Common use of Insurance/Condemnation Proceeds Clause in Contracts

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 Proceeds (except with respect to Net Insurance/Condemnation Proceeds received in connection with the Deer Run Mine), Borrower shall prepay the 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 required prepayment pursuant to this Section 2.05(h), the Borrower notifies the Administrative Agents in writing of the Borrower’s and/or its Restricted Subsidiary’s intention to use the Net Insurance/Condemnation Proceeds 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), 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, 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 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, that if such 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 is reinvested as set forth above will constitute Collateral or such capital expenditures made with such portion of the Net Insurance/Condemnation Proceeds will be made with respect to assets that constitute (or will constitute) Collateral or in a Guarantor engaged in a Similar Business, as applicable.

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 Proceeds (except with respect to Net Insurance/Condemnation Proceeds received in connection with the Deer Run Mine)Proceeds, 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 prepayment pursuant to this Section 2.05(h)prepayment, the Borrower notifies the Administrative Agents Agent in writing of the Borrower’s and/or its Restricted Subsidiary’s intention to use reinvest 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, further, provided 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, furtherfurther that, that if such Net Insurance/Condemnation Proceeds are in respect of assets that constitute casualty or taking includes any Collateral, the assets in which the portion of such Net Insurance/Condemnation Proceeds derived from such Collateral is are so reinvested as set forth above will constitute Collateral shall be reinvested in assets of one or such capital expenditures made more Loan Parties and the applicable Loan Party shall comply with such portion of the Net Insurance/Condemnation Proceeds will be made Section 6.16 with respect to such assets that constitute (or will constitute) Collateral or in a Guarantor engaged in a Similar Business, as applicableif 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 the Borrower any Note Party or any of its Restricted Subsidiaries, or any Administrative Collateral Agent or the Collateral Trustee as loss payee, of any Net Insurance/Condemnation Proceeds (except with respect to it being understood that such Net Insurance/Condemnation Proceeds received in connection with shall be deposited into a Controlled Account on the Deer Run Minesame Business Day as receipt thereof), Borrower Company shall prepay the Loans Notes in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, that(i) so long as no Default or Event of Default shall have occurred and be continuing, in and (ii) to the case of insurance proceeds constituting extent that aggregate Net Insurance/Condemnation Proceeds which are secured by Liens on from the Closing Date through the applicable date of determination do not exceed $500,000 (such proceeds (amounts, the “Insurance/Condemnation Reinvestments Amounts”), Company shall have the option, directly or assets through one or property that gave rise more of its Subsidiaries to invest such proceeds) arising in connection with the Longwall Financing Arrangements Insurance/Condemnation Reinvestment Amounts within one hundred eighty days of receipt thereof (the “Longwall Financing Net Insurance/Condemnation ProceedsReinvestment Period”)) in long term productive assets of the general type used in the business of Company and its Subsidiaries, such Longwall Financing Net Insurance/Condemnation Proceeds shall not be required to be so applied to which investment may include 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 restoration or restore any property replacement of the relevant assets in respect of which such Longwall Financing Net Insurance/Condemnation Proceeds were paid orreceived; provided further, (2) repay the Longwall Financing Arrangementspending any such investment, orall such Insurance/Condemnation Reinvestment Amounts shall, in lieu of repaymentif requested by Requisite Purchasers, reinvest such proceeds in assets or property that, upon consummation of be held at all times prior to such reinvestment, shall be secured by Liens in favor of an escrow account in form and substance reasonably acceptable to Requisite Purchasers. In the secured parties to the Longwall Financing Arrangements, in either case, to the extent event that 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 Reinvestment Amounts 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 reinvested by Company prior to the date earlier of any required prepayment pursuant to this Section 2.05(h), the Borrower notifies the Administrative Agents in writing of the Borrower’s and/or its Restricted Subsidiary’s intention to use the Net Insurance/Condemnation Proceeds 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 Acquisitioni) (or used to replace damaged or destroyed assets), then the Borrower shall not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so used or reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted Subsidiary, or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so use or reinvest such Net Insurance/Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds are so used or reinvested within 180 days after the expiration of such 365-day period; provided, further, that, to the extent such Net Insurance/Condemnation Proceeds have not been so used or reinvested prior to 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 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 used or reinvested; provided, further, that if such 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 is reinvested as set forth above will constitute Collateral or such capital expenditures made with such portion of the Net Insurance/Condemnation Proceeds will be made with respect to assets that constitute (or will constitute) Collateral or in a Guarantor engaged in a Similar Business, as applicable.

Insurance/Condemnation Proceeds. No later than ten the first Business Days Day following the date of receipt by the Borrower any Note Party or any of its Restricted Subsidiaries, or any Administrative Collateral Agent or the Collateral Trustee as loss payee, of any Net Insurance/Condemnation Proceeds (except with respect to it being understood that such Net Insurance/Condemnation Proceeds Proceeds, if received in connection with on or after the Deer Run MineInitial Note Date, shall be deposited into a Controlled Account on the same Business Day as receipt thereof), Borrower the Remaining Amount shall prepay the Loans be reduced in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, that(i) so long as no Default or Event of Default shall have occurred and be continuing, in and (ii) to the case of insurance proceeds constituting extent that aggregate Net Insurance/Condemnation Proceeds which are secured by Liens on from the Closing Date through the applicable date of determination do not exceed $500,000 (such proceeds (amounts, the “Insurance/Condemnation Reinvestments Amounts”), Company shall have the option, directly or assets through one or property that gave rise more of its Subsidiaries to invest such proceeds) arising in connection with the Longwall Financing Arrangements Insurance/Condemnation Reinvestment Amounts within one hundred eighty days of receipt thereof (the “Longwall Financing Net Insurance/Condemnation ProceedsReinvestment Period”)) in long term productive assets of the general type used in the business of Company and its Subsidiaries, such Longwall Financing Net Insurance/Condemnation Proceeds shall not be required to be so applied to which investment may include 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 restoration or restore any property replacement of the relevant assets in respect of which such Longwall Financing Net Insurance/Condemnation Proceeds were paid orreceived; provided further, (2) repay pending any such investment, all such Insurance/Condemnation Reinvestment Amounts shall, if requested by the Longwall Financing ArrangementsRequisite Purchasers, or, in lieu of repayment, reinvest such proceeds in assets or property that, upon consummation of be held at all times prior to such reinvestment, shall be secured by Liens in favor of the secured parties an escrow account in form and substance reasonably acceptable to the Longwall Financing Arrangements, in either case, to Requisite Purchasers. In the extent event that 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 Reinvestment Amounts 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 reinvested by Company prior to the date earlier of any required prepayment pursuant to this Section 2.05(h), the Borrower notifies the Administrative Agents in writing of the Borrower’s and/or its Restricted Subsidiary’s intention to use the Net Insurance/Condemnation Proceeds 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 Acquisitioni) (or used to replace damaged or destroyed assets), then the Borrower shall not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so used or reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted Subsidiary, or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so use or reinvest such Net Insurance/Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds are so used or reinvested within 180 days after the expiration of such 365-day period; provided, further, that, to the extent such Net Insurance/Condemnation Proceeds have not been so used or reinvested prior to 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 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 Proceeds less Reinvestment Amounts that have not been so reinvested. For the avoidance of doubt, if any amount so used or reinvested; provided, further, that if such Net Insurance/Condemnation Proceeds are received by any Note Party or any of its Subsidiaries prior to the payment in full and discharge of the Gxxxxxx NPA Obligations (other than in respect of assets that constitute Collateralany contingent indemnification amounts for which no claim has been made), the assets in which the portion of such Net Insurance/Condemnation Proceeds derived from such Collateral is reinvested shall be applied as set forth above will constitute Collateral or such capital expenditures made with such portion in Section 2.13 of the Net Insurance/Condemnation Proceeds will be made with respect to assets that constitute (or will constitute) Collateral or in a Guarantor engaged in a Similar Business, as applicableGxxxxxx NPA.

Insurance/Condemnation Proceeds. No later than ten the first Business Days Day following the date of receipt by the Borrower any Note Party or any of its Restricted Subsidiaries, or any Administrative Collateral Agent or the Collateral Trustee as loss payee, of any Net Insurance/Condemnation Proceeds (except with respect to it being understood that such Net Insurance/Condemnation Proceeds Proceeds, if received in connection with on or after the Deer Run MineInitial Note Date, shall be deposited into a Controlled Account on the same Business Day as receipt thereof), Borrower the Remaining Amount shall prepay the Loans be reduced in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, that(i) so long as no Default or Event of Default shall have occurred and be continuing, in and (ii) to the case of insurance proceeds constituting extent that aggregate Net Insurance/Condemnation Proceeds which are secured by Liens on from the Closing Date through the applicable date of determination do not exceed $500,000 (such proceeds (amounts, the “Insurance/Condemnation Reinvestments Amounts”), Company shall have the option, directly or assets through one or property that gave rise more of its Subsidiaries to invest such proceeds) arising in connection with the Longwall Financing Arrangements Insurance/Condemnation Reinvestment Amounts within one hundred eighty days of receipt thereof (the “Longwall Financing Net Insurance/Condemnation ProceedsReinvestment Period”)) in long term productive assets of the general type used in the business of Company and its Subsidiaries, such Longwall Financing Net Insurance/Condemnation Proceeds shall not be required to be so applied to which investment may include 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 restoration or restore any property replacement of the relevant assets in respect of which such Longwall Financing Net Insurance/Condemnation Proceeds were paid orreceived; provided further, (2) repay pending any such investment, all such Insurance/Condemnation Reinvestment Amounts shall, if requested by the Longwall Financing ArrangementsRequisite Purchasers, or, in lieu of repayment, reinvest such proceeds in assets or property that, upon consummation of be held at all times prior to such reinvestment, shall be secured by Liens in favor of the secured parties an escrow account in form and substance reasonably acceptable to the Longwall Financing Arrangements, in either case, to Requisite Purchasers. In the extent event that 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 Reinvestment Amounts 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 reinvested by Company prior to the date earlier of any required prepayment pursuant to this Section 2.05(h), the Borrower notifies the Administrative Agents in writing of the Borrower’s and/or its Restricted Subsidiary’s intention to use the Net Insurance/Condemnation Proceeds 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 Acquisitioni) (or used to replace damaged or destroyed assets), then the Borrower shall not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so used or reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted Subsidiary, or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so use or reinvest such Net Insurance/Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds are so used or reinvested within 180 days after the expiration of such 365-day period; provided, further, that, to the extent such Net Insurance/Condemnation Proceeds have not been so used or reinvested prior to 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 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 Proceeds less Reinvestment Amounts that have not been so reinvested. For the avoidance of doubt, if any amount so used or reinvested; provided, further, that if such Net Insurance/Condemnation Proceeds are received by any Note Party or any of its Subsidiaries prior to the payment in full and discharge of the Xxxxxxx NPA Obligations (other than in respect of assets that constitute Collateralany contingent indemnification amounts for which no claim has been made), the assets in which the portion of such Net Insurance/Condemnation Proceeds derived from such Collateral is reinvested shall be applied as set forth above will constitute Collateral or such capital expenditures made with such portion in Section 2.13 of the Net Insurance/Condemnation Proceeds will be made with respect to assets that constitute (or will constitute) Collateral or in a Guarantor engaged in a Similar Business, as applicableXxxxxxx NPA.

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 Default, Grantor and Beneficiary shall jointly and reasonably agree on the Borrower 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 any Administrative Agent or the Collateral Trustee as loss payee, of any Net Insurance/Condemnation Proceeds (except with respect to Net Insurance/Condemnation Proceeds received in connection with the Deer Run Mine), Borrower shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, that, in the case event of insurance proceeds constituting Net Insurance/Condemnation Proceeds which are secured by Liens on a loss or damage to, or a taking of, the security in excess of $1,500,000, Beneficiary is authorized to adjust and compromise such loss without 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 check in payment thereof. Furthermore, if an insurance claim is no greater than $250,000 (or assets or property that gave rise to such proceeds) arising in connection with the Longwall Financing Arrangements (the a “Longwall Financing Net Insurance/Condemnation ProceedsMinor Claim”), such Longwall Financing Net Insurance/Condemnation Proceeds shall not Beneficiary agrees that insurance proceeds may be required to be so applied made available directly to the extent Grantor provided that (i) no Event of Default is then in existence and so long as Grantor promptly commences and diligently pursues to completion any required restoration Work utilizing such insurance proceeds. Subject to the Borrower provisions of Sections 9, 10 and 11 hereof, such proceeds or awards shall be applied first toward reimbursement of all costs and expenses of Beneficiary in collecting said proceeds or awards, then toward payment of the Indebtedness or any portion thereof, whether or not then due and payable, in whatever order Beneficiary may elect, or Beneficiary may, at its option, make said insurance proceeds or Condemnation awards available to Grantor in whole or in part toward restoration of the Security for which such insurance proceeds or Condemnation awards shall have delivered a certificate been paid. In the event of foreclosure of this Deed of Trust or other transfer of title 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, orSecurity and extinguishment, in lieu whole or in part, of repaymentthe Indebtedness, reinvest such proceeds all right, title, and interest of Grantor in assets and to any insurance policy, or property that, upon consummation premiums or payments in satisfaction of such reinvestmentclaims or any other rights thereunder then in force, shall be secured by Liens in favor of the secured parties pass to the Longwall Financing Arrangements, in either case, to purchaser or grantee notwithstanding 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 amount of any required prepayment pursuant to this Section 2.05(h), bid at such foreclosure sale. Nothing contained herein shall prevent the Borrower notifies the Administrative Agents in writing accrual of the Borrower’s and/or its Restricted Subsidiary’s intention to use the Net Insurance/Condemnation Proceeds to make Capital Expenditures or reinvest in assets that are, interest as provided 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 Note on any Permitted Acquisition) (or used to replace damaged or destroyed assets), then the Borrower shall not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so used or reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted Subsidiary, or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so use or reinvest such Net Insurance/Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds are so used or reinvested within 180 days after the expiration of such 365-day period; provided, 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 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, that if such 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 is reinvested as set forth above will constitute Collateral or such capital expenditures made with such portion of the Net Insurance/principal balance due under the Note until such time as the insurance proceeds or Condemnation Proceeds will be made with respect awards are actually received and applied to assets that constitute (or will constitute) Collateral or in a Guarantor engaged in a Similar Business, as applicablereduce the principal balance outstanding.

Insurance/Condemnation Proceeds. No later than ten the first Business Days Day following the date of receipt by the Borrower Holdings or any of its Restricted Subsidiaries, or any Administrative Agent or the Collateral Trustee as loss payee, of any Net Insurance/Condemnation Proceeds (except with respect to Net Insurance/Condemnation Proceeds received in connection with the Deer Run Mine)Proceeds, Borrower shall prepay the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, thatthat no prepayment shall be required pursuant to this Section 2.11(b), in so long as Holdings shall have delivered to Administrative Agent no later than the case first Business Day following the date of insurance proceeds constituting receipt of such 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 a certificate of an Authorized Officer certifying that (iA) the Borrower shall have delivered a certificate no Default or Event of Default has occurred and is continuing, and (B) Holdings and its Subsidiaries intend 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 required prepayment pursuant to this Section 2.05(h), the Borrower notifies the Administrative Agents in writing of the Borrower’s and/or its Restricted Subsidiary’s intention to use the Net Insurance/Condemnation Proceeds 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), 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 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 used or 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 the applicable Permitted Reinvestment Period and (y) the Maturity Date; provided,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 365-day periodproceeds 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, 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 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, that if such Net Insurance/Condemnation Proceeds received by a Foreign Subsidiary of Borrower are not subject to the restrictions described in respect of assets that constitute Collateralthe immediately preceding proviso, the assets in which the portion of Borrower shall cause such Foreign Subsidiary to distribute such Net Insurance/Condemnation Proceeds derived from such Collateral is reinvested as set forth above will constitute Collateral or such capital expenditures made with such portion of to the Net Insurance/Condemnation Proceeds will be made with respect to assets that constitute (or will constitute) Collateral or in a Guarantor engaged in a Similar Business, as applicableBorrower promptly after receipt thereof.

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 Default, Trustor and Beneficiary shall jointly and reasonably agree on the Borrower 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 any Administrative Agent or the Collateral Trustee as loss payee, of any Net Insurance/Condemnation Proceeds (except with respect to Net Insurance/Condemnation Proceeds received in connection with the Deer Run Mine), Borrower shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, that, in the case event of insurance proceeds constituting Net Insurance/Condemnation Proceeds which are secured by Liens on a loss or damage to, or a taking of, the security in excess of $1,500,000, Beneficiary is authorized to adjust and compromise such loss without 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 check in payment thereof. Furthermore, if an insurance claim is no greater than $250,000 (or assets or property that gave rise to such proceeds) arising in connection with the Longwall Financing Arrangements (the a “Longwall Financing Net Insurance/Condemnation ProceedsMinor Claim”), such Longwall Financing Net Insurance/Condemnation Proceeds shall not Beneficiary agrees that insurance proceeds may be required to be so applied made available directly to the extent Trustor provided that (i) no Event of Default is then in existence and so long as Trustor promptly commences and diligently pursues to completion any required restoration Work utilizing such insurance proceeds. Subject to the Borrower provisions of Sections 9, 10 and 11 hereof, such proceeds or awards shall be applied first toward reimbursement of all costs and expenses of Beneficiary in collecting said proceeds or awards, then toward payment of the Indebtedness or any portion thereof, whether or not then due and payable, in whatever order Beneficiary may elect, or Beneficiary may, at its option, make said insurance proceeds or Condemnation awards available to Trustor in whole or in part toward restoration of the Security for which such insurance proceeds or Condemnation awards shall have delivered a certificate been paid. In the event of foreclosure of this Deed of Trust or other transfer of title 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, orSecurity and extinguishment, in lieu whole or in part, of repaymentthe Indebtedness, reinvest such proceeds all right, title, and interest of Trustor in assets and to any insurance policy, or property that, upon consummation premiums or payments in satisfaction of such reinvestmentclaims or any other rights thereunder then in force, shall be secured by Liens in favor of the secured parties pass to the Longwall Financing Arrangements, in either case, to purchaser or grantee notwithstanding 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 amount of any required prepayment pursuant to this Section 2.05(h), bid at such foreclosure sale. Nothing contained herein shall prevent the Borrower notifies the Administrative Agents in writing accrual of the Borrower’s and/or its Restricted Subsidiary’s intention to use the Net Insurance/Condemnation Proceeds to make Capital Expenditures or reinvest in assets that are, interest as provided 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 Note on any Permitted Acquisition) (or used to replace damaged or destroyed assets), then the Borrower shall not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so used or reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted Subsidiary, or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so use or reinvest such Net Insurance/Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds are so used or reinvested within 180 days after the expiration of such 365-day period; provided, 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 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, that if such 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 is reinvested as set forth above will constitute Collateral or such capital expenditures made with such portion of the Net Insurance/principal balance due under the Note until such time as the insurance proceeds or Condemnation Proceeds will be made with respect awards are actually received and applied to assets that constitute (or will constitute) Collateral or in a Guarantor engaged in a Similar Business, as applicablereduce the principal balance outstanding.

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 Proceeds (except with respect to Net Insurance/Condemnation Proceeds received in connection with the Deer Run Mine)Proceeds, Borrower shall prepay the Tranche A 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 required prepayment pursuant to this Section 2.05(h), the Borrower notifies the Administrative Agents in writing of the Borrower’s and/or its Restricted Subsidiary’s intention to use the Net Insurance/Condemnation Proceeds 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), 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, 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 Tranche A 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, that if such 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 is reinvested as set forth above will constitute Collateral or such capital expenditures made with such portion of the Net Insurance/Condemnation Proceeds will be made with respect to assets that constitute (or will constitute) Collateral or in a Guarantor engaged in a Similar Business, as applicable.

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 Default, Mortgagor and Mortgagee shall jointly and reasonably agree on the Borrower 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 any Administrative Agent or the Collateral Trustee as loss payee, of any Net Insurance/Condemnation Proceeds (except with respect to Net Insurance/Condemnation Proceeds received in connection with the Deer Run Mine), Borrower shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, that, in the case event of insurance proceeds constituting Net Insurance/Condemnation Proceeds which are secured by Liens on a loss or damage to, or a taking of, the security in excess of $1,500,000, Mortgagee is authorized to adjust and compromise such loss without 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 check in payment thereof. Furthermore, if an insurance claim is no greater than $250,000 (or assets or property that gave rise to such proceeds) arising in connection with the Longwall Financing Arrangements (the a “Longwall Financing Net Insurance/Condemnation ProceedsMinor Claim”), such Longwall Financing Net Insurance/Condemnation Proceeds shall not Mortgagee agrees that insurance proceeds may be required to be so applied made available directly to the extent Mortgagor provided that (i) no Event of Default is then in existence and so long as Mortgagor promptly commences and diligently pursues to completion any required restoration Work utilizing such insurance proceeds. Subject to the Borrower provisions of Sections 9, 10 and 11 hereof, such proceeds or awards shall be applied first toward reimbursement of all costs and expenses of Mortgagee in collecting said proceeds or awards, then toward payment of the Indebtedness or any portion thereof, whether or not then due and payable, in whatever order Mortgagee may elect, or Mortgagee may, at its option, make said insurance proceeds or Condemnation awards available to Mortgagor in whole or in part toward restoration of the Security for which such insurance proceeds or Condemnation awards shall have delivered a certificate been paid. In the event of foreclosure of this Mortgage or other transfer of title 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, orSecurity and extinguishment, in lieu whole or in part, of repaymentthe Indebtedness, reinvest such proceeds all right, title, and interest of Mortgagor in assets and to any insurance policy, or property that, upon consummation premiums or payments in satisfaction of such reinvestmentclaims or any other rights thereunder then in force, shall be secured by Liens in favor of the secured parties pass to the Longwall Financing Arrangements, in either case, to purchaser or grantee notwithstanding 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 amount of any required prepayment pursuant to this Section 2.05(h), bid at such foreclosure sale. Nothing contained herein shall prevent the Borrower notifies the Administrative Agents in writing accrual of the Borrower’s and/or its Restricted Subsidiary’s intention to use the Net Insurance/Condemnation Proceeds to make Capital Expenditures or reinvest in assets that are, interest as provided 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 Note on any Permitted Acquisition) (or used to replace damaged or destroyed assets), then the Borrower shall not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so used or reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted Subsidiary, or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so use or reinvest such Net Insurance/Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds are so used or reinvested within 180 days after the expiration of such 365-day period; provided, 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 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, that if such 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 is reinvested as set forth above will constitute Collateral or such capital expenditures made with such portion of the Net Insurance/principal balance due under the Note until such time as the insurance proceeds or Condemnation Proceeds will be made with respect awards are actually received and applied to assets that constitute (or will constitute) Collateral or in a Guarantor engaged in a Similar Business, as applicablereduce the principal balance outstanding.

Insurance/Condemnation Proceeds. No later than ten Business Days following Subject to the date provisions of receipt by the 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 a taking of, the Security. Unless an Event of Default or Potential Event of Default exists and is continuing, Borrower shall be permitted to make proof of loss, to adjust, settle and compromise (i) any Administrative Agent or the Collateral Trustee as loss payee, of any Net Insurance/Condemnation Proceeds (except with respect to Net Insurance/Condemnation Proceeds received claim under insurance policies in connection with any fire or other casualty, or (ii) any proceeding for the Deer Run Mine), Borrower shall prepay condemnation of the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, thatSecurity, in the each 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 casualty loss 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 required prepayment pursuant to this Section 2.05(h), the Borrower notifies the Administrative Agents in writing of the Borrower’s and/or its Restricted Subsidiary’s intention to use the Net Insurance/Condemnation Proceeds 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), 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 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 use or reinvest such Net Insurance/Condemnation Proceeds during such 365Lender’s reasonable discretion as attorney-day period, such Net Insurance/Condemnation Proceeds are so used or reinvested within 180 days after the expiration of such 365in-day period; provided, further, 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 used or 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 Loans after the expiration of such period insurance proceeds or condemnation awards directly to Lender, or (ii) in an amount which is equal to such Net Insurance/Condemnation Proceeds or less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), Lender hereby authorizes and directs any amount so used affected insurance company or reinvested; provided, further, that if such Net Insurance/Condemnation Proceeds are in respect government agency to make payment of assets that constitute Collateral, the assets in which insurance proceeds or condemnation awards directly to Borrower. Lender agrees to promptly execute and delver any additional authorization or direction required by the portion insurance company or government agency for the payment of such Net Insurance/Condemnation Proceeds derived from proceeds or award, and otherwise cooperate with Borrower in obtaining same, provided Lender is not required to pay any cost or incur any expense in connection therewith. In the event that any such Collateral insurance proceeds or condemnation awards are paid directly to Borrower or Lender, as applicable, in contravention of the provisions of this Security Instrument, Borrower or Lender, as applicable, shall deliver such proceeds or awards to the other party within five (5) days of Borrower’s or Lender’s receipt thereof, as applicable. No such loss or damage shall itself reduce the Indebtedness. With respect to any such casualty loss or condemnation award which Borrower reasonably anticipates to exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), Lender is reinvested authorized to collect and receive such proceeds or awards in the name of Lender and Borrower and to endorse Borrower’s name upon any check in payment thereof. Subject to the provisions of Sections 9, 10 and 11 hereof, such proceeds or awards disbursed to Lender shall be applied first toward reimbursement of all third-party, out-of-pocket costs and expenses of Lender in collecting said proceeds or awards, then toward payment of the Indebtedness or any portion thereof, whether or not then due and payable, in whatever order Lender may elect, or Lender may, at its option, apply said insurance proceeds or condemnation awards in whole or in part toward restoration of the Security for which such insurance proceeds or condemnation awards shall have been paid to 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 set forth above will constitute Collateral or such capital expenditures made with such provided in the Note on any portion of the Net Insurance/principal balance due under the Note until such time as the insurance proceeds or Condemnation Proceeds will be made with respect awards are actually received by Lender and applied to assets that constitute (or will constitute) Collateral or in a Guarantor engaged in a Similar Business, as applicablereduce the principal balance outstanding.

Insurance/Condemnation Proceeds. No later than ten the fifth (5th) Business Days Day following the date of receipt by the Borrower any Credit Party or any of its Restricted Subsidiaries, or any Administrative Agent or the Collateral Trustee as lender loss payee, of any Net Insurance/Condemnation Proceeds (except with respect to it being understood that such Net Insurance/Condemnation Proceeds received in connection with by a Credit Party shall be deposited by such Credit Party into a Controlled Account on the Deer Run Minesame Business Day as receipt thereof), Borrower Company shall prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, that, 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 required prepayment pursuant to this Section 2.05(h), the Borrower notifies the Administrative Agents in writing of the Borrower’s and/or its Restricted Subsidiary’s intention to use the Net Insurance/Condemnation Proceeds 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), 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, 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 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, that if such Net Insurance/Condemnation Proceeds are in respect of assets that constitute Collateral, the assets in which the portion 100% of such Net Insurance/Condemnation Proceeds derived from plus any amounts due pursuant to Sections 2.10(b); provided, that so long as no Default or Event of Default shall have occurred and be continuing, (such Collateral is reinvested as set forth above will constitute Collateral amounts, the “Insurance/Condemnation Reinvestments Amounts”), Company shall have the option, directly or through one or more of its Subsidiaries to invest such capital expenditures made with such portion Insurance/Condemnation Reinvestment Amounts within two hundred seventy (270) days of receipt thereof (the “Insurance/Condemnation Reinvestment Period”) in long term assets of the general type used in the business of the Company and its Subsidiaries (as of the Closing Date), which investment may include the repair, restoration or replacement of the relevant assets in respect of which such Net Insurance/Condemnation Proceeds will were received. In the event that such Insurance/Condemnation Reinvestment Amounts are not reinvested by Company prior to the earlier of (i) the expiration of the applicable Insurance/Condemnation Reinvestment Period, and (ii) the occurrence of an Event of Default, then, at such time, an Event of Default shall be deemed to have occurred and be continuing under this Section 2.13(b) until a prepayment is made with respect to assets that constitute (or will constituteany such escrow is applied by Administrative Agent as a prepayment) Collateral or in a Guarantor engaged in a Similar Business, as applicablean amount equal to such Insurance/Condemnation Reinvestment Amounts that have not been so reinvested.

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 the Borrower 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 any Administrative Agent the Beneficiary may, at its option, apply said insurance proceeds or condemnation awards in whole or in part toward restoration of the Collateral Trustee as loss payeeSecurity 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 Proceeds (except with respect insurance policy, or premiums or payments in satisfaction of claims or any other rights thereunder then in force, shall pass to Net Insurance/Condemnation Proceeds received in connection with the Deer Run Mine), Borrower purchaser or grantee notwithstanding the amount of any bid at such foreclosure sale. Nothing contained herein shall prepay prevent the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, that, accrual of interest as provided in the case of insurance proceeds constituting Net Insurance/Condemnation Proceeds which are secured by Liens Notes 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 required prepayment pursuant to this Section 2.05(h), the Borrower notifies the Administrative Agents in writing of the Borrower’s and/or its Restricted Subsidiary’s intention to use the Net Insurance/Condemnation Proceeds 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), 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, 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 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, that if such 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 is reinvested as set forth above will constitute Collateral or such capital expenditures made with such portion of the Net Insurance/Condemnation Proceeds will be made with respect principal balance due under the Notes until such time as the insurance proceeds or condemnation awards are actually received and applied to assets that constitute (or will constitute) Collateral or in a Guarantor engaged in a Similar Business, as applicablereduce the principal balance outstanding.

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 Default, Grantor and Beneficiary shall jointly and reasonably agree on the Borrower 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 any Administrative Agent or the Collateral Trustee as loss payee, of any Net Insurance/Condemnation Proceeds (except with respect to Net Insurance/Condemnation Proceeds received in connection with the Deer Run Mine), Borrower shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, that, in the case event of insurance proceeds constituting Net Insurance/Condemnation Proceeds which are secured by Liens on a loss or damage to, or a taking of, the security in excess of $1,500,000, Beneficiary is authorized to adjust and compromise such loss without 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 check in payment thereof. Furthermore, if an insurance claim is no greater than $250,000 (or assets or property that gave rise to such proceeds) arising in connection with the Longwall Financing Arrangements (the a “Longwall Financing Net Insurance/Condemnation ProceedsMinor Claim”), such Longwall Financing Net Insurance/Condemnation Proceeds shall not Beneficiary agrees that insurance proceeds may be required to be so applied made available directly to the extent Grantor provided that (i) no Event of Default is then in existence and so long as Grantor promptly commences and diligently pursues to completion any required restoration Work utilizing such insurance proceeds. Subject to the Borrower provisions of Sections 9, 10 and 11 hereof, such proceeds or awards shall be applied first toward reimbursement of all costs and expenses of Beneficiary in collecting said proceeds or awards, then toward payment of the Indebtedness or any portion thereof, whether or not then due and payable, in whatever order Beneficiary may elect, or Beneficiary may, at its option, make said insurance proceeds or Condemnation awards available to Grantor in whole or in part toward restoration of the Security for which such insurance proceeds or Condemnation awards shall have delivered a certificate been paid. In the event of foreclosure of this Deed of Trust or other transfer of title 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, orSecurity and extinguishment, in lieu whole or in part, of repaymentthe Indebtedness, reinvest such proceeds all right, title, and interest of Grantor in assets and to any insurance policy, or property that, upon consummation premiums or payments in satisfaction of such reinvestmentclaims or any other rights thereunder then in force, shall be secured by Liens in favor of the secured parties pass to the Longwall Financing Arrangements, in either case, to purchaser or grantee notwithstanding 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 amount of any required prepayment pursuant to this Section 2.05(h), bid at such foreclosure sale. Nothing contained herein shall prevent the Borrower notifies the Administrative Agents in writing accrual of the Borrower’s and/or its Restricted Subsidiary’s intention to use the Net Insurance/Condemnation Proceeds to make Capital Expenditures or reinvest in assets that are, interest as provided 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 Note on any Permitted Acquisition) (or used to replace damaged or destroyed assets), then the Borrower shall not be required to make a prepayment to the extent (x) the Net Insurance/Condemnation Proceeds are so used or reinvested within 365 days following receipt thereof by the Borrower and/or such Restricted Subsidiary, or (y) if the Borrower and/or such Restricted Subsidiary, as applicable, has committed in writing to so use or reinvest such Net Insurance/Condemnation Proceeds during such 365-day period, such Net Insurance/Condemnation Proceeds are so used or reinvested within 180 days after the expiration of such 365-day period; provided, 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 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, that if such 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 is reinvested as set forth above will constitute Collateral or such capital expenditures made with such portion of the Net Insurance/principal balance due under the Note until such time as the insurance proceeds or Condemnation Proceeds will be made with respect awards are actually received and applied to assets that constitute (or will constitute) Collateral or in a Guarantor engaged in a Similar Business, as applicablereduce the principal balance outstanding.

Insurance/Condemnation Proceeds. Mortgagor hereby assigns to Mortgagee ------------------------------- all proceeds of any insurance or condemnation 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 payments 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) days of Mortgagor's receipt thereof. No later than ten Business Days following such loss or damage shall itself reduce the date Indebtedness. Mortgagee is authorized to adjust and compromise such loss without the consent of receipt by Mortgagor (if an Event of Default shall then exist), to collect and receive such proceeds or awards in the Borrower name of Mortgagee and Mortgagor and to endorse Mortgagor'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 reasonable costs and expenses of Mortgagee in collecting said proceeds or awards, and then toward payment of the Indebtedness or any portion thereof, whether or not then due and payable, in whatever order Mortgagee may elect. In the event of its Restricted Subsidiariesforeclosure 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 premiums or payments in satisfaction of claims or any Administrative Agent other rights thereunder then in force, shall pass to the purchaser or grantee notwithstanding the Collateral Trustee as loss payee, amount of any Net Insurance/Condemnation Proceeds (except with respect to Net Insurance/Condemnation Proceeds received in connection with bid at such foreclosure sale. Nothing contained herein shall prevent the Deer Run Mine), Borrower shall prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, that, accrual of interest as provided in the case of insurance proceeds constituting Net Insurance/Condemnation Proceeds which are secured by Liens Note 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 required prepayment pursuant to this Section 2.05(h), the Borrower notifies the Administrative Agents in writing of the Borrower’s and/or its Restricted Subsidiary’s intention to use the Net Insurance/Condemnation Proceeds 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), 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, 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 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, that if such 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 is reinvested as set forth above will constitute Collateral or such capital expenditures made with such portion of the Net Insurance/Condemnation Proceeds will be made with respect principal balance due under the Note until such time as the insurance proceeds or condemnation awards are actually received and applied to assets that constitute (or will constitute) Collateral or in a Guarantor engaged in a Similar Business, as applicablereduce the principal balance outstanding.