net Insurance/Condemnation Proceeds in assets that areSecurity, in the reasonable business judgment of the Borrower, useful in the business of the Borrower or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) (or used to replace damaged or destroyed assets) and certifies in such notice that no Event of Default then exists, then the Borrower shall not be required to make a prepayment each case 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, casualty loss or (y) if the Borrower and/or such Restricted Subsidiarycondemnation award, as applicable, has committed is not reasonably anticipated by Borrower to exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00). With respect to any such casualty loss or condemnation award which Borrower reasonably anticipates to exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), Borrower hereby authorizes and empowers Lender, at Lender’s option and in writing to so reinvest such Net Insurance/Condemnation Proceeds during such 365Lender’s reasonable discretion as attorney-day period, such Net Insurance/Condemnation Proceeds are so reinvested within 180 days after the expiration of such 365in-day period; provided thatfact for Borrower, to make proof of loss, to adjust, settle and compromise (a) any claim under insurance policies in connection with any fire or other casualty, or (b) any proceeding for the extent such Net Insurance/Condemnation Proceeds have not been so reinvested prior to the expiration condemnation of the applicable periodSecurity. In the event of any loss or damage to, or a taking of, the Security, (i) in excess of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), the proceeds of said insurance or condemnation award shall be payable to Lender alone and Borrower shall promptly prepay hereby authorizes and directs any affected insurance company or government agency to make payment of the outstanding Term Loans after the expiration of such period insurance proceeds or condemnation awards directly to Lender, or (ii) in an amount which is equal to or less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), Lender hereby authorizes and directs any affected insurance company or government agency to make payment of the insurance proceeds or condemnation awards directly to Borrower. Lender agrees to promptly execute and delver any additional authorization or direction required by the insurance company or government agency for the payment of such Net Insurance/Condemnation Proceeds less proceeds or award, and otherwise cooperate with Borrower in obtaining same, provided Lender is not required to pay any amount so reinvested; providedcost or incur any expense in connection therewith. In the event that any such insurance proceeds or condemnation awards are paid directly to Borrower or Lender, further thatas applicable, if in contravention of the provisions of this Security Instrument, Borrower or Lender, as applicable, shall deliver such proceeds or awards to the other party within five (5) days of Borrower’s or Lender’s receipt thereof, as applicable. No such loss or damage shall itself reduce the Indebtedness. With respect to any such casualty loss or taking includes condemnation award which Borrower reasonably anticipates to exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), Lender is authorized to collect and receive such proceeds or awards in the name of Lender and Borrower and to endorse Borrower’s name upon any Collateralcheck in payment thereof. Subject to the provisions of Sections 9, 10 and 11 hereof, such proceeds or awards disbursed to Lender shall be applied first toward reimbursement of all third-party, out-of-pocket costs and expenses of Lender in collecting said proceeds or awards, then toward payment of the assets Indebtedness or any portion thereof, whether or not then due and payable, in whatever order Lender may elect, or Lender may, at its option, apply said insurance proceeds or condemnation awards in whole or in part toward restoration of the Security for which such insurance proceeds or condemnation awards shall have been paid to Lender. In the event of foreclosure of this Security Instrument or other transfer of title to the Security and extinguishment, in whole or in part, of the Indebtedness, all right, title, and interest of Borrower in and to any insurance policy, or premiums or payments in satisfaction of claims or any other rights thereunder then in force, shall pass to the purchaser or grantee notwithstanding the amount of any bid at such foreclosure sale. Nothing contained herein shall prevent the accrual of interest as provided in the Note on any portion of Net Insurance/the principal balance due under the Note until such time as the insurance proceeds or Condemnation Proceeds derived from such Collateral awards are so reinvested as set forth above shall be reinvested in assets of one or more Loan Parties actually received by Lender and applied to reduce the applicable Loan Party shall comply with Section 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestmentprincipal balance outstanding.

Insurance/Condemnation Proceeds. No later than ten Mortgagor hereby assigns to Mortgagee all insurance proceeds or Condemnation (defined in Section 9 below) awards which Mortgagor may be entitled to receive for loss or damage to, or a taking of, the Security. In the event of loss or damage to, or a taking of, the Security, the proceeds of said insurance or Condemnation award shall be payable to Mortgagee alone and Mortgagor hereby authorizes and directs any affected insurance company or government agency to make payment of the insurance proceeds or Condemnation awards directly to Mortgagee. In the event that any such insurance proceeds or Condemnation awards are paid directly to Mortgagor, Mortgagor shall make such proceeds or awards available to Mortgagee within five (5) Business Days following of Mortgagor’s receipt thereof. No such loss or damage shall itself reduce the date Indebtedness unless Mortgagee elects to apply the proceeds and such proceeds are actually applied to the Indebtedness as provided in Section 10 below. Prior to an Event of receipt by Borrower Default, Mortgagor and Mortgagee shall jointly and reasonably agree on the prompt adjustment and compromise of such loss, to collect and receive such proceeds or awards and to endorse any check in payment thereof. During an Event of its Restricted SubsidiariesDefault, or Administrative Agent in the event of a loss or Collateral Trustee as damage to, or a taking of, the security in excess of $1,500,000, Mortgagee is authorized to adjust and compromise such loss payeewithout the consent of Mortgagor, to collect and receive such proceeds or awards in the name of Mortgagee and Mortgagor and to endorse Mortgagor’s name upon any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Term Loans check in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; providedpayment thereof. Furthermore, if prior an insurance claim is no greater than $250,000 (a “Minor Claim”), Mortgagee agrees that insurance proceeds may be made available directly 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 assets that are, in the reasonable business judgment of the Borrower, useful in the business of the Borrower or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) (or used to replace damaged or destroyed assets) and certifies in such notice Mortgagor provided that no Event of Default is then existsin existence and so long as Mortgagor promptly commences and diligently pursues to completion any required restoration Work utilizing such insurance proceeds. Subject to the provisions of Sections 9, 10 and 11 hereof, such proceeds or awards shall be applied first toward reimbursement of all costs and expenses of Mortgagee in collecting said proceeds or awards, then toward payment of the Borrower Indebtedness or any portion thereof, whether or not then due and payable, in whatever order Mortgagee may elect, or Mortgagee may, at its option, make said insurance proceeds or Condemnation awards available to Mortgagor in whole or in part toward restoration of the Security for which such insurance proceeds or Condemnation awards shall not be required to make a prepayment have been paid. In the event of foreclosure of this Mortgage or other transfer of title to the extent (x) Security and extinguishment, in whole or in part, of the Net Insurance/Condemnation Proceeds are so reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted SubsidiaryIndebtedness, all right, title, and interest of Mortgagor in and to any insurance policy, or (y) if the Borrower and/or such Restricted Subsidiarypremiums or payments in satisfaction of claims or any other rights thereunder then in force, as applicable, has committed in writing to so reinvest such Net Insurance/Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds are so reinvested within 180 days after the expiration of such 365-day period; provided that, shall pass to the extent purchaser or grantee notwithstanding the amount of any bid at such Net Insurance/Condemnation Proceeds have not been so reinvested prior to foreclosure sale. Nothing contained herein shall prevent the expiration accrual of interest as provided in the Note on any portion of the applicable period, principal balance due under the Borrower shall promptly prepay Note until such time as the outstanding Term Loans after insurance proceeds or Condemnation awards are actually received and applied to reduce the expiration of such period in an amount equal to such Net Insurance/Condemnation Proceeds less any amount so reinvested; provided, further that, if such casualty or taking includes any Collateral, the assets in which the 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 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestmentprincipal balance outstanding.

Insurance/Condemnation Proceeds. No later than ten Business Days following the date Mortgagor hereby assigns to Mortgagee ------------------------------- all proceeds of receipt by Borrower any insurance or any of its Restricted Subsidiariescondemnation awards which Mortgagor may be entitled to receive for loss or damage to, or Administrative Agent a taking of, the Security. In the event of loss or Collateral Trustee as loss payeedamage to, or a taking of, the Security, the proceeds of said insurance or condemnation award shall be payable to Mortgagee alone and Mortgagor hereby authorizes and directs any Net Insurance/Condemnation Proceeds, Borrower shall prepay affected insurance company or government agency to make payments of the Term Loans in an aggregate amount equal insurance proceeds or condemnation awards directly to such Net Insurance/Condemnation Proceeds; provided, if prior to Mortgagee. In the date of event that any such required prepaymentinsurance proceeds or condemnation awards are paid directly to Mortgagor, Mortgagor shall make such proceeds or awards available to Mortgagee within five (5) days of Mortgagor's receipt thereof. No such loss or damage shall itself reduce the Borrower notifies Indebtedness. Mortgagee is authorized to adjust and compromise such loss without the Administrative Agent in writing consent of the Borrower’s and/or its Restricted Subsidiary’s intention to reinvest the Net Insurance/Condemnation Proceeds in assets that are, in the reasonable business judgment of the Borrower, useful in the business of the Borrower or some or all of its Restricted Subsidiaries Mortgagor (including by way of any Permitted Acquisition) (or used to replace damaged or destroyed assets) and certifies in such notice that no if an Event of Default shall then existsexist), then to collect and receive such proceeds or awards in the Borrower shall not be required name of Mortgagee and Mortgagor and to make a prepayment endorse Mortgagor's name upon any check in payment thereof. Subject to the extent (x) provisions of Sections 9, 10 and 11 hereof, such proceeds or awards shall be applied first toward reimbursement of all reasonable costs and expenses of Mortgagee in collecting said proceeds or awards, and then toward payment of the Net Insurance/Condemnation Proceeds are so reinvested within 365 days following receipt thereof by Indebtedness or any portion thereof, whether or not then due and payable, in whatever order Mortgagee may elect. In the Borrower and/or such Restricted Subsidiaryevent of foreclosure of this Mortgage or other transfer of title to the Security in consideration of the extinguishment, in whole or in part, of the Indebtedness, all right, title, and interest of Mortgagor in and to any insurance policy, or (y) if the Borrower and/or such Restricted Subsidiarypremiums or payments in satisfaction of claims or any other rights thereunder then in force, as applicable, has committed in writing to so reinvest such Net Insurance/Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds are so reinvested within 180 days after the expiration of such 365-day period; provided that, shall pass to the extent purchaser or grantee notwithstanding the amount of any bid at such Net Insurance/Condemnation Proceeds have not been so reinvested prior to foreclosure sale. Nothing contained herein shall prevent the expiration accrual of interest as provided in the Note on any portion of the applicable period, principal balance due under the Borrower shall promptly prepay Note until such time as the outstanding Term Loans after insurance proceeds or condemnation awards are actually received and applied to reduce the expiration of such period in an amount equal to such Net Insurance/Condemnation Proceeds less any amount so reinvested; provided, further that, if such casualty or taking includes any Collateral, the assets in which the 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 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestmentprincipal balance outstanding.

Insurance/Condemnation Proceeds. No later than ten Business Days following the date of receipt by Borrower or any of its Restricted Subsidiaries, or Administrative Agent or Collateral Trustee as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Term Loans as specified in Section 2.05(k) below in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, 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 assets that are, in the reasonable business judgment of the Borrower, useful in the business of the Borrower or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) (or used to replace damaged or destroyed assets) and certifies in such notice that no Event of Default then exists, then the Borrower shall not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted Subsidiary, or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so reinvest such Net Insurance/Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds are so reinvested within 180 days after the expiration of such 365-day period; provided that, to the extent such Net Insurance/Condemnation Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans as specified in Section 2.05(k) below after the expiration of such period in an amount equal to such Net Insurance/Condemnation Proceeds less any amount so reinvested; provided, further that, if such casualty or taking includes any Collateral, the assets in which the 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 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestment.

Insurance/Condemnation Proceeds. No later than ten Subject to the terms of the Master Lease and the Sublease, Trustor hereby assigns to Beneficiary all insurance proceeds or Condemnation (defined in Section 9 below) awards which Trustor may be entitled to receive for loss or damage to, or a taking of, the Security. In the event of loss or damage to, or a taking of, the Security, the proceeds of said insurance or Condemnation award shall be payable to Beneficiary alone and Trustor hereby authorizes and directs any affected insurance company or government agency to make payment of the insurance proceeds or Condemnation awards directly to Beneficiary. In the event that any such insurance proceeds or Condemnation awards are paid directly to Trustor, Trustor shall make such proceeds or awards available to Beneficiary within five (5) Business Days following of Trustor’s receipt thereof. No such loss or damage shall itself reduce the date Indebtedness unless Beneficiary elects to apply the proceeds and such proceeds are actually applied to the Indebtedness as provided in Section 10 below. Prior to an Event of receipt by Borrower Default, Trustor and Beneficiary shall jointly and reasonably agree on the prompt adjustment and compromise of such loss, to collect and receive such proceeds or awards and to endorse any check in payment thereof. During an Event of its Restricted SubsidiariesDefault, or Administrative Agent in the event of a loss or Collateral Trustee as damage to, or a taking of, the security in excess of $1,500,000, Beneficiary is authorized to adjust and compromise such loss payeewithout the consent of Trustor, to collect and receive such proceeds or awards in the name of Beneficiary and Trustor and to endorse Trustor’s name upon any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Term Loans check in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; providedpayment thereof. Furthermore, if prior an insurance claim is no greater than $250,000 (a “Minor Claim”), Beneficiary agrees that insurance proceeds may be made available directly 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 assets that are, in the reasonable business judgment of the Borrower, useful in the business of the Borrower or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) (or used to replace damaged or destroyed assets) and certifies in such notice Trustor provided that no Event of Default is then existsin existence and so long as Trustor promptly commences and diligently pursues to completion any required restoration Work utilizing such insurance proceeds. Subject to the provisions of Sections 9, 10 and 11 hereof, such proceeds or awards shall be applied first toward reimbursement of all costs and expenses of Beneficiary in collecting said proceeds or awards, then toward payment of the Borrower Indebtedness or any portion thereof, whether or not then due and payable, in whatever order Beneficiary may elect, or Beneficiary may, at its option, make said insurance proceeds or Condemnation awards available to Trustor in whole or in part toward restoration of the Security for which such insurance proceeds or Condemnation awards shall not be required to make a prepayment have been paid. In the event of foreclosure of this Deed of Trust or other transfer of title to the extent (x) Security and extinguishment, in whole or in part, of the Net Insurance/Condemnation Proceeds are so reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted SubsidiaryIndebtedness, all right, title, and interest of Trustor in and to any insurance policy, or (y) if the Borrower and/or such Restricted Subsidiarypremiums or payments in satisfaction of claims or any other rights thereunder then in force, as applicable, has committed in writing to so reinvest such Net Insurance/Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds are so reinvested within 180 days after the expiration of such 365-day period; provided that, shall pass to the extent purchaser or grantee notwithstanding the amount of any bid at such Net Insurance/Condemnation Proceeds have not been so reinvested prior to foreclosure sale. Nothing contained herein shall prevent the expiration accrual of interest as provided in the Note on any portion of the applicable period, principal balance due under the Borrower shall promptly prepay Note until such time as the outstanding Term Loans after insurance proceeds or Condemnation awards are actually received and applied to reduce the expiration of such period in an amount equal to such Net Insurance/Condemnation Proceeds less any amount so reinvested; provided, further that, if such casualty or taking includes any Collateral, the assets in which the 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 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestmentprincipal balance outstanding.

Insurance/Condemnation Proceeds. Grantor hereby assigns to Beneficiary all proceeds of any insurance or condemnation awards which Grantor may be entitled to receive for loss or damage or taking of to the Security. In the event of loss or damage to, or a taking of, the Security, the proceeds of said insurance or condemnation award shall be payable to Beneficiary alone and Grantor hereby authorizes and directs any affected insurance company or government agency to make payment of the insurance proceeds or condemnation awards directly to Beneficiary. In the event that any such insurance proceeds or condemnation awards are paid directly to Grantor, Grantor shall make such proceeds or awards available to Beneficiary within five (5) days of Grantor's receipt thereof. No later than ten Business Days following such loss or damage shall itself reduce the date Indebtedness. The Beneficiary is authorized to adjust and compromise such loss without the consent of receipt by Borrower the Grantor, to collect and receive such proceeds or awards in the name of Beneficiary and Grantor and to endorse the Grantor's name upon any check in payment thereof. Subject to the provisions of Sections 9, 10, and 11 hereof, such proceeds or awards shall be applied first toward reimbursement of all costs and expenses of the Beneficiary in collecting said proceeds or awards, then toward payment of the Indebtedness or any of its Restricted Subsidiariesportion thereof, whether or not then due and payable, in whatever order Beneficiary may elect, or Administrative Agent the Beneficiary may, at its option, apply said insurance proceeds or Collateral Trustee as loss payeecondemnation awards in whole or in part toward restoration of the Security for which such insurance proceeds or condemnation awards shall have been paid. In the event of foreclosure of this Deed of Trust or other transfer of title to the Security and extinguishment, in whole or in part, of the indebtedness secured hereby, all right, title and interest of Grantor in and to any Net Insurance/Condemnation Proceedsinsurance policy, Borrower or premiums or payments in satisfaction of claims or any other rights thereunder then in force, shall prepay the Term Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, if prior pass to the date purchaser or grantee notwithstanding the amount of any bid at such required prepayment, foreclosure sale. Nothing contained herein shall prevent the Borrower notifies accrual of interest as provided in the Administrative Agent in writing Notes on any portion of the Borrower’s and/or its Restricted Subsidiary’s intention principal balance due under the Notes until such time as the insurance proceeds or condemnation awards are actually received and applied to reinvest reduce the Net Insurance/Condemnation Proceeds in assets that are, in the reasonable business judgment of the Borrower, useful in the business of the Borrower or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) (or used to replace damaged or destroyed assets) and certifies in such notice that no Event of Default then exists, then the Borrower shall not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted Subsidiary, or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so reinvest such Net Insurance/Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds are so reinvested within 180 days after the expiration of such 365-day period; provided that, to the extent such Net Insurance/Condemnation Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans after the expiration of such period in an amount equal to such Net Insurance/Condemnation Proceeds less any amount so reinvested; provided, further that, if such casualty or taking includes any Collateral, the assets in which the 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 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestmentprincipal balance outstanding.

Insurance/Condemnation Proceeds. No later than ten Business Days following the date of receipt All Insurance/Condemnation Proceeds not evidencing reimbursement for amounts already spent by Borrower or any other Covered Person in excess of its Restricted Subsidiaries, or Administrative Agent or Collateral Trustee as loss payee, of $250,000 in the aggregate received by Borrower and all Covered Persons in any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Term Loans in an aggregate amount equal to Fiscal year (but excluding all 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 of $25,000 or less per occurrence), shall be deposited in assets that are, an interest bearing account (the "Proceeds Account") with Administrative Agent in the reasonable business judgment name of the Borrower, useful in the business of the Borrower promptly upon receipt thereof by Borrower or Administrative Agent. Within 135 days after such receipt Borrower shall expend, or commit to expend, some or all of its Restricted Subsidiaries the funds in the Proceeds Account for rebuilding, repairing or replacing the property for which such Insurance/Condemnation Proceeds were paid; provided, however, the Borrower and the Administrative Agent may agree (including such agreement not to be unreasonably withheld by way of any Permitted Acquisition) (Administrative Agent, unless a Default or used to replace damaged or destroyed assets) and certifies in such notice that no Event of Default then existsshall have occurred and is continuing, in which case such consent may be withheld in the sole discretion of the Administrative Agent) that the Borrower is not required to rebuild, repair or replace and that such Insurance/Condemnation Proceeds shall be applied to reduce the Loan Obligations as set forth in this Agreement; and provided further, however, if any Insurance/Condemnation Proceeds represent the loss or taking of all or substantially all of a site or location, then the Borrower shall not be required to make a prepayment (but may in its reasonable business judgment) rebuild, repair or replace such site or location and if Borrower decides in its reasonable business judgment not to the extent (x) the Net rebuild, repair or replace such Insurance/Condemnation Proceeds are shall be applied to reduce the Loan Obligations as set forth in this Agreement. All funds in the Proceeds Account that have not been so reinvested within 365 days following receipt thereof expended or committed to be so expended by the 135th day after receipt shall be distributed by Administrative Agent to Lenders to be applied in accordance with this Section 6.3.3. The foregoing notwithstanding, Administrative Agent shall have the right to debit the Proceeds Account in the amount of, and apply the debit amount to pay, any of the Loan Obligations that are not paid when due as provided herein or at any time during an existing Event of Default. Borrower and/or hereby assigns and grants to Administrative Agent for the benefit of Lenders a first priority Security Interest in any such Restricted SubsidiaryProceeds Account as security for payment and performance of the Loan Obligations. Notwithstanding the foregoing provisions of this Section, but subject to the $250,000 threshold in the first sentence of this Section, and only to the extent Borrower or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, any Covered Person has committed in writing a right to so reinvest such Net receive any Insurance/Condemnation Proceeds during such 365-day periodunder any applicable real estate lease to which it is a party, such Net any Insurance/Condemnation Proceeds are so reinvested within 180 days after the expiration of such 365-day period; provided that, representing or applicable to a leasehold location shall be applied to the extent such Net Insurance/Condemnation Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans after the expiration of such period in an amount equal to such Net Insurance/Condemnation Proceeds less any amount so reinvested; provided, further that, if such casualty or taking includes any Collateral, the assets in which the portion of Net Insurance/Condemnation Proceeds derived from such Collateral are so reinvested Loan Obligations as set forth above herein. Unless expressly prohibited by applicable Law, Administrative Agent is hereby irrevocably authorized by Borrower to participate in any proceeding for the condemnation or other taking of any of Borrower's property and Borrower from time to time will deliver to Administrative Agent all instruments reasonably requested by Administrative Agent to permit such participation. Every prepayment under this Section 6.3.3 shall be reinvested applied to reduce the outstanding Swingline Loans, if any, and then by Lenders to reduce the Revolving Loans (and consequently the Aggregate Revolving Loan) first to Base Rate Loans included in assets the Aggregate Revolving Loan until they are reduced to zero and then to LIBOR Loans included in the Aggregate Revolving Loan (and all penalties and premiums due hereunder in connection therewith) until they are reduced to zero. Borrower will not be obligated to make a pre-payment if the making of one or more Loan Parties and the applicable Loan Party shall comply with Section 6.16 with respect any such pre-payment would cause Borrower to such assets as if such assets were acquired on the date of such reinvestmentbreak any existing Interest Hedge Obligation.

Insurance/Condemnation Proceeds. No later than ten the first Business Days Day following the date of receipt by Borrower any Credit Party or any of its Restricted Subsidiaries, or Administrative Agent or Collateral Trustee as lender loss payee, of any Net Insurance/Condemnation ProceedsProceeds (it being understood that such Net Insurance/Condemnation Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), Borrower Company shall prepay the Term Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, if prior (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) 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 extent that ​ 77 ​ aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $250,0001,500,000 in any twelve consecutive month period (such amounts, the “Insurance/Condemnation Reinvestments Amounts”), Company shall have the option, directly or through one or more of its Subsidiaries to invest such Insurance/Condemnation Reinvestment Amounts within one hundred eighty days of receipt thereof (the “Insurance/Condemnation Reinvestment Period”) in long term productive assets that are, in the reasonable business judgment of the Borrower, useful general type used in the business of Company and its Subsidiaries, which investment may include the Borrower repair, restoration or some or all replacement of its Restricted Subsidiaries (including by way the relevant assets in respect 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 not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted Subsidiary, or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so reinvest which such Net Insurance/Condemnation Proceeds during were received; provided further, pending any such 365-day period, investment all such Net Insurance/Condemnation Proceeds are so reinvested within 180 days after Reinvestment Amounts, as the expiration of such 365-day period; provided thatcase may be, shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments) and, to the extent such Net Insurance/Condemnation Proceeds have not been so reinvested Reinvestment Amounts exceed the amount required to prepay all such Revolving Loans, the balance thereof shall, if requested by Administrative Agent, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent. In the event that such Insurance/Condemnation Reinvestment Amounts are not reinvested by Company prior to the earlier of (i) the expiration of the applicable periodInsurance/Condemnation Reinvestment Period, and (ii) the Borrower occurrence of an Event of Default, then, at such time, an Event of Default shall promptly prepay the outstanding Term Loans after the expiration of be deemed to have occurred and be continuing under this Section 2.13(b) until a prepayment is made (or any such period escrow is applied by Administrative Agent as a prepayment) in an amount equal to such Net Insurance/Condemnation Proceeds less any amount Reinvestment Amounts that have not been so reinvested; provided, further that, if such casualty or taking includes any Collateral, the assets in which the 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 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestment.

Insurance/Condemnation Proceeds. No later than ten Grantor hereby assigns to Beneficiary all insurance proceeds or Condemnation (defined in Section 9 below) awards which Grantor may be entitled to receive for loss or damage to, or a taking of, the Security. In the event of loss or damage to, or a taking of, the Security, the proceeds of said insurance or Condemnation award shall be payable to Beneficiary alone and Grantor hereby authorizes and directs any affected insurance company or government agency to make payment of the insurance proceeds or Condemnation awards directly to Beneficiary. In the event that any such insurance proceeds or Condemnation awards are paid directly to Grantor, Grantor shall make such proceeds or awards available to Beneficiary within five (5) Business Days following of Grantor’s receipt thereof. No such loss or damage shall itself reduce the date Indebtedness unless Beneficiary elects to apply the proceeds and such proceeds are actually applied to the Indebtedness as provided in Section 10 below. Prior to an Event of receipt by Borrower Default, Grantor and Beneficiary shall jointly and reasonably agree on the prompt adjustment and compromise of such loss, to collect and receive such proceeds or awards and to endorse any check in payment thereof. During an Event of its Restricted SubsidiariesDefault, or Administrative Agent in the event of a loss or Collateral Trustee as damage to, or a taking of, the security in excess of $1,500,000, Beneficiary is authorized to adjust and compromise such loss payeewithout the consent of Grantor, to collect and receive such proceeds or awards in the name of Beneficiary and Grantor and to endorse Grantor’s name upon any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Term Loans check in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; providedpayment thereof. Furthermore, if prior an insurance claim is no greater than $250,000 (a “Minor Claim”), Beneficiary agrees that insurance proceeds may be made available directly 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 assets that are, in the reasonable business judgment of the Borrower, useful in the business of the Borrower or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) (or used to replace damaged or destroyed assets) and certifies in such notice Grantor provided that no Event of Default is then existsin existence and so long as Grantor promptly commences and diligently pursues to completion any required restoration Work utilizing such insurance proceeds. Subject to the provisions of Sections 9, 10 and 11 hereof, such proceeds or awards shall be applied first toward reimbursement of all costs and expenses of Beneficiary in collecting said proceeds or awards, then toward payment of the Borrower Indebtedness or any portion thereof, whether or not then due and payable, in whatever order Beneficiary may elect, or Beneficiary may, at its option, make said insurance proceeds or Condemnation awards available to Grantor in whole or in part toward restoration of the Security for which such insurance proceeds or Condemnation awards shall not be required to make a prepayment have been paid. In the event of foreclosure of this Deed of Trust or other transfer of title to the extent (x) Security and extinguishment, in whole or in part, of the Net Insurance/Condemnation Proceeds are so reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted SubsidiaryIndebtedness, all right, title, and interest of Grantor in and to any insurance policy, or (y) if the Borrower and/or such Restricted Subsidiarypremiums or payments in satisfaction of claims or any other rights thereunder then in force, as applicable, has committed in writing to so reinvest such Net Insurance/Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds are so reinvested within 180 days after the expiration of such 365-day period; provided that, shall pass to the extent purchaser or grantee notwithstanding the amount of any bid at such Net Insurance/Condemnation Proceeds have not been so reinvested prior to foreclosure sale. Nothing contained herein shall prevent the expiration accrual of interest as provided in the Note on any portion of the applicable period, principal balance due under the Borrower shall promptly prepay Note until such time as the outstanding Term Loans after insurance proceeds or Condemnation awards are actually received and applied to reduce the expiration of such period in an amount equal to such Net Insurance/Condemnation Proceeds less any amount so reinvested; provided, further that, if such casualty or taking includes any Collateral, the assets in which the 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 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestmentprincipal balance outstanding.

Insurance/Condemnation Proceeds. No later than ten the first Business Days Day following the date of receipt by Borrower any Note Party or any of its Restricted Subsidiaries, or Administrative Collateral Agent or Collateral Trustee as loss payee, of any Net Insurance/Condemnation ProceedsProceeds (it being understood that such Net Insurance/Condemnation Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), Borrower Company shall prepay the Term Loans Notes in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, if prior (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) 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 extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $500,000 (such amounts, the “Insurance/Condemnation Reinvestments Amounts”), Company shall have the option, directly or through one or more of its Subsidiaries to invest such Insurance/Condemnation Reinvestment Amounts within one hundred eighty days of receipt thereof (the “Insurance/Condemnation Reinvestment Period”) in long term productive assets that are, in the reasonable business judgment of the Borrower, useful general type used in the business of Company and its Subsidiaries, which investment may include the Borrower repair, restoration or some or all replacement of its Restricted Subsidiaries (including by way the relevant assets in respect 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 not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted Subsidiary, or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so reinvest which such Net Insurance/Condemnation Proceeds during were received; provided further, pending any such 365-day periodinvestment, all such Net Insurance/Condemnation Proceeds are so reinvested within 180 days after Reinvestment Amounts shall, if requested by Requisite Purchasers, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Requisite Purchasers. In the expiration of event that such 365-day period; provided that, to the extent such Net Insurance/Condemnation Proceeds have Reinvestment Amounts are not been so reinvested by Company prior to the earlier of (i) the expiration of the applicable periodInsurance/Condemnation Reinvestment Period, and (ii) the Borrower occurrence of an Event of Default, then, at such time, an Event of Default shall promptly prepay the outstanding Term Loans after the expiration of be deemed to have occurred and be continuing under this Section 2.13(b) until a prepayment is made (or any such period escrow is applied as a prepayment) in an amount equal to such Net Insurance/Condemnation Proceeds less any amount Reinvestment Amounts that have not been so reinvested; provided, further that, if such casualty or taking includes any Collateral, the assets in which the 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 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestment.

Insurance/Condemnation Proceeds. No later than ten Business Days following All Insurance/ Condemnation Proceeds in excess of $250,000 in the date aggregate received by Borrower and all Covered Persons in any Fiscal year, shall be deposited in an interest bearing account (the "Proceeds Account") with Administrative Agent in the name of Borrower promptly upon receipt thereof by Borrower or any of its Restricted SubsidiariesAdministrative Agent. Within 135 days after such receipt Borrower shall expend, or Administrative Agent commit to expend, some or Collateral Trustee as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Term Loans 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 all of the Borrower’s and/or its Restricted Subsidiary’s intention to reinvest funds in the Net Proceeds Account for rebuilding, repairing or replacing the property for which such Insurance/Condemnation Proceeds in assets that arewere paid; provided, in the reasonable business judgment of the Borrowerhowever, useful in the business of the Borrower and the Administrative Agent may agree (such agreement not to be unreasonably withheld by Administrative Agent, unless a Default or some or all of its Restricted Subsidiaries (including 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 existsshall have occurred and is continuing, in which case such consent may be withheld in the sole discretion of the Administrative Agent) that the Borrower is not required to rebuild, repair or replace and that such Insurance/Condemnation Proceeds shall be applied to reduce the Loan Obligations as set forth in this Agreement; and provided further, however, if any Insurance/Condemnation Proceeds represent all or substantially all of a site or location, then the Borrower shall not be required to make a prepayment (but may in its reasonable business judgment) rebuild, repair or replace such site or location and if Borrower decides in its reasonable business judgment not to the extent (x) the Net rebuild, repair or replace such Insurance/Condemnation Proceeds are shall be applied to reduce the Loan Obligations as set forth in this Agreement. All funds in the Proceeds Account that have not been so reinvested within 365 days following receipt thereof expended or committed to be so expended by the 135th day after receipt shall be distributed by Administrative Agent to Lenders to be applied in accordance with this Section 6.4.3. The foregoing notwithstanding, Administrative Agent shall have the right to debit the Proceeds Account in the amount of, and apply the debit amount to pay, any of the Loan Obligations that are not paid when due as provided herein or at any time during an Existing Default. Borrower and/or hereby assigns and grants to Administrative Agent for the benefit of Lenders a first priority Security Interest in any such Restricted SubsidiaryProceeds Account as security for payment and performance of the Loan Obligations. Notwithstanding the foregoing provisions of this Section, or (y) if but subject to the Borrower and/or such Restricted Subsidiary$250,000 threshold in the first sentence of this Section, as applicable, has committed in writing to so reinvest such Net any Insurance/Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds are so reinvested within 180 days after the expiration of such 365-day period; provided that, representing or applicable to a leasehold location shall be applied to the extent such Net Insurance/Condemnation Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans after the expiration of such period in an amount equal to such Net Insurance/Condemnation Proceeds less any amount so reinvested; provided, further that, if such casualty or taking includes any Collateral, the assets in which the portion of Net Insurance/Condemnation Proceeds derived from such Collateral are so reinvested Loan Obligations as set forth above shall be reinvested herein. Administrative Agent is hereby authorized to participate in assets any proceeding for the condemnation or other taking of one or more Loan Parties any of Borrower's property and the applicable Loan Party shall comply with Section 6.16 with respect Borrower from time to time will deliver to Administrative Agent all instruments reasonably requested by Administrative Agent to permit such assets as if such assets were acquired on the date of such reinvestmentparticipation."

Insurance/Condemnation Proceeds. No Except to the extent required to be applied as a prepayment of any Approved Floorplan Financing or Indebtedness under the TCF Agreement, no later than ten the first Business Days Day following the date of receipt by Borrower PubCo or any of its Restricted Subsidiaries, or Administrative Agent or Collateral Trustee as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower the Companies shall prepay the Term Loans and/or the Commitments shall be permanently reduced as set forth in Section 2.13(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, if prior (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) 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 extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $250,000 (such amounts, the “Insurance/Condemnation Reinvestments Amounts”), the Companies shall have the option, directly or through one or more of its Subsidiaries to invest such Insurance/Condemnation Reinvestment Amounts within one hundred eighty days of receipt thereof (the “Insurance/Condemnation Reinvestment Period”) in long term productive assets that are, in the reasonable business judgment of the Borrower, useful general type used in the business of Holdings and its Subsidiaries, which investment may include the Borrower repair, restoration or some or replacement of the applicable assets thereof; provided, further, pending any such investment all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) (or used such Insurance/Condemnation Proceeds, as the case may be, shall be applied to replace damaged or destroyed assets) and certifies in such notice that no Event of Default then exists, then the Borrower shall not be required to make a prepayment prepay Revolving Loans to the extent outstanding (xwithout a reduction in Revolving Commitments) and otherwise held at all times prior to such investment in an escrow account in form and substance reasonably satisfactory to Administrative Agent. In the Net event that such Insurance/Condemnation Proceeds Reinvestment Amounts are so not applied to the Obligations or reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted Subsidiary, or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so reinvest such Net Insurance/Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds are so reinvested within 180 days after the expiration of such 365-day period; provided that, Companies prior to the extent such Net Insurance/Condemnation Proceeds have not been so reinvested prior to earlier of (i) the expiration of the applicable periodInsurance/Condemnation Reinvestment Period, and (ii) the Borrower occurrence of an Event of Default, then, such failure shall promptly prepay the outstanding Term Loans after the expiration continue unremedied for a period of three Business Days, an Event of Default shall be deemed to have occurred and be continuing under this Section 2.12(b) until a prepayment is made (or any such period escrow is applied by Administrative Agent as a prepayment) in an amount equal to such Net Insurance/Condemnation Proceeds less any amount Reinvestment Amounts that have not been so reinvested; provided, further that, if such casualty or taking includes any Collateral, the assets in which the 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 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestment.

Insurance/Condemnation Proceeds. No later than ten the first Business Days Day following the date of receipt by Borrower any Note Party or any of its Restricted Subsidiaries, or Administrative Collateral Agent or Collateral Trustee as loss payee, of any Net Insurance/Condemnation Proceeds (it being understood that such Net Insurance/Condemnation Proceeds, Borrower if received on or after the Initial Note Date, shall prepay be deposited into a Controlled Account on the Term Loans same Business Day as receipt thereof), the Remaining Amount shall be reduced in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, if prior (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) 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 extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $500,000 (such amounts, the “Insurance/Condemnation Reinvestments Amounts”), Company shall have the option, directly or through one or more of its Subsidiaries to invest such Insurance/Condemnation Reinvestment Amounts within one hundred eighty days of receipt thereof (the “Insurance/Condemnation Reinvestment Period”) in long term productive assets that are, in the reasonable business judgment of the Borrower, useful general type used in the business of Company and its Subsidiaries, which investment may include the Borrower repair, restoration or some or all replacement of its Restricted Subsidiaries (including by way the relevant assets in respect 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 not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted Subsidiary, or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so reinvest which such Net Insurance/Condemnation Proceeds during were received; provided further, pending any such 365-day periodinvestment, all such Net Insurance/Condemnation Proceeds are so reinvested within 180 days after Reinvestment Amounts shall, if requested by the expiration of Requisite Purchasers, be held at all times prior to such 365-day period; provided thatreinvestment, in an escrow account in form and substance reasonably acceptable to the extent Requisite Purchasers. In the event that such Net Insurance/Condemnation Proceeds have Reinvestment Amounts are not been so reinvested by Company prior to the earlier of (i) the expiration of the applicable periodInsurance/Condemnation Reinvestment Period, and (ii) the Borrower occurrence of an Event of Default, then, at such time, an Event of Default shall promptly prepay the outstanding Term Loans after the expiration of be deemed to have occurred and be continuing under this Section (b) until a prepayment is made (or any such period escrow is applied as a prepayment) in an amount equal to such Net Insurance/Condemnation Reinvestment Amounts that have not been so reinvested. For the avoidance of doubt, if any Insurance/Condemnation Proceeds less are received by any amount so reinvested; providedNote Party or any of its Subsidiaries prior to the payment in full and discharge of the Gxxxxxx NPA Obligations (other than in respect of any contingent indemnification amounts for which no claim has been made), further that, if such casualty or taking includes any Collateral, the assets in which the portion of Net Insurance/Condemnation Proceeds derived from such Collateral are so reinvested shall be applied as set forth above shall be reinvested in assets Section 2.13 of one or more Loan Parties and the applicable Loan Party shall comply with Section 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestmentGxxxxxx NPA.

Insurance/Condemnation Proceeds. No Subject to Section 6.8(c), no later than ten the fifth (5th) Business Days Day following the date of receipt by Borrower (i) any Loan Party or Subsidiary thereof (or any Affiliate on behalf of its Restricted Subsidiaries, such Loan Party or Subsidiary) or (ii) the Administrative Agent or Collateral Trustee as loss payeepayee or mortgagee (or similar), of any Net Insurance/Condemnation Proceeds, Borrower as such date may be extended in accordance with Section 2.7(i) below, the Borrowers shall prepay the Term Loans in an aggregate amount equal to such the Required Prepayment Amount; provided that so long as no Default or Event of Default shall have occurred and be continuing, the Borrowers shall have the option to (1) with respect to Net Insurance/Condemnation Proceeds; providedProceeds from a Casualty Event that is not a Total Loss, other than proceeds of business interruption insurance, within the period ending on the Restoration Deadline (or, if prior to the date of any such required prepaymentapplicable, the Borrower notifies the Administrative Agent in writing of the Borrower’s and/or its Restricted Subsidiary’s intention to Extended Restoration Deadline), reinvest the such 37 [FIFTH AMENDED AND RESTATED CREDIT AGREEMENT] Net Insurance/Condemnation Proceeds in assets that are, an amount up to the Permitted Restoration Amount in the reasonable business judgment repair and restoration of the Borrower, useful in the business of the Borrower or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) (or used to replace Properties damaged or destroyed assets) and certifies taken in such notice that no Casualty Event of Default then exists, then the Borrower shall not be required or (2) with respect to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so reinvested from a Casualty Event that is a Total Loss, within 365 one hundred eighty (180) days following of receipt thereof by the Borrower and/or such Restricted Subsidiarythereof, or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so reinvest such Net Insurance/Condemnation Proceeds during in an amount up to the Permitted Reinvestment Amount in the exploration or development of the Borrowers’ Oil and Gas Properties existing as of the date hereof; provided, further, that, in each case, Borrowers shall notify the Administrative Agent of such 365-day period, repair and restoration or reinvestment election on or prior to the date such Net Insurance/Condemnation Proceeds are so reinvested within 180 days after the expiration received by such Loan Party or Subsidiary (or any Affiliate on behalf of such 365-day periodLoan Party or Subsidiary); provided thatprovided, further, to the extent such Net Insurance/Condemnation Proceeds have are not been so reinvested prior to by the expiration end of the applicable such one hundred eighty (180) day period, the Borrower Restoration Deadline or the Extended Restoration Deadline, as applicable, the Borrowers shall promptly immediately use such remaining amount to prepay the outstanding Term Loans after in accordance with the expiration terms of such period in an amount equal to such this Section 2.7(b). So long as no Default or Event of Default has occurred and is continuing, Net Insurance/Condemnation Proceeds less any amount so reinvested; provided, further that, if such casualty or taking includes any Collateral, the assets of business interruption insurance in which the portion excess 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 6.16 with respect to such assets as if such assets were acquired on Required Prepayment Amount can be used by the date of such reinvestmentBorrowers for general corporate and working capital purposes permitted hereunder.

Insurance/Condemnation Proceeds. No later than ten the first Business Days Day following the date of receipt by Borrower any Note Party or any of its Restricted Subsidiaries, or Administrative Collateral Agent or Collateral Trustee as loss payee, of any Net Insurance/Condemnation Proceeds (it being understood that such Net Insurance/Condemnation Proceeds, Borrower if received on or after the Initial Note Date, shall prepay be deposited into a Controlled Account on the Term Loans same Business Day as receipt thereof), the Remaining Amount shall be reduced in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, if prior (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) 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 extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $500,000 (such amounts, the “Insurance/Condemnation Reinvestments Amounts”), Company shall have the option, directly or through one or more of its Subsidiaries to invest such Insurance/Condemnation Reinvestment Amounts within one hundred eighty days of receipt thereof (the “Insurance/Condemnation Reinvestment Period”) in long term productive assets that are, in the reasonable business judgment of the Borrower, useful general type used in the business of Company and its Subsidiaries, which investment may include the Borrower repair, restoration or some or all replacement of its Restricted Subsidiaries (including by way the relevant assets in respect 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 not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted Subsidiary, or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so reinvest which such Net Insurance/Condemnation Proceeds during were received; provided further, pending any such 365-day periodinvestment, all such Net Insurance/Condemnation Proceeds are so reinvested within 180 days after Reinvestment Amounts shall, if requested by the expiration of Requisite Purchasers, be held at all times prior to such 365-day period; provided thatreinvestment, in an escrow account in form and substance reasonably acceptable to the extent Requisite Purchasers. In the event that such Net Insurance/Condemnation Proceeds have Reinvestment Amounts are not been so reinvested by Company prior to the earlier of (i) the expiration of the applicable periodInsurance/Condemnation Reinvestment Period, and (ii) the Borrower occurrence of an Event of Default, then, at such time, an Event of Default shall promptly prepay the outstanding Term Loans after the expiration of be deemed to have occurred and be continuing under this Section (b) until a prepayment is made (or any such period escrow is applied as a prepayment) in an amount equal to such Net Insurance/Condemnation Reinvestment Amounts that have not been so reinvested. For the avoidance of doubt, if any Insurance/Condemnation Proceeds less are received by any amount so reinvested; providedNote Party or any of its Subsidiaries prior to the payment in full and discharge of the Xxxxxxx NPA Obligations (other than in respect of any contingent indemnification amounts for which no claim has been made), further that, if such casualty or taking includes any Collateral, the assets in which the portion of Net Insurance/Condemnation Proceeds derived from such Collateral are so reinvested shall be applied as set forth above shall be reinvested in assets Section 2.13 of one or more Loan Parties and the applicable Loan Party shall comply with Section 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestmentXxxxxxx NPA.

Insurance/Condemnation Proceeds. No later than ten the first Business Days Day following the date of receipt by Borrower Holdings or any of its Restricted Subsidiaries, or Administrative Agent or Collateral Trustee as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the Term Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, if prior that no prepayment shall be required pursuant to this Section 2.11(b), so long as Holdings shall have delivered to Administrative Agent no later than the first Business Day following the date of any receipt of 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 assets a certificate of an Authorized Officer certifying that are, in the reasonable business judgment of the Borrower, useful in the business of the Borrower (A) no Default or some or all of its Restricted Subsidiaries (including 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 existshas occurred and is continuing, then the Borrower shall not be required and (B) Holdings and its Subsidiaries intend 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 Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so reinvest such Net Insurance/Condemnation Proceeds in the Collateral of Borrower and its Subsidiaries (other than ABL Collateral) during such 365-day periodthe Permitted Reinvestment Period; provided, further, all such Net Insurance/Condemnation Proceeds are so reinvested within 180 days after shall be held in the Insurance/Condemnation Proceeds Reinvestment Account pending reinvestment in Collateral (other than ABL Collateral) until the earlier of (x) the expiration of such 365-day periodthe applicable Permitted Reinvestment Period and (y) the Maturity Date; provided thatprovided,however, that any Net Insurance/Condemnation Proceeds received by a Foreign Subsidiary of Borrower shall be excluded from this prepayment obligation to the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor or such transfer would render such Foreign Subsidiary insolvent or reasonably likely to become insolvent or result in an adverse tax consequence; provided, further, if such Net Insurance/Condemnation Proceeds have received by a Foreign Subsidiary of Borrower are not been so reinvested prior subject to the expiration of restrictions described in the applicable periodimmediately preceding proviso, the Borrower shall promptly prepay the outstanding Term Loans after the expiration of cause such period in an amount equal Foreign Subsidiary to distribute such Net Insurance/Condemnation Proceeds less any amount so reinvested; provided, further that, if such casualty or taking includes any Collateral, to the assets in which the 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 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestmentBorrower promptly after receipt thereof.

Insurance/Condemnation Proceeds. No later than ten Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries, or any Administrative Agent or the Collateral Trustee as loss payee, of any Net Insurance/Condemnation ProceedsProceeds (except with respect to Net Insurance/Condemnation Proceeds received in connection with the Deer Run Mine), Borrower shall prepay the Term Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, that, in the case of insurance proceeds constituting Net Insurance/Condemnation Proceeds which are secured by Liens on such proceeds (or assets or property that gave rise to such proceeds) arising in connection with the Longwall Financing Arrangements (the “Longwall Financing Net Insurance/Condemnation Proceeds”), such Longwall Financing Net Insurance/Condemnation Proceeds shall not be required to be so applied to the extent that (i) the Borrower shall have delivered a certificate to the Administrative Agents on or prior to such date stating that an amount equal to such Longwall Financing Net Insurance/Condemnation Proceeds is expected to be used to (1) repair, replace or restore any property in respect of which such Longwall Financing Net Insurance/Condemnation Proceeds were paid or, (2) repay the Longwall Financing Arrangements, or, in lieu of repayment, reinvest such proceeds in assets or property that, upon consummation of such reinvestment, shall be secured by Liens in favor of the secured parties to the Longwall Financing Arrangements, in either case, to the extent such repayment (or reinvestment in lieu of repayment) is required under the Longwall Financing Arrangements as in effect on the Closing Date (it being understood that the Longwall Financing Net Insurance/Condemnation Proceeds that are not used in accordance with the above clause (1) or (2) shall otherwise constitute Net Insurance/Condemnation Proceeds subject to the required prepayment pursuant to this Section 2.05(h)); provided, further, that if prior to the date of any such required prepaymentprepayment pursuant to this Section 2.05(h), the Borrower notifies the Administrative Agent Agents in writing of the Borrower’s and/or its Restricted Subsidiary’s intention to reinvest use the Net Insurance/Condemnation Proceeds to make Capital Expenditures or reinvest in assets that are, in the reasonable business judgment of the Borrower, useful in the business of the Borrower or some or all of its Restricted Subsidiaries (including by way of any Permitted Acquisition) (or used to replace damaged or destroyed assets) and certifies in such notice that no Event of Default then exists), then the Borrower shall not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so used or reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted Subsidiary, or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so use or reinvest such Net Insurance/Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds are so used or reinvested within 180 days after the expiration of such 365-day period; provided provided, further, that, to the extent such Net Insurance/Condemnation Proceeds have not been so used or reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans after the expiration of such period in an amount equal to such Net Insurance/Condemnation Proceeds less any amount so used or reinvested; provided, further thatfurther, that if such casualty or taking includes any Net Insurance/Condemnation Proceeds are in respect of assets that constitute Collateral, the assets in which the portion of such Net Insurance/Condemnation Proceeds derived from such Collateral are so is reinvested as set forth above shall will constitute Collateral or such capital expenditures made with such portion of the Net Insurance/Condemnation Proceeds will be reinvested in assets of one or more Loan Parties and the applicable Loan Party shall comply with Section 6.16 made with respect to such assets that constitute (or will constitute) Collateral or in a Guarantor engaged in a Similar Business, as if such assets were acquired on the date of such reinvestmentapplicable.

Insurance/Condemnation Proceeds. No later than ten the first Business Days Day following the date of receipt by Borrower Holdings or any of its Restricted Subsidiaries, or Administrative Agent or Collateral Trustee as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower the Companies shall prepay the Term Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, if prior (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) 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 extent that aggregate Net Insurance/Condemnation Proceeds in assets that arefrom the Closing Date through the applicable date of determination do not exceed $250,000, in the reasonable business judgment of Companies shall have the Borroweroption, useful in the business of the Borrower directly or some through one or all more of its Restricted Subsidiaries (including 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 not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted Subsidiary, or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so reinvest invest such Net Insurance/Condemnation Proceeds during within one hundred eighty days of receipt thereof in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided further, pending any such 365-day period, such reinvestment all Net Insurance/Condemnation Proceeds are so reinvested within 180 days after shall, at the expiration option of such 365-day period; provided thatthe Companies, be applied to prepay Revolving Loans to the extent then outstanding (without a reduction in Revolving Commitments) and, to the extent such Net Insurance/Condemnation Proceeds have exceed the amount required to prepay all such Revolving Loans, the balance thereof shall be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent. In the event that the Asset Sale Reinvestment Amounts are not been so reinvested by the Companies prior to the expiration earlier of (i) the last day of such one hundred (180) day period and (ii) date of the applicable periodoccurrence of an Event of Default, Administrative Agent may apply such Asset Sale Reinvestment Amounts to the Borrower shall promptly prepay the outstanding Term Loans after the expiration of such period in an amount equal to such Net Insurance/Condemnation Proceeds less any amount so reinvested; provided, further that, if such casualty or taking includes any Collateral, the assets in which the portion of Net Insurance/Condemnation Proceeds derived from such Collateral are so reinvested Obligations as set forth above shall be reinvested in assets of one or more Loan Parties and the applicable Loan Party shall comply with Section 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestment2.14(b).