Common use of Net Insurance/Condemnation Proceeds Clause in Contracts

Net Insurance/Condemnation Proceeds. Upon receipt by Company or any of its Subsidiaries of any amount in excess of $10,000,000 in the aggregate of Net Insurance/Condemnation Proceeds other than from business interruption insurance (such excess amount being referred to herein as “Excess Net Insurance/Condemnation Proceeds”), Company shall apply an amount equal to such Excess Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitment Amount shall be reduced) as provided in subsection 2.4A; provided that so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Company may, or may cause one or more of its Subsidiaries to, promptly and diligently apply such Excess Net Insurance/Condemnation Proceeds to pay or reimburse or establish reserves for the costs of repairing, restoring or replacing the assets in respect of which such Excess Net Insurance/Condemnation Proceeds were received or acquiring or repairing other fixed or capital assets useful and necessary in its business, to the extent not so applied, to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A; provided, however, if (a) Company, within 180 days of receipt of such Excess Net Insurance/Condemnation Proceeds, has not used all or any portion of such Excess Net Insurance/Condemnation Proceeds as provided above and has not delivered to Administrative Agent evidence reasonably satisfactory to Administrative Agent that Company has entered into one or more binding contractual commitments to so use such Excess Net Insurance/Condemnation Proceeds, (b) Company, within 360 days after the date of receipt of such Excess Net Insurance/Condemnation Proceeds, has not used all or any portion of such Excess Net Insurance/Condemnation Proceeds or (c) an Event of Default or Potential Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Excess Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A.

Net Insurance/Condemnation Proceeds. Upon No later than the tenth Business Day following the date of receipt by Company the Borrower or any of its Subsidiaries of any amount in excess of $10,000,000 in the aggregate of Net Insurance/Condemnation Proceeds other than from business interruption insurance (such in excess amount being referred to herein as “Excess Net Insurance/Condemnation Proceeds”)of $500,000 for all Casualty Events in any fiscal year of the Borrower, Company the Borrower shall apply prepay the Loans in an aggregate amount equal to such Excess Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitment Amount shall be reduced) as provided in subsection 2.4Aexcess; provided that provided, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Company maythe Borrower shall have the option, directly or may cause through one or more of its Subsidiaries toto invest such excess amount within 270 days (or, promptly in the case of a binding commitment to reinvest entered into within 270 days, 405 days) of receipt thereof (i) in assets used or that are useful in the business of the Borrower and diligently apply its Subsidiaries or (ii) to repair, restore or replace the assets subject to the applicable Casualty Event; and provided, further, that an amount equal to any such Excess Net Insurance/Condemnation Proceeds that have not been reinvested within 270 days (or, in the case of a binding commitment to pay or reimburse or establish reserves for reinvest entered into within 270 days, 405 days) of receipt thereof shall be applied by the costs of repairingBorrower to prepay the Loans in accordance with Section 2.11(e) and Section 2.11(f). Notwithstanding anything to the contrary herein, restoring or replacing the assets in with respect of which such Excess to any Net Insurance/Condemnation Proceeds were received or acquiring or repairing other fixed or capital assets useful and necessary of any Revolving Loan Priority Collateral (as defined in its businessthe Intercreditor Agreement), to the extent not so applied, Borrower’s obligation to prepay the Loans (and/or the Revolving Loan Commitments under this Section 2.11(b) shall be reduced) as provided in subsection 2.4A; provided, however, if (a) Company, within 180 days of receipt of such Excess Net Insurance/Condemnation Proceeds, has not deemed satisfied to the extent that the amount that would otherwise be required to be used all or any portion of such Excess Net Insurance/Condemnation Proceeds as provided above and has not delivered to Administrative Agent evidence reasonably satisfactory to Administrative Agent that Company has entered into one or more binding contractual commitments to so use such Excess Net Insurance/Condemnation Proceeds, (b) Company, within 360 days after the date of receipt of such Excess Net Insurance/Condemnation Proceeds, has not used all or any portion of such Excess Net Insurance/Condemnation Proceeds or (c) an Event of Default or Potential Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Excess Net Insurance/Condemnation Proceeds to prepay the Loans under this Section 2.11(b)(iii) is (and/or y) required to be applied and is in fact applied to prepay the loans (but without requiring any permanent reduction of the commitments under the Revolving Loan Commitments shall be reducedAgreement) as within the time period required by the terms of the Revolving Loan Agreement (including any grace period provided in subsection 2.4A.connection therewith) or (z) reinvested in the business of the Borrower and its Subsidiaries pursuant to the terms of the Revolving Loan Agreement.

Net Insurance/Condemnation Proceeds. Upon No later than the tenth Business Day following the date of receipt by Company the Borrower or any of its Subsidiaries of any amount in excess of $10,000,000 in the aggregate of Net Insurance/Condemnation Proceeds other than from business interruption insurance in excess of $500,000 for all Casualty Events in any fiscal year of the Borrower, the Borrower shall prepay outstanding Term Loans (such excess amount being referred but, with respect to herein as “Excess Net Insurance/Condemnation Proceeds”any Incremental Loans, only to the extent agreed pursuant to Section 2.23(d)(iv)) (and, Company shall apply to the extent Section 2.11(j) is applicable, to permanently repay Revolving Loans (with a corresponding permanent reduction in Revolving Loan Commitment) or permanently reduce the Unutilized Revolving Loan Commitment, in each case, in the amounts and pursuant to the terms set forth in Section 2.11(j)) in an aggregate amount equal to such Excess Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitment Amount shall be reduced) as provided in subsection 2.4Aexcess; provided that provided, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Company maythe Borrower shall have the option, directly or may cause through one or more of its Subsidiaries toto invest such excess amount within 270 days (or, promptly in the case of a binding commitment to reinvest entered into within 270 days, 405 days) of receipt thereof (i) in assets used or that are useful in the business of the Borrower and diligently apply its Subsidiaries or (ii) to repair, restore or replace the assets subject to the applicable Casualty Event; and provided, further, that an amount equal to any such Excess Net Insurance/Condemnation Proceeds that have not been reinvested within 270 days (or, in the case of a binding commitment to pay or reimburse or establish reserves for reinvest entered into within 270 days, 405 days) of receipt thereof shall be applied by the costs of repairingBorrower to prepay the Term Loans (but, restoring or replacing with respect to any Incremental Loans, only to the assets in respect of which such Excess Net Insurance/Condemnation Proceeds were received or acquiring or repairing other fixed or capital assets useful and necessary in its businessextent agreed pursuant to Section 2.23(d)(iv)) (and/or, to the extent not so appliedrequired by Section 2.11(j), to prepay the Revolving Loans (and/or with a corresponding permanent reduction of the Revolving Loan Commitments shall be reducedCommitment) as provided in subsection 2.4A; provided, however, if (a) Company, within 180 days of receipt of such Excess Net Insurance/Condemnation Proceeds, has not used all or any portion of such Excess Net Insurance/Condemnation Proceeds as provided above and has not delivered to Administrative Agent evidence reasonably satisfactory to Administrative Agent that Company has entered into one or more binding contractual commitments to so use such Excess Net Insurance/Condemnation Proceeds, (b) Company, within 360 days after permanently reduce the date of receipt of such Excess Net Insurance/Condemnation Proceeds, has not used all or any portion of such Excess Net Insurance/Condemnation Proceeds or (c) an Event of Default or Potential Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Excess Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Unutilized Revolving Loan Commitments shall be reducedCommitment, in each case, in the amounts and pursuant to the terms set forth in Section 2.11(j)) as provided in subsection 2.4A.accordance with Section 2.11(f) and Section 2.11(g) (and, to the extent applicable, Section 2.11(j)).

Net Insurance/Condemnation Proceeds. Upon receipt (a) Unless prohibited by Company contractual or other legal requirement, all policies of insurance required to be maintained under any Credit Document shall (a) name Collateral Agent, for the benefit of Secured Parties, as an additional insured thereunder as its Subsidiaries interests may appear and (b) in the case of each business interruption and casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to Revolver Loan Agent and Term Loan Agent, that names Collateral Agent for the benefit of Secured Parties as the loss payee thereunder for any amount covered loss in excess of $10,000,000 1,000,000 and provides for at least 30 days prior written notice to Collateral Agent of any modification or cancellation of such policy. As soon as practicable after the Closing Date, Company shall deliver to Agents, a certificate from Borrowers' insurance broker(s) or other evidence satisfactory to it that all insurance required to be maintained pursuant to this subsection 2.3 is in full force and effect and that Collateral Agent on behalf of Secured Parties has been named as additional insured and/or loss payee thereunder to the aggregate extent required under this subsection 2.3. (b) Upon receipt by Collateral Agent of any Net Insurance/Condemnation Proceeds other than from business interruption insurance as loss payee, (a) if and to the extent Company would have been required to apply such excess amount being referred to herein as “Excess Net Insurance/Condemnation Proceeds”Proceeds (if it had received them directly) pursuant to the Revolver Credit Agreement (or, if the Revolver Loan Obligations have been Paid in Full, the Term Loan Agreement), Collateral Agent shall, and Company hereby authorizes Collateral Agent to, apply such Net Insurance/Condemnation Proceeds as provided in subsection 4.1(b) or, to the extent applicable, subsection 4.2, and (b) to the extent the foregoing clause (a) does not apply, Collateral Agent shall apply an amount equal to deliver such Excess Net Insurance/Condemnation Proceeds to prepay Company, and (1) Company and its Subsidiaries may retain and apply any portion thereof that is business interruption insurance proceeds for working capital purposes or any other purposes not prohibited under the Loans Credit Agreements and (and/or the Revolving Loan Commitment Amount shall be reduced2) as provided in subsection 2.4A; provided that so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Company mayshall, or may shall cause one or more of its Subsidiaries to, promptly and diligently apply such Excess Net Insurance/Condemnation Proceeds that are not business interruption insurance proceeds to pay or reimburse or establish reserves for the costs of repairing, restoring restoring, or replacing the assets in respect of which such Excess Net Insurance/Condemnation Proceeds were received or acquiring or repairing other fixed or capital assets useful and necessary in its business, to the extent not so applied, to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4Areceived; provided, howeverhowever that if at any time Senior Agent reasonably determines (A) that Company or such Subsidiary is not proceeding diligently with such repair, if (a) Companyrestoration or replacement or that such repair, restoration or replacement cannot be completed within 180 days of after the receipt by Collateral Agent of such Excess Net Insurance/Condemnation Proceeds, has not used all or any portion of Senior Agent may direct Collateral Agent, and Company hereby authorizes Senior Agent and Collateral Agent to apply such Excess Net Insurance/Condemnation Proceeds as provided above and has not delivered to Administrative Agent evidence reasonably satisfactory to Administrative Agent that Company has entered into one or more binding contractual commitments to so use such Excess Net Insurance/Condemnation Proceeds, (b) Company, within 360 days after the date of receipt of such Excess Net Insurance/Condemnation Proceeds, has not used all or any portion of such Excess Net Insurance/Condemnation Proceeds or (c) an Event of Default or Potential Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Excess Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A.4.1(b).

Net Insurance/Condemnation Proceeds. Upon No later than the tenth Business Day following the date of receipt by Company the Borrower or any of its Subsidiaries of any amount in excess of $10,000,000 in the aggregate of Net Insurance/Condemnation Proceeds other than from business interruption insurance in excess of $500,000 for all Casualty Events in any fiscal year of the Borrower, the Borrower shall prepay the Loansoutstanding Term Loans (such excess amount being referred but, with respect to herein as “Excess Net Insurance/Condemnation Proceeds”any Incremental Loans, only to the extent agreed pursuant to Section 2.23(d)(iv)) (and, Company shall apply to the extent Section 2.11(j) is applicable, to permanently repay Revolving Loans (with a corresponding permanent reduction in Revolving Loan Commitment) or permanently reduce the Unutilized Revolving Loan Commitment, in each case, in the amounts and pursuant to the terms set forth in Section 2.11(j)) in an aggregate amount equal to such Excess Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitment Amount shall be reduced) as provided in subsection 2.4Aexcess; provided that provided, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Company maythe Borrower shall have the option, directly or may cause through one or more of its Subsidiaries toto invest such excess amount within 270 days (or, promptly in the case of a binding commitment to reinvest entered into within 270 days, 405 days) of receipt thereof (i) in assets used or that are useful in the business of the Borrower and diligently apply its Subsidiaries or (ii) to repair, restore or replace the assets subject to the applicable Casualty Event; and provided, further, that an amount equal to any such Excess Net Insurance/Condemnation Proceeds that have not been reinvested within 270 days (or, in the case of a binding commitment to pay reinvest entered into within 270 days, 405 days) of receipt thereof shall be applied by the Borrower to prepay the LoansTerm Loans (but, with respect to any Incremental Loans, only to the extent agreed pursuant to Section 2.23(d)(iv)) (and/or, to the extent required by Section 2.11(j), the Revolving Loans (with a corresponding permanent reduction of the Revolving Loan Commitment) or reimburse or establish reserves for permanently reduce the costs of repairingUnutilized Revolving Loan Commitment, restoring or replacing in each case, in the assets amounts and pursuant to the terms set forth in Section 2.11(j)) in accordance with Section 2.11(e) and Section 2.11(f). Notwithstanding anything to 9335/74326-004 current/38542033v9 [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. the contrary herein, with respect of which such Excess to any Net Insurance/Condemnation Proceeds were received of any Revolving Loan Priority Collateral (as defined in the Intercreditor Agreement), the Borrower’s obligation to prepay the Loans under this Section 2.11(b) shall be deemed satisfied to the extent that the amount that would otherwise be required to be used to prepay the Loans under this Section 2.11(b)(iii) is (y) required to be applied and is in fact applied to prepay the loans (but without requiring any permanent reduction of the commitments under the Revolving Loan Agreement) within the time period required by the terms of the Revolving Loan Agreement (including any grace period provided in connection therewith) or acquiring or repairing other fixed or capital assets useful (z) reinvested in the business of the Borrower and necessary in its businessSubsidiaries pursuant to the terms of the Revolving Loan Agreement.f) and Section 2.11(g) (and, to the extent not so appliedapplicable, to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A; provided, however, if (a) Company, within 180 days of receipt of such Excess Net Insurance/Condemnation Proceeds, has not used all or any portion of such Excess Net Insurance/Condemnation Proceeds as provided above and has not delivered to Administrative Agent evidence reasonably satisfactory to Administrative Agent that Company has entered into one or more binding contractual commitments to so use such Excess Net Insurance/Condemnation Proceeds, (b) Company, within 360 days after the date of receipt of such Excess Net Insurance/Condemnation Proceeds, has not used all or any portion of such Excess Net Insurance/Condemnation Proceeds or (c) an Event of Default or Potential Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Excess Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A.Section 2.11(j)).

Net Insurance/Condemnation Proceeds. Upon receipt (a) Unless prohibited by Company contractual or other legal requirement, all policies of insurance required to be maintained under any Credit Document shall (a) name Collateral Agent, for the benefit of Secured Parties, as an additional insured thereunder as its Subsidiaries interests may appear and (b) in the case of each business interruption and casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to Detroit L/C Facility Agent and New L/C Agent, that names Collateral Agent for the benefit of Secured Parties as the loss payee thereunder for any amount covered loss in excess of $10,000,000 1,000,000 and provides for at least 30 days prior written notice to Collateral Agent of any modification or cancellation of such policy. As soon as practicable after the Closing Date, Company shall deliver to Agents a certificate from Borrowers' insurance broker(s) or other evidence satisfactory to it that all insurance required to be maintained pursuant to this subsection 2.3 is in full force and effect and that Collateral Agent on behalf of Secured Parties has been named as additional insured and/or loss payee thereunder to the aggregate extent required under this subsection 2.3. (b) Upon receipt by Collateral Agent of any Net Insurance/Condemnation Proceeds other than from business interruption insurance as loss payee, (a) if and to the extent Company would have been required to apply such excess amount being referred to herein as “Excess Net Insurance/Condemnation Proceeds”Proceeds (if it had received them directly) pursuant to the Detroit L/C Facility Agreement (or, if the Detroit L/C Obligations have Domestic Intercreditor Agreement been Paid in Full, the New L/C Facility Agreement), Collateral Agent shall, and Company hereby authorizes Collateral Agent to, apply such Net Insurance/Condemnation Proceeds as provided in subsection 4.1(a) or, to the extent applicable, subsection 4.2 and (b) to the extent the foregoing clause (a) does not apply, Collateral Agent shall apply an amount equal to deliver such Excess Net Insurance/Condemnation Proceeds to prepay Company, and (1) Company and its Subsidiaries may retain and apply any portion thereof that is business interruption insurance proceeds for working capital purposes or any other purposes not prohibited under the Loans Facility Agreements and (and/or the Revolving Loan Commitment Amount shall be reduced2) as provided in subsection 2.4A; provided that so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Company mayshall, or may shall cause one or more of its Subsidiaries to, promptly and diligently apply such Excess Net Insurance/Condemnation Proceeds that are not business interruption insurance proceeds to pay or reimburse or establish reserves for the costs of repairing, restoring restoring, or replacing the assets in respect of which such Excess Net Insurance/Condemnation Proceeds were received or acquiring or repairing other fixed or capital assets useful and necessary in its business, to the extent not so applied, to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4Areceived; provided, howeverhowever that if at any time Senior Agent reasonably determines (A) that Company or such Subsidiary is not proceeding diligently with such repair, if (a) Companyrestoration or replacement or that such repair, restoration or replacement cannot be completed within 180 days of after the receipt by Collateral Agent of such Excess Net Insurance/Condemnation Proceeds, has not used all or any portion of Senior Agent may direct Collateral Agent, and Company hereby authorizes Senior Agent and Collateral Agent to apply such Excess Net Insurance/Condemnation Proceeds as provided above and has not delivered to Administrative Agent evidence reasonably satisfactory to Administrative Agent that Company has entered into one or more binding contractual commitments to so use such Excess Net Insurance/Condemnation Proceeds, (b) Company, within 360 days after the date of receipt of such Excess Net Insurance/Condemnation Proceeds, has not used all or any portion of such Excess Net Insurance/Condemnation Proceeds or (c) an Event of Default or Potential Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Excess Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A.4.1(a).

Net Insurance/Condemnation Proceeds. Upon receipt (a) Unless prohibited by Company contractual or other legal requirement, all policies of insurance required to be maintained under any Credit Document shall (a) name Collateral Agent, for the benefit of Secured Parties, as an additional insured thereunder as its Subsidiaries interests may appear and (b) in the case of each business interruption and casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to Detroit L/C Facility Agent and New L/C Agent, that names Collateral Agent for the benefit of Secured Parties as the loss payee thereunder for any amount covered loss in excess of $10,000,000 1,000,000 and provides for at least 30 days prior written notice to Collateral Agent of any modification or cancellation of such policy. As soon as practicable after the Closing Date, Company shall deliver to Agents a certificate from Borrowers' insurance broker(s) or other evidence satisfactory to it that all insurance required to be maintained pursuant to this subsection 2.3 is in full force and effect and that Collateral Agent on behalf of Secured Parties has been named as additional insured and/or loss payee thereunder to the aggregate extent required under this subsection 2.3. (b) Upon receipt by Collateral Agent of any Net Insurance/Condemnation Proceeds other than from business interruption insurance as loss payee, (a) if and to the extent Company would have been required to apply such excess amount being referred to herein as “Excess Net Insurance/Condemnation Proceeds”Proceeds (if it had received them directly) pursuant to the Detroit L/C Facility Agreement (or, if the Detroit L/C Obligations have been Paid in Full, the New L/C Facility Agreement), Collateral Agent shall, and Company hereby authorizes Collateral Agent to, apply such Net Insurance/Condemnation Proceeds as provided in subsection 4.1(a) or, to the extent applicable, subsection 4.2 and (b) to the extent the foregoing clause (a) does not apply, Collateral Agent shall apply an amount equal to deliver such Excess Net Insurance/Condemnation Proceeds to prepay Company, and (1) Company and its Subsidiaries may retain and apply any portion thereof that is business interruption insurance proceeds for working capital purposes or any other purposes not prohibited under the Loans Facility Agreements and (and/or the Revolving Loan Commitment Amount shall be reduced2) as provided in subsection 2.4A; provided that so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Company mayshall, or may shall cause one or more of its Subsidiaries to, promptly and diligently apply such Excess Net Insurance/Condemnation Proceeds that are not business interruption insurance proceeds to pay or reimburse or establish reserves for the costs of repairing, restoring restoring, or replacing the assets in respect of which such Excess Net Insurance/Condemnation Proceeds were received or acquiring or repairing other fixed or capital assets useful and necessary in its business, to the extent not so applied, to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4Areceived; provided, howeverhowever that if at any time Senior Agent reasonably determines (A) that Company or such Subsidiary is not proceeding diligently with such repair, if (a) Companyrestoration or replacement or that such repair, restoration or replacement cannot be completed within 180 days of after the receipt by Collateral Agent of such Excess Net Insurance/Condemnation Proceeds, has not used all or any portion of Senior Agent may direct Collateral Agent, and Company hereby authorizes Senior Agent and Collateral Agent to apply such Excess Net Insurance/Condemnation Proceeds as provided above and has not delivered to Administrative Agent evidence reasonably satisfactory to Administrative Agent that Company has entered into one or more binding contractual commitments to so use such Excess Net Insurance/Condemnation Proceeds, (b) Company, within 360 days after the date of receipt of such Excess Net Insurance/Condemnation Proceeds, has not used all or any portion of such Excess Net Insurance/Condemnation Proceeds or (c) an Event of Default or Potential Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Excess Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A.4.1(a).

Net Insurance/Condemnation Proceeds. Upon receipt by Company or any of its Subsidiaries of any amount in excess of $10,000,000 in the aggregate of Net Insurance/Condemnation Proceeds other than from business interruption insurance or Hurricane Xxxxxxx Insurance Proceeds (such excess amount being referred to herein as “Excess Net Insurance/Condemnation Proceeds”), Company shall apply an amount equal to such Excess Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitment Amount shall be reduced) as provided in subsection subsections 2.4A; provided that so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Company may, or may cause one or more of its Subsidiaries to, promptly and diligently apply such Excess Net Insurance/Condemnation Proceeds to pay or reimburse or establish reserves for the costs of repairing, restoring or replacing the assets in respect of which such Excess Net Insurance/Condemnation Proceeds were received or acquiring or repairing other fixed or capital assets useful and necessary in its business, to the extent not so applied, to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A; provided, however, if (a) Company, within 180 days of receipt of such Excess Net Insurance/Condemnation Proceeds, has not used all or any portion of such Excess Net Insurance/Condemnation Proceeds as provided above and has not delivered to Administrative Agent evidence reasonably satisfactory to Administrative Agent that Company has entered into one or more binding contractual commitments to so use such Excess Net Insurance/Condemnation Proceeds, (b) Company, within 360 days after the date of receipt of such Excess Net Insurance/Condemnation Proceeds, has not used all or any portion of such Excess Net Insurance/Condemnation Proceeds or (c) an Event of Default or Potential Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Excess Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A.