Common use of Proceeds of Destruction, Taking and Collateral Dispositions Clause in Contracts

Proceeds of Destruction, Taking and Collateral Dispositions. (a) So long as no Event of Default shall have occurred and be continuing, and to the extent the applicable Grantor is permitted by the Loan Documents to reinvest any Net Proceeds as contemplated herein, in the event there shall be any Net Proceeds in respect of any Taking or Destruction of Collateral or Net Proceeds from any sale or disposition of Collateral, the applicable Grantor shall have the right, at such Grantor’s option, to apply such Net Proceeds within two hundred seventy (270) days after the receipt of such Net Proceeds (or, in the case of such disposition, to apply such Net Proceeds within two hundred seventy (270) days from the date of such disposition) to reinvest in new or existing properties or assets having a fair market value at least equal to the amount of such net insurance proceeds or net awards or net cash proceeds, as the case may be, in accordance with the applicable provisions of this Agreement. In the event such Grantor elects to reinvest such Net Proceeds, such Grantor shall deliver to the Collateral Agent (A) a written notice of such election and (B) an Officers’ Certificate stating that (1) the applicable Net Proceeds shall be utilized to reinvest in Collateral in the manner and to the extent contemplated by the applicable provisions of the Loan Documents, and (2) no Event of Default has occurred and is continuing (the items described in clauses (A) and (B) of this sentence, collectively, the “Investment Election Notice”). In the event such Net Proceeds shall be in an amount less than (i) $500,000 or (ii) when taken together with all other awards or proceeds in any fiscal year, less than $1,000,000, upon receipt of an Investment Election Notice, the Collateral Agent shall release such Net Proceeds to such Grantor in accordance with the provisions of subsection 6.01(b) hereof. (b) In the event there shall be any Net Proceeds, with respect to Collateral, in an amount equal to or greater than (i) $500,000 or (ii) when taken together with all other awards or proceeds in any fiscal year, greater than $1,000,000, the Collateral Agent shall not release any part of such Net Proceeds until the applicable Grantor has furnished to the Collateral Agent (A) an Officers’ Certificate setting forth: (1) a brief description of the reinvestment to be made, (2) the dollar amount of the expenditures to be made, or costs incurred by such Grantor in connection with such reinvestment and (3) each request for payment shall be made on at least ten (10) days’ prior notice to the Collateral Agent and such request shall state that the properties or assets acquired in connection with such reinvestment have a fair market value at least equal to the amount of such net awards or net insurance proceeds or net cash proceeds, as the case may be, requested to be released from the Collateral Account and (B) all security agreements and mortgages and other items required to subject such reinvestment properties or assets to the Lien of the this Agreement in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties.

Proceeds of Destruction, Taking and Collateral Dispositions. (a) So long as no Event of Default shall have occurred and be continuing, and to the extent the applicable Grantor is permitted by the Loan Documents to reinvest any Net Proceeds as contemplated herein, in the event there shall be any Net Proceeds net award in respect of any Taking or net insurance proceeds in respect of any Destruction of Collateral or Net Proceeds net cash proceeds from any sale or disposition of CollateralCollateral of the type contemplated in subsection 8.5(g), the applicable Grantor Credit Party shall have the right, at such GrantorCredit Party’s option, to apply such Net Proceeds net award or net insurance proceeds within two hundred seventy (270) 180 days after from the receipt date of such Net Proceeds the applicable Destruction or Taking (or, in the case of such disposition, to apply such Net Proceeds net cash proceeds within two hundred seventy (270) days twelve months from the date of such disposition) to reinvest in new or existing properties or assets owned (or to be owned) by Borrower or its Subsidiaries having a fair market value at least equal to the amount of such net insurance proceeds or net awards or net cash proceeds, as the case may be, in accordance with the applicable provisions of this AgreementAgreement or to repair, replace or restore any property in respect of which such Net Proceeds were paid, no later than 180 days following the date of receipt of such proceeds; provided that if the property subject to such Destruction or Taking constituted Collateral under the Security Documents, then all property purchased with the Net Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with subsections 7.9 and 7.12. In the event such Grantor Credit Party elects so to reinvest such Net Proceedsnet insurance proceeds or net awards or net cash proceeds, as the case may be, such Grantor Credit Party shall deliver to the Collateral Administrative Agent (A) a written notice of such election and (B) an Officers’ Certificate stating that (1) the applicable Net Proceeds net insurance proceeds or net awards, as the case may be, shall be utilized so to reinvest in Collateral in the manner and to the extent contemplated by the applicable provisions proviso set forth in clause (b) of the Loan Documentsdefinition of Net Proceeds, or the net cash proceeds shall be utilized so to reinvest in Collateral in the manner contemplated by the proviso set forth in subsection 8.5(g), as the case may be, and (2) no Event of Default (or in the case of any net award in respect of any Taking or net insurance proceeds in respect of any Destruction, no Event of Default under subsections 9(a), (e), (f), (g) or (h)) has occurred and is continuing (the items described in clauses (A1) and (B2) of this sentence, collectively, the “Investment Election Notice”). In the event such Net Proceeds net awards, net insurance proceeds or net cash proceeds, as the case may be, shall be in an amount less than (i) $500,000 or (ii) when taken together with all other awards or proceeds in any fiscal year, less than $1,000,0005,000,000, upon receipt of an Investment Election Notice, the Collateral Administrative Agent shall release such Net Proceeds net insurance proceeds or net awards or net cash proceeds to such Grantor Credit Party in accordance with the provisions of subsection 6.01(b12.1(b) hereof. (b) In the event there shall be any Net Proceedsnet awards or net insurance proceeds or net cash proceeds, with respect to Collateralas the case may be, in an amount equal to or greater than (i) $500,000 or (ii) when taken together with all other awards or proceeds in any fiscal year, greater than $1,000,0005,000,000, the Collateral Administrative Agent shall not release any part of such Net Proceeds net awards or net insurance proceeds or net cash proceeds, as the case may be, until the applicable Grantor Credit Party has furnished to the Collateral Administrative Agent (Ai) an Officers’ Certificate setting forth: (1) a brief description of the reinvestment to be made, (2) the dollar amount of the expenditures to be made, or costs incurred by such Grantor Credit Party in connection with such reinvestment and (3) each request for payment shall be made on at least ten one (101) daysBusiness Days’ prior notice to the Collateral Administrative Agent and such request shall state that the properties or assets acquired in connection with such reinvestment have a fair market value at least equal to the amount of such net awards or net insurance proceeds or net cash proceeds, as the case may be, requested to be released from the Collateral Account and (Bii) all security agreements and mortgages Mortgages and other items required to by the provisions of subsection 7.9 to, among other things, subject such reinvestment properties or assets to the Lien of the this Agreement Security Documents in favor of the Collateral Administrative Agent, for its benefit and for the benefit of the other Secured Parties.

Proceeds of Destruction, Taking and Collateral Dispositions. (a) So long as no Event of Default shall have occurred and be continuing, and to the extent the applicable Grantor is permitted by the Loan Documents to reinvest any Net Proceeds as contemplated herein, in the event there shall be any Net Proceeds net award in respect of any Taking or net insurance proceeds in respect of any Destruction of Collateral or Net Proceeds net cash proceeds from any sale or disposition of CollateralCollateral of the type contemplated in subsection 8.5(g), the applicable Grantor Credit Party shall have the right, at such GrantorCredit Party’s option, to apply such Net Proceeds net award or net insurance proceeds within two hundred seventy (270) days after twelve months from the receipt date of such Net Proceeds the applicable Destruction or Taking (or, in the case of such disposition, to apply such Net Proceeds net cash proceeds within two hundred seventy (270) days twelve months from the date of such disposition) to reinvest in new or existing properties or assets owned (or to be owned) by Borrower or its Subsidiaries having a fair market value at least equal to the amount of such net insurance proceeds or net awards or net cash proceeds, as the case may be, in accordance with the applicable provisions of this AgreementAgreement or to repair, replace or restore any property in respect of which such Net Proceeds were paid, no later than 180 days following the date of receipt of such proceeds; provided that if the property subject to such Destruction or Taking constituted Collateral under the Security Documents, then all property purchased with the Net Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with subsections 7.9 and 7.12. In the event such Grantor Credit Party elects so to reinvest such Net Proceedsnet insurance proceeds or net awards or net cash proceeds, as the case may be, such Grantor Credit Party shall deliver to the Collateral Administrative Agent (A) a written notice of such election and (B) an Officers’ Certificate stating that (1) the applicable Net Proceeds net insurance proceeds or net awards, as the case may be, shall be utilized so to reinvest in Collateral in the manner and to the extent contemplated by the applicable provisions proviso set forth in clause (b) of the Loan Documentsdefinition of Net Proceeds, or the net cash proceeds shall be utilized so to reinvest in Collateral in the manner contemplated by the proviso set forth in subsection 8.5(g), as the case may be, and (2) no Event of Default (or in the case of any net award in respect of any Taking or net insurance proceeds in respect of any Destruction, no Event of Default under paragraphs (a), (e), (f), (g) or (h) of Section 9) has occurred and is continuing (the items described in clauses (A1) and (B2) of this sentence, collectively, the “Investment Election Notice”). In the event such Net Proceeds net awards, net insurance proceeds or net cash proceeds, as the case may be, shall be in an amount less than (i) $500,000 or (ii) when taken together with all other awards or proceeds in any fiscal year, less than $1,000,0005,000,000, upon receipt of an Investment Election Notice, the Collateral Administrative Agent shall release such Net Proceeds net insurance proceeds or net awards or net cash proceeds to such Grantor Credit Party in accordance with the provisions of subsection 6.01(b12.1(b) hereof. (b) In the event there shall be any Net Proceedsnet awards or net insurance proceeds or net cash proceeds, with respect to Collateralas the case may be, in an amount equal to or greater than (i) $500,000 or (ii) when taken together with all other awards or proceeds in any fiscal year, greater than $1,000,0005,000,000, the Collateral Administrative Agent shall not release any part of such Net Proceeds net awards or net insurance proceeds or net cash proceeds, as the case may be, until the applicable Grantor Credit Party has furnished to the Collateral Administrative Agent (Ai) an Officers’ Certificate setting forth: (1) a brief description of the reinvestment to be made, (2) the dollar amount of the expenditures to be made, or costs incurred by such Grantor Credit Party in connection with such reinvestment and (3) each request for payment shall be made on at least ten one (101) days’ Business Day’s prior notice to the Collateral Administrative Agent and such request shall state that the properties or assets acquired in connection with such reinvestment have a fair market value at least equal to the amount of such net awards or net insurance proceeds or net cash proceeds, as the case may be, requested to be released from the Collateral Account and (Bii) all security agreements and mortgages Mortgages and other items required to by the provisions of subsection 7.9 to, among other things, subject such reinvestment properties or assets to the Lien of the this Agreement Security Documents in favor of the Collateral Administrative Agent, for its benefit and for the benefit of the other Secured Parties.

Proceeds of Destruction, Taking and Collateral Dispositions. (a) So long as no Event of Default shall have occurred and be continuing, and to the extent the applicable Grantor is permitted by the Loan Documents to reinvest any Net Proceeds as contemplated herein, in the event there shall be any Net Proceeds net award in respect of any Taking or net insurance proceeds in respect of any Destruction of Collateral or Net Proceeds net cash proceeds from any sale or disposition of CollateralCollateral of the type contemplated in subsection 8.5(h), the applicable Grantor Credit Party shall have the right, at such Grantor’s Credit Party's option, to apply such Net Proceeds net award or net insurance proceeds within two hundred seventy (270) 270 days after from the receipt date of such Net Proceeds the applicable Destruction or Taking (or, in the case of such disposition, to apply such Net Proceeds net cash proceeds within two hundred seventy (270) 270 days from the date of such disposition) to reinvest in new or existing properties or assets owned (or to be owned) by Borrower or a wholly owned Subsidiary of Borrower having a fair market value at least equal to the amount of such net insurance proceeds or net awards or net cash proceeds, as the case may be, in accordance with the applicable provisions of this Agreement. In the event such Grantor Credit Party elects so to reinvest such Net Proceedsnet insurance proceeds or net awards or net cash proceeds, as the case may be, such Grantor Credit Party shall deliver to the Collateral Administrative Agent (A) a written notice of such election and (B) an Officers’ ' Certificate stating that (1) the applicable Net Proceeds net insurance proceeds or net awards, as the case may be, shall be utilized so to reinvest in Collateral in the manner and to the extent contemplated by the applicable provisions proviso set forth in clause (b) of the Loan Documentsdefinition of Net Proceeds, or the net cash proceeds shall be utilized so to reinvest in Collateral in the manner contemplated by the proviso set forth in subsection 8.5(h), as the case may be, and (2) no Event of Default has occurred and is continuing (the items described in clauses (A1) and (B2) of this sentence, collectively, the “"Investment Election Notice”"). In the event such Net Proceeds shall be in an amount less than (i) $500,000 or (ii) when taken together with all other awards or proceeds in any fiscal year, less than $1,000,000, upon Upon receipt of an Investment Election Notice, the Collateral Administrative Agent shall release such Net Proceeds net insurance pro- ceeds or net awards or net cash proceeds to such Grantor Credit Party in accordance with the provisions of subsection 6.01(b12.1(b) hereof. (b) In the event there shall be any Net Proceeds, with respect to Collateral, in an amount equal to or greater than (i) $500,000 or (ii) when taken together with all other awards or proceeds in any fiscal year, greater than $1,000,000, the Collateral Agent shall not release any part of such Net Proceeds until the applicable Grantor has furnished to the Collateral Agent (A) an Officers’ Certificate setting forth: (1) a brief description of the reinvestment to be made, (2) the dollar amount of the expenditures to be made, or costs incurred by such Grantor in connection with such reinvestment and (3) each request for payment shall be made on at least ten (10) days’ prior notice to the Collateral Agent and such request shall state that the properties or assets acquired in connection with such reinvestment have a fair market value at least equal to the amount of such net awards or net insurance proceeds or net cash proceeds, as the case may be, requested to be released from the Collateral Account and (B) all security agreements and mortgages and other items required to subject such reinvestment properties or assets to the Lien of the this Agreement in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties.

Proceeds of Destruction, Taking and Collateral Dispositions. (a) So long as no Event of Default shall have occurred and be continuing, and to the extent the applicable Grantor is permitted by the Loan Documents to reinvest any Net Proceeds as contemplated herein, in the event there shall be any Net Proceeds net award in respect of any Taking or net insurance proceeds in respect of any Destruction of Collateral or Net Proceeds net cash proceeds from any sale or disposition of CollateralCollateral of the type contemplated in subsection 8.5(g), the applicable Grantor Credit Party shall have the right, at such GrantorCredit Party’s option, to apply such Net Proceeds net award or net insurance proceeds within two hundred seventy (270) days after twelve months from the receipt date of such Net Proceeds the applicable Destruction or Taking (or, in the case of such disposition, to apply such Net Proceeds net cash proceeds within two hundred seventy (270) days twelve months from the date of such disposition) to reinvest in new or existing properties or assets owned (or to be owned) by Borrower or its Subsidiaries having a fair market value at least equal to the amount of such net insurance proceeds or net awards or net cash proceeds, as the case may be, in accordance with the applicable provisions of this AgreementAgreement or to repair, replace or restore any property in respect of which such Net Proceeds were paid, no later than 180 days following the date of receipt of such proceeds; provided that if the property subject to such Destruction or Taking constituted Collateral under the Security Documents, then all property purchased with the Net Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with subsections 7.9 and 7.12. In the event such Grantor Credit Party elects so to reinvest such Net Proceedsnet insurance proceeds or net awards or net cash proceeds, as the case may be, such Grantor Credit Party shall deliver to the Collateral Administrative Agent (A) a written notice of such election and (B) an Officers’ Certificate stating that (1) the applicable Net Proceeds net insurance proceeds or net awards, as the case may be, shall be utilized so to reinvest in Collateral in the manner and to the extent contemplated by the applicable provisions proviso set forth in clause (b) of the Loan Documentsdefinition of Net Proceeds, or the net cash proceeds shall be utilized so to reinvest in Collateral in the manner contemplated by the proviso set forth in subsection 8.5(g), as the case may be, and (2) no Event of Default (or in the case of any net award in respect of any Taking or net insurance proceeds in respect of any Destruction, no Event of Default under paragraphs (a), (e), (f), (g) or (h) of Section 9) has occurred and is continuing (the items described in clauses (A1) and (B2) of this sentence, collectively, the “Investment Election Notice”). In the event such Net Proceeds net awards, net insurance proceeds or net cash proceeds, as the case may be, shall be in an amount less than (i) $500,000 or (ii) when taken together with all other awards or proceeds in any fiscal year, less than $1,000,0005,000,000, upon receipt of an Investment Election Notice, the Collateral Administrative Agent shall release such Net Proceeds net insurance proceeds or net awards or net cash proceeds to such Grantor Credit Party in accordance with the provisions of subsection 6.01(b12.1(b) hereof. (b) In the event there shall be any Net Proceedsnet awards or net insurance proceeds or net cash proceeds, with respect to Collateralas the case may be, in an amount equal to or greater than (i) $500,000 or (ii) when taken together with all other awards or proceeds in any fiscal year, greater than $1,000,0005,000,000, the Collateral Administrative Agent shall not release any part of such Net Proceeds net awards or net insurance proceeds or net cash proceeds, as the case may be, until the applicable Grantor Credit Party has furnished to the Collateral Administrative Agent (Ai) an Officers’ Certificate setting forth: (1) a brief description of the reinvestment to be made, (2) the dollar amount of the expenditures to be made, or costs incurred by such Grantor Credit Party in connection with such reinvestment and (3) each request for payment shall be made on at least ten one (101) daysBusiness Days’ prior notice to the Collateral Administrative Agent and such request shall state that the properties or assets acquired in connection with such reinvestment have a fair market value at least equal to the amount of such net awards or net insurance proceeds or net cash proceeds, as the case may be, requested to be released from the Collateral Account and (Bii) all security agreements and mortgages Mortgages and other items required to by the provisions of subsection 7.9 to, among other things, subject such reinvestment properties or assets to the Lien of the this Agreement Security Documents in favor of the Collateral Administrative Agent, for its benefit and for the benefit of the other Secured Parties.

Proceeds of Destruction, Taking and Collateral Dispositions. (a) So long as no Event of Default shall have occurred and be continuing, and to the extent the applicable Grantor is permitted by the Loan Documents to reinvest any Net Proceeds as contemplated herein, in the event there shall be any Net Proceeds net award in respect of any Taking or net insurance proceeds in respect of any Destruction of Collateral or Net Proceeds net cash proceeds from any sale or disposition of CollateralCollateral of the type contemplated in subsection 8.5(g), the applicable Grantor Credit Party shall have the right, at such GrantorCredit Party’s option, to apply such Net Proceeds net award or net insurance proceeds within two hundred seventy (270) days after the receipt of such Net Proceeds (or, in the case of such disposition, to apply such Net Proceeds within two hundred seventy (270) days one year from the date of such disposition) the applicable Destruction, Taking or disposition to reinvest in new or existing properties or assets having a fair market value at least equal owned (or to be owned) by Holdings or its Subsidiaries in accordance with the applicable provisions of this Agreement or to repair, replace or restore any property in respect of which such Net Proceeds were paid, no later than one year following the date of receipt of such proceeds; provided that if the property subject to such Destruction or Taking constituted Collateral under the Security Documents, then all property purchased with the Net Proceeds thereof pursuant to this subsection shall be made subject to the amount Lien of the applicable Security Documents in favor of the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with subsections 7.9 and 7.12. In the event such Credit Party elects so to reinvest such net insurance proceeds or net awards or net cash proceeds, as the case may be, in accordance with the applicable provisions of this Agreement. In the event such Grantor elects to reinvest such Net Proceeds, such Grantor Credit Party shall deliver to the Collateral Administrative Agent (A) a written notice of such election and (B) an Officers’ Certificate stating that (1) the applicable Net Proceeds net insurance proceeds or net awards, as the case may be, shall be utilized so to reinvest in Collateral in the manner and to the extent contemplated by the applicable provisions proviso set forth in clause (b) of the Loan Documentsdefinition of Net Proceeds, or the net cash proceeds shall be utilized so to reinvest in Collateral in the manner contemplated by the proviso set forth in subsection 8.5(h), as the case may be, and (2) no Event of Default (or in the case of any net award in respect of any Taking or net insurance proceeds in respect of any Destruction, no Event of Default under subsections 9(a), (e), (f), (g) or (h)) has occurred and is continuing (the items described in clauses (A1) and (B2) of this sentence, collectively, the “Investment Election Notice”). In the event such Net Proceeds net awards, net insurance proceeds or net cash proceeds, as the case may be, shall be in an amount less than (i) $500,000 or (ii) when taken together with all other awards or proceeds in any fiscal year, less than $1,000,0005,000,000, upon receipt of an Investment Election Notice, the Collateral Administrative Agent shall release such Net Proceeds net insurance proceeds or net awards or net cash proceeds to such Grantor Credit Party in accordance with the provisions of subsection 6.01(b) hereof12.1(b). (b) In the event there shall be any Net Proceedsnet awards or net insurance proceeds or net cash proceeds, with respect to Collateralas the case may be, in an amount equal to or greater than (i) $500,000 or (ii) when taken together with all other awards or proceeds in any fiscal year, greater than $1,000,0005,000,000, the Collateral Administrative Agent shall not release any part of such Net Proceeds net awards or net insurance proceeds or net cash proceeds, as the case may be, until the applicable Grantor Credit Party has furnished to the Collateral Administrative Agent (Ai) an Officers’ Certificate setting forth: (1) a brief description of the reinvestment to be made, (2) the dollar amount of the expenditures to be made, or costs incurred by such Grantor Credit Party in connection with such reinvestment and (3) each request for payment shall be made on at least ten one (101) days’ Business Day’s prior notice to the Collateral Administrative Agent and such request shall state that the properties or assets acquired in connection with such reinvestment have a fair market value at least equal to the amount of such net awards or net insurance proceeds or net cash proceeds, as the case may be, requested to be released from the Collateral Account and (Bii) all security agreements and mortgages Mortgages and other items required to by the provisions of subsection 7.9 to, among other things, subject such reinvestment properties or assets to the Lien of the this Agreement Security Documents in favor of the Collateral Administrative Agent, for its benefit and for the benefit of the other Secured Parties.. 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Proceeds of Destruction, Taking and Collateral Dispositions. (a) So long as no Event of Default shall have occurred and be continuing, and to the extent the applicable Grantor is permitted by the Loan Documents to reinvest any Net Proceeds as contemplated herein, in the event there shall be any Net Proceeds net award in respect of any Taking or net insurance proceeds in respect of any Destruction of Collateral or Net Proceeds net cash proceeds from any sale or disposition of CollateralCollateral of the type contemplated in subsection 8.5(g), the applicable Grantor Credit Party shall have the right, at such GrantorCredit Party’s option, to apply such Net Proceeds net award or net insurance proceeds within two hundred seventy (270) days after the receipt of such Net Proceeds (or, in the case of such disposition, to apply such Net Proceeds within two hundred seventy (270) days one year from the date of such disposition) the applicable Destruction, Taking or disposition to reinvest in new or existing properties or assets having a fair market value at least equal owned (or to be owned) by Holdings or its Subsidiaries in accordance with the applicable provisions of this Agreement or to repair, replace or restore any property in respect of which such Net Proceeds were paid, no later than one year following the date of receipt of such proceeds; provided that if the property subject to such Destruction or Taking constituted Collateral under the Security Documents, then all property purchased with the Net Proceeds thereof pursuant to this subsection shall be made subject to the amount Lien of the applicable Security Documents in favor of the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with subsections 7.9 and 7.12. In the event such Credit Party elects so to reinvest such net insurance proceeds or net awards or net cash proceeds, as the case may be, in accordance with the applicable provisions of this Agreement. In the event such Grantor elects to reinvest such Net Proceeds, such Grantor Credit Party shall deliver to the Collateral Administrative Agent (A) a written notice of such election and (B) an Officers’ Certificate stating that (1) the applicable Net Proceeds net insurance proceeds or net awards, as the case may be, shall be utilized so to reinvest in Collateral in the manner and to the extent contemplated by the applicable provisions proviso set forth in clause (b) of the Loan Documentsdefinition of Net Proceeds, or the net cash proceeds shall be utilized so to reinvest in Collateral in the manner contemplated by the proviso set forth in subsection 8.5(h), as the case may be, and (2) no Event of Default (or in the case of any net award in respect of any Taking or net insurance proceeds in respect of any Destruction, no Event of Default under subsections 9(a), (e), (f), (g) or (h)) has occurred and is continuing (the items described in clauses (A1) and (B2) of this sentence, collectively, the “Investment Election Notice”). In the event such Net Proceeds net awards, net insurance proceeds or net cash proceeds, as the case may be, shall be in an amount less than (i) $500,000 or (ii) when taken together with all other awards or proceeds in any fiscal year, less than $1,000,0005,000,000, upon receipt of an Investment Election Notice, the Collateral Administrative Agent shall release such Net Proceeds net insurance proceeds or net awards or net cash proceeds to such Grantor Credit Party in accordance with the provisions of subsection 6.01(b) hereof12.1(b). (b) In the event there shall be any Net Proceedsnet awards or net insurance proceeds or net cash proceeds, with respect to Collateralas the case may be, in an amount equal to or greater than (i) $500,000 or (ii) when taken together with all other awards or proceeds in any fiscal year, greater than $1,000,0005,000,000, the Collateral Administrative Agent shall not release any part of such Net Proceeds net awards or net insurance proceeds or net cash proceeds, as the case may be, until the applicable Grantor Credit Party has furnished to the Collateral Administrative Agent (Ai) an Officers’ Certificate setting forth: (1) a brief description of the reinvestment to be made, (2) the dollar amount of the expenditures to be made, or costs incurred by such Grantor Credit Party in connection with such reinvestment and (3) each request for payment shall be made on at least ten one (101) days’ Business Day’s prior notice to the Collateral Administrative Agent and such request shall state that the properties or assets acquired in connection with such reinvestment have a fair market value at least equal to the amount of such net awards or net insurance proceeds or net cash proceeds, as the case may be, requested to be released from the Collateral Account and (Bii) all security agreements and mortgages Mortgages and other items required to by the provisions of subsection 7.9 to, among other things, subject such reinvestment properties or assets to the Lien of the this Agreement Security Documents in favor of the Collateral Administrative Agent, for its benefit and for the benefit of the other Secured Parties.

Proceeds of Destruction, Taking and Collateral Dispositions. (a) So long as no Event of Default shall have occurred and be continuing, and to the extent the applicable Grantor is permitted by the Loan Documents to reinvest any Net Proceeds as contemplated herein, in the event there shall be any Net Proceeds net award in respect of any Taking or net insurance proceeds in respect of any Destruction of Collateral or Net Proceeds net cash proceeds from any sale or disposition of CollateralCollateral of the type contemplated in subsection 8.5(g), the applicable Grantor Credit Party shall have the right, at such GrantorCredit Party’s option, to apply such Net Proceeds net award or net insurance proceeds within two hundred seventy (270) 180 days after from the receipt date of such Net Proceeds the applicable Destruction or Taking (or, in the case of such disposition, to apply such Net Proceeds net cash proceeds within two hundred seventy (270) days twelve months from the date of such disposition) to reinvest in new or existing properties or assets owned (or to be owned) by Borrower or its Subsidiaries having a fair market value at least equal to the amount of such net insurance proceeds or net awards or net cash proceeds, as the case may be, in accordance with the applicable provisions of this AgreementAgreement or to repair, replace or restore any property in respect of which such Net Proceeds were paid, no later than 180 days following the date of receipt of such proceeds; provided that if the property subject to such Destruction or Taking constituted Collateral under the Security Documents, then all property purchased with the Net Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with subsections 7.9 and 7.12. In the event such Grantor Credit Party elects so to reinvest such Net Proceedsnet insurance proceeds or net awards or net cash proceeds, as the case may be, such Grantor Credit Party shall deliver to the Collateral Administrative Agent (A) a written notice of such election and (B) an Officers’ Certificate stating that (1) the applicable Net Proceeds net insurance proceeds or net awards, as the case may be, shall be utilized so to reinvest in Collateral in the manner and to the extent contemplated by the applicable provisions proviso set forth in clause (b) of the Loan Documentsdefinition of Net Proceeds, or the net cash proceeds shall be utilized so to reinvest in Collateral in the manner contemplated by the proviso set forth in subsection 8.5(g), as the case may be, and (2) no Event of Default (or in the case of any net award in respect of any Taking or net insurance proceeds in respect of any Destruction, no Event of Default under subsections 9(a), (e), (f), (g) or (h)) has occurred and is continuing (the items described in clauses (A1) and (B2) of this sentence, collectively, the “Investment Election Notice”). In the event such Net Proceeds net awards, net insurance proceeds or net cash proceeds, as the case may be, shall be in an amount less than (i) $500,000 or (ii) when taken together with all other awards or proceeds in any fiscal year, less than $1,000,0005,000,000, upon receipt of an Investment Election Notice, the Collateral Administrative Agent shall release such Net Proceeds net insurance proceeds or net awards or net cash proceeds to such Grantor Credit Party in accordance with the provisions of subsection 6.01(b12.1(b) hereof. (b) In the event there shall be any Net Proceedsnet awards or net insurance proceeds or net cash proceeds, with respect to Collateralas the case may be, in an amount equal to or greater than (i) $500,000 or (ii) when taken together with all other awards or proceeds in any fiscal year, greater than $1,000,0005,000,000, the Collateral Administrative Agent shall not release any part of such Net Proceeds net awards or net insurance proceeds or net cash proceeds, as the case may be, until the applicable Grantor Credit Party has furnished to the Collateral Administrative Agent (Ai) an Officers’ Certificate setting forth: (1) a brief description of the reinvestment to be made, (2) the dollar amount of the expenditures to be made, or costs incurred by such Grantor Credit Party in connection with such reinvestment and (3) each request for payment shall be made on at least ten one (101) days’ Business Day’s prior notice to the Collateral Administrative Agent and such request shall state that the properties or assets acquired in connection with such reinvestment have a fair market value at least equal to the amount of such net awards or net insurance proceeds or net cash proceeds, as the case may be, requested to be released from the Collateral Account and (Bii) all security agreements and mortgages Mortgages and other items required to by the provisions of subsection 7.9 to, among other things, subject such reinvestment properties or assets to the Lien of the this Agreement Security Documents in favor of the Collateral Administrative Agent, for its benefit and for the benefit of the other Secured Parties.

Proceeds of Destruction, Taking and Collateral Dispositions. (a) So long as no Event of Default shall have occurred and be continuing, and to the extent the applicable Grantor is permitted by the Loan Documents to reinvest any Net Proceeds as contemplated herein, in the event there shall be any Net Proceeds in respect of any Taking or Destruction of Collateral or Net Proceeds from any sale or disposition of Collateral, the applicable Grantor shall have the right, at such Grantor’s option, to apply such Net Proceeds within two hundred seventy (270) days after the receipt of such Net Proceeds (or, in the case of such disposition, to apply such Net Proceeds within two hundred seventy (270) days from the date of such disposition) to reinvest in new or existing properties or assets having a fair market value at least equal to the amount of such net insurance proceeds or net awards or net cash proceeds, as the case may be, in accordance with the applicable provisions of this Agreement. In the event such Grantor elects to reinvest such Net Proceeds, such Grantor shall deliver to the Collateral Agent (A) a written notice of such election and (B) an Officers’ Certificate stating that (1) the applicable Net Proceeds shall be utilized to reinvest in Collateral in the manner and to the extent contemplated by the applicable provisions of the Loan Documents, and (2) no Event of Default has occurred and is continuing (the items described in clauses (A) and (B) of this sentence, collectively, the “Investment Election Notice”). In the event such Net Proceeds shall be in an amount less than (i) $500,000 or (ii) when taken together with all other awards or proceeds in any fiscal year, less than $1,000,000, upon receipt of an Investment Election Notice, the Collateral Agent shall release such Net Proceeds to such Grantor in accordance with the provisions of subsection 6.01(b) hereof. (b) In the event there shall be any Net Proceeds, with respect to Collateral, in an amount equal to or greater than (i) $500,000 or (ii) when taken together with all other awards or proceeds in any fiscal year, greater than $1,000,000, the Collateral Agent shall not release any part of such Net Proceeds until the applicable Grantor has furnished to the Collateral Agent (A) an Officers’ Certificate setting forth: (1) a brief description of the reinvestment to be made, (2) the dollar amount of the expenditures to be made, or costs incurred by such Grantor in connection with such reinvestment and (3) each request for payment shall be made on at least ten (10) days’ prior notice to the Collateral Agent and such request shall state that the properties or assets acquired in connection with such reinvestment have a fair market value at least equal to the amount of such net awards or net insurance proceeds or net cash proceeds, as the case may be, requested to be released from the Collateral Account and (B) all security agreements and mortgages and other items required to subject such reinvestment properties or assets to the Lien Liens of the this Agreement in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties.