Common use of Other Net Insurance/Condemnation Proceeds Clause in Contracts

Other Net Insurance/Condemnation Proceeds. Upon receipt by Company or any of its Subsidiaries or by Administrative Agent as loss payee of any Net Insurance/Condemnation Proceeds other than from business interruption insurance: (a) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Administrative Agent, if it received such Net Insurance/Condemnation Proceeds, shall deliver them to Company, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply any such Net Insurance/Condemnation Proceeds to pay or reimburse the costs of repairing, restoring or replacing (including replacing such assets by investing in a different geographical area) the assets in respect of which such Net Insurance/Condemnation Proceeds were received or, to the extent not so applied, to prepay the Loans as provided in subsection 2.4B; and (b) if at any time (1) an Event of Default or Potential Event of Default shall have occurred and be continuing or (2) Administrative Agent reasonably determines (A) that Company or such Subsidiary is not proceeding diligently with such repair, restoration or replacement, (B) that such repair, restoration or replacement cannot be completed with the Net Insurance/Condemnation Proceeds, together with funds otherwise available to Company for such purpose, or (C) that such repair, restoration or replacement cannot be completed within 270 days after the receipt by Company and/or Administrative Agent of such Net Insurance/Condemnation Proceeds, Administrative Agent, if it holds such Net Insurance/Condemnation Proceeds, is hereby authorized by Company to, and Company, if it or one of its Subsidiaries holds such Net Insurance/Condemnation Proceeds, shall, apply such Net Insurance/Condemnation Proceeds to prepay the Loans as provided in subsection 2.4B and subsection 2.4D.

Other Net Insurance/Condemnation Proceeds. Upon receipt by Company or any of its Subsidiaries or by Administrative Agent as loss payee of any Net Insurance/Condemnation Proceeds in excess of $2,500,000 other than from business interruption insurance: (a) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Administrative Agent, if it received such Net Insurance/Condemnation Proceeds, shall deliver them to Company, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently to apply any such Net Insurance/Condemnation Proceeds to pay or reimburse the costs of repairing, restoring or replacing (including replacing such assets by investing in a different geographical area) the assets in respect of which such Net Insurance/Condemnation Proceeds were received or, to the extent not so applied, to prepay the Loans (and/or the Revolving Loan Commitment Amount shall be reduced) as provided in subsection 2.4B; and (b) if at any time (1) an Event of Default or Potential Event of Default shall have occurred and be continuing or (2) Administrative Agent reasonably determines (A) that Company or such Subsidiary is not proceeding diligently with such repair, restoration or replacement, (B) that such repair, restoration or replacement cannot be completed with the Net Insurance/Condemnation Proceeds, together with funds otherwise available to Company for such purpose, or (C) that such repair, restoration or replacement cannot be completed within 270 days after the receipt by Company and/or Administrative Agent of such Net Insurance/Condemnation Proceedscontinuing, Administrative Agent, if it holds such Net Insurance/Condemnation Proceeds, is hereby authorized by Company to, and Company, if it or one of its Subsidiaries holds such Net Insurance/Condemnation Proceeds, shall, apply such Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitment Amount shall be reduced) as provided in subsection 2.4B and subsection 2.4D.

Other Net Insurance/Condemnation Proceeds. Upon No later than the third Business Day following receipt by Company or any of its Domestic Subsidiaries or by Administrative Agent as loss payee of any Net Insurance/Condemnation Proceeds other than from business interruption interruption/business income insurance: , Company shall either (a) prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds or (b) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, deliver to Administrative Agent, if it received Agent an Officer’s Certificate setting forth (I) that portion of such Net Insurance/Condemnation ProceedsProceeds that Company or such Subsidiary intends to enter into a binding commitment to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries, shall deliver them which may include assets of the type in respect of which such Net Insurance/Condemnation Proceeds were received, within 360 days of such date of receipt and (II) the proposed use of such portion of the Net Insurance/Condemnation Proceeds and such other information with respect to Companysuch reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply any such Net Insurance/Condemnation Proceeds portion to pay or reimburse the costs of repairing, restoring or replacing (including replacing such assets by investing in a different geographical area) the assets in respect of which such Net Insurance/Condemnation Proceeds were received or, to the extent not so applied, to prepay the Loans as reinvestment purposes; provided in subsection 2.4B; and (b) that if at any time (1A) an Event of Default or Potential Event of Default shall have occurred and be continuing or (2) Administrative Agent reasonably determines (A) that Company or such Subsidiary is not proceeding diligently with such repair, restoration or replacement, (B) that such repair, restoration or replacement canCompany shall not be completed with the Net Insurance/Condemnation Proceeds, together with funds otherwise available to Company for such purpose, or (C) that such repair, restoration or replacement cannot be completed within 270 days after the receipt by Company and/or Administrative Agent of have committed such Net Insurance/Condemnation ProceedsProceeds for application as provided in clause (b)(I) above, Administrative Agent, if it holds such Net Insurance/Condemnation Proceeds, is hereby authorized by Company to, and Company, if it or one of its Subsidiaries holds such Net Insurance/Condemnation Proceeds, shall, apply such Net Insurance/Condemnation Proceeds to prepay the Loans as provided in subsection 2.4B and subsection 2.4D.

Other Net Insurance/Condemnation Proceeds. Upon No later than the second Business Day following receipt by Company or any of its Domestic Subsidiaries or by Administrative Agent as loss payee of any Net Insurance/Condemnation Proceeds other than from business interruption insurance: insurance or the Representations and Warranties Insurance Policy, Company shall either (a) prepay the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds or (b) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, deliver to Administrative Agent, if it received Agent an Officer’s Certificate setting forth (1) that portion of such Net Insurance/Condemnation ProceedsProceeds that Company or such Subsidiary intends to enter into a binding commitment to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries, shall deliver them which may include assets of the type in respect of which such Net Insurance/Condemnation Proceeds were received, within 360 days of such date of receipt and (2) the proposed use of such portion of the Net Insurance/Condemnation Proceeds and such other information with respect to Companysuch reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply any such portion to such reinvestment purposes; provided, however, that pending such reinvestment, such portion of the Net Insurance/Condemnation Proceeds shall be applied to pay or reimburse prepay outstanding Revolving Loans (without a reduction in the costs of repairing, restoring or replacing (including replacing such assets by investing in a different geographical areaRevolving Loan Commitment Amount) the assets in respect of which such Net Insurance/Condemnation Proceeds were received or, to the full extent not so appliedthereof; provided, to prepay the Loans as provided in subsection 2.4B; and (b) further, that if at any time (1A) an Event of Default or Potential Event of Default shall have occurred and be continuing or (2) Administrative Agent reasonably determines (A) that Company or such Subsidiary is not proceeding diligently with such repair, restoration or replacement, (B) that such repair, restoration or replacement canCompany shall not be completed with the Net Insurance/Condemnation Proceeds, together with funds otherwise available to Company for such purpose, or (C) that such repair, restoration or replacement cannot be completed within 270 days after the receipt by Company and/or Administrative Agent of have committed such Net Insurance/Condemnation ProceedsProceeds for application as provided in clause (b)(1) above, Administrative Agent, if it holds such Net Insurance/Condemnation Proceeds, is hereby authorized by Company to, and Company, if it or one of its Subsidiaries holds such Net Insurance/Condemnation Proceeds, shall, apply such Net Insurance/Condemnation Proceeds to prepay the Loans as provided in subsection 2.4B and subsection 2.4D.

Other Net Insurance/Condemnation Proceeds. Upon receipt by Company or any of its Restricted Subsidiaries or by Administrative Agent as loss payee of any Net Insurance/Condemnation Proceeds in excess of $2,500,000 other than from business interruption insurance: (a) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Administrative Agent, if it received such Net Insurance/Condemnation Proceeds, shall deliver them to Company, and Company shall, or shall cause one or more of its Restricted Subsidiaries to, promptly and diligently to apply any such Net Insurance/Condemnation Proceeds to pay or reimburse the costs of repairing, restoring or replacing (including replacing such assets by investing in a different geographical area) the assets in respect of which such Net Insurance/Condemnation Proceeds were received (including to acquire other assets useful in Company’s business) or, to the extent not so applied, to prepay the Loans (and/or the Revolving Loan Commitment Amount shall be reduced) as provided in subsection 2.4B; and (b) if at any time (1) an Event of Default under subsection 8.1, subsection 8.6 or Potential Event of Default subsection 8.7 shall have occurred and be continuing or (2) Administrative Agent reasonably determines (A) that Company or such Subsidiary is not proceeding diligently with such repair, restoration or replacement, (B) that such repair, restoration or replacement cannot be completed with the Net Insurance/Condemnation Proceeds, together with funds otherwise available to Company for such purpose, or (C) that such repair, restoration or replacement cannot be completed within 270 days after the receipt by Company and/or Administrative Agent of such Net Insurance/Condemnation Proceedscontinuing, Administrative Agent, if it holds such Net Insurance/Condemnation Proceeds, is hereby authorized by Company to, and Company, if it or one of its Restricted Subsidiaries holds such Net Insurance/Condemnation Proceeds, shall, apply such Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitment Amount shall be reduced) as provided in subsection 2.4B and subsection 2.4D.

Other Net Insurance/Condemnation Proceeds. Upon receipt by Company or any of its Subsidiaries or by Administrative Agent as loss payee of any Net Insurance/Condemnation Proceeds other than from business interruption insurance: (a) if the aggregate amount of Net Insurance/Condemnation Proceeds received (and reasonably expected to be received) does not exceed $50,000,000, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Administrative Agent, if it received such Net Insurance/Condemnation Proceeds, shall deliver them to Company, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply any such Net Insurance/Condemnation Proceeds to pay or reimburse the costs of repairing, restoring or replacing (including replacing such assets by investing in a different geographical area) the assets in respect of which such Net Insurance/Condemnation Proceeds were received or, to the extent not so applied, to prepay the Loans as provided in subsection 2.4B; (b) if the aggregate amount of Net Insurance/Condemnation Proceeds received (and reasonably expected to be received) exceeds $50,000,000, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Administrative Agent, if it received such Net Insurance/Condemnation Proceeds, shall hold such Net Insurance/Condemnation Proceeds, and Company shall deliver any such Net Insurance/Condemnation Proceeds that it or one or more of its Subsidiaries received to Administrative Agent to be held, in the Collateral Account pursuant to the terms of the Pledge Agreement and, so long as Company or any of its Subsidiaries proceeds diligently to repair, restore or replace the assets of Company or such Subsidiary in respect of which such Net Insurance/Condemnation Proceeds were received, Administrative Agent shall from time to time disburse to Company or such Subsidiary from the Collateral Account, to the extent of any such Net Insurance/Condemnation Proceeds remaining therein in respect of the applicable covered loss, amounts necessary to pay the cost of such repair, restoration or replacement after the receipt by Administrative Agent of invoices or other documentation reasonably satisfactory to Administrative Agent relating to the amount of costs so incurred and the work performed (including, if required by Administrative Agent, lien releases and architects’ certificates); and (bc) if at any time (1) an Event of Default or Potential Event of Default shall have occurred and be continuing or (2) Administrative Agent reasonably determines determines, whether clause (ii)(a) or clause (ii)(b) is applicable, (A) that Company or such Subsidiary is not proceeding diligently with such repair, restoration or replacement, (B) that such repair, restoration or replacement cannot be completed with the Net Insurance/Condemnation Proceeds, together with funds otherwise available to Company for such purpose, or (C) that such repair, restoration or replacement cannot be completed within 270 365 days after the receipt by Company and/or Administrative Agent of such Net Insurance/Condemnation Proceeds, Administrative Agent, if it holds such Net Insurance/Condemnation Proceeds, is hereby authorized by Company to, and Company, if it or one of its Subsidiaries holds such Net Insurance/Condemnation Proceeds, shall, apply such Net Insurance/Condemnation Proceeds to prepay the Loans as provided in subsection 2.4B and subsection 2.4D.

Other Net Insurance/Condemnation Proceeds. Upon receipt by Company or any of its Subsidiaries or by Administrative Agent as loss payee of any Net Insurance/Condemnation Proceeds other than from business interruption insurance: (a) if the aggregate amount of Net Insurance/Condemnation Proceeds received (and reasonably expected to be received) does not exceed $50,000,000, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Administrative Agent, if it received such Net Insurance/Condemnation Proceeds, shall deliver them to Company, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply any such Net Insurance/Condemnation Proceeds to pay or reimburse the costs of repairing, restoring or replacing (including replacing such assets by investing in a different geographical area) the assets in respect of which such Net Insurance/Condemnation Proceeds were received or, to the extent not so applied, to prepay the Loans as provided in subsection 2.4B; Table of Contents (b) if the aggregate amount of Net Insurance/Condemnation Proceeds received (and reasonably expected to be received) exceeds $50,000,000, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Administrative Agent, if it received such Net Insurance/Condemnation Proceeds, shall hold such Net Insurance/Condemnation Proceeds, and Company shall deliver any such Net Insurance/Condemnation Proceeds that it or one or more of its Subsidiaries received to Administrative Agent to be held, in the Collateral Account pursuant to the terms of the Pledge Agreement and, so long as Company or any of its Subsidiaries proceeds diligently to repair, restore or replace the assets of Company or such Subsidiary in respect of which such Net Insurance/Condemnation Proceeds were received, Administrative Agent shall from time to time disburse to Company or such Subsidiary from the Collateral Account, to the extent of any such Net Insurance/Condemnation Proceeds remaining therein in respect of the applicable covered loss, amounts necessary to pay the cost of such repair, restoration or replacement after the receipt by Administrative Agent of invoices or other documentation reasonably satisfactory to Administrative Agent relating to the amount of costs so incurred and the work performed (including, if required by Administrative Agent, lien releases and architects’ certificates); and (bc) if at any time (1) an Event of Default or Potential Event of Default shall have occurred and be continuing or (2) Administrative Agent reasonably determines determines, whether clause (ii)(a) or clause (ii)(b) is applicable, (A) that Company or such Subsidiary is not proceeding diligently with such repair, restoration or replacement, (B) that such repair, restoration or replacement cannot be completed with the Net Insurance/Condemnation Proceeds, together with funds otherwise available to Company for such purpose, or (C) that such repair, restoration or replacement cannot be completed within 270 365 days after the receipt by Company and/or Administrative Agent of such Net Insurance/Condemnation Proceeds, Administrative Agent, if it holds such Net Insurance/Condemnation Proceeds, is hereby authorized by Company to, and Company, if it or one of its Subsidiaries holds such Net Insurance/Condemnation Proceeds, shall, apply such Net Insurance/Condemnation Proceeds to prepay the Loans as provided in subsection 2.4B and subsection 2.4D.2.4D. Table of Contents