Common use of Insurance and Condemnation Proceeds Clause in Contracts

Insurance and Condemnation Proceeds. (a) Subject to Landlord's rights under this Paragraph 4, and so long as no Event of Default shall have occurred and be continuing, Tenant shall be entitled to use all casualty insurance and condemnation proceeds payable with respect to the Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereof. Except as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s), all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder of such proceeds (the "Remaining Proceeds"), shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net of the deductions described in clause (i) above) as Qualified Payments.

Insurance and Condemnation Proceeds. The Borrower directs (aand, if applicable, shall cause its Subsidiaries to direct) Subject to Landlord's rights all insurers under this Paragraph 4policies of property damage, boiler and so long as no Event of Default shall have occurred machinery and be continuing, Tenant shall be entitled to use all casualty business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Leased Property during Collateral directly to the Term for the restoration and repair of the Leased Property or any remaining portion thereof. Except as provided Lender; PROVIDED, HOWEVER, in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s), all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, event that such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. or award are less than $250,000 (ii) Second, the remainder of such proceeds (the "Remaining ProceedsEXCLUDED PROCEEDS"), shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if unless an Event of Default shall have occurred and be continuing, then Landlord the Lender shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be entitled to receive in form and collect insurance or condemnation proceeds payable with respect substance reasonably acceptable to the Leased PropertyLender. The Lender shall, and either, at the discretion upon receipt of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the deductions described Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in clause an amount equal to such application (ithe "DECISION RESERVE") aboveor hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 5.2(G) or as Qualified Paymentsthe Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). Proceeds held as cash collateral pursuant to this SECTION 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in ARTICLE III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to SECTION 2.2(B).

Insurance and Condemnation Proceeds. The Borrower directs (aand, if applicable, shall cause each applicable Subsidiary to direct) Subject all insurers under policies of property damage, boiler and machinery and business interruption insurance (if any) and payors of any condemnation claim or award relating to Landlord's rights the property to pay all proceeds payable under this Paragraph 4such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Administrative Agent, for the benefit of the Administrative Agent and so long as no Event the Holders of the Secured Obligations; provided, however, in the event that such proceeds or awards are less than $1,000,000 ("Excluded Proceeds"), unless a Default shall have occurred and be continuing, Tenant the Administrative Agent shall remit such Excluded Proceeds to the Borrower (for distribution as appropriate). Each such policy shall contain a long-form loss-payable endorsement naming the Administrative Agent as loss payee, which endorsement shall be entitled to use all casualty insurance in form and condemnation proceeds payable with respect substance reasonably acceptable to the Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereofAdministrative Agent. Except as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s)The Administrative Agent shall, all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Loans outstanding at the time of such receipt and create a corresponding reserve against the Revolving Credit Availability in an amount equal to such application (the "Remaining ProceedsDecision Reserve") or hold them as cash collateral for the Obligations in an interest bearing account. For up to ninety (90) days from the date of any loss (the "Decision Period"), the Borrower may notify the Administrative Agent that the Borrower or the applicable Subsidiary intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Administrative Agent detailed information, including a construction schedule and cost estimates. Should a Default occur at any time during the Decision Period, should the Borrower notify the Administrative Agent that the Borrower or the applicable Subsidiary has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Administrative Agent of the Borrower's or the applicable Subsidiary's decision during the Decision Period, then the amounts held as cash collateral pursuant to this Section 7.2(P) or as the Decision Reserve shall upon the Required Lenders' direction be applied as a Designated Prepayment pursuant to Section 2.5(B). Proceeds held as cash collateral pursuant to this Section 7.2(P) or constituting the Decision Reserve shall be held by Landlord disbursed in accordance with the Borrower's directions promptly after receipt of such directions as Escrowed Proceeds and applied to reimburse Tenant payments for the actual cost of the repairrestoration, restoration rebuilding or replacement of such property as such amounts become due; provided, however, should a Default occur after the Leased PropertyBorrower has notified the Administrative Agent that the Borrower or the applicable Subsidiary intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral may, or shall, upon the Required Lenders' direction, be applied as a Designated Prepayment pursuant to Section 2.5(B). HoweverIn the event the Decision Reserve is to be applied as a mandatory prepayment of the Term Loans, the Borrower shall be deemed to have requested Revolving Loans in an amount equal to the Decision Reserve, and such Loans shall be made regardless of any Remaining Proceeds not needed for failure of the Borrower to meet the conditions precedent set forth in Article V. Upon completion of the restoration, rebuilding or replacement of such purpose property, the unused proceeds shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled a Designated Prepayment pursuant to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net of the deductions described in clause (i) above) as Qualified PaymentsSection 2.5(B).

Insurance and Condemnation Proceeds. (a) Subject Should a loss occur under any policy of insurance required hereunder, or should all or any portion of the Property be taken or damaged by reason of any public improvement or condemnation proceeding, subject to Landlord's rights under this Paragraph 4the provisions hereof, and so long as no Event of Default shall have occurred and be continuing, Tenant Beneficiary shall be entitled to use all casualty insurance proceeds, compensation, awards, and condemnation proceeds payable with respect other payments or relief therefor (all hereinafter referred to as “proceeds”) and is hereby assigned. Whether or not the Leased Property during the Term security for the restoration loan secured by this Deed of Trust has been impaired, Beneficiary and repair of the Leased Property or any remaining portion thereof. Except as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s), all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder of such proceeds (the "Remaining Proceeds"), shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord Grantor shall be entitled to receive and collect participate in any action or proceedings in connection with such loss, taking or damage. In the event of such insurance loss or that only a portion of the Property is taken or damaged by reason of any public improvement or condemnation proceeds payable with respect proceeding, and the damage to the Leased Property, and eitherin the judgment of Lender, at the discretion Property can be economically restored, Beneficiary, after deducting from said proceeds received all its expenses, including reasonable attorneys’ fees actually incurred, shall release to Grantor, as restoration progresses, so much of Landlordsaid amount as equals the costs of restoration effected by Grantor, subject to certain conditions, including the requirement that Beneficiary escrow with Lender any anticipated cost of such restoration over the insurance proceeds, including the right of Beneficiary to withhold up to ten percent (A10%) hold of said amount until completion and the provision of a final lien waiver from Grantor’s general contractor. Any amount required to complete such restoration in excess of such proceeds as Escrowed Proceeds until shall either be paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring by Grantor or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply deposited into escrow with Lender before such proceeds (net are used. Grantor agrees to execute such further assignments of the deductions described in clause (i) above) any such proceeds and rights of action as Qualified PaymentsBeneficiary or Trustee may require.

Insurance and Condemnation Proceeds. (a) Subject With respect to Landlord's rights under any casualty or condemnation affecting a Core Property after the date of this Paragraph 4, Agreement and so long as no Event of Default shall have occurred and be continuing, Tenant shall be entitled to use all casualty insurance and condemnation proceeds payable with respect to the Leased casualty affecting Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereof. Except as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s#260 (Port Charlotte, FL), which casualty occurred prior to the date of this Agreement, Purchaser shall control negotiations regarding the settlement of any such claim for insurance and condemnation proceeds. Purchaser shall not settle or compromise any claims related to the damage, destruction or condemnation under the relevant insurance policies or against a Governmental Entity effecting the condemnation without Seller’s consent, which consent will not be unreasonably withheld, delayed or conditioned. Purchaser will provide to Seller copies of any material correspondence relating to any such claims and will advise Seller of all material developments concerning such claims. Purchaser shall receive a credit against the Estimated Purchase Price through an adjustment to the Target Amount equal to the sum of (a) (i) all insurance and condemnation proceeds received by Seller between the date hereof and the Closing less (ii) any amount reasonably expended by any Core Subsidiary to Restore any Property to which such proceeds relate, plus (b) with respect to any casualty, if such Core Property has not been fully Restored prior to the Leased Closing Date, the product of (x) the direct or indirect percentage interest of Seller in such Property multiplied by (including proceeds payable under any insurance policy covering y) the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: difference between (i) Firstthe amount required to be expended to Restore such Property and (ii) any insurance proceeds paid or payable in connection with such casualty. To the extent applicable, Seller will give the applicable Core Subsidiary an assignment of Seller’s right to receive insurance or condemnation proceeds if any portion of the insurance or condemnation proceeds are not collected before the Closing. To the extent that Seller cannot assign its right to receive insurance or condemnation proceeds to the applicable Subsidiary, Seller shall forward such proceeds shall to such Subsidiary promptly following receipt thereof. Seller will cooperate with Purchaser to effect the assignment of the right to receive insurance or condemnation proceeds to Purchaser and will execute and deliver all such instruments as are reasonably necessary to complete that assignment. This obligation will survive the Closing. The proceeds of any rent interruption insurance paid in respect of any casualty will be used to reimburse Landlord for any costs apportioned between Seller and expenses, including Attorneys' Fees, incurred Purchaser as if the same were rent. Any disputes arising in connection with the collection determination of the remaining cost to Restore any Property shall be resolved by binding arbitration following the Closing in accordance with Section 11.15, and at the Closing Purchaser shall receive a credit based upon the remaining cost to Restore such Property as estimated by Seller. Upon the final resolution of such proceeds. (ii) Secondarbitration, the remainder of such proceeds (the "Remaining Proceeds"), appropriate party shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect pay to the Leased Property, and either, other party the difference between the credit given at the discretion of Landlord, (A) hold such proceeds Closing and the credit that should have been given as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net of the deductions described in clause (i) above) as Qualified Paymentsso determined.

Insurance and Condemnation Proceeds. The Borrower directs (aand, if applicable, shall cause its Subsidiaries to direct) Subject to Landlord's rights all insurers under this Paragraph 4policies of property damage, boiler and so long as no Event of Default shall have occurred machinery and be continuing, Tenant shall be entitled to use all casualty business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Leased Property during the Term Collateral directly to Agent (for the restoration and repair benefit of the Leased Property or any remaining portion thereof. Except as provided Lenders); provided, however, in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(sevent that such proceeds or award are less than $250,000.00 (“Excluded Proceeds”), all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder of such proceeds (the "Remaining Proceeds"), shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if unless an Event of Default shall have occurred and be continuing, then Landlord Agent shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming Agent (for the benefit of the Lenders) as loss payee, which endorsement shall be entitled in form and substance acceptable to receive and collect insurance or condemnation proceeds payable with respect to the Leased PropertyAgent. Agent shall, and either, at the discretion upon receipt of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net other than Excluded Proceeds) and at the Borrower’s direction, either apply the same to the principal amount of the deductions described Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in clause an amount equal to such application (ithe “Decision Reserve”) aboveor hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the “Decision Period”), the Borrower may notify Agent that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide Agent detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify Agent that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify Agent of the Borrower’s decision during the Decision Period, then the amounts held as cash collateral pursuant to this Section 5.2(G) or as Qualified Paymentsthe Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to Section 2.2(B). Proceeds held as cash collateral pursuant to this Section 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; provided, however, should an Event of Default occur after the Borrower has notified Agent that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to Section 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in Article III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to Section 2.2(B).

Insurance and Condemnation Proceeds. The Company hereby directs (aand, if applicable, shall cause its Subsidiaries to direct) Subject all insurers under policies of property damage insurance and any payor of any condemnation claim or award relating to Landlord's rights any property of the Company or any Subsidiary thereof to pay all proceeds payable under such policies or with respect to such claim or award for any loss directly to the Administrative Agent, except to the extent such proceeds, claims or awards are required to be paid to alternate loss payees pursuant to the terms of any purchase money Indebtedness or any capital or operating lease permitted under this Paragraph 4Agreement, and so long as no Event of Default shall have occurred and be continuing, Tenant shall be entitled to use all casualty insurance and condemnation proceeds payable in each case solely with respect to the Leased property covered by such Indebtedness or lease; and in no case to the Company or any Subsidiary thereof. The Administrative Agent shall, within one Business Day of receipt of such proceeds, notify the Senior Administrative Agent of its receipt thereof and remit all of such proceeds to the Senior Administrative Agent. The Senior Administrative Agent shall, upon receipt of such proceeds and at the Company’s direction, either (a) apply the same to the principal amount of the Revolving Loans outstanding at the time of such receipt and create a corresponding reserve against Revolving Loan Availability in an amount equal to such application (the “Decision Reserve”) or (b) hold such proceeds (or cause the Administrative Agent to hold such proceeds) as Cash Collateral for the Obligations; provided, however, claims and awards not in excess of $250,000 per occurrence (or series of related occurrences) shall be remitted to the Company within a reasonable time following the Senior Administrative Agent’s receipt thereof. For up to 90 days after the date of any loss (the “Decision Period”), the Company may notify the Senior Administrative Agent that it intends to restore, rebuild or replace the property subject to the receipt of any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Senior Administrative Agent detailed information, including a construction schedule and cost estimates. Should the Company notify the Senior Administrative Agent that it has decided not to rebuild or replace such property during the Decision Period, or should the Company fail to notify the Senior Administrative Agent of the Company’s decision during the Decision Period, then the amounts held as Cash Collateral or as the Decision Reserve shall automatically be applied to the Revolving Loans, with a corresponding permanent reduction of the Revolving Loan Commitments, at the election of the Senior Administrative Agent. In the event the Company notifies the Senior Administrative Agent that it intends to rebuild or replace such Property during the Term for Decision Period, proceeds held as Cash Collateral or constituting the restoration and repair of the Leased Property or any remaining portion thereof. Except as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s), all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) Decision Reserve shall be paid to Landlord and applied disbursed as follows: (i) Firstnecessary; provided, such proceeds shall be used to reimburse Landlord for any costs and expenseshowever, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder of such proceeds (the "Remaining Proceeds"), shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if should an Event of Default shall have occurred and be continuing, then Landlord shall be entitled occur after the Company has notified the Senior Administrative Agent that it intends to receive and collect insurance rebuild or condemnation proceeds payable with respect to the Leased replace such Property, and eitherthe Decision Reserve or Cash Collateral, may at the Senior Administrative Agent’s discretion, or shall, upon the direction of Required Lenders, be applied as a mandatory prepayment of the Revolving Loans, with a corresponding permanent reduction of the Revolving Loan Commitments, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net election of the deductions described in clause (i) above) as Qualified PaymentsSenior Administrative Agent.

Insurance and Condemnation Proceeds. The Borrowers or the Parent, as applicable, having directed, or having caused Subsidiaries of the Parent whose property or 103 interests in property comprise part of the Collateral, if applicable, to direct all insurers under policies of Property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the Property to pay all proceeds payable under such policies or with respect to such claim or award directly to the Agent, for the benefit of the Holders, the Borrowers and Parent hereby agree that, in no case shall such proceeds be payable to any Borrower(s) AND the Agent or to any Guarantor AND the Agent. The Agent shall, upon receipt of such proceeds, apply all of the proceeds so received in repayment of the Obligations in the manner set forth in SECTION 4.01(B)(VII)(B). Notwithstanding the foregoing, in the event proceeds of insurance or condemnation claims or awards received by the Agent under property damage, boiler and machinery policies or business interruption insurance policies (ai) Subject to Landlord's rights under this Paragraph 4is less than $500,000, Agent shall, upon receipt of such proceeds and so long as PROVIDED THAT no Event of Default or Potential Event of Default shall have occurred and be continuingcontinue unwaived, Tenant shall be entitled remit the amount so received to use all casualty insurance and condemnation proceeds payable with respect to the Leased Property during the Term for the restoration and repair of the Leased Property a Borrower or any remaining portion thereof. Except a Guarantor, as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s), all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. applicable or (ii) Secondconstitutes Replacement Proceeds, the remainder Agent shall, upon receipt of such proceeds (the "Remaining Proceeds"), shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost PROVIDED THAT no Event of the repair, restoration Default or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Potential Event of Default shall have occurred and be continuingcontinue unwaived, then Landlord shall be entitled hold the amount so received as Cash Collateral for the Obligations, subject to receive and collect a Borrower's or a Guarantor's, as applicable, right to withdraw amounts from such Cash Collateral upon its request therefor to restore, rebuild or replace the Property subject to such insurance payment or condemnation proceeds payable with respect award. Notwithstanding the foregoing, in the case of an insurance payment or condemnation award in an amount greater than $1,000,000, if (i) the Agent receives notice from a Borrower that it or a Guarantor, as applicable, does not intend to restore, rebuild or replace the Leased Property, and either, at the discretion of LandlordProperty subject to such insurance payment or condemnation award, (Aii) hold such proceeds as Escrowed Proceeds until paid the applicable Borrower or Guarantor fails to Tenant as reimbursement for replace or commence the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacementrebuilding of such Property within six months after the Agent's receipt of the proceeds of such insurance payment or condemnation award, or (Biii) apply such proceeds (net upon completion of the deductions restoration, rebuilding or replacement of such Property, the unused proceeds from such insurance payment or condemnation award exceed $500,000, then (x) upon the occurrence of either of the events described in clause CLAUSES (iI) or (II) above, all such proceeds, and (y) as Qualified Paymentsupon the occurrence of either of the events described in CLAUSE (III) above, such excess, shall constitute Net Cash Proceeds of Sale received by a Borrower or a Guarantor and shall be applied to the Obligations pursuant to the terms of SECTION 4.01(B).

Insurance and Condemnation Proceeds. (a) Subject to Landlord's rights under this Paragraph 4, and so long as no Event of Default shall have occurred and be continuing, Tenant shall be entitled to use all casualty insurance and condemnation proceeds payable with respect to the Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereof. Except as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s8.(s), all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder of such proceeds (the "Remaining Proceeds"), shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net of the deductions described in clause (i) above) as Qualified Payments.

Insurance and Condemnation Proceeds. The Borrowers direct all ----------------------------------- insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Agent, for the benefit of the Agent and the Holders of the Secured Obligations; provided, however, in the event that such proceeds or award are -------- ------- less than $250,000 (a) Subject to Landlord's rights under this Paragraph 4"EXCLUDED PROCEEDS"), and so long as no Event of unless a Default shall have occurred and be continuing, Tenant the Agent shall remit such Excluded Proceeds to the Borrowers. Each such policy shall contain a long-form loss-payable endorsement naming the Agent as loss payee, which endorsement shall be entitled to use all casualty insurance in form and condemnation proceeds payable with respect substance acceptable to the Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereofAgent. Except as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s)The Agent shall, all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrowers' direction, either apply the same to the principal amount of the Loans outstanding at the time of such receipt and create a corresponding reserve against Revolving Credit Availability in an amount equal to such application (the "Remaining ProceedsDECISION RESERVE") or hold them as cash collateral for the Obligations. For up to 180 days from the date of any loss (the "DECISION PERIOD"), the Borrowers may notify the Agent that they intend to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Agent detailed information, including a construction schedule and cost estimates. Should a Default occur at any time during the Decision Period, should the Borrowers notify the Agent that they have decided not to rebuild or replace such property during the Decision Period, or should the Borrowers fail to notify the Agent of the Borrowers' decision during the Decision Period, then the amounts held as cash collateral pursuant to this Section 6.2(G) or as the -------------- Decision Reserve shall upon the Required Lenders' direction be applied as a Designated Prepayment of the Term Loans pursuant to Section 2.5. Proceeds held ----------- as cash collateral pursuant to this Section 6.2(G) or constituting the Decision -------------- Reserve shall be held by Landlord disbursed as Escrowed Proceeds and applied to reimburse Tenant payments for the actual cost of the repairrestoration, restoration rebuilding or replacement of such property become due; provided, however, should a Default --------- ------- occur after the Leased PropertyBorrowers have notified the Agent that they intend to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral may, or shall, upon the Required Lenders' direction, be applied as a Designated Prepayment of the Term Loans pursuant to Section 2.5. HoweverIn the event the Decision ----------- Reserve is to be applied as a mandatory prepayment to the Term Loans, the Borrowers shall be deemed to have requested Revolving Loans in an amount equal to the Decision Reserve, and such Loans shall be made regardless of any Remaining failure of the Borrowers to meet the conditions precedent set forth in Article IV. Upon ---------- completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute Net Cash Proceeds not needed for such purpose of an Asset Sale and shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net a Designated Prepayment of the deductions described in clause (i) above) as Qualified Payments.Term Loans pursuant to Section 2.5. -----------

Insurance and Condemnation Proceeds. The Borrower directs and shall cause its Subsidiaries to direct all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Agent, for the benefit of the Agent and the Holders of the Secured Obligations; PROVIDED, HOWEVER, in the event that such proceeds or award are less than $500,000 (a) Subject to Landlord's rights under this Paragraph 4"EXCLUDED PROCEEDS"), and so long as no Event of unless a Default shall have occurred and be continuing, Tenant the Agent shall remit such Excluded Proceeds to the Borrower. The Agent shall hold such proceeds in an interest bearing account as cash collateral for the Obligations. For up to 180 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Agent that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Agent detailed information, including a construction schedule and cost estimates. Should a Default occur at any time during the Decision Period, should the Borrower notify the Agent that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Agent of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 7.2(M) shall upon the Required Lenders' direction be paid to the Agent for the ratable benefit of the Lenders for application as a prepayment to the outstanding Loans and shall result in a reduction of the Aggregate Commitment. Proceeds held as cash collateral pursuant to this SECTION 7.2(M) shall be entitled disbursed as payments for restoration, rebuilding or replacement of such property as such amounts become due pursuant to use all casualty documentation reasonably acceptable to the Agent; PROVIDED, HOWEVER, should a Default occur after the Borrower has notified the Agent that it intends to rebuild or replace the property, the amounts held as cash collateral may, or shall, upon the Required Lenders' direction be applied as a prepayment of the Loans as set forth above and shall result in a reduction of the Aggregate Commitment. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall be applied as a prepayment of the Loans. All insurance and condemnation proceeds payable with respect shall be subject to the Leased Property during the Term for the restoration and repair security interest of the Leased Property or any remaining portion thereof. Except as provided in the last sentence Agent on behalf of subparagraph 9.(r) itself and the last sentence Holders of subparagraph 9.(s), all insurance and condemnation proceeds received with respect to Secured Obligations under the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder of such proceeds (the "Remaining Proceeds"), shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds Collateral Documents until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net of the deductions described in clause (i) above) as Qualified Paymentsso released.

Insurance and Condemnation Proceeds. No later than the fifth ----------------------------------- (a5/th/) Subject Business Day following the date of receipt by ChipPAC or any of its Subsidiaries of any cash payments under any insurance policy as a result of any damage to Landlord's rights under this Paragraph 4or loss of all or any portion of the Collateral or any other tangible asset (net of actual costs incurred and any taxes paid or payable by ChipPAC or any of its Subsidiaries in connection with adjustment and settlement thereof, "Insurance --------- Proceeds") or any proceeds resulting from the taking of assets by the power of eminent domain, condemnation or otherwise (net of actual costs incurred and so long any taxes paid or payable by ChipPAC or any of its Subsidiaries in connection with adjustment and settlement thereof, "Condemnation Proceeds") (any such event resulting in the recovery of ---------------------- Insurance Proceeds or Condemnation Proceeds, a "Recovery Event"), -------------- Company shall prepay the Loans (and/or the Revolving Loan Commitments or Term Delayed Draw Loan Commitments shall be reduced) in an amount equal to the Insurance Proceeds or Condemnation Proceeds, as the case may be, received; provided that, if ChipPAC shall have delivered a -------- Reinvestment Notice to the Administrative Agent no later than five (5) Business Days prior to the consummation of such Recovery Event and no Event of Default exists at the time of such consummation and the time of delivery of such notice, Company shall have occurred not be required to make any prepayment (and/or reduction in the Revolving Loan Commitments or Term Delayed Draw Loan Commitments) with the proceeds of such Recovery Event to the extent that (x) all or any portion of such proceeds are reinvested (or a contract has been entered into to reinvest) in Reinvestment Assets within 365 days from the date of receipt of such proceeds, and be continuing(y) after giving effect thereto, Tenant shall be entitled the aggregate amount of proceeds not used to use all casualty insurance and condemnation proceeds payable make mandatory prepayments of Loans (and/or reduce the Revolving Loan Commitments or Term Delayed Draw Loan Commitments) pursuant to this proviso does not exceed $10,000,000 during any Fiscal Year; provided, further, that, on each Reinvestment Prepayment Date, an -------- ------- amount equal to the Reinvestment Prepayment Amount with respect to the Leased Property during relevant Reinvestment Event shall be applied to prepay the Loans (and/or the Revolving Loan Commitments or Term for Delayed Draw Loan Commitments shall be reduced). In addition, in the restoration and repair event that ChipPAC shall, at any time after receipt of proceeds of any Reinvestment Event requiring a prepayment (and/or reduction in the Revolving Loan Commitments or Term Delayed Draw Loan Commitments) pursuant to this subsection 2.4B(iii)(d), determine that the prepayments (and/or reduction in the Revolving Loan Commitments or Term Delayed Draw Loan Commitments) previously made in respect of such Reinvestment Event were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(d), Company shall promptly cause to be made an additional prepayment of the Leased Property Loans (and/or reduce the Revolving Loan Commitments or any remaining portion thereof. Except as provided Term Delayed Draw Loan Commitments) in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s), all insurance and condemnation proceeds received with respect an amount equal to the Leased Property (including amount of any such deficit, and ChipPAC shall concurrently therewith deliver to the Administrative Agent an Officer's Certificate demonstrating the derivation of the additional proceeds payable under resulting in such deficit. If Company is otherwise required to apply any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder portion of such proceeds (to prepay Indebtedness evidenced by the "Remaining Proceeds")Subordinated Debt then, notwithstanding anything contained in this Agreement to the contrary, ChipPAC shall be held by Landlord as Escrowed cause such Insurance Proceeds and Condemnation Proceeds to be applied to reimburse Tenant for the actual cost prepayment of the repair, restoration Loans so as to eliminate or replacement of minimize any obligation to prepay the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net of the deductions described in clause (i) above) as Qualified PaymentsSubordinated Debt.

Insurance and Condemnation Proceeds. The Borrower directs (aand, if applicable, shall cause its Subsidiaries to direct) Subject to Landlord's rights all insurers under this Paragraph 4policies of property damage, boiler and so long as no Event of Default shall have occurred machinery and be continuing, Tenant shall be entitled to use all casualty business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Leased Property during Collateral directly to the Term for the restoration and repair of the Leased Property or any remaining portion thereof. Except as provided Lender; provided, however, in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s), all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, event that such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. or award are less than $250,000.00 (ii) Second, the remainder of such proceeds (the "Remaining ProceedsEXCLUDED PROCEEDS"), shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if unless an Event of Default shall have occurred and be continuing, then Landlord the Lender shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be entitled to receive in form and collect insurance or condemnation proceeds payable with respect substance acceptable to the Leased PropertyLender. The Lender shall, and either, at the discretion upon receipt of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the deductions described Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in clause an amount equal to such application (ithe "DECISION RESERVE") aboveor hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this Section 5.2(G) or as Qualified Paymentsthe Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to Section 2.2(B). Proceeds held as cash collateral pursuant to this Section 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; provided, however, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to Section 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in Article III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to Section 2.2(B).

Insurance and Condemnation Proceeds. After the happening of (ai) Subject any casualty to Landlordthe Property or any part thereof or (ii) the taking of any portion of the Property either under condemnation or eminent domain or through settlement in lieu of proceedings under the power of eminent domain (i) and (ii) being hereinafter referred to as a “Loss”), Grantor and Borrower shall give prompt written notice of the Loss to Beneficiary. Notwithstanding any contrary provisions ofthis Deed of Trust or the other Loan Documents, Beneficiary shall make the proceeds of the Loss (the “Proceeds”) available to Grantor and Borrower to pay all or a portion of the costs of repairing or restoring the Property to as nearly as practicable the condition of the Property immediately preceding the Loss, provided that such funds shall be made available to Grantor and Borrower only upon satisfaction of the following conditions: (1) within ninety (90) days of a Loss, Grantor shall notify Beneficiary of Grantor's rights under this Paragraph 4, and so long as intention to use the Proceeds to repair or restore the Property; (2) no Event of Default ofDefault shall have occurred and be continuing, Tenant ; (3)sufficient funds (including the Proceeds) shall be entitled available or shall have been committed on terms satisfactory to use Beneficiary to complete the restoration and repair work within twelve (12) months after the Proceeds are received; (4) all casualty insurance and condemnation proceeds payable with respect funds (including the Proceeds) needed to the Leased Property during the Term pay for the restoration and repair work shall be delivered to and held by Beneficiary during the course of such repair and restoration work for administration in accordance with the Leased Property provisions of this section; (5) Grantor and Borrower shall have furnished to Beneficiary plans and specifications for the repair or restoration work in form satisfactory to Beneficiary; (6) business interruption or rent loss insurance or other funds available to Grantor and Borrower shall be dedicated and sufficient to pay, during the period required to restore or repair the Property, any remaining portion thereof. Except as provided in scheduled payments due under the last sentence of subparagraph 9.(r) Note and the last sentence of subparagraph 9.(s), other Obligations and all insurance unabated operating expenses ofthe Property;(7)the general contractor selected by Grantor and condemnation proceeds received with respect to Borrower toperform the Leased Property repair or restoration work (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant"Restoration Contractor") shall be paid to Landlord approved by Beneficiary; and applied as follows: (i) First8) the contract between Grantor and Borrower and the Restoration Contractor, such proceeds the Restoration Contractor's audited financial statements and an estimated progress schedule shall be used submitted to, and approved by Beneficiary. Any funds required in addition to reimburse Landlord for any costs the Proceeds to complete and expensespay the repair or restoration work shall be the first funds applied to pay such costs; thereafter, including Attorneys' Feesas such restoration or repair work progresses, incurred in connection Beneficiary will make periodic payments from the Proceeds to Grantor and Borrower inaccordance with the collection general procedures ofBeneficiary applicable to the disbursement of such proceedsconstruction loans at the time ofsuch damages or destruction (and subject to the submission of the required documentation). (ii) SecondUntil disbursed to pay for the cost of repairing or restoring the Property, Beneficiary shall have a security interest in the remainder of such proceeds (Proceeds. Except to the "Remaining Proceeds"), shall be held extent that Proceeds are received by Landlord as Escrowed Proceeds Beneficiary and applied to reimburse Tenant for the actual cost Obligations, nothing herein contained shall be deemed to excuse Grantor from repairing or maintaining the Property or restoring all damage or destruction to the Property, regardless of the repairavailability or sufficiency of Proceeds. The application or release by Beneficiary of any Proceeds shall not cure or waive any default or notice of default under this Deed of Trust or the other Loan Documents or invalidate any act done pursuant to such notice. In the case of a partial taking pursuant to a condemnation or exercise of the right of eminent domain, the amount of impairment of the value of the collateral (not eliminated through restoration or replacement repair of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either) shall, at the discretion option of LandlordBeneficiary, (A) hold such proceeds as Escrowed Proceeds until be paid to Tenant as reimbursement for Beneficiary and applied to the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net of the deductions described in clause (i) above) as Qualified PaymentsObligations.

Insurance and Condemnation Proceeds. The Borrower directs and shall cause its Subsidiaries to direct all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Collateral Agent, for the benefit of the Collateral Agent and the Holders of the Secured Obligations; provided, however, in the event that such proceeds or awards aggregate less than $2,000,000 for all claims or awards subsequent to the Closing Date (a) Subject to Landlord's rights under this Paragraph 4"Excluded Proceeds"), and so long as no Event of unless a Default shall have occurred and be continuing, Tenant the Collateral Agent shall remit such Excluded Proceeds to the Borrower. The Collateral Agent shall hold such proceeds as cash collateral for the Obligations. For up to 180 days from the date of any loss (the "Decision Period"), the Borrower may notify the Collateral Agent that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Collateral Agent detailed information, including a construction schedule and cost estimates. Should a Default occur at any time during the Decision Period, should the Borrower notify the Collateral Agent that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Collateral Agent of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this Section 7.2(M) shall upon the Required Lenders' direction be paid to the Administrative Agent for the ratable benefit of the Lenders for application as a prepayment to the outstanding Loans, such prepayment to be treated as a Designated Prepayment from Asset Sales in accordance with the terms of Section 2.4(B). 75 Proceeds held as cash collateral pursuant to this Section 7.2(M) shall be entitled disbursed as payments for restoration, rebuilding or replacement of such property as such amounts become due pursuant to use all casualty documentation reasonably acceptable to the Collateral Agent; provided, however, should a Default occur after the Borrower has notified the Collateral Agent that it intends to rebuild or replace the property, the amounts held as cash collateral may, or shall, upon the Required Lenders' direction be applied as a prepayment of the Loans as set forth above. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall be applied as a prepayment of the Loans as set forth above. All insurance and condemnation proceeds payable with respect shall be subject to the Leased Property during the Term for the restoration and repair security interest of the Leased Property or any remaining portion thereof. Except as provided in the last sentence Collateral Agent on behalf of subparagraph 9.(r) itself and the last sentence Holders of subparagraph 9.(s), all insurance and condemnation proceeds received with respect to Secured Obligations under the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder of such proceeds (the "Remaining Proceeds"), shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds Collateral Documents until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net of the deductions described in clause (i) above) as Qualified Paymentsso released.

Insurance and Condemnation Proceeds. Despite anything contained in the Master Lease to the contrary, as between Sublandlord and Subtenant only, in the event of damage to or condemnation of the Subleased Premises, (ai) Subject all insurance proceeds received by or available to Landlord's rights under this Paragraph 4Sublandord pursuant to its insurance policies covering the Subleased Premises (or initially received by or available to Master Landlord pursuant to its insurance policies covering the Subleased Premises and thereafter delivered to Sublandlord for reimbursement of the damage to the Subleased Premises repaired by Sublandlord), and so long as no Event (ii) all condemnation awards received by Sublandlord under the Master Lease will be deemed to be the property of Default Sublandlord. Notwithstanding the receipt or availability of insurance proceeds and/or condemnation awards, Sublandlord shall have occurred no obligation to rebuild or restore the Subleased Premises or any portion thereof affected by damage, destruction, or condemnation. Subtenant shall maintain during the term hereof liability and property damage insurance in such amounts and coverages and in such form as are required of Sublandlord under the terms of the Master Lease, but only for the Subleased Premises. All such insurance shall specifically name Master Lessor and Sublandlord (together with any other party or parties as required under the terms of the Master Lease) as parties insured thereunder. Such insurance shall not be continuingsubject to cancellation, Tenant shall be entitled to use all casualty insurance and condemnation proceeds payable termination or change with respect to the Leased Property during the Term for the restoration and repair Master Lessor, Sublandlord or such other parties without thirty (30) days’ prior written notice. A duplicate original of the Leased Property policy or any remaining portion thereof. Except as provided in the last sentence a certificate of subparagraph 9.(r) such insurance shall be delivered to each of Master Lessor and the last sentence of subparagraph 9.(s), all insurance and condemnation proceeds received with respect Sublandlord prior to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder of such proceeds (the "Remaining Proceeds"), shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost commencement of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net of the deductions described in clause (i) above) as Qualified Payments.Sublease

Insurance and Condemnation Proceeds. Each Borrower hereby ----------------------------------- directs (and, if applicable, shall cause its Restricted Subsidiaries (other than OHM and its Subsidiaries prior to the Merger Funding Date) to direct) all insurers under policies of Property damage, boiler and machinery and business interruption insurance and payers of any condemnation claim or award relating to the Property to pay all proceeds payable under such policies or with respect to such claim or award for any loss directly to the Administrative Agent, for the benefit of the Agents, the Issuing Banks and the Lenders, and in no case to any Borrower or one or more of their Restricted Subsidiaries. The Administrative Agent shall, upon receipt of such proceeds hold such proceeds as Cash Collateral for the Obligations; provided, however, that any such proceeds (a) Subject which are -------- ------- part of payments with respect to Landlord's rights a particular claim under this Paragraph 4such policies which payments do not exceed $1,000,000 in the aggregate and (b) which do not exceed $2,500,000 when aggregated with all other such proceeds received during the then current Fiscal Year by the Administrative Agent, and shall be transferred by the Administrative Agent to the applicable Borrower so long as no Default or Event of Default shall have has occurred and be is continuing, Tenant shall be entitled . To the extent proceeds are not transferred to use all casualty insurance and condemnation proceeds payable with respect such Borrower pursuant to the Leased proviso in the preceding sentence, for up to 180 days from the date of any loss (the "Decision Period"), such Borrower may notify the Administrative Agent that it intends to restore, rebuild or replace the Property subject to the receipt of any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Administrative Agent detailed information, including a construction schedule and cost estimates. Should such Borrower notify the Administrative Agent that it has decided not to rebuild or replace such Property during the Term for Decision Period, or should such Borrower fail to notify the restoration and repair Administrative Agent of such Borrower's decision during the Decision Period, then the amounts held as Cash Collateral shall automatically be applied as a mandatory prepayment of the Leased Property or any remaining portion thereof. Except as provided in the last sentence of subparagraph 9.(rLoans pursuant to Sections 3.01(b)(i) and (v). Proceeds held as Cash Collateral shall ------------------- --- be disbursed as construction payments become due; provided, however, should an -------- ------- Event of Default occur after such Borrower has notified the last sentence of subparagraph 9.(s)Administrative Agent that it intends to rebuild or replace the Property, all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering Cash Collateral may, at the Leased Property which is maintained by Tenant) shall Administrative Agent's discretion, or shall, upon the Requisite Lenders' direction, be paid to Landlord and applied as follows: a mandatory prepayment of the Loans pursuant to Sections 3.01(b)(i) and (i) Firstv). Upon completion of the restoration, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection rebuilding or ------------------- --- replacement of such proceeds. (ii) SecondProperty, the remainder of such unused proceeds (the "Remaining Proceeds"), held as Cash Collateral shall be held by Landlord as Escrowed constitute Net Cash Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net a mandatory prepayment of the deductions described in clause Loans pursuant to Sections 3.01(b)(i) and (i) above) as Qualified Payments.v). ------------------- ---

Insurance and Condemnation Proceeds. (a) Subject Borrower covenants and agrees that Borrower shall pay or cause to Landlord's rights under this Paragraph 4, and so long as no Event of Default shall have occurred and be continuing, Tenant shall be entitled to use all casualty insurance and condemnation proceeds payable with respect to the Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereof. Except as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s), all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as followsLender the following: (i) Firstall awards of damages and all other compensation payable directly or indirectly by reason of a condemnation affecting the Property, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Secondall other claims and awards for damages to, or decrease in value of, the remainder Property, (iii) all proceeds of any insurance policies payable by reason of a loss sustained to the Property and (iv) all interest which may accrue on any of the foregoing (collectively, the “Property Proceeds”). Borrower agrees to execute and deliver from time to time such proceeds further instruments as may be reasonably requested by Lender to confirm the foregoing assignment to Lender of the Property Proceeds. Lender is hereby irrevocably constituted and appointed the attorney-in-fact of Borrower (the "Remaining Proceeds")which power of attorney shall be irrevocable so long as any indebtedness secured hereby is outstanding, shall be held deemed coupled with an interest, shall survive the voluntary or involuntary dissolution of Borrower and shall not be affected by Landlord as Escrowed any disability or incapacity suffered by Borrower subsequent to the date hereof), with full power of substitution, subject to the terms of this Article IX, to collect and receive any such awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in any proceedings therefor and to give receipts therefore. Borrower covenants and agrees to notify Lender within five (5) Business Days of the occurrence of any event that may result in Property Proceeds. Subject to applicable Law, Lender may (at its discretion) apply all or any portion of the Property Proceeds that it receives to its reasonable expenses in settling, prosecuting and defending any claim related thereto and may apply the balance of the Property Proceeds to the Secured Obligations in any order, and/or Lender may release all or any part of the Property Proceeds to Borrower upon any conditions Lender may reasonably impose. Lender may commence, appear in, defend and prosecute any action related to the Property Proceeds and applied may adjust, compromise, settle and collect all Property Proceeds, provided that, prior to reimburse Tenant for the actual cost occurrence of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default Default, any adjustment, compromise and settlement shall have occurred and only be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and Borrower’s reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net of the deductions described in clause (i) above) as Qualified Paymentsconsent.

Insurance and Condemnation Proceeds. No later than the fifth ----------------------------------- (a5/th/) Subject Business Day following the date of receipt by ChipPAC or any of its Subsidiaries of any cash payments under any insurance policy as a result of any damage to Landlord's rights under this Paragraph 4or loss of all or any portion of the Collateral or any other tangible asset (net of actual costs incurred and any taxes paid or payable by ChipPAC or any of its Subsidiaries in connection with adjustment and settlement thereof, "Insurance --------- Proceeds") or any proceeds resulting from the taking of assets by the power of eminent domain, condemnation or otherwise (net of actual costs incurred and so long any taxes paid or payable by ChipPAC or any of its Subsidiaries in connection with adjustment and settlement thereof, "Condemnation Proceeds") (any such event resulting in the recovery of --------------------- Insurance Proceeds or Condemnation Proceeds, a "Recovery Event"), -------------- Company shall prepay the Loans (and/or the Revolving Loan Commitments or Term Delayed Draw Loan Commitments shall be reduced) in an amount equal to the Insurance Proceeds or Condemnation Proceeds, as the case may be, received; provided that, if ChipPAC shall have delivered a -------- Reinvestment Notice to the Administrative Agent no later than five (5) Business Days prior to the consummation of such Recovery Event and no Event of Default exists at the time of such consummation and the time of delivery of such notice, Company shall have occurred not be required to make any prepayment (and/or reduction in the Revolving Loan Commitments or Term Delayed Draw Loan Commitments) with the proceeds of such Recovery Event to the extent that (x) all or any portion of such proceeds are reinvested (or a contract has been entered into to reinvest) in Reinvestment Assets within 365 days from the date of receipt of such proceeds, and be continuing(y) after giving effect thereto, Tenant shall be entitled the aggregate amount of proceeds not used to use all casualty insurance and condemnation proceeds payable make mandatory prepayments of Loans (and/or reduce the Revolving Loan Commitments or Term Delayed Draw Loan Commitments) pursuant to this proviso does not exceed $10,000,000 during any Fiscal Year; provided, further, that, on each Reinvestment -------- ------- Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the Leased Property during relevant Reinvestment Event shall be applied to prepay the Loans (and/or the Revolving Loan Commitments or Term for Delayed Draw Loan Commitments shall be reduced). In addition, in the restoration and repair event that ChipPAC shall, at any time after receipt of proceeds of any Reinvestment Event requiring a prepayment (and/or reduction in the Revolving Loan Commitments or Term Delayed Draw Loan Commitments) pursuant to this subsection 2.4B(iii)(d), determine that the prepayments (and/or reduction in the Revolving Loan Commitments or Term Delayed Draw Loan Commitments) previously made in respect of such Reinvestment Event were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(d), Company shall promptly cause to be made an additional prepayment of the Leased Property Loans (and/or reduce the Revolving Loan Commitments or any remaining portion thereof. Except as provided Term Delayed Draw Loan Commitments) in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s), all insurance and condemnation proceeds received with respect an amount equal to the Leased Property (including amount of any such deficit, and ChipPAC shall concurrently therewith deliver to the Administrative Agent an Officer's Certificate demonstrating the derivation of the additional proceeds payable under resulting in such deficit. If Company is otherwise required to apply any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder portion of such proceeds (to prepay Indebtedness evidenced by the "Remaining Proceeds")Subordinated Debt then, notwithstanding anything contained in this Agreement to the contrary, ChipPAC shall be held by Landlord as Escrowed cause such Insurance Proceeds and Condemnation Proceeds to be applied to reimburse Tenant for the actual cost prepayment of the repair, restoration Loans so as to eliminate or replacement of minimize any obligation to prepay the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net of the deductions described in clause (i) above) as Qualified PaymentsSubordinated Debt.

Insurance and Condemnation Proceeds. The Borrower hereby directs (aand, if applicable, shall cause its Subsidiaries to direct) Subject all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to Landlord's rights the property to pay all proceeds payable under this Paragraph 4such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Agent, for the benefit of the Agent and so long as no Event the Holders of the Secured Obligations; provided, however, in the event that such proceeds or award are less than $2,000,000 in the aggregate or $1,000,000 for any particular service center or other location ("Excluded Proceeds"), unless a Default shall have occurred and be continuing, Tenant the Agent shall remit such Excluded Proceeds to the Borrower which the Borrower hereby covenants and agrees it shall use to restore, rebuild or replace the property subject to any such insurance payment or condemnation award as soon as practicable after receipt thereof. Each such policy shall contain a long-form loss-payable endorsement naming the Agent as loss payee, which endorsement shall be entitled to use all casualty insurance in form and condemnation proceeds payable with respect substance acceptable to the Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereofAgent. Except as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s)The Agent shall, all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Loans outstanding at the time of such receipt and create a corresponding reserve against Revolving Credit Availability in an amount equal to such application (the "Remaining ProceedsDecision Reserve") or hold them as cash collateral for the Secured Obligations. For up to 150 days from the date of any loss (the "Decision Period"), the Borrower may notify the Agent that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Agent detailed information, including a construction schedule and cost estimates. Should a Default occur at any time during the Decision Period, should the Borrower notify the Agent that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Agent of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this Section 6.2(G) or as the Decision Reserve shall upon the Required Lenders' direction be applied as a mandatory prepayment of the Term Loans pursuant to Section 2.5(B). Proceeds held as cash collateral pursuant to this Section 6.2(G) or constituting the Decision Reserve shall be held by Landlord disbursed as Escrowed Proceeds and applied to reimburse Tenant payments for the actual cost of the repairrestoration, restoration rebuilding or replacement of such property become due; provided, however, should a Default occur after the Leased PropertyBorrower has notified the Agent that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral may, or shall, upon the Required Lenders' direction, be applied as a mandatory prepayment of the Term Loans pursuant to Section 2.5(B). HoweverIn the event the Decision Reserve is to be applied as a mandatory prepayment to the Term Loans, the Borrower shall be deemed to have requested Revolving Loans in an amount equal to the Decision Reserve, and such Loans shall be made regardless of any Remaining failure of the Borrower to meet the conditions precedent set forth in Article IV. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute Net Cash Proceeds not needed for such purpose of an Asset Sale and shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net a mandatory prepayment of the deductions described in clause (i) above) as Qualified PaymentsTerm Loans pursuant to Section 2.5(B).

Insurance and Condemnation Proceeds. The Company hereby directs (aand, if applicable, shall cause its Subsidiaries to direct) Subject all insurers under policies of property damage insurance and any payor of any condemnation claim or award relating to Landlord's rights any property of the Company or any Subsidiary thereof to pay all proceeds payable under such policies or with respect to such claim or award for any loss directly to the Administrative Agent, except to the extent such proceeds, claims or awards are required to be paid to alternate loss payees pursuant to the terms of any purchase money Indebtedness or any capital or operating lease permitted under this Paragraph 4Agreement, and so long as no Event of Default shall have occurred and be continuing, Tenant shall be entitled to use all casualty insurance and condemnation proceeds payable in each case solely with respect to the Leased Property during property covered by such Indebtedness or lease; and in no case to the Term for the restoration and repair of the Leased Property Company or any remaining portion Subsidiary thereof. Except as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s)The Administrative Agent shall, all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder upon receipt of such proceeds and at the Company’s direction, either (a) apply the same to the principal amount of the Revolving Loans outstanding at the time of such receipt and create a corresponding reserve against Revolving Credit Availability in an amount equal to such application (the "Remaining Proceeds"), shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration “Decision Reserve”) or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (Ab) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement Cash Collateral for the actual Obligations; provided, however, claims and awards not in excess of $250,000 per occurrence (or series of related occurrences) shall be remitted to the Company within a reasonable time following the Administrative Agent’s receipt thereof. For up to 90 days after the date of any loss (the “Decision Period”), the Company may notify the Administrative Agent that it intends to restore, rebuild or replace the property subject to the receipt of any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Administrative Agent detailed information, including a construction schedule and cost of repairing, restoring estimates. Should the Company notify the Administrative Agent that it has decided not to rebuild or replacing replace such property during the Leased Property when Tenant has completed such repair, restoration or replacementDecision Period, or (B) apply such proceeds (net should the Company fail to notify the Administrative Agent of the deductions described in clause (i) above) Company’s decision during the Decision Period, then the amounts held as Qualified PaymentsCash Collateral or as the Decision Reserve shall automatically be applied to the Revolving Loans, with a corresponding permanent reduction of the Revolving Credit Commitments, at the election of the Administrative Agent. In the event the Company notifies the Administrative Agent that it intends to rebuild or replace such Property during the Decision Period, proceeds held as Cash Collateral or constituting the Decision Reserve shall be disbursed as necessary; provided, however, should an Event of Default occur after the Company has notified the Administrative Agent that it intends to rebuild or replace such Property, the Decision Reserve or Cash Collateral, may at the Administrative Agent’s discretion, or shall, upon the direction of Required Lenders, be applied as a mandatory prepayment of the Revolving Loans, with a corresponding permanent reduction of the Revolving Credit Commitments, at the election of the Administrative Agent.

Insurance and Condemnation Proceeds. The Parent directs (aand, if applicable, shall cause each applicable Subsidiary to direct) Subject all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to Landlord's rights the property to pay all proceeds payable under this Paragraph 4such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Administrative Agent, for the benefit of the Administrative Agent and so long as no Event the Holders of the Secured Obligations; provided, however, in the event that such proceeds or awards are less than $1,000,000 ("EXCLUDED PROCEEDS"), unless a Default shall have occurred and be continuing, Tenant the Administrative Agent shall remit such Excluded Proceeds to SDM (for distribution as appropriate). Each such policy shall contain a long-form loss-payable endorsement naming the Administrative Agent as loss payee, which endorsement shall be entitled to use all casualty insurance in form and condemnation proceeds payable with respect substance acceptable to the Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereofAdministrative Agent. Except as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s)The Administrative Agent shall, all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder upon receipt of such proceeds (other than Excluded Proceeds) and at SDM's direction, either apply the same to the principal amount of the Loans outstanding at the time of such receipt and create a corresponding reserve against the Maximum Revolving Credit Amount in an amount equal to such application (the "Remaining ProceedsDECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to sixty (60) days from the date of any loss (the "DECISION PERIOD"), SDM may notify the Administrative Agent that the Parent or the applicable Subsidiary intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Administrative Agent detailed information, including a construction schedule and cost estimates. Should a Default occur at any time during the Decision Period, should SDM notify the Administrative Agent that the Parent or the applicable Subsidiary has decided not to rebuild or replace such property during the Decision Period, or should SDM fail to notify the Administrative Agent of the Parent's or the applicable Subsidiary's decision during the Decision Period, then the amounts held as cash collateral pursuant to this Section 7.2(R) or as the Decision Reserve shall upon the Required Lenders' direction be applied as a Designated Prepayment pursuant to Section 2.5(B). Proceeds held as cash collateral pursuant to this Section 7.2(R) or constituting the Decision Reserve shall be held by Landlord disbursed in accordance with SDM's directions promptly after receipt of such directions as Escrowed Proceeds and applied to reimburse Tenant payments for the actual cost of the repairrestoration, restoration rebuilding or replacement of such property as such amounts become due; provided, however, should a Default occur after SDM has notified the Leased Property. HoweverAdministrative Agent that the Parent or the applicable Subsidiary intends to rebuild or replace the property, any Remaining Proceeds not needed for such purpose shall the Decision Reserve or amounts held as cash collateral may, or shall, upon the Required Lenders' direction, be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net of the deductions described in clause (i) above) as Qualified Payments.a Designated Prepayment

Insurance and Condemnation Proceeds. (a) Subject to Landlord's rights under this Paragraph 4The Borrower hereby directs, and so long as no Event shall cause each other Loan Party to direct, all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Agent, for the benefit of the Agent and the Holders of the Secured Obligations; PROVIDED, HOWEVER, in the event that such proceeds or award are less than $200,000 in the aggregate for all events during the prior 12-month period ("EXCLUDED INSURANCE PROCEEDS"), unless a Default shall have occurred and be continuing, Tenant the Agent shall remit such Excluded Insurance Proceeds to the Borrower or the applicable Loan Party. Each such policy shall contain a lender's loss-payable endorsement naming the Agent as lender's loss payee, which endorsement shall be entitled to use all casualty insurance in form and condemnation proceeds payable with respect substance acceptable to the Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereofAgent. Except as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s)The Agent shall, all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder upon receipt of such proceeds (other than Excluded Insurance Proceeds) and at Borrower's direction, either apply the same to the principal amount of the Revolving Credit Loans outstanding at the time of such receipt and create a corresponding reserve against Revolving Credit Availability in an amount equal to such application (the "Remaining ProceedsDECISION RESERVE") or hold them as cash collateral for the Obligations. For up to 60 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Agent that the applicable Loan Party intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Agent detailed information, including a construction schedule and cost estimates. If (i) a Default occurs at any time during the Decision Period, (ii) the Borrower notifies the Agent that the applicable Loan Party has decided not to rebuild or replace such property during the Decision Period, or (iii) the Borrower fails to notify the Agent of the Borrower's or the applicable Loan Party's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 6.2(G) or as the Decision Reserve shall upon the Required Lenders' direction be deemed to be Net Cash Proceeds of an Asset Sale and applied as a mandatory prepayment pursuant to SECTION 2.5(B)(i)(a). Proceeds held as cash collateral pursuant to this SECTION 6.2(G) or constituting the Decision Reserve shall be held by Landlord disbursed as Escrowed Proceeds and applied to reimburse Tenant payments for the actual cost of the repairrestoration, restoration rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should a Default occur after the Leased PropertyBorrower has notified the Agent that a Loan Party intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral may, or shall, upon the Required Lenders' direction, be applied as a mandatory prepayment of the Term Loans or Acquisition Loans as set forth above. HoweverUpon completion of the restoration, any Remaining rebuilding or replacement of such property, the unused proceeds shall be deemed to constitute Net Cash Proceeds not needed for such purpose of an Asset Sale and shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net a mandatory prepayment of the deductions described in clause (i) above) as Qualified PaymentsTerm Loans and/or Acquisition Loans pursuant to SECTION 2.5(B)(i)(a).

Insurance and Condemnation Proceeds. (a) Subject to Landlord's rights under this Paragraph 4, and so long as no Event of Default shall have occurred and be continuing, Tenant shall be entitled to use all casualty insurance and condemnation proceeds payable with respect to the Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereof. Except as provided in the last sentence of subparagraph 9.(r8.(r) and the last sentence of subparagraph 9.(s8.(s), all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder of such proceeds (the "Remaining Proceeds"), shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net of the deductions described in clause (i) above) as Qualified Payments.

Insurance and Condemnation Proceeds. The Borrower directs (aand, if applicable, shall cause its Subsidiaries to direct) Subject all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to Landlord's rights the property to pay all proceeds payable under this Paragraph 4such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Agent, for the benefit of the Agent and so long as no Event the Holders of the Secured Obligations; provided, however, in the event that such proceeds or award are less than $2,500,000 ("EXCLUDED PROCEEDS"), unless a Default shall have occurred and be continuing, Tenant the Agent shall remit such Excluded Proceeds to the Borrower. Each such policy shall contain a long-form loss-payable endorsement naming the Agent as loss payee, which endorsement shall be entitled to use all casualty insurance in form and condemnation proceeds payable with respect substance acceptable to the Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereofAgent. Except as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s)The Agent shall, all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Loans outstanding at the time of such receipt and create a corresponding reserve against the Maximum Revolving Credit Amount in an amount equal to such application (the "Remaining ProceedsDECISION RESERVE") or hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Agent that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Agent detailed information, including a construction schedule and cost estimates. Should a Default occur at any time during the Decision Period, should the Borrower notify the Agent that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Agent of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this Section 7.2(G) or as the Decision Reserve shall upon the direction of the Required Lenders' be applied as a mandatory prepayment of the Term Loans pursuant to Section 2.5(B). Proceeds held as cash collateral pursuant to this Section 7.2(G) or constituting the Decision Reserve shall be held by Landlord disbursed as Escrowed Proceeds and applied to reimburse Tenant payments for the actual cost of the repairrestoration, restoration rebuilding or replacement of such property become due; provided, however, should a Default occur after the Leased PropertyBorrower has notified the Agent that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral may, or shall, upon the Required Lenders' direction, be applied as a mandatory prepayment of the Term Loans pursuant to Section 2.5(B). HoweverIn the event the Decision Reserve is to be applied as a mandatory prepayment to the Term Loans, the Borrower shall be deemed to have requested Revolving Loans in an amount equal to the Decision Reserve, and such Loans shall be made regardless of any Remaining failure of the Borrower to meet the conditions precedent set forth in Article V. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute Net Cash Proceeds not needed for such purpose of an Asset Sale and shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net a mandatory prepayment of the deductions described in clause (i) above) as Qualified PaymentsTerm Loans pursuant to Section 2.5(B).

Insurance and Condemnation Proceeds. The Borrower directs (aand, if applicable, shall cause its Subsidiaries to direct) Subject to Landlord's rights all insurers under this Paragraph 4policies of property damage, boiler and so long as no Event of Default shall have occurred machinery and be continuing, Tenant shall be entitled to use all casualty business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Leased Property during Collateral directly to the Term for the restoration and repair of the Leased Property or any remaining portion thereof. Except as provided Lender; provided, however, in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s), all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, event that such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. or award are less than $250,000 (ii) Second, the remainder of such proceeds (the "Remaining ProceedsEXCLUDED PROCEEDS"), shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if unless an Event of Default shall have occurred and be continuing, then Landlord the Lender shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Lender as loss payee, which endorsement shall be entitled to receive in form and collect insurance or condemnation proceeds payable with respect substance acceptable to the Leased PropertyLender. The Lender shall, and either, at the discretion upon receipt of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the deductions described Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in clause an amount equal to such application (ithe "DECISION RESERVE") aboveor hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this Section 5.2(G) or as Qualified Paymentsthe Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to Section 2.2(B). Proceeds held as cash collateral pursuant to this Section 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; provided, however, should an Event of Default occur after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to Section 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in Article III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to Section 2.2(B).

Insurance and Condemnation Proceeds. The Borrower hereby directs (aand, if applicable, shall cause its Subsidiaries to direct) Subject all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to Landlord's rights the property to pay all proceeds payable under this Paragraph 4such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Agent, for the benefit of the Agent and so long as no Event the Holders of the Secured Obligations; provided, however, in the event that such proceeds or award are less than $2,000,000 in the aggregate or $1,000,000 for any particular service center or other location ("EXCLUDED PROCEEDS"), unless a Default shall have occurred and be continuing, Tenant the Agent shall remit such Excluded Proceeds to the Borrower which the Borrower hereby covenants and agrees it shall use to restore, rebuild or replace the property subject to any such insurance payment or condemnation award as soon as practicable after receipt thereof. Each such policy shall contain a long-form loss-payable endorsement naming the Agent as loss payee, which endorsement shall be entitled to use all casualty insurance in form and condemnation proceeds payable with respect substance acceptable to the Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereofAgent. Except as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s)The Agent shall, all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Loans outstanding at the time of such receipt and create a corresponding reserve against Revolving Credit Availability in an amount equal to such application (the "Remaining ProceedsDecision Reserve") or hold them as cash collateral for the Secured Obligations. For up to 150 days from the date of any loss (the "Decision Period"), the Borrower may notify the Agent that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Agent detailed information, including a construction schedule and cost estimates. Should a Default occur at any time during the Decision Period, should the Borrower notify the Agent that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Agent of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this Section 6.2(G) or as the Decision Reserve shall upon the Required Lenders' direction be applied as a mandatory prepayment of the Term Loans pursuant to Section 2.5(B). Proceeds held as cash collateral pursuant to this Section 6.2(G) or constituting the Decision Reserve shall be held by Landlord disbursed as Escrowed Proceeds and applied to reimburse Tenant payments for the actual cost of the repairrestoration, restoration rebuilding or replacement of such property become due; provided, however, should a Default occur after the Leased PropertyBorrower has notified the Agent that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral may, or shall, upon the Required Lenders' direction, be applied as a mandatory prepayment of the Term Loans pursuant to Section 2.5(B). HoweverIn the event the Decision Reserve is to be applied as a mandatory prepayment to the Term Loans, the Borrower shall be deemed to have requested Revolving Loans in an amount equal to the Decision Reserve, and such Loans shall be made regardless of any Remaining failure of the Borrower to meet the conditions precedent set forth in Article IV. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute Net Cash Proceeds not needed for such purpose of an Asset Sale and shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net a mandatory prepayment of the deductions described in clause (i) above) as Qualified PaymentsTerm Loans pursuant to Section 2.5(B).

Insurance and Condemnation Proceeds. The Borrower directs (aand, if applicable, shall cause each applicable Subsidiary to direct) Subject all insurers under policies of property damage, boiler and machinery and business interruption insurance (if any) and payors of any condemnation claim or award relating to Landlord's rights the property to pay all proceeds payable under this Paragraph 4such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Administrative Agent, for the benefit of the Administrative Agent and so long as no Event the Holders of the Secured Obligations; provided, however, in the event that such proceeds or awards are less than $1,000,000 ("Excluded Proceeds"), unless a Default shall have occurred and be continuing, Tenant the Administrative Agent shall remit such Excluded Proceeds to the Borrower (for distribution as appropriate). Each such policy shall contain a long-form loss-payable endorsement naming the Administrative Agent as loss payee, which endorsement shall be entitled to use all casualty insurance in form and condemnation proceeds payable with respect substance reasonably acceptable to the Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereofAdministrative Agent. Except as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s)The Administrative Agent shall, all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Loans outstanding at the time of such receipt and create a corresponding reserve against the Revolving Credit Availability in an amount equal to such application (the "Remaining ProceedsDecision Reserve") or hold them as cash collateral for the Obligations in an interest bearing account. For up to ninety (90) days from the date of any loss (the "Decision Period"), the Borrower may notify the Administrative Agent that the Borrower or the applicable Subsidiary intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Administrative Agent detailed information, including a construction schedule and cost estimates. Should a Default occur at any time during the Decision Period, should the Borrower notify the Administrative Agent that the Borrower or the applicable Subsidiary has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Administrative Agent of the Borrower's or the applicable Subsidiary's decision during the Decision Period, then the amounts held as cash collateral pursuant to this Section 7.2(P) or as the Decision Reserve shall upon the Required Lenders' direction be applied as a Designated Prepayment pursuant to Section 2.4(B). Proceeds held as cash collateral pursuant to this Section 7.2(P) or constituting the Decision Reserve shall be held by Landlord disbursed in accordance with the Borrower's directions promptly after receipt of such directions as Escrowed Proceeds and applied to reimburse Tenant payments for the actual cost of the repairrestoration, restoration rebuilding or replacement of such property as such amounts become due; provided, however, should a Default occur after the Leased PropertyBorrower has notified the Administrative Agent that the Borrower or the applicable Subsidiary intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral may, or shall, upon the Required Lenders' direction, be applied as a Designated Prepayment pursuant to Section 2.4(B). HoweverIn the event the Decision Reserve is to be applied as a mandatory prepayment of the Term Loans, the Borrower shall be deemed to have requested Revolving Loans in an amount equal to the Decision Reserve, and such Loans shall be made regardless of any Remaining Proceeds not needed for failure of the Borrower to meet the conditions precedent set forth in Article V. Upon completion of the restoration, rebuilding or replacement of such purpose property, the unused proceeds shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled a Designated Prepayment pursuant to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net of the deductions described in clause (i) above) as Qualified PaymentsSection 2.4(B).

Insurance and Condemnation Proceeds. Each Borrower hereby ----------------------------------- directs (and, if applicable, shall cause its Restricted Subsidiaries to direct) all insurers under policies of Property damage, boiler and machinery and business interruption insurance and payers of any condemnation claim or award relating to the Property to pay all proceeds payable under such policies or with respect to such claim or award for any loss directly to the Administrative Agent, for the benefit of the Agents, the Issuing Banks and the Lenders, and in no case to any Borrower or one or more of their Restricted Subsidiaries. The Administrative Agent shall, upon receipt of such proceeds hold such proceeds as Cash Collateral for the Obligations; provided, however, that any such proceeds (a) Subject which are part of payments with -------- ------- respect to Landlord's rights a particular claim under this Paragraph 4such policies which payments do not exceed $1,000,000 in the aggregate and (b) which do not exceed $2,500,000 when aggregated with all other such proceeds received during the then current Fiscal Year by the Administrative Agent, and shall be transferred by the Administrative Agent to the applicable Borrower so long as no Default or Event of Default shall have has occurred and be is continuing, Tenant shall be entitled . To the extent proceeds are not transferred to use all casualty insurance and condemnation proceeds payable with respect such Borrower pursuant to the Leased proviso in the preceding sentence, for up to 180 days from the date of any loss (the "Decision Period"), such Borrower may notify the Administrative Agent that it intends to restore, rebuild or replace the Property subject to the receipt of any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Administrative Agent detailed information, including a construction schedule and cost estimates. Should such Borrower notify the Administrative Agent that it has decided not to rebuild or replace such Property during the Term for Decision Period, or should such Borrower fail to notify the restoration and repair Administrative Agent of such Borrower's decision during the Decision Period, then the amounts held as Cash Collateral shall automatically be applied as a mandatory prepayment of the Leased Property or any remaining portion thereofLoans pursuant to Sections 3.01(b)(i) ------------------- and (iv). Except Proceeds held as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s), all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) Cash Collateral shall be paid to Landlord and applied disbursed as follows: (i) Firstconstruction ---- payments become due; provided, such proceeds shall be used to reimburse Landlord for any costs and expenseshowever, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder of such proceeds (the "Remaining Proceeds"), shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if should an Event of Default shall have occurred and be continuing, then Landlord shall be entitled occur after -------- ------- such Borrower has notified the Administrative Agent that it intends to receive and collect insurance rebuild or condemnation proceeds payable with respect to replace the Leased Property, and eitherthe Cash Collateral may, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacementAdministrative Agent's discretion, or (B) apply such proceeds (net shall, upon the Requisite Lenders' direction, be applied as a mandatory prepayment of the deductions described in clause Loans pursuant to Sections 3.01(b)(i) and (iiv). Upon ------------------- ---- completion of the restoration, rebuilding or replacement of such Property, the unused proceeds held as Cash Collateral shall constitute Net Cash Proceeds and shall be applied as a mandatory prepayment of the Loans pursuant to Sections -------- 3.01(b)(i) above) as Qualified Payments.and (iv). ---------- ----

Insurance and Condemnation Proceeds. No later than the fifth ----------------------------------- (a5/th/) Subject Business Day following the date of receipt by Company or any of its Subsidiaries of any cash payments under any insurance policy as a result of any damage to Landlord's rights under this Paragraph 4or loss of all or any portion of the Collateral or any other tangible asset (net of actual costs incurred and any taxes paid or payable by Company or any of its Subsidiaries in connection with adjustment and settlement thereof, "Insurance Proceeds") or any proceeds resulting from the taking of ------------------ assets by the power of eminent domain, condemnation or otherwise (net of actual costs incurred and so long any taxes paid or payable by Company or any of its Subsidiaries in connection with adjustment and settlement thereof, "Condemnation Proceeds") (any such event resulting in the recovery of Insurance Proceeds or Condemnation Proceeds, a "Recovery Event"), Company shall prepay the Loans -------------- (and/or the Revolving Loan Commitments shall be reduced) in an amount equal to the Insurance Proceeds or Condemnation Proceeds, as the case may be, received; provided, that, if Company -------- shall have delivered a Reinvestment Notice to the Administrative Agent no later than five (5) Business Days prior to the consummation of such Recovery Event and no Event of Default exists at the time of such consummation and the time of delivery of such notice, Company shall have occurred not be required to make any prepayment (and/or reduction in the Revolving Loan Commitments) with the proceeds of such Recovery Event to the extent that (x) all or any portion of such proceeds are reinvested (or a contract has been entered into to reinvest) in Reinvestment Assets within three hundred sixty five (365) days from the date of receipt of such proceeds, and be continuing(y) after giving effect thereto, Tenant shall be entitled the aggregate amount of proceeds not used to use all casualty insurance and condemnation proceeds payable make mandatory prepayments of Loans (and/or reduce the Revolving Loan Commitments) pursuant to this proviso does not exceed $7,500,000 during any Fiscal Year; provided, further, that, on each Reinvestment Prepayment Date, -------- ------- an amount equal to the Reinvestment Prepayment Amount with respect to the Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereof. Except as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s), all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder of such proceeds (the "Remaining Proceeds"), shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose relevant Reinvestment Event shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding to prepay the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord Loans (and/or the Revolving Loan Commitments shall be entitled reduced). In addition, in the event that Company shall, at any time after receipt of proceeds of any Reinvestment Event requiring a prepayment (and/or reduction in the Revolving Loan Commitments) pursuant to receive and collect insurance or condemnation proceeds payable with this subsection 2.4B(iii)(d), determine that the prepayments (and/or reduction in the Revolving Loan Commitments) previously made in respect of such Reinvestment Event were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(d), Company shall promptly cause to be made an additional prepayment of the Loans (and/or reduce the Revolving Loan Commitments) in an amount equal to the Leased Propertyamount of any such deficit, and either, at Company shall concurrently therewith deliver to the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for Administrative Agent an Officer's Certificate demonstrating the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net derivation of the deductions described additional proceeds resulting in clause (i) above) as Qualified Paymentssuch deficit.

Insurance and Condemnation Proceeds. The Borrower directs (aand, if applicable, shall cause its Subsidiaries to direct) Subject to Landlord's rights all insurers under this Paragraph 4policies of property damage, boiler and so long as no Event of Default shall have occurred machinery and be continuing, Tenant shall be entitled to use all casualty business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Leased Property during the Term Collateral directly to Agent (for the restoration and repair benefit of the Leased Property or any remaining portion thereof. Except as provided Lenders); provided, however, in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s), all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, event that such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. or award are less than $250,000.00 (ii) Second, the remainder of such proceeds (the "Remaining Excluded Proceeds"), shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if unless an Event of Default shall have occurred and be continuing, then Landlord Agent shall remit such Excluded Proceeds to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming Agent (for the benefit of the Lenders)as loss payee, which endorsement shall be entitled in form and substance acceptable to receive and collect insurance or condemnation proceeds payable with respect to the Leased PropertyAgent. Agent shall, and either, at the discretion upon receipt of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the deductions described Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in clause an amount equal to such application (ithe "Decision Reserve") aboveor hold them as cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "Decision Period"), the Borrower may notify Agent that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide Agent detailed information, including a construction schedule and cost estimates. Should an Event of Default occur at any time during the Decision Period, should the Borrower notify Agent that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify Agent of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this Section 5.2(G) or as Qualified Paymentsthe Decision Reserve shall be applied as a mandatory prepayment of the Advances pursuant to Section 2.2(B). Proceeds held as cash collateral pursuant to this Section 5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; provided, however, should an Event of Default occur after the Borrower has notified Agent that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall be applied as a mandatory prepayment of the Advances pursuant to Section 2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Advances, the Borrower shall be deemed to have requested Advances in an amount equal to the Decision Reserve, and such Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in Article III. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds of an Asset Sale and shall be applied as a mandatory prepayment of the Advances pursuant to Section 2.2(B).

Insurance and Condemnation Proceeds. The Borrower directs (aand, ----------------------------------- if applicable, shall cause its Subsidiaries to direct) Subject to Landlord's rights all insurers under this Paragraph 4policies of property damage, boiler and so long as no Event of Default shall have occurred machinery and be continuing, Tenant shall be entitled to use all casualty business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Leased Property during Collateral directly to the Term for the restoration and repair of the Leased Property or any remaining portion thereof. Except as provided Lender; provided, however, in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(sevent that such proceeds or award are less than -------- ------- $250,000.00 ("Excluded Proceeds"), all insurance unless an Event of Default has occurred and condemnation proceeds received with respect ----------------- is continuing, the Lender will remit such Excluded Proceeds to the Leased Property (including proceeds Borrower or Subsidiary, as applicable. Each such policy must contain a long-form loss- payable under any insurance policy covering endorsement naming the Leased Property Lender as loss payee, which is maintained by Tenant) shall endorsement must be paid in form and substance acceptable to Landlord and applied as follows: (i) Firstthe Lender. The Lender shall, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's direction, either apply the same to the principal amount of the Advances outstanding at the time of such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "Remaining ProceedsDecision Reserve") or hold them as ---------------- cash collateral for the Obligations in an interest bearing account. For up to 150 days from the date of any loss (the "Decision Period"), shall be held by Landlord the Borrower may --------------- notify the Lender that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as Escrowed Proceeds soon as practicable thereafter, provide the Lender detailed information, including a construction schedule and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Propertyestimates. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if Should an Event of Default shall have occurred and be continuingoccur at any time during the Decision Period, should the Borrower notify the Lender that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Lender of the Borrower's decision during the Decision Period, then Landlord shall the amounts held as cash collateral pursuant to this Section 5.2(G) or as the Decision Reserve must be entitled applied as a -------------- mandatory prepayment of the Advances pursuant to receive and collect insurance Section 2.2(B). Proceeds held -------------- as cash collateral pursuant to this Section 5.2(G) or condemnation proceeds payable with respect constituting the Decision -------------- Reserve must be disbursed as payments for restoration, rebuilding or replacement of such property become due; provided, however, should an Event of Default occur -------- ------- after the Borrower has notified the Lender that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral will be applied as a mandatory prepayment of the Advances pursuant to Section 2.2(B). -------------- In the event the Decision Reserve is to be applied as a mandatory prepayment to the Leased PropertyAdvances, the Borrower will be deemed to have requested Advances in an amount equal to the Decision Reserve, and either, at the discretion such Advances will be made regardless of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net any failure of the deductions described Borrower to meet the conditions precedent set forth in clause (i) above) Article III. Upon completion of the restoration, rebuilding or replacement of ----------- such property, the unused proceeds will constitute net cash proceeds of an Asset Sale and will be applied as Qualified Payments.a mandatory prepayment of the Advances pursuant to Section 2.2(B). --------------

Insurance and Condemnation Proceeds. The Borrower directs and shall cause its Subsidiaries to direct all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Collateral Agent, for the benefit of the Collateral Agent and the Holders of the Secured Obligations; PROVIDED, HOWEVER, in the event that such proceeds or awards aggregate less than $2,000,000 for all claims or awards subsequent to the Closing Date (a) Subject to Landlord's rights under this Paragraph 4"EXCLUDED PROCEEDS"), and so long as no Event of unless a Default shall have occurred and be continuing, Tenant the Collateral Agent shall remit such Excluded Proceeds to the Borrower. The Collateral Agent shall hold such proceeds as cash collateral for the Obligations. For up to 180 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Collateral Agent that it intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Collateral Agent detailed information, including a construction schedule and cost estimates. Should a Default occur at any time during the Decision Period, should the Borrower notify the Collateral Agent that it has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Collateral Agent of the Borrower's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 7.2(M) shall upon the Required Lenders' direction be paid to the Administrative Agent for the ratable benefit of the Lenders for application as a prepayment to the outstanding Loans, such prepayment to be treated as a Designated Prepayment from Asset Sales in accordance with the terms of SECTION 2.4(B). Proceeds held as cash collateral pursuant to this SECTION 7.2(M) shall be entitled disbursed as payments for restoration, rebuilding or replacement of such property as such amounts become due pursuant to use all casualty documentation reasonably acceptable to the Collateral Agent; PROVIDED, HOWEVER, should a Default occur after the Borrower has notified the Collateral Agent that it intends to rebuild or replace the property, the amounts held as cash collateral may, or shall, upon the Required Lenders' direction be applied as a prepayment of the Loans as set forth above. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall be applied as a prepayment of the Loans as set forth above. All insurance and condemnation proceeds payable with respect shall be subject to the Leased Property during the Term for the restoration and repair security interest of the Leased Property or any remaining portion thereof. Except as provided in the last sentence Collateral Agent on behalf of subparagraph 9.(r) itself and the last sentence Holders of subparagraph 9.(s), all insurance and condemnation proceeds received with respect to Secured Obligations under the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder of such proceeds (the "Remaining Proceeds"), shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost of the repair, restoration or replacement of the Leased Property. However, any Remaining Proceeds not needed for such purpose shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds Collateral Documents until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net of the deductions described in clause (i) above) as Qualified Paymentsso released.

Insurance and Condemnation Proceeds. The Company directs (aand shall cause SEI to direct) Subject to Landlord's rights all insurers under this Paragraph 4policies of property damage, boiler and so long as no Event of Default shall have occurred machinery and be continuing, Tenant shall be entitled to use all casualty business interruption insurance and payors of any condemnation claim or award relating to its property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Leased Property during Collateral directly to the Term Collateral Agent, for the restoration and repair benefit of the Leased Property or any remaining portion thereof. Except as provided in the last sentence of subparagraph 9.(r) Collateral Agent and the last sentence Holders of subparagraph 9.(s)the Secured Obligations. Each such policy shall contain a long-form loss-payable endorsement naming the Collateral Agent as loss payee, all insurance which endorsement shall be in form and condemnation proceeds received with respect substance reasonably acceptable to the Leased Property (including proceeds payable under any insurance policy covering holders of the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) FirstNotes. The Company agrees that the Collateral Agent shall, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection upon receipt of such proceeds. (ii) Second, the remainder of apply such proceeds (in accordance with the "Remaining Proceeds"), shall be held by Landlord as Escrowed Proceeds and applied to reimburse Tenant for the actual cost terms of the repairCollateral Sharing Agreement as if such proceeds constituted a Designated Prepayment PROVIDED the amount thereof shall not reduce the Aggregate Supplemental Loan Commitment; PROVIDED, restoration that the Collateral Agent shall pay to the Company or replacement SEI, as applicable, such portion of the Leased Property. However, any Remaining Proceeds proceeds (up to an aggregate amount not needed to exceed $500,000) as may be reasonably necessary to restore or repair the affected business or property which may be used by the Company or SEI for such purpose purposes; PROVIDED, FURTHER, HOWEVER, that (a) the Collateral Agent shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, pay over such proceeds if an Event of Default shall have has occurred and be continuing(b) if, then Landlord after receiving any of such proceeds but prior to restoring or repairing such affected property or business an Event of Default shall be entitled occur, the Company shall pay over (or cause SEI to receive and collect insurance or condemnation pay over) such proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds Collateral Agent for application as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net of the deductions described in clause (i) above) as Qualified Paymentsthough a Designated Prepayment was received.

Insurance and Condemnation Proceeds. (a) Subject to Landlord's rights under this Paragraph 4The Borrower hereby directs, and so long as no Event shall cause its Subsidiaries to direct, all insurers under policies of property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the property to pay all proceeds payable under such policies or with respect to such claim or award for any loss with respect to the Collateral directly to the Agent, for the benefit of the Agent and the Holders of the Secured Obligations; PROVIDED, HOWEVER, in the event that such proceeds or award are less than $150,000 in the aggregate for all events during the prior 12-month period ("EXCLUDED INSURANCE PROCEEDS"), unless a Default shall have occurred and be continuing, Tenant the Agent shall remit such Excluded Insurance Proceeds to the Borrower or the applicable Specified Subsidiary. Each such policy shall contain a loss-payable endorsement naming the Agent as loss payee, which endorsement shall be entitled to use all casualty insurance in form and condemnation proceeds payable with respect substance acceptable to the Leased Property during the Term for the restoration and repair of the Leased Property or any remaining portion thereofAgent. Except as provided in the last sentence of subparagraph 9.(r) and the last sentence of subparagraph 9.(s)The Agent shall, all insurance and condemnation proceeds received with respect to the Leased Property (including proceeds payable under any insurance policy covering the Leased Property which is maintained by Tenant) shall be paid to Landlord and applied as follows: (i) First, such proceeds shall be used to reimburse Landlord for any costs and expenses, including Attorneys' Fees, incurred in connection with the collection of such proceeds. (ii) Second, the remainder upon receipt of such proceeds (other than Excluded Insurance Proceeds) and at Borrower's direction, either apply the same to the principal amount of the Loans outstanding at the time of such receipt and create a corresponding reserve against Revolving Credit Availability in an amount equal to such application (the "Remaining ProceedsDECISION RESERVE") or hold them as cash collateral for the Obligations. For up to 60 days from the date of any loss (the "DECISION PERIOD"), the Borrower may notify the Agent that the applicable Specified Subsidiary intends to restore, rebuild or replace the property subject to any insurance payment or condemnation award and shall, as soon as practicable thereafter, provide the Agent detailed information, including a construction schedule and cost estimates. Should a Default occur at any time during the Decision Period, should the Borrower notify the Agent that the applicable Specified Subsidiary has decided not to rebuild or replace such property during the Decision Period, or should the Borrower fail to notify the Agent of the Borrower's or the applicable Specified Subsidiary's decision during the Decision Period, then the amounts held as cash collateral pursuant to this SECTION 6.2(G) or as the Decision Reserve shall upon the Required Lenders' direction be applied as a mandatory prepayment of the Term Loans and Acquisition Loans pursuant to SECTION 2.5(B)(i)(e), prior to the Conversion Date to the unpaid installments of the Borrower's Term Loans in inverse order of maturity and after the Conversion Date, ratably to the unpaid installments of the Term Loans and Acquisition Loans in the inverse order of maturity. Proceeds held as cash collateral pursuant to this SECTION 6.2(G) or constituting the Decision Reserve shall be held by Landlord disbursed as Escrowed Proceeds and applied to reimburse Tenant payments for the actual cost of the repairrestoration, restoration rebuilding or replacement of such property become due; PROVIDED, HOWEVER, should a Default occur after the Leased PropertyBorrower has notified the Agent that its Specified Subsidiary intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral may, or shall, upon the Required Lenders' direction, be applied as a mandatory prepayment of the Term Loans or Acquisition Loans as set forth above. HoweverUpon completion of the restoration, any Remaining rebuilding or replacement of such property, the unused proceeds shall constitute Net Cash Proceeds not needed for such purpose of an Asset Sale and shall be applied by Landlord as Qualified Payments after Tenant notifies Landlord that they are not needed for repairs, restoration or replacement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, then Landlord shall be entitled to receive and collect insurance or condemnation proceeds payable with respect to the Leased Property, and either, at the discretion of Landlord, (A) hold such proceeds as Escrowed Proceeds until paid to Tenant as reimbursement for the actual and reasonable cost of repairing, restoring or replacing the Leased Property when Tenant has completed such repair, restoration or replacement, or (B) apply such proceeds (net a mandatory prepayment of the deductions described in clause (i) above) as Qualified PaymentsTerm Loans and Acquisition Loans pursuant to SECTION 2.5(B).