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

Prepayments and Reductions from Net Insurance. CONDEMNATION PROCEEDS. No later than the 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 in excess of $250,000 with respect to any loss or taking or series of related losses or takings, Company shall prepay the 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 (ii) if Company states in the Officers' Certificate delivered pursuant to subsection 2.4B(iii)(e) that Company or the applicable Subsidiary intends to apply, within 365 days after the receipt of such 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 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 not so applied to a Property Reinvestment Application.

Prepayments and Reductions from Net Insurance. CONDEMNATION PROCEEDSCondemnation ---------------------------------------------------------- Proceeds. No later than the first fifth Business Day following the date of receipt by -------- Administrative Agent or by Company Holdings or any of its Subsidiaries after the Merger Date of any Net Insurance/Condemnation Proceeds in excess that are required to be applied to prepay the Loans and/or reduce the Revolving Loan Commitments pursuant to the provisions of $250,000 with respect to any loss or taking or series of related losses or takingssubsection 6.4C, Company Borrowers shall prepay the Loans and/or the Acquisition Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds; PROVIDED, HOWEVER, that Proceeds minus (iif (1) no such prepayment and/or reduction Event of ----- Default shall have occurred and 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 continuing and (ii2) if Company states in Holdings shall have delivered to Administrative Agent, on or before such fifth Business Day, the Officers' Certificate delivered pursuant to described in subsection 2.4B(iii)(e) 6.4C(ii)), any Proposed Insurance Reinvestment Proceeds; provided, however, that Company or the applicable Subsidiary intends to applyat Borrowers' option and pending -------- ------- such application, within 365 days after the receipt of such Net Insurance/Condemnation Proceeds, all or a portion (as specified in such Officers' Certificate) of such Net Insurance/Condemnation Proposed Insurance Reinvestment Proceeds to a Property Reinvestment Application, Company shall not be required to prepay Loans and/or the Acquisition Loan Commitments shall not be reduced by such amount to may be applied to prepay outstanding Revolving Loans (without a Property Reinvestment Application; PROVIDED FURTHER that reduction in Revolving Loan Commitments) to the full extent such amount thereof. In addition, no later than 360 days after receipt of Net Insurance/Condemnation Proceeds is not applied to a Property any Proposed Insurance Reinvestment Application within such 365-day periodProceeds, Company shall, on the last day of such 365-day period Borrowers shall prepay the Loans and/or the Acquisition Revolving Loan Commitments shall be permanently reduced by the aggregate in an amount equal to such the amount of any such Proposed Insurance Reinvestment Proceeds that have not theretofore been applied to the costs of repairing, restoring or replacing the applicable assets of Holdings or its Subsidiaries or reinvested in Eligible Assets. Notwithstanding the foregoing provisions of this subsection 2.4B(iii)(b), so long as no Event of Default shall have occurred and be continuing, no mandatory prepayment of Loans or mandatory reduction of Revolving Loan Commitments shall be required pursuant to this subsection 2.4B(iii)(b) until each date on which the sum of the Net Asset Sale Proceeds plus Net Insurance/Condemnation Proceeds received during the Net Asset ---- Sale/Net Insurance Proceeds Period not so applied reinvested pursuant to a Property Reinvestment Applicationsubsection 2.4B(iii)(a) or 6.4C, as applicable, equals or exceeds $7,500,000.

Prepayments and Reductions from Net Insurance. CONDEMNATION PROCEEDSCondemnation Proceeds. No later than the 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 in excess that are required to be applied to prepay the Loans and/or reduce the Revolving Loan Commitments pursuant to the provisions of $250,000 with respect to any loss or taking or series of related losses or takingssubsection 6.4C, Company shall prepay the Loans and/or the Acquisition Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds; PROVIDED, HOWEVER, that Proceeds minus (iif (1) no such prepayment and/or reduction Event of Default shall have occurred and 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 continuing and (ii2) if Company states in shall have delivered to Administrative Agent, on or before such first Business Day, the Officers' Certificate delivered pursuant described in subsection 6.4C(ii)), any Proposed Insurance Reinvestment Proceeds; provided, however, that at Company's option, such Proposed Insurance Reinvestment Proceeds may be applied to subsection 2.4B(iii)(eprepay outstanding Revolving Loans (without a reduction in Revolving Loan Commitments) to the full extent thereof. In addition, no later than 180 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 amount of any such Proposed Insurance Reinvestment Proceeds that have not theretofore been applied to the costs of repairing, restoring or replacing the applicable assets of Company or the applicable Subsidiary intends to apply, within 365 days after the receipt of such Net Insurance/Condemnation Proceeds, all its Subsidiaries or a portion (as specified reinvested in such Officers' Certificate) of such Net Insurance/Condemnation Proceeds to a Property Reinvestment Application, Eligible Assets; provided that Company shall not be required to prepay make any prepayment of the Loans and/or the 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 that the Net Insurance/Condemnation Proceeds is from the Closing Date through the date of determination does 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 not so applied to a Property Reinvestment Applicationexceed $500,000.

Prepayments and Reductions from Net Insurance. CONDEMNATION PROCEEDSCondemnation ---------------------------------------------------------- Proceeds. No later than the first tenth 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 in excess that are required to be applied to prepay the Loans and/or reduce the Revolving Loan Commitments pursuant to the provisions of $250,000 with respect to any loss or taking or series of related losses or takingssubsection 6.4C, Company shall prepay the Loans and/or the Acquisition Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds minus (if (1) no ----- Event of Default shall have occurred and be continuing and (2) Company shall have delivered to Administrative Agent, on or before such tenth Business Day, the Officers' Certificate described in subsection 6.4C(ii)), any Proposed Insurance Reinvestment Proceeds; PROVIDEDprovided, HOWEVER-------- however, that at Company's option, such Proposed Insurance ------- Reinvestment Proceeds may be applied to prepay outstanding Revolving Loans (iwithout a reduction in Revolving Loan Commitments) 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 amount of any such prepayment and/or reduction Proposed Insurance Reinvestment Proceeds that have not theretofore been applied to the costs of repairing, restoring or replacing the applicable assets of Company or its Subsidiaries or reinvested in Eligible Assets; provided that Company shall not be required to make any -------- prepayment of the Loans to the extent under that the terms sum of any lease or other agreement existing on the date hereof such Net Asset Sale Proceeds plus Net Insurance/Condemnation Proceeds are from the 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 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 used required to replaceprepay hereunder; provided, rebuild or repair the asset so damaged-------- however, destroyed or taken and (ii) that if Company states 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 Officers' Certificate delivered pursuant contrary (but subject to subsection 2.4B(iii)(e2.4B(iv)(d) that hereof), Company or the applicable Subsidiary intends to apply, within 365 days after the receipt of such Net Insurance/Condemnation Proceeds, all or a portion (as specified in such Officers' Certificate) of shall apply such Net Insurance/Condemnation Proceeds to a Property Reinvestment Applicationthe prepayment of the Tranche A Term Loans and the AXELs pro rata according to the respective outstanding principal amount, Company shall not be required if any, of each, then to prepay the prepayment of Revolving Loans and/or the Acquisition reduction of Revolving Loan Commitments shall not be reduced by Commitments, in each case so as to eliminate or minimize any obligation to prepay any 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 Indebtedness evidenced by the aggregate amount equal to such amount of such Net Insurance/Condemnation Proceeds not so applied to a Property Reinvestment ApplicationSenior Subordinated Notes or the Discount Notes.

Prepayments and Reductions from Net Insurance. CONDEMNATION PROCEEDSCondemnation Proceeds. No later than the first three (3) Business Day Days following the date of receipt by Administrative Agent or by Company Agent, Borrower or any of its Subsidiaries after the Merger Date of any Net Insurance/Condemnation Proceeds in excess of $250,000 with respect that are required to any loss or taking or series of related losses or takings, Company shall be applied to prepay the Loans and/or reduce the Acquisition Loan Aggregate Commitments pursuant to Section 6.6(b), Borrower shall be either (1) prepay Loans and/or permanently reduced reduce the Aggregate Commitments in accordance with Section 2.5(e)(ii), in each case, in an aggregate amount equal to such Net Insurance/Condemnation Proceeds or (2), so long as no Default or Event of Default shall have occurred and be continuing and to the amount 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, deliver to Agent an officer’s certificate setting forth (x) that portion of such Net Insurance/Condemnation Proceeds; PROVIDED, HOWEVER, Proceeds that (i) no Borrower or such prepayment and/or reduction shall be required Subsidiary intends to the extent under the terms of any lease reinvest in equipment or other agreement existing on productive assets of the general type used in the business of Borrower and its Subsidiaries within 180 days of such date hereof of receipt and (y) the proposed use of such portion of the Net Insurance/Condemnation Proceeds are required and such other information with respect to such reinvestment as Agent may reasonably request, and Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Insurance/Condemnation Proceeds shall be used applied to replace, rebuild or repair the asset so damaged, destroyed or taken and prepay outstanding Loans (ii) if Company states without a reduction in the Officers' Certificate delivered pursuant Aggregate Commitments) to subsection 2.4B(iii)(e) that Company or the applicable Subsidiary intends to applyfull extent thereof. In addition, within 365 Borrower shall, no later than 180 days after the receipt of such Net Insurance/Condemnation ProceedsProceeds that have not theretofore been applied to the Obligations hereunder or that have not been so reinvested as provided above, make an additional prepayment of the Loans (and/or the Aggregate Commitments shall be permanently reduced) as set forth above in the full amount of 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 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 not so applied to a Property Reinvestment ApplicationProceeds.