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

Prepayments from Net Insurance/Condemnation Proceeds. No later than the third Business Day following the date of receipt by Administrative Agent or by any Loan Party or any Subsidiary of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Loans pursuant to the provisions of subsection 6.4C, Company shall (1) prepay the Loans in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds less the amount reinvested pursuant to clause (2) below or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, reinvest such Net Insurance/Condemnation Proceeds in equipment or other productive assets used in the business of any of the Loan Parties, within 365 days of such date of receipt. In addition, Company shall, no later than 365 days after any Loan Party’s or any Subsidiary’s receipt of such Net Insurance/Condemnation Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans in the full amount of all such Net Insurance/Condemnation Proceeds; provided that, if Company shall have contractually committed to reinvest any Net Insurance/Condemnation Proceeds during such 365 day period, Company shall have until the latter of (x) 365 days from the date of receipt of Net Insurance/Condemnation Proceeds and (y) 180 days from the date of such contractual commitment to reinvest such Net Insurance/Condemnation Proceeds and Company shall make an additional prepayment of Loans with any Net Insurance/Condemnation Proceeds not reinvested as of such date.

Prepayments from Net Insurance/Condemnation Proceeds. No later than the third fifth Business Day following the date of receipt by Administrative Agent or by any Loan Party Holdings or any Subsidiary of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Loans pursuant to the provisions of subsection 6.4C, Company shall (1) prepay the Loans at par in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds less the amount reinvested pursuant to clause (2) below or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, reinvest within 365 days of such date of receipt such Net Insurance/Condemnation Con­dem­na­tion Proceeds in equipment or other productive assets used in the business of any of the Loan Parties, within 365 days of such date of receipt. In addition, Company shall, no later than 365 days after any Loan Party’s or any Subsidiary’s receipt of such Net Insurance/Condemnation Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans in the full amount of all such Net Insurance/Condemnation Con­dem­na­tion Proceeds; provided that, if Company shall have contractually committed to reinvest any Net Insurance/Condemnation Proceeds during such 365 day period, Company shall have until the latter later of (x) 365 days from the date of receipt of Net Insurance/Condemnation Proceeds and (y) 180 days from the date of such contractual commitment to reinvest such Net Insurance/Condemnation Con­dem­na­tion Proceeds and Company shall make an additional prepayment of Loans with any Net Insurance/Condemnation Proceeds not reinvested as of such date.

Prepayments from Net Insurance/Condemnation Proceeds. No later than the third fifth Business Day following the date of receipt by Administrative Agent or by any Loan Party or any Subsidiary Group Member of any Net Insurance/Condemnation Proceeds that are required (other than Net Insurance/Condemnation Proceeds of less than $3,000,000 in the aggregate which may be retained by Borrower to be applied to prepay the Loans pursuant to the provisions of subsection 6.4Cuse for any purpose not prohibited by this Agreement), Company Borrower shall either (1) prepay the applicable Loans in an aggregate amount equal to the amount 100% of such Net Insurance/Condemnation Proceeds less the amount reinvested pursuant to clause (2) below or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, reinvest such Net Insurance/Condemnation Proceeds in equipment or other productive assets used in the business of any of the Loan Parties, within 365 days of such date of receipt. In addition, Company shall, no later than 365 days after any Loan Partydeliver to Administrative Agent an Officer’s or any Subsidiary’s receipt Certificate setting forth that portion of such Net Insurance/Condemnation Proceeds that have not theretofore been applied such Group Member intends to commit to reinvest in the reconstruction or other acquisition (including by way of Permitted Acquisitions) of assets used in or useful to the Obligations or that have not been so reinvested as provided above, make an additional prepayment business of the Loans in the full amount of all such Net Insurance/Condemnation Proceeds; provided that, if Company shall have contractually committed to reinvest any Net Insurance/Condemnation Proceeds during such 365 day period, Company shall have until the latter of (x) Group Members within 365 days from the of such date of receipt and no prepayment of Net Insurance/Condemnation Proceeds and (y) 180 days from the date of such contractual commitment to reinvest Loans with such Net Insurance/Condemnation Proceeds shall be required under this Section 2.4(b)(iii)(A) to the extent such Net Insurance/Condemnation Proceeds are so reinvested within 365 days of such date of receipt (or are committed to be reinvested pursuant to a legally binding agreement within 365 days of such date of receipt and Company shall make an additional prepayment are so reinvested within 180 days after the date such agreement was entered into); provided, that any portion of Loans with any such Net Insurance/Condemnation Proceeds not actually reinvested as within the applicable time period set forth in this clause (2) shall be used to prepay the Loans on or before the last day of the applicable time period set forth in this clause (2); provided further, that if at the time that any such prepayment would be required, Borrower is required to offer to repurchase Other Applicable Indebtedness with such Net Insurance/Condemnation Proceeds pursuant to the terms of the documentation governing such Other Applicable Indebtedness, then Borrower may apply such Net Insurance/Condemnation Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such dateNet Insurance/Condemnation Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Insurance/Condemnation Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Insurance/Condemnation Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.4(b)(iii)(B) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

Prepayments from Net Insurance/Condemnation Proceeds. No later ----------------------------------------------------- than the third tenth Business Day following the date of receipt by Administrative Agent or by any Loan Party Company or any Subsidiary of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Loans pursuant to the provisions of subsection 6.4C, Company shall (1) prepay the Loans in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds less the amount reinvested pursuant to clause minus (2if (1) below or (2) so long as no Potential Event of Default or Event of Default shall ----- have occurred and be continuingcontinuing and (2) Company shall have delivered to Administrative Agent, reinvest on or before such Net Insurance/Condemnation tenth Business Day, the Officers' Certificate described in subsection 6.4C), any Proposed Insurance Reinvestment Proceeds; provided, that at Company's option, such Proposed -------- Insurance Reinvestment Proceeds in equipment or other productive assets used in may be applied to prepay outstanding Revolving Loans to the business of any of the Loan Parties, within 365 days of such date of receiptfull extent thereof. In addition, Company shall, no later than 365 days after any Loan Party’s or any Subsidiary’s receipt of any Proposed Insurance Reinvestment Proceeds, Company shall prepay the Loans in an amount equal to the amount of any such Net Insurance/Condemnation Proposed Insurance Reinvestment Proceeds that have not theretofore been applied to the Obligations costs of repairing, restoring or that have replacing the applicable assets of Company or its Subsidiaries or reinvested in assets used in the ordinary course of business; provided further that, Company shall not been so reinvested as provided above, be ---------------- required to make an additional any prepayment of the Loans in to the full amount of all such Net Insurance/Condemnation Proceeds; provided that, if Company shall have contractually committed to reinvest any extent that Net Insurance/Condemnation Proceeds during such 365 day period, Company shall have until the latter any Fiscal Year does not exceed 2% of (x) 365 days from the date consolidated total assets of receipt of Net Insurance/Condemnation Proceeds and (y) 180 days from the date of such contractual commitment to reinvest such Net Insurance/Condemnation Proceeds and Company shall make an additional prepayment of Loans with any Net Insurance/Condemnation Proceeds not reinvested as of such dateCompany.

Prepayments from Net Insurance/Condemnation Proceeds. No ---------------------------------------------------- later than the third tenth Business Day following the date of receipt by Administrative Agent or by any Loan Party Company or any Subsidiary of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Loans pursuant to the provisions of subsection 6.4C5.4C, Company shall (1) prepay the Loans in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds less the amount reinvested pursuant to clause minus (2if (1) below or (2) so long as no Potential Event of Default or ----- Event of Default shall have occurred and be continuingcontinuing and (2) Company shall have delivered to Administrative Agent, reinvest on or before such Net Insurance/Condemnation tenth Business Day, the Officers' Certificate described in subsection 5.4C(ii)), any Proposed Insurance Reinvestment Proceeds; provided, -------- however, that at Company's option, such Proposed Insurance ------- Reinvestment Proceeds may be applied to prepay outstanding Revolving Loans (without a reduction in equipment or other productive assets used in Revolving Loan Commitments) to the business of any of the Loan Parties, within 365 days of such date of receiptfull extent thereof. In addition, Company shall, no later than 365 270 days after any Loan Party’s or any Subsidiary’s receipt of any Proposed Insurance Reinvestment Proceeds, Company shall prepay the Loans in an amount equal to the amount of any such Net Insurance/Condemnation Proposed Insurance Reinvestment Proceeds that 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 Company -------- shall not been so reinvested as provided above, be required to make an additional any prepayment of the Loans in to the full amount extent that the sum of all such Net Insurance/Condemnation Proceeds; provided that, if Company shall have contractually committed to reinvest any Asset Sale Proceeds plus Net ---- Insurance/Condemnation Proceeds during such 365 day periodfrom 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 have until only be required to prepay 75% of the latter of (x) 365 days from the date of receipt 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 and to prepay Indebtedness under the Revolving Credit Agreement or the Senior Subordinated Notes or the Discount Notes (yunder the terms of the New Sub Debt Indentures), then notwithstanding anything contained in this Agreement to the contrary (but subject to subsection 2.4B(iii)(c) 180 days from the date of such contractual commitment to reinvest hereof), Company shall apply such Net Insurance/Condemnation Proceeds and Company shall make an additional to the prepayment of the Tranche A Term Loans and the Loans 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 accordance with the provisions of the Revolving Credit Agreement, in each case so as to eliminate or minimize any Net Insurance/Condemnation Proceeds not reinvested as of obligation to prepay any such dateIndebtedness evidenced by the Senior Subordinated Notes or the Discount Notes.

Prepayments from Net Insurance/Condemnation Proceeds. No later than the third fifth Business Day following the date of receipt by Administrative Agent or by any Loan Party Holdings or any Subsidiary of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Loans pursuant to the provisions of subsection 6.4C, Company shall (1) prepay the Loans at par in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds less the amount reinvested pursuant to clause (2) below or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, reinvest within 365 days of such date of receipt such Net Insurance/Condemnation Con­dem­na­tion Proceeds in equipment or other productive assets used in the business of any of the Loan Parties, within 365 days of such date of receipt. In addition, Company shall, no later than 365 days after any Loan Party’s or any Subsidiary’s receipt of such Net Insurance/Condemnation Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans in the full amount of all such Net Insurance/Condemnation Con­dem­na­tion Proceeds; provided that, if Company shall have contractually committed to reinvest any Net Insurance/Condemnation Insurance/​Condemnation Proceeds during such 365 day period, Company shall have until the latter later of (x) 365 days from the date of receipt of Net Insurance/Condemnation Proceeds and (y) 180 days from the date of such contractual commitment to reinvest such Net Insurance/Condemnation Con­dem­na­tion Proceeds and Company shall make an additional prepayment of Loans with any Net Insurance/Condemnation Proceeds not reinvested as of such date.

Prepayments from Net Insurance/Condemnation Proceeds. No ---------------------------------------------------- later than the third tenth Business Day following the date of receipt by Administrative Agent or by any Loan Party Company or any Subsidiary of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Loans pursuant to the provisions of subsection 6.4C, Company shall (1) prepay the Loans in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds less the amount reinvested pursuant to clause minus (2if (1) below or (2) so long as no Potential Event of Default or ----- Event of Default shall have occurred and be continuingcontinuing and (2) Company shall have delivered to Administrative Agent, reinvest on or before such Net Insurance/Condemnation tenth Business Day, the Officers' Certificate described in subsection 6.4C(ii)), any Proposed Insurance Reinvestment Proceeds; provided, -------- however, that at Company's option, such Proposed Insurance ------- Reinvestment Proceeds in equipment or other productive assets used in may be applied to prepay outstanding Revolving Loans to the business of any of the Loan Parties, within 365 days of such date of receiptfull extent thereof. In addition, Company shall, no later than 365 days after any Loan Party’s or any Subsidiary’s receipt of any Proposed Insurance Reinvestment Proceeds, Company shall prepay the Loans in an amount equal to the amount of any such Net Insurance/Condemnation Proposed Insurance Reinvestment Proceeds that 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 assets used in the ordinary course of business; provided that have Company -------- shall not been so reinvested as provided above, be required to make an additional any prepayment of the Loans in to the full amount extent that the sum of all such Net Insurance/Condemnation Proceeds; provided that, if Company shall have contractually committed to reinvest any Asset Sale Proceeds plus Net ---- Insurance/Condemnation Proceeds during such 365 day period, Company shall have until from the latter of (x) 365 days from Closing Date through the date of receipt determination does not exceed 2% of Net Insurance/Condemnation Proceeds and (y) 180 days from the date total assets of such contractual commitment to reinvest such Net Insurance/Condemnation Proceeds and Company shall make an additional prepayment of Loans with any Net Insurance/Condemnation Proceeds not reinvested as of such dateCompany.

Prepayments from Net Insurance/Condemnation Proceeds. No ---------------------------------------------------- later than the third tenth Business Day following the date of receipt by Administrative Agent or by any Loan Party Company or any Subsidiary of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Loans pursuant to the provisions of subsection 6.4C, Company shall (1) prepay the Loans in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds less the amount reinvested pursuant to clause minus (2if (1) below or (2) so long as no Potential Event of Default or ----- Event of Default shall have occurred and be continuingcontinuing and (2) Company shall have delivered to Administrative Agent, reinvest on or before such Net Insurance/Condemnation tenth Business Day, the Officers' Certificate described in subsection 6.4C), any Proposed Insurance Reinvestment Proceeds; provided, that at -------- Company's option, such Proposed Insurance Reinvestment Proceeds in equipment or other productive assets used in may be applied to prepay outstanding Revolving Loans to the business of any of the Loan Parties, within 365 days of such date of receiptfull extent thereof. In addition, Company shall, no later than 365 days after any Loan Party’s or any Subsidiary’s receipt of any Proposed Insurance Reinvestment Proceeds, Company shall prepay the Loans in an amount equal to the amount of any such Net Insurance/Condemnation Proposed Insurance Reinvestment Proceeds that have not theretofore been applied to the Obligations costs of repairing, restoring or that have replacing the applicable assets of Company or its Subsidiaries or reinvested in assets used in the ordinary course of business; provided further that, Company shall not been so reinvested as provided above, -------- ------- be required to make an additional any prepayment of the Loans in to the full amount of all such Net Insurance/Condemnation Proceeds; provided that, if Company shall have contractually committed to reinvest any extent that Net Insurance/Condemnation Proceeds during such 365 day period, Company shall have until the latter any Fiscal Year does not exceed 2% of (x) 365 days from the date consolidated total assets of receipt of Net Insurance/Condemnation Proceeds and (y) 180 days from the date of such contractual commitment to reinvest such Net Insurance/Condemnation Proceeds and Company shall make an additional prepayment of Loans with any Net Insurance/Condemnation Proceeds not reinvested as of such dateCompany.

Prepayments from Net Insurance/Condemnation Proceeds. No Subject to the provisions of Section 5.4(c) and the Intercreditor Agreement, no later than the third Business Day following the date of receipt by Administrative Agent or by any Loan Party or any Subsidiary of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Loans pursuant to the provisions of subsection 6.4CProceeds, Company shall either (1) subject to subsection (2) below, prepay the Loans in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds less the amount reinvested pursuant to clause (2) below or (2) ), so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, reinvest deliver to Administrative Agent an Officer’s Certificate setting forth (x) 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 any of the Loan Parties, Company and its Subsidiaries within 365 270 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 Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, apply such portion to such reinvestment purposes within such 270 day period. In addition, Company shall, no later than 365 270 days after any Loan Party’s or any Subsidiary’s receipt of such Net Insurance/Condemnation Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans in the full amount of all such unapplied and un-reinvested Net Insurance/Condemnation Proceeds unless on or prior to such date Company has entered into a committed written agreement for the application or reinvestment of such Net Insurance/Condemnation Proceeds; provided that. Company shall, if Company shall have contractually committed to reinvest any Net Insurance/Condemnation Proceeds during within 90 days after the end of such 365 270 day period, Company shall have until make an additional prepayment of the latter Loans in the full amount of (x) 365 days from the date of receipt of Net Insurance/Condemnation Proceeds and (y) 180 days from the date of such contractual commitment to reinvest any such Net Insurance/Condemnation Proceeds and Company shall make an additional prepayment of Loans with any Net Insurance/Condemnation Proceeds that have not been applied or reinvested as of within such date90 day period.

Prepayments from Net Insurance/Condemnation Proceeds. No later than the third fifth Business Day following the date of receipt by Administrative Agent or by any Loan Party Holdings or any Subsidiary of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Loans pursuant to the provisions of subsection 6.4C, Company shall (1) prepay the Loans at par in an aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds less any Net Asset Sale Proceeds derived from ABL Priority Collateral and] less the amount reinvested pursuant to clause (2) below or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, reinvest within 365 days of such date of receipt such Net Insurance/Condemnation Proceeds, less any Net Asset Sale Proceeds derived from ABL Priority Collateral,] in equipment or other productive assets used in the business of any of the Loan PartiesParties , within 365 days in each case subject to the requirements of such date of receiptthe ABL Credit Agreement. In addition, Company shall, no later than 365 days after any Loan Party’s receipt by Holdings or any Subsidiary’s receipt of its Subsidiaries of such Net Insurance/Condemnation Proceeds that have not theretofore been applied to the Obligations Obligations, that are not derived from ABL Priority Collateral or that have not been so reinvested as provided above, make an additional prepayment of the Loans in the full amount of all such Net Insurance/Condemnation Proceeds; provided that, if Company shall have contractually committed to reinvest any Net Insurance/Condemnation Proceeds during such 365 day period, Company shall have until the latter later of (x) 365 days from the date of receipt of Net Insurance/Condemnation Proceeds and (y) 180 days from the date of such contractual commitment to reinvest such Net Insurance/Condemnation Proceeds and Company shall make an additional prepayment of Loans with any Net Insurance/Condemnation Proceeds not reinvested as of such date.