Common use of Casualty Insurance/Condemnation Proceeds Clause in Contracts

Casualty Insurance/Condemnation Proceeds. Within ten Business ---------------------------------------- Days of receipt by Company or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds, (a) so long as no Event of Default shall have occurred and be continuing, and so long as the aggregate amount of Net Insurance/Condemnation Proceeds received in any Fiscal Year does not exceed an amount equal to 2% of the consolidated total assets of Holdings and its Subsidiaries, Company may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of such Net Insurance/Condemnation Proceeds (the "PROPOSED INSURANCE REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to use (or enter into a contract to use) within 365 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or to reinvest in assets used in the ordinary course of the business and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Proposed Insurance Reinvestment Proceeds were received, or to reinvest in assets used in the ordinary course of business of Company or, to the extent the aggregate amount of Net Insurance/Condemnation Proceeds received in any Fiscal Year exceeds an amount equal to 2% of the consolidated assets of Holdings and its Subsidiaries and are not so applied, to prepay the Loans as provided in subsection 2.4A(iii)(b), and (b) if an Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Insurance/Condemnation Proceeds to prepay the Loans as provided in subsection 2.4A(iii)(b).

Casualty Insurance/Condemnation Proceeds. Within ten Business ---------------------------------------- Days of Upon receipt by Company or any of its Restricted Subsidiaries of any Net Insurance/Condemnation ProceedsProceeds other than from business interruption insurance, (a) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, and so long as the aggregate amount of Net Insurance/Condemnation Proceeds received in any Fiscal Year does not exceed an amount equal to 2% of the consolidated total assets of Holdings and its Subsidiaries, Company may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion the amount of such the Net Insurance/Condemnation Proceeds (the "PROPOSED INSURANCE REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to use (or enter into a contract to use) such Net Insurance Condemnation Proceeds within 365 270 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or to reinvest in assets used in the ordinary course of the business and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such equipment or other information with respect to such proposed use as Administrative Agent may reasonably request, Telecommunications Assets and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Proposed Insurance Reinvestment Net Insurance/Condemnation Proceeds were received, received or to reinvest all or a portion thereof in assets used in the ordinary course of business of Company equipment or other Telecommunications Assets or, to the extent the aggregate amount of Net Insurance/Condemnation Proceeds received in any Fiscal Year exceeds an amount equal to 2% of the consolidated assets of Holdings and its Subsidiaries and are not so appliedapplied or reinvested, to prepay the Loans (and/or the Commitments shall be reduced) as provided in subsection 2.4A(iii)(b2.4B(iii)(b), and (b) if an Event of Default or Potential Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Commitments shall be reduced) as provided in subsection 2.4A(iii)(b2.4B(iii)(b).

Casualty Insurance/Condemnation Proceeds. Within ten Business ---------------------------------------- Days of Upon receipt by Company ---------------------------------------- or any of its Restricted Subsidiaries of any Net Insurance/Condemnation Proceedsinsurance proceeds other than from business interruption insurance, (a) so long as no Event of Default shall have occurred and be continuing, Company shall, or shall cause one or more of its Restricted Subsidiaries to, promptly and so long as the aggregate amount of Net Insurance/Condemnation Proceeds received in any Fiscal Year does not exceed an amount equal to 2% of the consolidated total assets of Holdings and its Subsidiaries, Company may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of diligently apply such Net Insurance/Condemnation Asset Sale Proceeds (the "PROPOSED INSURANCE REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to use (or enter into a contract to use) within 365 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Asset Sale Proceeds were received or to reinvest in assets used in the ordinary course of the business and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Proposed Insurance Reinvestment Proceeds were received, or to reinvest in assets used in the ordinary course of business of Company or, to the extent not so applied or in the aggregate amount process of Net Insurance/Condemnation Proceeds received in any Fiscal Year exceeds an amount equal to 2% of the consolidated assets of Holdings and its Subsidiaries and are not being so applied, to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4A(iii)(b2.4B(iii)(a); provided -------- that if the aggregate amount of Net Asset Sale Proceeds received by Company or any of its Restricted Subsidiaries in respect of any covered loss exceeds $10,000,000, Company shall deliver such Net Asset Sale Proceeds to Administrative Agent to be held and disbursed by Administrative Agent in accordance with clause (b)(2) of subsection 6.4(C)(iii), and (b) if an Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Insurance/Condemnation Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4A(iii)(b2.4B(iii)(a). In the event that after receipt of any such insurance proceeds an Event of Default occurs, then so long as such Event of Default is continuing, Company shall cease using such Net Asset Sale Proceeds to pay or reimburse the costs of repairing, restoring or replacing any such assets and, in the event that such Event of Default is not cured or waived within 15 days after the occurrence thereof, Company shall apply an amount equal to such unexpended Net Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a).

Casualty Insurance/Condemnation Proceeds. Within ten Business ---------------------------------------- Days of receipt by Company or any of its Subsidiaries of any Net Insurance/Condemnation ProceedsProceeds other than from business interruption insurance, (a) so 107 long as no Event of Default shall have occurred and be continuing, continuing and so long as the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds received in any Fiscal Year from the Original Closing Date to the date of determination does not exceed an amount equal to 2% of the consolidated total assets of Holdings and its Subsidiaries$25,000,000, Company may deliver to Administrative Agent an Officers' ’ Certificate setting forth (1) that portion of such Net Insurance/Condemnation Proceeds (the "PROPOSED INSURANCE REINVESTMENT PROCEEDS"“Proposed Insurance Reinvestment Proceeds”) that Company or such Subsidiary intends to use (or enter into a contract to use) within 365 270 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or to reinvest in assets used in the ordinary course of the business Eligible Assets and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Proposed Insurance Reinvestment Proceeds were received, received or to reinvest reinvestment in assets used in the ordinary course of business of Company Eligible Assets or, to the extent the aggregate amount of Net Asset Proceeds and Net Insurance/Condemnation Proceeds received in any Fiscal Year exceeds an amount equal from the Original Closing Date to 2% the date of the consolidated assets of Holdings and its Subsidiaries determination exceed $5,000,000 and are not so applied, to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A(iii)(b2.4B(iii)(b), and (b) if an Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Insurance/Insurance/ Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A(iii)(b2.4B(iii)(b).

Casualty Insurance/Condemnation Proceeds. Within ten Business ---------------------------------------- Days of Upon receipt by Company or any of its Restricted Subsidiaries of any Net Insurance/Condemnation Proceedsinsurance proceeds other than from business interruption insurance, (a) so long as no Event of Default shall have occurred and be continuing, Company shall, or shall cause one or more of its Restricted Subsidiaries to, promptly and so long as the aggregate amount of Net Insurance/Condemnation Proceeds received in any Fiscal Year does not exceed an amount equal to 2% of the consolidated total assets of Holdings and its Subsidiaries, Company may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of diligently apply such Net Insurance/Condemnation Asset Sale Proceeds (the "PROPOSED INSURANCE REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to use (or enter into a contract to use) within 365 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Asset Sale Proceeds were received or to reinvest in assets used in the ordinary course of the business and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Proposed Insurance Reinvestment Proceeds were received, or to reinvest in assets used in the ordinary course of business of Company or, to the extent not so applied or in the aggregate amount process of Net Insurance/Condemnation Proceeds received in any Fiscal Year exceeds an amount equal to 2% of the consolidated assets of Holdings and its Subsidiaries and are not being so applied, to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4A(iii)(b2.4B(iii)(a); provided that if the aggregate amount of Net Asset Sale Proceeds received by Company or any of its Restricted Subsidiaries in respect of any covered loss exceeds $10,000,000, Company shall deliver such Net Asset Sale Proceeds to Administrative Agent to be held and disbursed by Administrative Agent in accordance with clause (b)(2) of subsection 6.4(C)(iii), and (b) if an Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Insurance/Condemnation Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4A(iii)(b2.4B(iii)(a). In the event that after receipt of any such insurance proceeds an Event of Default occurs, then so long as such Event of Default is continuing, Company shall cease using such Net Asset Sale Proceeds to pay or reimburse the costs of repairing, restoring or replacing any such assets and, in the event that such Event of Default is not cured or waived within 15 days after the occurrence thereof, Company shall apply an amount equal to such unexpended Net Asset Sale Proceeds to prepay the Loans (and/or the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(a).

Casualty Insurance/Condemnation Proceeds. Within ten five Business ---------------------------------------- Days of receipt by Company Holdings or any of its Subsidiaries of any Net Insurance/Condemnation ProceedsProceeds other than from business interruption insurance, (a) so long as no Event of Default shall have occurred and be continuing, continuing and so long as the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds received in any Fiscal Year from the Closing Date to the date of determination does not exceed an amount equal to 2% of the consolidated total assets of $30,000,000, Holdings and its Subsidiaries, Company may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of such Net Insurance/Condemnation Proceeds (the "PROPOSED INSURANCE REINVESTMENT PROCEEDSProposed Insurance Reinvestment Proceeds") that Company or such Subsidiary any of its Subsidiaries intends to use (or enter into a contract to use) within 365 360 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or to reinvest in assets used in the ordinary course of the business Eligible Assets and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Proposed Insurance Reinvestment Proceeds were received, received or to reinvest reinvestment in assets used in Eligible Assets, provided that -------- if such Proposed Insurance Reinvestment Proceeds are not so applied within 360 days after the ordinary course date of business of Company orreceipt thereof, then to the extent the aggregate amount sum of the Net Asset Sale Proceeds plus Net Insurance/Condemnation Proceeds ---- received in any Fiscal Year during the Net Asset Sale/Net Insurance Proceeds Period not reinvested pursuant to subsection 2.4B(iii)(a) or this subsection 6.4C(ii), as applicable, equals or exceeds an amount equal to 2% of the consolidated assets of Holdings and its Subsidiaries and are not so applied$7,500,000, such Proposed Insurance Reinvestment Proceeds shall be applied to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A(iii)(b2.4B(iii)(b), and (b) if an Event of Default shall have occurred and be continuing, Company Borrowers shall apply an amount equal to such Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A(iii)(b2.4B(iii)(b).

Casualty Insurance/Condemnation Proceeds. Within ten five Business ---------------------------------------- Days of receipt by Company Holdings or any of its Subsidiaries of any Net Insurance/Condemnation ProceedsProceeds other than from business interruption insurance, (a) so long as no Event of Default shall have occurred and be continuing, continuing and so long as the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds received in any Fiscal Year from the Restatement Effective Date to the date of determination does not exceed an amount equal to 2% of the consolidated total assets of $75,000,000, Holdings and its Subsidiaries, Company may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of such Net Insurance/Condemnation Proceeds (the "PROPOSED INSURANCE REINVESTMENT PROCEEDSProposed Insurance Reinvestment Proceeds") that Company Borrower or such Subsidiary any of its Subsidiaries intends to use (or enter into a contract to use) within 365 360 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or to reinvest in assets used in the ordinary course of the business Eligible Assets and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Company Borrower shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Proposed Insurance Reinvestment Proceeds were received, received or to reinvest reinvestment in assets used in Eligible Assets, provided that if such Proposed Insurance Reinvestment Proceeds are not so applied within 360 days after the ordinary course date of business of Company orreceipt thereof, then to the extent the aggregate amount sum of the Net Asset Sale Proceeds plus Net Insurance/Condemnation Proceeds received in any Fiscal Year during the Net Asset Sale/Net Insurance Proceeds Period not reinvested pursuant to subsection 2.4B(iii)(a) or this subsection 6.4C(ii), as applicable, equals or exceeds an amount equal to 2% of the consolidated assets of Holdings and its Subsidiaries and are not so applied$7,500,000, such Proposed Insurance Reinvestment Proceeds shall be applied to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A(iii)(b2.4B(iii)(b), and (b) if an Event of Default shall have occurred and be continuing, Company Borrower shall apply an amount equal to such Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A(iii)(b2.4B(iii)(b).

Casualty Insurance/Condemnation Proceeds. Within ten Business ---------------------------------------- Days of ---------------------------------------- receipt by Company or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds, (a) so long as no Event of Default shall have occurred and be continuing, and so long as the aggregate amount of Net Insurance/Condemnation Proceeds received in any Fiscal Year does not exceed an amount equal to 2% of the consolidated total assets of Holdings and its Subsidiaries, Company may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of such Net Insurance/Condemnation Proceeds (the "PROPOSED INSURANCE REINVESTMENT PROCEEDSProposed Insurance Reinvestment Proceeds") that Company or such Subsidiary intends to use (or enter into a contract to use) within 365 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or to reinvest in assets used in the ordinary course of the business and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Proposed Insurance Reinvestment Proceeds were received, or to reinvest in assets used in the ordinary course of business of Company or, to the extent the aggregate amount of Net Insurance/Condemnation Proceeds received in any Fiscal Year exceeds an amount equal to 2% of the consolidated assets of Holdings and its Subsidiaries and are not so applied, to prepay the Loans as provided in subsection 2.4A(iii)(b2.4B(iii)(b), and (b) if an Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Insurance/Condemnation Proceeds to prepay the Loans as provided in subsection 2.4A(iii)(b2.4B(iii)(b).

Casualty Insurance/Condemnation Proceeds. Within ten five Business ---------------------------------------- Days of receipt by Company Holdings or any of its Subsidiaries of any Net Insurance/Condemnation ProceedsProceeds other than from business interruption insurance, (a) so long as no Event of Default shall have occurred and be continuing, continuing and so long as the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds received in any Fiscal Year from the Closing Date to the date of determination does not exceed an amount equal to 2% of the consolidated total assets of $75,000,000, Holdings and its Subsidiaries, Company may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of such Net Insurance/Condemnation Proceeds (the "PROPOSED INSURANCE REINVESTMENT PROCEEDSProposed Insurance Reinvestment Proceeds") that Company or such Subsidiary any of its Subsidiaries intends to use (or enter into a contract to use) within 365 360 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or to reinvest in assets used in the ordinary course of the business Eligible Assets and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Proposed Insurance Reinvestment Proceeds were received, received or to reinvest reinvestment in assets used in Eligible Assets, provided that if such Proposed Insurance Reinvestment Proceeds are not so applied within 360 days after the ordinary course date of business of Company orreceipt thereof, then to the extent the aggregate amount sum of the Net Asset Sale Proceeds plus Net Insurance/Condemnation Proceeds received in any Fiscal Year during the Net Asset Sale/Net Insurance Proceeds Period not reinvested pursuant to subsection 2.4B(iii)(a) or this subsection 6.4C(ii), as applicable, equals or exceeds an amount equal to 2% of the consolidated assets of Holdings and its Subsidiaries and are not so applied$7,500,000, such Proposed Insurance Reinvestment Proceeds shall be applied to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A(iii)(b2.4B(iii)(b), and (b) if an Event of Default shall have occurred and be continuing, Company Borrowers shall apply an amount equal to such Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A(iii)(b2.4B(iii)(b).

Casualty Insurance/Condemnation Proceeds. Within ten Business ---------------------------------------- Days of receipt by Company or any of its Subsidiaries of any Net Insurance/Condemnation ProceedsProceeds other than from business interruption insurance, (a) so long as no Event of Default shall have occurred and be continuing, continuing and so long as the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds received in any Fiscal Year from the Closing Date to the date of determination does not exceed an amount equal to 2% of the consolidated total assets of Holdings and its Subsidiaries$25,000,000, Company may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of 113 such Net Insurance/Condemnation Proceeds (the "PROPOSED INSURANCE REINVESTMENT PROCEEDSProposed Insurance Reinvestment Proceeds") that Company or such Subsidiary intends to use (or enter into a contract to use) within 365 270 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or to reinvest in assets used in the ordinary course of the business Eligible Assets and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Proposed Insurance Reinvestment Proceeds were received, received or to reinvest reinvestment in assets used in the ordinary course of business of Company Eligible Assets or, to the extent the aggregate amount of Net Asset Proceeds and Net Insurance/Condemnation Proceeds received in any Fiscal Year exceeds an amount equal from the Closing Date to 2% the date of the consolidated assets of Holdings and its Subsidiaries determination exceed $5,000,000 and are not so applied, to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A(iii)(b2.4B(iii)(b), and (b) if an Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Insurance/Insurance/ Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A(iii)(b2.4B(iii)(b).

Casualty Insurance/Condemnation Proceeds. Within ten Business ---------------------------------------- Days of Upon receipt by Company the Borrower or any of its Subsidiaries of any Net Insurance/Condemnation ProceedsProceeds other than from business interruption insurance, (aA) so long as no Event of Default or Default shall have occurred and be continuing, and so long as the aggregate amount of Net Insurance/Condemnation Proceeds received in any Fiscal Year does not exceed Borrower shall apply an amount equal to 2% of the consolidated total assets of Holdings and its Subsidiaries, Company may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of such Net Insurance/Condemnation Proceeds first, to prepay the Revolving Loans (without a corresponding reduction in the "PROPOSED INSURANCE REINVESTMENT PROCEEDS"Revolving Loan Commitments) that Company to the full extent thereof and second, to deposit the remaining proceeds in the Collateral Account to be disbursed by the Administrative Agent to the Borrower to repair, restore or such Subsidiary intends to use (or enter into a contract to use) within 365 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing replace the assets in respect of which such Net Insurance/Condemnation Proceeds were received or for such other purposes permitted by the terms of this Agreement and acceptable to reinvest the Administrative Agent, in assets used each case in accordance with the ordinary course terms of the business Security and (2) Pledge Agreement; provided, however that if at any time the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably requestdetermines that such repair, and Company shall, restoration or shall cause one or more of its Subsidiaries to, promptly and diligently apply such Proposed Insurance Reinvestment Proceeds to pay or reimburse replacement cannot be completed with the costs of repairing, restoring or replacing the assets in respect of which such Proposed Insurance Reinvestment Proceeds were received, or to reinvest in assets used in the ordinary course of business of Company or, to the extent the aggregate amount of Net Insurance/Condemnation Proceeds received then held by the Administrative Agent for such purpose, together with funds otherwise available to the Borrower for such purpose, or that such repair, restoration or replacement cannot be completed within one hundred eighty (180) days after the receipt of such Net Insurance/Condemnation Proceeds, and if any such amounts remain on deposit in any Fiscal Year exceeds an amount equal to 2% of the consolidated assets of Holdings Collateral Account after such one hundred eighty (180) day period, then the Administrative Agent shall, and its Subsidiaries and are not so appliedthe Borrower hereby authorizes the Administrative Agent to, apply such Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A(iii)(bSection 2.3(b), and (bB) if an Event of Default or Default shall have occurred and be continuing, Company the Borrower shall apply an amount equal to such Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4A(iii)(bSection 2.3(b).

Casualty Insurance/Condemnation Proceeds. Within ten Business ---------------------------------------- Days of receipt by Company or any of its Subsidiaries of any Net Insurance/Condemnation ProceedsProceeds other than from business interruption insurance, (a) so long as no Event of Default shall have occurred and be continuing, continuing and so long as the aggregate amount of Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds received in any Fiscal Year from the Closing Date to the date of determination does not exceed an amount equal to 2% of the consolidated total assets of Holdings and its Subsidiaries$25,000,000, Company may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of such Net Insurance/Condemnation Proceeds (the "PROPOSED INSURANCE REINVESTMENT PROCEEDSProposed Insurance Reinvestment Proceeds") that Company or such Subsidiary intends to use (or enter into a contract to use) within 365 270 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or to reinvest in assets used in the ordinary course of the business Eligible Assets and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Proposed Insurance Reinvestment Proceeds were received, received or to reinvest reinvestment in assets used in the ordinary course of business of Company Eligible Assets or, to the extent the aggregate amount of Net Asset Proceeds and Net Insurance/Condemnation Proceeds received in any Fiscal Year exceeds an amount equal from the Closing Date to 2% the date of the consolidated assets of Holdings and its Subsidiaries determination exceed $5,000,000 and are not so applied, to prepay the Loans as provided in subsection 2.4A(iii)(b2.4B(ii)(b), and (b) if an Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Insurance/Insurance/ Condemnation Proceeds to prepay the Loans as provided in subsection 2.4A(iii)(b2.4B(ii)(b).

Casualty Insurance/Condemnation Proceeds. Within ten Business ---------------------------------------- Days of receipt by Company or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds, (a) so long as no Event of Default shall have occurred and be continuing, and so long as the aggregate amount of Net Insurance/Condemnation Proceeds received in any Fiscal Year does not exceed an amount equal to 2% of the consolidated total assets of Holdings and its Subsidiaries, Company may deliver to Administrative Agent an Officers' Certificate setting forth (1) that portion of such Net Insurance/Condemnation Proceeds (the "PROPOSED INSURANCE REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to use (or enter into a contract to use) within 365 days of such date of receipt to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or to reinvest in assets used in the ordinary course of the business and (2) the proposed use of the Proposed Insurance Reinvestment Proceeds and such other information with respect to such proposed use as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such Proposed Insurance Reinvestment Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Proposed Insurance Reinvestment Proceeds were received, or to reinvest in assets used in the ordinary course of business of Company or, to the extent the aggregate amount of Net Insurance/Condemnation Proceeds received in any Fiscal Year exceeds an amount equal to 2% of the consolidated assets of Holdings and its Subsidiaries and are not so applied, to prepay the Loans as provided in subsection 2.4A(iii)(b), and (b) if an Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Insurance/Condemnation Proceeds to prepay the Loans as provided in subsection 2.4A(iii)(b).