Common use of Prepayments and Reductions from Net Insurance/Condemnation Proceeds Clause in Contracts

Prepayments and Reductions from Net Insurance/Condemnation Proceeds. No later than the tenth Business Day following the date of receipt by Administrative Agent or by Company or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Term Loans pursuant to the provisions of subsection 6.4C, Company shall either (1) prepay the Term Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Insurance/Condemnation Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Insurance/Condemnation Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purpose; provided, however, that, pending such reinvestment, such portion of the Net Insurance/Condemnation Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that such Net Insurance/Condemnation Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans in an amount equal to such unapplied Net Insurance/Condemnation Proceeds.

Prepayments and Reductions from Net Insurance/Condemnation Proceeds. No later than the tenth first Business Day following the date of receipt by Administrative Agent or by Company or any of its Subsidiaries after the Merger Date of any Net Insurance/Condemnation Proceeds that are required in excess of $250,000 with respect to be applied to prepay the Term Loans pursuant to the provisions any loss or taking or series of subsection 6.4Crelated losses or takings, Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds; provided, however, that (i) no such prepayment and/or reduction shall be required to the extent under the terms of any lease or other agreement existing on the date hereof such Net Insurance/Condemnation Proceeds are required to be used to replace, rebuild or repair the asset so damaged, destroyed or taken and (provided ii) if Company states in the Officers’ Certificate delivered pursuant to subsection 2.4B(iii)(e) that Company may defer making any or the applicable Subsidiary intends to apply, within 365 days after the receipt of such prepayment until Net Insurance/Condemnation Proceeds, all or a portion (as specified in such Officers’ Certificate) of such Net Insurance/Condemnation Proceeds to a Property Reinvestment Application, Company shall not be required to prepay Loans and/or the cumulative Revolving Loan Commitments shall not be reduced by such amount to be applied to a Property Reinvestment Application; provided further that to the extent such amount of Net Insurance/Condemnation Proceeds is not applied to a Property Reinvestment Application within such 365-day period, Company shall, on the last day of such 365-day period prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced by the aggregate amount equal to such amount of such Net Insurance/Condemnation Proceeds to be not so applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Insurance/Condemnation Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purpose; provided, however, that, pending such reinvestment, such portion of the Net Insurance/Condemnation Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that such Net Insurance/Condemnation Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans in an amount equal to such unapplied Net Insurance/Condemnation ProceedsProperty Reinvestment Application.

Prepayments and Reductions from Net Insurance/Condemnation Proceeds. No later than the tenth Business Day following the date of receipt by Administrative Agent or by Company or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Term Loans pursuant to the provisions of subsection 6.4C(other than any business interruption insurance proceeds), Company shall either (1) prepay the Term Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Insurance/Condemnation Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Insurance/Condemnation Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purpose; provided, however, that, pending such reinvestment, such portion of the Net Insurance/Condemnation Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that such Net Insurance/Condemnation Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans in an amount equal to such unapplied Net Insurance/Condemnation Proceeds.

Prepayments and Reductions from Net Insurance/Condemnation Proceeds. No Not later than the tenth second (2nd) Business Day following the date of receipt by Administrative Agent or by Company Parent, Borrower or any of its their Subsidiaries of (1) any payment under the Key-Person Life Insurance Policy, or (2) any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Term Loans and/or reduce the Revolving Loan Commitments pursuant to the provisions of subsection 6.4C, Company Borrower shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to one hundred percent (100%) of such Net Insurance/Condemnation Proceeds (provided that Company may defer making any such prepayment until Key-Person Life Insurance Policy payment, or the cumulative amount of such Net Insurance/Condemnation Proceeds, minus, with respect to any Net Insurance/Condemnation Proceeds referred to be applied to the prepayment of the Term Loans exceeds $1,500,000) or in clause (2) so long as above, if (1) no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver continuing and (2) Borrower shall have delivered to Administrative Agent an Agent, on or before such second Business Day, the Officer’s Certificate setting forth that portion of such Net Insurance/Condemnation Proceeds that Company or such Subsidiary intends to reinvest described in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receiptsubsection 6.4C(ii), and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposeany Proposed Insurance Reinvestment Proceeds; provided, however, that, pending that such reinvestment, such portion of the Net Insurance/Condemnation Proposed Insurance Reinvestment Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment AmountCommitments) to the full extent thereof. In addition, no later than three hundred sixty (360) days after receipt of any Proposed Insurance Reinvestment Proceeds, Borrower shall prepay the Loans and/or the Commitments shall be permanently reduced in an amount equal to the extent amount of any such Proposed Insurance Reinvestment Proceeds that such Net Insurance/Condemnation Proceeds have not theretofore been applied to the Obligations costs of repairing, restoring or that have not been so replacing the applicable assets of Borrower or its Subsidiaries or reinvested as provided above, Company shall make an additional prepayment in equipment or other productive assets of the Term Loans general type used (and which are so used) in an amount equal to the business of Borrower and its Subsidiaries (such unapplied equipment and other assets being “Eligible Assets”), net of actual and reasonable documented costs incurred by Borrower and its Subsidiaries in connection with receiving payment of such proceeds and Taxes payable in connection with such receipt (without duplication of amounts already deducted from gross proceeds in determining Net Insurance/Condemnation Proceeds).

Prepayments and Reductions from Net Insurance/Condemnation Proceeds. No later than the tenth first Business Day following the date of receipt by Administrative Agent or by Company or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to Proceeds, Company shall, or shall instruct the Administrative Agent to, prepay the Term Loans pursuant to and/or the provisions of subsection 6.4C, Company Revolving Loan Commitments shall either (1) prepay the Term Loans be permanently reduced in an aggregate amount equal to such Net Insurance/Condemnation Proceeds (provided that Company may defer making any such prepayment until 100% of the cumulative amount of such Net Insurance/Condemnation Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of minus any such Net Insurance/Insurance/ Condemnation Proceeds (the "Proposed Reinvestment Proceeds") that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions use within 270 360 days of such date of receiptreceipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/ Condemnation Proceeds were received; provided that Company shall have delivered to Administrative Agent, on or before such first Business Day, an Officers' Certificate setting forth the proposed use of the Proposed Reinvestment Proceeds and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion other information with respect to such reinvestment purpose; providedproposed use as Administrative Agent may reasonably request. In addition, however, that, pending such reinvestment, such portion no later than 360 days after receipt of the any Net Insurance/Condemnation Proceeds may be applied to Proceeds, Company shall prepay outstanding Revolving the Loans (without a reduction in and/or the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that such Net Insurance/Condemnation Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company Commitments shall make an additional prepayment of the Term Loans be permanently reduced in an amount equal to the amount of any related Proposed Reinvestment Proceeds that have not been applied to the costs of repairing, restoring or replacing the applicable assets of Company or such unapplied Net Insurance/Condemnation Proceeds.Subsidiary as provided above; provided further that the aggregate amount of any such Proposed Reinvestment Proceeds so applied to such repair, restoration or replacement shall not exceed $10 million for any Fiscal Year;

Prepayments and Reductions from Net Insurance/Condemnation Proceeds. No later than the tenth first Business Day following the date of receipt by Administrative Agent or by Company Borrower or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Term Loans and/or reduce the Revolving Loan Commitments pursuant to the provisions of subsection 6.4Cany Effective Date Mortgage or any Additional Mortgage, Company as the case may be, Borrower shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Insurance/Condemnation Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Insurance/Condemnation Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Insurance/Condemnation Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposeProceeds; provided, however, that, pending such reinvestment, such portion of the Net Insurance/Condemnation Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that such Net Insurance/Condemnation Proceeds have not theretofore been applied shall be excluded from the requirements of this subsection 2.4B(iii)(b) to the Obligations extent (i) Borrower or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans in an amount equal such Subsidiary determines to utilize such unapplied Net Insurance/Condemnation ProceedsProceeds to replace, rebuild or repair the asset damaged, destroyed or taken, (ii) Borrower or such Subsidiary so utilizes or has committed to the Administrative Agent and the Lenders in writing to so utilize such Net Insurance/Condemnation Proceeds within 180 days after the receipt of such proceeds, and (iii) such Net Insurance/Condemnation Proceeds do not exceed $20,000,000 in the aggregate and Borrower has the financial capacity to complete such replacement, rebuilding or repair; provided further that, if any such Net Insurance/Condemnation Proceeds are not so utilized or committed in writing to be utilized within such 180 day period, then such proceeds shall be applied as required by this subsection 2.4B(iii)(b).

Prepayments and Reductions from Net Insurance/Condemnation Proceeds. No later than the tenth first Business Day following the date of receipt by Administrative Agent or by Company Borrower or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Term Loans and/or reduce the Revolving Loan Commitments pursuant to the provisions of subsection 6.4Cthe Existing Isle-Black Hawk Mortgage, Company First Amendment to Mortgage, any Acquisition Property Mortgage or any Additional Mortgage, as the case may be, Borrower shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Insurance/Condemnation Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Insurance/Condemnation Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Insurance/Condemnation Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposeProceeds; provided, however, that, pending such reinvestment, such portion of the Net Insurance/Condemnation Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that such Net Insurance/Condemnation Proceeds have not theretofore been applied shall be excluded from the requirements of this subsection 2.4B(iii)(b) to the Obligations extent (i) Borrower or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans in an amount equal such Subsidiary determines to utilize such unapplied Net Insurance/Condemnation ProceedsProceeds to replace, rebuild or repair the asset damaged, destroyed or taken, (ii) Borrower or such Subsidiary so utilizes or has committed to the Administrative Agent and the Lenders in writing to so utilize such Net Insurance/Condemnation Proceeds within 180 days after the receipt of such proceeds, and (iii) such Net Insurance/Condemnation Proceeds do not exceed $20,000,000 in the aggregate and Borrower has the financial capacity to complete such replacement, rebuilding or repair; provided further that, if any such Net Insurance/Condemnation Proceeds are not so utilized or committed in writing to be utilized within such 180 day period, then such proceeds shall be applied as required by this subsection 2.4B(iii)(b).

Prepayments and Reductions from Net Insurance/Condemnation Proceeds. No later than the tenth fifth Business Day following the date of receipt by Administrative Agent or by Company or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to Proceeds, Company shall, or shall instruct the Administrative Agent to, prepay the Term Loans pursuant to and/or the provisions of subsection 6.4C, Company Revolving Loan Commitments shall either (1) prepay the Term Loans be permanently reduced in an aggregate amount equal to such Net Insurance/Condemnation Proceeds (provided that Company may defer making any such prepayment until 100% of the cumulative amount of such Net Insurance/Condemnation Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of minus any such Net Insurance/Condemnation Proceeds (the "Proposed Reinvestment Proceeds") that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions use within 270 360 days of such date of receiptreceipt to pay or reimburse the costs of repairing, and Company shall, restoring or shall cause one or more replacing the assets in respect of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purpose; provided, however, that, pending such reinvestment, such portion of the Net Insurance/Condemnation Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that which such Net Insurance/Condemnation Proceeds were received; provided that Company shall have not theretofore been applied delivered to Administrative Agent, on or before such first Business Day, an Officer's Certificate setting forth the Obligations or that have not been so reinvested proposed use of the Proposed Reinvestment Proceeds and such other information with respect to such proposed use as provided aboveAdministrative Agent may reasonably request. In addition, no later than 360 days after receipt of any Net Insurance/Condemnation Proceeds, Company shall make an additional prepayment of prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an amount equal to the amount of any related Proposed Reinvestment Proceeds that have not been applied to the costs of repairing, restoring or replacing the applicable assets of Company or such unapplied Net Insurance/Condemnation ProceedsSubsidiary as provided above; provided further that the aggregate amount of any such Proposed Reinvestment Proceeds so applied to such repair, restoration or replacement shall not exceed $35 million for any Fiscal Year.

Prepayments and Reductions from Net Insurance/Condemnation Proceeds. No later than the tenth three (3) Business Day Days following the date of receipt by Administrative Agent or by Company Agent, Borrower or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Term Loans and/or reduce the Aggregate Commitments pursuant to the provisions of subsection 6.4CSection 6.6(b), Company Borrower shall either (1) prepay Loans and/or permanently reduce the Term Loans Aggregate Commitments in accordance with Section 2.5(e)(ii), in each case, in an aggregate amount equal to such Net Insurance/Condemnation Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Insurance/Condemnation Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) ), so long as no Potential Event of Default or Event of Default shall have occurred and be continuingcontinuing and to the extent that the aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the date of determination that are so reinvested or proposed to be so reinvested under this Section 2.5(d)(ii) or under Section 6.6(b)(ii) (together with the aggregate Net Asset Sale Proceeds similarly applied from the Closing Date through the date of determination under Section 2.5(d)(i)) do not exceed $1,500,000 (plus the Net Asset Sale Proceeds from the Permitted Sale not exceeding $500,000 to the extent such Net Asset Sale Proceeds are so reinvested), deliver to Administrative Agent an Officerofficer’s Certificate certificate setting forth (x) that portion of such Net Insurance/Condemnation Proceeds that Company Borrower or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company Borrower and its Subsidiaries or in connection with Permitted Acquisitions within 270 180 days of such date of receiptreceipt and (y) the proposed use of such portion of the Net Insurance/Condemnation Proceeds and such other information with respect to such reinvestment as Agent may reasonably request, and Company Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposepurposes; provided, however, that, pending such reinvestment, such portion of the Net Insurance/Condemnation Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment AmountAggregate Commitments) to the full extent thereof. In addition, to the extent that Borrower shall, no later than 180 days after receipt of such Net Insurance/Condemnation Proceeds that have not theretofore been applied to the Obligations hereunder or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans (and/or the Aggregate Commitments shall be permanently reduced) as set forth above in an the full amount equal to of all such unapplied Net Insurance/Condemnation Proceeds.

Prepayments and Reductions from Net Insurance/Condemnation Proceeds. No later than the tenth three (3) Business Day Days following the date of receipt by Administrative Agent or by Company Agent, Borrower or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Term Loans and/or reduce the Aggregate Commitments pursuant to the provisions of subsection 6.4CSection 6.6(b), Company Borrower shall either (1) prepay Loans and/or permanently reduce the Term Loans Aggregate Commitments in accordance with Section 2.5(e)(ii). in each case, in an aggregate amount equal to such Net Insurance/Condemnation Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Insurance/Condemnation Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) ), so long as no Potential Event of Default or Event of Default shall have occurred and be continuingcontinuing and to the extent that the aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the date of determination that are so reinvested or proposed to be so reinvested under this Section 2.5(d)(ii) or under Section 6.6(b)(ii) do not exceed $10,000,000, deliver to Administrative Agent an Officerofficer’s Certificate certificate setting forth (x) that portion of such Net Insurance/Condemnation Proceeds that Company Borrower or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company Borrower and its Subsidiaries or in connection with Permitted Acquisitions within 270 180 days of such date of receiptreceipt and (y) the proposed use of such portion of the Net Insurance/Condemnation Proceeds and such other information with respect to such reinvestment as Agent may reasonably request, and Company Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposepurposes; provided, however, that, pending such reinvestment, such portion of the Net Insurance/Condemnation Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment AmountAggregate Commitments) to the full extent thereof. In addition, to the extent that Borrower shall, no later than 180 days after receipt of such Net Insurance/Condemnation Proceeds that have not theretofore been applied to the Obligations hereunder or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans (and/or the Aggregate Commitments shall be permanently reduced) as set forth above in an the full amount equal to of all such unapplied Net Insurance/Condemnation Proceeds.

Prepayments and Reductions from Net Insurance/Condemnation Proceeds. No later than the tenth first Business Day following the date of receipt by Administrative Agent or by Company or any of its Subsidiaries after the Merger Date of any Net Insurance/Condemnation Proceeds that are required in excess of $250,000 with respect to be applied to prepay the Term Loans pursuant to the provisions any loss or taking or series of subsection 6.4Crelated losses or takings, Company shall either (1) prepay the Term Loans and/or the Acquisition Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds; PROVIDED, HOWEVER, that (i) no such prepayment and/or reduction shall be required to the extent under the terms of any lease or other agreement existing on the date hereof such Net Insurance/Condemnation Proceeds are required to be used to replace, rebuild or repair the asset so damaged, destroyed or taken and (provided ii) if Company states in the Officers' Certificate delivered pursuant to subsection 2.4B(iii)(e) that Company may defer making any or the applicable Subsidiary intends to apply, within 365 days after the receipt of such prepayment until Net Insurance/Condemnation Proceeds, all or a portion (as specified in such Officers' Certificate) of such Net Insurance/Condemnation Proceeds to a Property Reinvestment Application, Company shall not be required to prepay Loans and/or the cumulative Acquisition Loan Commitments shall not be reduced by such amount to be applied to a Property Reinvestment Application; PROVIDED FURTHER that to the extent such amount of Net Insurance/Condemnation Proceeds is not applied to a Property Reinvestment Application within such 365-day period, Company shall, on the last day of such 365-day period prepay the Loans and/or the Acquisition Loan Commitments shall be permanently reduced by the aggregate amount equal to such amount of such Net Insurance/Condemnation Proceeds to be not so applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of such Net Insurance/Condemnation Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receipt, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purpose; provided, however, that, pending such reinvestment, such portion of the Net Insurance/Condemnation Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that such Net Insurance/Condemnation Proceeds have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans in an amount equal to such unapplied Net Insurance/Condemnation ProceedsProperty Reinvestment Application.

Prepayments and Reductions from Net Insurance/Condemnation Proceeds. No later than the tenth fifth Business Day following the date of receipt by Administrative Agent or by Company or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to Proceeds, Company shall, or shall instruct the Administrative Agent to, prepay the Term Loans pursuant to and/or the provisions of subsection 6.4C, Company Revolving Loan Commitments shall either (1) prepay the Term Loans be permanently reduced in an aggregate amount equal to such Net Insurance/Condemnation Proceeds (provided that Company may defer making any such prepayment until 100% of the cumulative amount of such Net Insurance/Condemnation Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth that portion of MINUS any such Net Insurance/Condemnation Proceeds (the "PROPOSED REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions use within 270 360 days of such date of receiptreceipt to pay or reimburse the costs of repairing, and Company shall, restoring or shall cause one or more replacing the assets in respect of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purpose; provided, however, that, pending such reinvestment, such portion of the Net Insurance/Condemnation Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, to the extent that which such Net Insurance/Condemnation Proceeds were received; PROVIDED that Company shall have not theretofore been applied delivered to Administrative Agent, on or before such first Business Day, an Officer's Certificate setting forth the Obligations or that have not been so reinvested proposed use of the Proposed Reinvestment Proceeds and such other information with respect to such proposed use as provided aboveAdministrative Agent may reasonably request. In addition, no later than 360 days after receipt of any Net Insurance/Condemnation Proceeds, Company shall make an additional prepayment of prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an amount equal to the amount of any related Proposed Reinvestment Proceeds that have not been applied to the costs of repairing, restoring or replacing the applicable assets of Company or such unapplied Net Insurance/Condemnation ProceedsSubsidiary as provided above; PROVIDED FURTHER that the aggregate amount of any such Proposed Reinvestment Proceeds so applied to such repair, restoration or replacement shall not exceed $35 million for any Fiscal Year.

Prepayments and Reductions from Net Insurance/Condemnation Proceeds. No later than the tenth Business Day following the date of receipt by Administrative Agent or by Company or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Term Loans and/or reduce the Revolving Loan Commitments pursuant to the provisions of subsection 6.4C, Company shall either (1) prepay the Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Insurance/Condemnation Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Insurance/Condemnation Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000minus (if (1) or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver continuing and (2) Company shall have delivered to Administrative Agent an Officer’s Agent, on or before such tenth Business Day, the Officers’ Certificate setting forth that portion of such Net Insurance/Condemnation Proceeds that Company or such Subsidiary intends to reinvest described in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries or in connection with Permitted Acquisitions within 270 days of such date of receiptsubsection 6.4C(ii)), and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposeany Proposed Insurance Reinvestment Proceeds; provided, however, that, pending such reinvestmentthat at Company’s option, such portion of the Net Insurance/Condemnation Proposed Insurance Reinvestment Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment AmountCommitments) to the full extent thereof. In addition, no later than 270 days after receipt of any Proposed Insurance Reinvestment Proceeds, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an amount equal to the extent amount of any such Proposed Insurance Reinvestment Proceeds that such Net Insurance/Condemnation Proceeds have not theretofore been applied to the Obligations costs of repairing, restoring or replacing the applicable assets of Company or its Subsidiaries or reinvested in Eligible Assets; provided that have not been so reinvested as provided above, Company shall not be required to make an additional any prepayment of the Term Loans in an amount equal to such unapplied the extent that the sum of Net Asset Sale Proceeds plus Net Insurance/Condemnation ProceedsProceeds from the Original Closing Date through the date of determination does not exceed $5,000,000. Notwithstanding the foregoing, if at the time of any required prepayment under this subsection the Total Leverage Ratio is not more than 4.0 to 1.0, Company shall only be required to prepay 75% of the amount which it would otherwise be required to prepay hereunder; provided, however, that if Company is required to apply any portion of Net Insurance/ Condemnation Proceeds to prepay Indebtedness evidenced by the AXELs under the AXEL Credit Agreement or the Senior Subordinated Notes or the Discount Notes (under the terms of the New Sub Debt Indentures), then notwithstanding anything contained in this Agreement to the contrary (but subject to subsection 2.4B(iv)(d) hereof), Company shall apply such Net Insurance/Condemnation Proceeds to the prepayment of the Tranche A Term Loans and the AXELs pro rata according to the respective outstanding principal amount, if any, of each, then to the prepayment of Revolving Loans and/or the reduction of Revolving Loan Commitments, in each case so as to eliminate or minimize any obligation to prepay any such Indebtedness evidenced by the Senior Subordinated Notes or the Discount Notes.

Prepayments and Reductions from Net Insurance/Condemnation Proceeds. No later than the tenth three (3) Business Day Days following the date of receipt by Administrative Agent or by Company Agent, Borrower or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Term Loans and/or reduce the Aggregate Commitments pursuant to the provisions of subsection 6.4CSection 6.6(b), Company Borrower shall either (1) prepay Loans and/or permanently reduce the Term Loans Aggregate Commitments in accordance with Section 2.5(e)(ii), in each case, in an aggregate amount equal to such Net Insurance/Condemnation Proceeds (provided that Company may defer making any such prepayment until the cumulative amount of such Net Insurance/Condemnation Proceeds to be applied to the prepayment of the Term Loans exceeds $1,500,000) or (2) ), so long as no Potential Event of Default or Event of Default shall have occurred and be continuingcontinuing and to the extent that the aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the date of determination that are so reinvested or proposed to be so reinvested under this Section 2.5(d)(ii) or under Section 6.6(b)(ii) do not exceed $10,000,000, deliver to Administrative Agent an Officerofficer’s Certificate certificate setting forth (x) that portion of such Net Insurance/Condemnation Proceeds that Company Borrower or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company Borrower and its Subsidiaries or in connection with Permitted Acquisitions within 270 180 days of such date of receiptreceipt and (y) the proposed use of such portion of the Net Insurance/Condemnation Proceeds and such other information with respect to such reinvestment as Agent may reasonably request, and Company Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposepurposes; provided, however, that, pending such reinvestment, such portion of the Net Insurance/Condemnation Proceeds may shall be applied to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment AmountAggregate Commitments) to the full extent thereof. In addition, to the extent that Borrower shall, no later than 180 days after receipt of such Net Insurance/Condemnation Proceeds that have not theretofore been applied to the Obligations hereunder or that have not been so reinvested as provided above, Company shall make an additional prepayment of the Term Loans (and/or the Aggregate Commitments shall be permanently reduced) as set forth above in an the full amount equal to of all such unapplied Net Insurance/Condemnation Proceeds.