Common use of Insurance and Condemnation Proceeds Clause in Contracts

Insurance and Condemnation Proceeds. Subject to the rights of Lenders under any Floor Plan Indebtedness to receive and/or apply any insurance proceeds for any loss with respect to the Collateral, the Borrower shall direct (and, if applicable, 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 Collateral 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 Lenders); provided, however, in the event that such proceeds or award are less than $500,000.00 ("Excluded Proceeds"), unless an Event of Default shall have occurred and be continuing, the 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 the Agent (for the benefit of the Lenders) as loss payee, which endorsement shall be in form and substance acceptable to the Agent and shall provide for all losses with respect to the Collateral to be paid on behalf of Agent and the applicable Transaction Party as their respective interests may appear and each policy for property damage insurance shall provide for all losses to be paid directly to the Agent. Each such policy shall in addition (i) name the applicable Transaction Party and the Agent (for the benefit of the Lenders) as insured parties thereunder (without any representation or warranty by or obligation upon the Agent) as their interests may appear, (ii) contain the agreement by the insurer that any loss thereunder shall be payable to the Agent (for the benefit of the Lenders) notwithstanding any action, inaction or breach of representation or warranty by the Transaction Party, (iii) provide that there shall be no recourse against the Agent or the Lenders for payment of premiums or other amounts with respect thereto and (iv) provide that at least ten days' prior written notice of cancellation or of lapse shall be given to Agent by the insurer. Each Transaction Party shall, if so requested by the Agent, deliver to the Agent original or duplicate policies of such insurance and, as often as the Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance. Further each Transaction Party shall, at the request of the Agent, duly execute and deliver instruments of assignment of such insurance policies to comply with the requirements of Section 5.2 (N) and cause the insurers to acknowledge notice of such assignment. The Agent shall, 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 "Decision 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 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 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 5.2(G) or as the 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 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. Subject to the rights of Lenders under any Floor Plan Indebtedness to receive and/or apply any insurance proceeds for any loss with respect to the Collateral, the The Borrower shall direct 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 payors of any condemnation claim or award relating to the Collateral 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 (Agent, for the benefit of the Lenders)Agent and the Holders of the Secured Obligations; provided, however, in so long as no Designated Default shall have occurred and be continuing or unless as a result thereof the event that Borrower would be required pursuant to the terms of the Indenture to make an offer to holders of the Senior Subordinated Notes to purchase any of the outstanding principal thereunder, the Agent shall remit such proceeds to the Borrower; provided, however, that for up to 180 days from the date of any loss, the Borrower shall commit such proceeds to restore, rebuild or award replace the property subject to any insurance payment or condemnation award; and, provided, further, that at the end of such 180 day period the Borrower shall remit to the Agent any proceeds (other than proceeds that are less than $500,000.00 2,500,000 in connection with any single insurable event ("Excluded Proceeds"), unless an Event of Default shall have occurred and be continuing, the Agent shall remit such Excluded Proceeds ) not committed according to the Borrower or Subsidiarypreceding proviso, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Agent (for the benefit of the Lenders) as loss payee, which endorsement shall be in form and substance acceptable to the Agent and shall provide for all losses with respect to the Collateral to be paid on behalf of Agent and the applicable Transaction Party as their respective interests may appear and each policy for property damage insurance shall provide for all losses to be paid directly to the Agent. Each such policy shall in addition (i) name the applicable Transaction Party and the Agent (for the benefit of the Lenders) as insured parties thereunder (without any representation or warranty by or obligation upon the Agent) as their interests may appear, (ii) contain the agreement by the insurer that any loss thereunder shall be payable to the Agent (for the benefit of the Lenders) notwithstanding any action, inaction or breach of representation or warranty by the Transaction Party, (iii) provide that there shall be no recourse against the Agent or the Lenders for payment of premiums or other amounts with respect thereto and (iv) provide that at least ten days' prior written notice of cancellation or of lapse shall be given to Agent by the insurer. Each Transaction Party shall, if so requested by the Agent, deliver to the Agent original or duplicate policies of such insurance and, as often as the Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance. Further each Transaction Party shall, at the request of the Agent, duly execute and deliver instruments of assignment of such insurance policies to comply with the requirements of Section 5.2 (N) and cause the insurers to acknowledge notice of such assignment. The Agent shall, 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 Loans outstanding at the time of such receipt and create a corresponding reserve against the Commitment Revolving Credit Availability in an amount equal to such application (the "Decision Reserve") or hold them as cash Collateral collateral for the Obligations Obligations. Each such policy shall contain a long-form loss-payable endorsement naming the Agent as loss payee, which endorsement shall be in an interest bearing accountform and substance acceptable to the Agent. For up to 150 180 days from the date of any loss the Borrower remitting such proceeds to the Agent (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 an Event of 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 5.2(G6.2(G) or as the Decision Reserve shall upon the Required Lenders' direction be applied as a mandatory prepayment Designated Prepayment of the Advances Obligations pursuant to Section 2.2(B2.5(B). Proceeds held as cash collateral pursuant to this Section 5.2(G6.2(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 a Default occur after the Borrower has notified the Agent that it intends to rebuild or replace the property, the Decision Reserve or amounts held as cash collateral shall may, or shall, upon the Required Lenders' direction, be applied as a mandatory prepayment Designated Prepayment of the Advances Obligations pursuant to Section 2.2(B2.5(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the AdvancesObligations, the Borrower shall be deemed to have requested Advances Revolving Loans in an amount equal to the Decision Reserve, and such Advances Loans shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in Article IIIIV. Upon completion of the restoration, rebuilding or replacement of such property, the unused proceeds shall constitute net cash proceeds Net Cash Proceeds of an Asset Sale and shall be applied as a mandatory prepayment Designated Prepayment of the Advances Term Loans pursuant to Section 2.2(B2.5(B).

Insurance and Condemnation Proceeds. Subject to The Borrowers or the rights Parent, as applicable, having directed, or having caused Subsidiaries of Lenders under any Floor Plan Indebtedness to receive and/or apply any insurance proceeds for any loss with respect to the Parent whose property or interests in property comprise part of the Collateral, the Borrower shall direct (and, if applicable, shall cause its Subsidiaries to direct) direct all insurers under policies of property Property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the Collateral Property to pay all proceeds payable under such policies or with respect to such claim or award directly to the Agent (Agent, for the benefit of the Lenders); providedHolders, howeverthe Borrowers and Parent hereby agree that, in the event that no case shall such proceeds or award are less than $500,000.00 ("Excluded Proceeds"), unless an Event of Default shall have occurred and be continuing, the Agent shall remit such Excluded Proceeds payable to the Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Agent (for the benefit of the Lendersany Borrower(s) as loss payee, which endorsement shall be in form and substance acceptable to the Agent and shall provide for all losses with respect to the Collateral to be paid on behalf of Agent and the applicable Transaction Party as their respective interests may appear and each policy for property damage insurance shall provide for all losses to be paid directly to the Agent. Each such policy shall in addition (i) name the applicable Transaction Party and the Agent (for the benefit of the Lenders) as insured parties thereunder (without or to any representation or warranty by or obligation upon Guarantor and the Agent) as their interests may appear, (ii) contain the agreement by the insurer that any loss thereunder shall be payable to the Agent (for the benefit of the Lenders) notwithstanding any action, inaction or breach of representation or warranty by the Transaction Party, (iii) provide that there shall be no recourse against the Agent or the Lenders for payment of premiums or other amounts with respect thereto and (iv) provide that at least ten days' prior written notice of cancellation or of lapse shall be given to Agent by the insurer. Each Transaction Party shall, if so requested by the Agent, deliver to the Agent original or duplicate policies of such insurance and, as often as the Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance. Further each Transaction Party shall, at the request of the Agent, duly execute and deliver instruments of assignment of such insurance policies to comply with the requirements of Section 5.2 (N) and cause the insurers to acknowledge notice of such assignment. The Agent shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's directionproceeds, either apply the same to the principal amount all of the Advances outstanding at proceeds so received in repayment of the time Obligations in the manner set forth in Section 4.01(b)(vi)(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 (i) is less than $500,000, Agent shall, upon receipt of such proceeds and provided that no Event of Default or Potential Event of Default shall have occurred and continue unwaived, remit the amount so received to a Borrower or a Guarantor, as applicable or (ii) constitutes Replacement Proceeds, Agent shall, upon receipt of such proceeds and create a corresponding reserve against provided that no Event of Default or Potential Event of Default shall have occurred and continue unwaived, hold the Commitment in an amount equal to such application (the "Decision Reserve") or hold them so received as cash Cash Collateral for the Obligations in an interest bearing account. For up Obligations, subject to 150 days a Borrower's or a Guarantor's, as applicable, right to withdraw amounts from the date of any loss (the "Decision Period"), the Borrower may notify Agent that it intends such Cash Collateral upon its request therefor to restore, rebuild or replace the property Property subject to any such insurance payment or condemnation award. Notwithstanding the foregoing, in the case of an insurance payment or condemnation award and shallin an amount greater than $1,000,000, if (i) the Agent receives notice from a Borrower that it or a Guarantor, as soon as practicable thereafterapplicable, provide Agent detailed informationdoes not intend to restore, 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 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 5.2(G) or as the 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 Agent that it intends to rebuild or replace the propertyProperty subject to such insurance payment or condemnation award, (ii) the Decision Reserve applicable Borrower or amounts held as cash collateral shall be applied as a mandatory prepayment Guarantor fails to replace or commence the restoration or rebuilding of such Property within six (6) months after the Agent's receipt 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 Advancesproceeds of such insurance payment or condemnation award, 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 or (iii) upon completion of the restoration, rebuilding or replacement of such propertyProperty, 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 clauses (i) or (ii) above, all such proceeds, and (y) upon the occurrence of either of the events described in clause (iii) above, such excess, shall constitute net cash proceeds Net Cash Proceeds of an Asset Sale received by a Borrower or a Guarantor and shall be applied as a mandatory prepayment of to the Advances Obligations pursuant to the terms of Section 2.2(B4.01(b).

Insurance and Condemnation Proceeds. Subject to the rights of Lenders under any Floor Plan Indebtedness to receive and/or apply any insurance proceeds for any loss with respect to the Collateral, the Borrower shall direct The Company hereby directs (and, if applicable, shall cause its Domestic Subsidiaries to direct) all insurers under policies of property damage, Property damage and boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the Collateral Property of the Company and its Domestic Subsidiaries to pay all proceeds payable under such policies or with respect to such claim or award for any loss directly to the Agent (Administrative Agent, for the benefit of the Lenders); providedAdministrative Agent, howeverthe Co-Agents, the Issuing Banks, the Lenders and the other Holders, 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 Capital Lease permitted under Section 9.01(vi) or any Operating Lease permitted hereunder, in the event that such proceeds or award are less than $500,000.00 ("Excluded Proceeds"), unless an Event of Default shall have occurred and be continuing, the 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 the Agent (for the benefit of the Lenders) as loss payee, which endorsement shall be in form and substance acceptable to the Agent and shall provide for all losses each case solely with respect to the Collateral to be paid on behalf of Agent Property covered by such Indebtedness, Capital Lease or Operating Lease; and the applicable Transaction Party as their respective interests may appear and each policy for property damage insurance shall provide for all losses to be paid directly in no case to the Agent. Each such policy shall in addition (i) name the applicable Transaction Party and the Agent (for the benefit Company or one or more of the Lenders) as insured parties thereunder (without any representation or warranty by or obligation upon the Agent) as their interests may appear, (ii) contain the agreement by the insurer that any loss thereunder shall be payable to the Agent (for the benefit of the Lenders) notwithstanding any action, inaction or breach of representation or warranty by the Transaction Party, (iii) provide that there shall be no recourse against the Agent or the Lenders for payment of premiums or other amounts with respect thereto and (iv) provide that at least ten days' prior written notice of cancellation or of lapse shall be given to Agent by the insurer. Each Transaction Party shall, if so requested by the Agent, deliver to the Agent original or duplicate policies of such insurance and, as often as the Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance. Further each Transaction Party shall, at the request of the Agent, duly execute and deliver instruments of assignment of such insurance policies to comply with the requirements of Section 5.2 (N) and cause the insurers to acknowledge notice of such assignmentits Subsidiaries. The Administrative Agent shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the BorrowerCompany's direction, either apply the same to the principal amount of the Advances Revolving Loans outstanding at the time of such receipt and create a corresponding reserve against the Commitment Revolving Credit Availability in an amount equal to such application (the "Decision Reserve") or hold them such proceeds as cash Cash Collateral for the Obligations Obligations; provided, however, claims and awards not in an interest bearing accountexcess of $5,000,000 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 150 180 days from after the date of any loss (the "Decision Period"), the Borrower Company may notify the Administrative Agent that it intends to restore, rebuild or replace the property Property subject to the receipt of any insurance payment or condemnation award and -107- 109 shall, as soon as practicable thereafter, provide the Administrative 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 Company notify the Administrative Agent that it has decided not to rebuild or replace such property Property during the Decision Period, or should the Borrower Company fail to notify the Administrative Agent of the BorrowerCompany's decision during the Decision Period, then the amounts held as cash collateral pursuant to this Section 5.2(G) Cash Collateral or as the Decision Reserve shall automatically be applied as a mandatory prepayment of the Advances Loans pursuant to Section 2.2(B3.01(b)(i). Proceeds 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 pursuant to this Section 5.2(G) Cash Collateral or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become duenecessary; provided, however, should a Default or an Event of Default occur after the Borrower Company has notified the Administrative Agent that it intends to rebuild or replace the propertysuch Property, the Decision Reserve or amounts held as cash collateral shall Cash Collateral may, at the Administrative Agent's discretion, or shall, upon the direction of Requisite Lenders, be applied as a mandatory prepayment of the Advances Loans pursuant to Section 2.2(B3.01(b)(i). In the event the Decision Reserve is to be used to rebuild or replace such Property or applied as a mandatory prepayment to of the AdvancesLoans, the Borrower Company shall be deemed to have requested Advances Revolving Loans in an amount equal to the Decision Reserve, and and, in the case of a mandatory prepayment of the Loans, such Advances Revolving Loans shall be made regardless of any failure of the Borrower Company to meet the conditions precedent set forth in Article IIISection 5.02. Upon completion of the restoration, rebuilding or replacement of such propertyProperty, the unused proceeds held as Cash Collateral shall constitute net cash proceeds of an Asset Sale Net Cash Proceeds and shall be applied as a mandatory prepayment of the Advances Loans pursuant to Section 2.2(B3.01(b)(i).

Insurance and Condemnation Proceeds. Subject to the rights of Lenders under any Floor Plan Indebtedness to receive and/or apply any insurance proceeds for any loss with respect to the Collateral, the Borrower shall direct The Parent Guarantor ----------------------------------- hereby directs (and, if applicable, shall cause its Subsidiaries to direct) all insurers under policies of property Property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the Collateral Property to pay all proceeds payable under such policies or with respect to such claim or award directly to the Agent (Agent, for the benefit of the Agent, the Issuing Banks and the Lenders. In no case shall such proceeds be payable to the Parent Guarantor or one or more of its Subsidiaries and the Agent. In the event proceeds of insurance received by the Agent under Property damage, boiler and machinery policies, business interruption insurance policies, or with respect to a condemnation claim or award exceed $200,000 and do not constitute Replacement Proceeds, 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 4.1(b)(vi)(B). Notwithstanding the foregoing, in the event --------------------- proceeds of insurance received by the Agent under property damage, boiler and machinery policies or business interruption insurance policies (i) is less than $200,000 or (ii) constitutes Replacement Proceeds, the Agent shall, upon receipt of such proceeds, remit the amount so received to the Parent Guarantor or a Subsidiary of the Parent Guarantor, as applicable; provided, however, in the event that such proceeds case of an -------- ------- insurance payment or condemnation award are less in an amount greater than $500,000.00 200,000, if ("Excluded Proceeds"), unless an Event of Default shall have occurred and be continuing, i) the Agent shall remit such Excluded Proceeds to receives notice from the Borrower Parent Guarantor that it or its Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Agent (for the benefit of the Lenders) as loss payee, which endorsement shall be in form and substance acceptable to the Agent and shall provide for all losses with respect to the Collateral to be paid on behalf of Agent and the applicable Transaction Party as their respective interests may appear and each policy for property damage insurance shall provide for all losses to be paid directly to the Agent. Each such policy shall in addition (i) name the applicable Transaction Party and the Agent (for the benefit of the Lenders) as insured parties thereunder (without any representation or warranty by or obligation upon the Agent) as their interests may appear, (ii) contain the agreement by the insurer that any loss thereunder shall be payable to the Agent (for the benefit of the Lenders) notwithstanding any action, inaction or breach of representation or warranty by the Transaction Party, (iii) provide that there shall be no recourse against the Agent or the Lenders for payment of premiums or other amounts with respect thereto and (iv) provide that at least ten days' prior written notice of cancellation or of lapse shall be given to Agent by the insurer. Each Transaction Party shall, if so requested by the Agent, deliver to the Agent original or duplicate policies of such insurance and, as often as the Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance. Further each Transaction Party shall, at the request of the Agent, duly execute and deliver instruments of assignment of such insurance policies to comply with the requirements of Section 5.2 (N) and cause the insurers to acknowledge notice of such assignment. The Agent shall, 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 "Decision 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 Agent that it intends does not intend to restore, rebuild or replace the property Property subject to any such insurance payment or condemnation award and shallaward, as soon as practicable thereafter, provide Agent detailed information, including a construction schedule and cost estimates. Should an Event (ii) the Parent Guarantor or its applicable Subsidiary fails to replace or use its best efforts to commence the restoration or rebuilding of Default occur at any time during such Property within 180 days after 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 Agent's receipt of the Borrower's decision during the Decision Periodproceeds of such insurance payment or condemnation award, then the amounts held as cash collateral pursuant to this Section 5.2(G(iii) or as the 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 restorationon, rebuilding or replacement of such property become due; provided, however, should an Event of Default occur after the Borrower has notified the 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 propertyProperty, the unused proceeds from such insurance payment or condemnation award exceed $200,000, or (iv) such proceeds exceed $200,000, then (x) upon the occurrence of either of the events described in clauses (i) or (ii) above, all such proceeds, and (y) ----------- ---- upon the occurrence of either of the events described in clauses (iii) ------------- or (iv) above, such excess, shall constitute net cash proceeds Net Cash Proceeds of an Asset Sale ---- received by the Parent Guarantor or a Subsidiary of the Parent Guarantor and shall be applied as a mandatory prepayment of to the Advances Obligations pursuant to the terms of Section 2.2(B4.1(b).. --------------

Insurance and Condemnation Proceeds. Subject to the rights of Lenders under any Floor Plan Indebtedness to receive and/or apply any insurance proceeds for any loss with respect to the Collateral, the Each Borrower shall direct hereby directs (and, if applicable, shall cause its Restricted Subsidiaries to direct) all insurers under policies of property Property damage, boiler and machinery and business interruption insurance and payors payers of any condemnation claim or award relating to the Collateral Property to pay all proceeds payable under such policies or with respect to such claim or award for any loss directly to the Agent (Administrative Agent, for the benefit of the Lenders); provided, however, in the event that such proceeds or award are less than $500,000.00 ("Excluded Proceeds"), unless an Event of Default shall have occurred and be continuingAgents, the Agent shall remit such Excluded Proceeds Issuing Banks and the Lenders, and in no case to the any Borrower or Subsidiary, as applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Agent (for the benefit one or more of the Lenders) as loss payee, which endorsement shall be in form and substance acceptable to the Agent and shall provide for all losses with respect to the Collateral to be paid on behalf of Agent and the applicable Transaction Party as their respective interests may appear and each policy for property damage insurance shall provide for all losses to be paid directly to the Agent. Each such policy shall in addition (i) name the applicable Transaction Party and the Agent (for the benefit of the Lenders) as insured parties thereunder (without any representation or warranty by or obligation upon the Agent) as their interests may appear, (ii) contain the agreement by the insurer that any loss thereunder shall be payable to the Agent (for the benefit of the Lenders) notwithstanding any action, inaction or breach of representation or warranty by the Transaction Party, (iii) provide that there shall be no recourse against the Agent or the Lenders for payment of premiums or other amounts with respect thereto and (iv) provide that at least ten days' prior written notice of cancellation or of lapse shall be given to Agent by the insurer. Each Transaction Party shall, if so requested by the Agent, deliver to the Agent original or duplicate policies of such insurance and, as often as the Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance. Further each Transaction Party shall, at the request of the Agent, duly execute and deliver instruments of assignment of such insurance policies to comply with the requirements of Section 5.2 (N) and cause the insurers to acknowledge notice of such assignmentRestricted Subsidiaries. The Administrative Agent shall, 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 hold such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "Decision Reserve") or hold them proceeds as cash Cash Collateral for the Obligations Obligations; provided, however, that any such proceeds (a) which are part of payments with respect to a particular claim under such policies which payments do not exceed $1,000,000 in an interest bearing accountthe 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, shall be transferred by the Administrative Agent to the applicable Borrower so long as no Default or Event of Default has occurred and is continuing. For To the extent proceeds are not transferred to such Borrower pursuant to the proviso in the preceding sentence, for up to 150 180 days from the date of any loss (the "“Decision Period"”), the such Borrower may notify the Administrative Agent that it intends to restore, rebuild or replace the property 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 an Event of Default occur at any time during the Decision Period, should the such Borrower notify the Administrative Agent that it has decided not to rebuild or replace such property Property during the Decision Period, or should the such Borrower fail to notify the Administrative Agent of the such Borrower's ’s decision during the Decision Period, then the amounts held as cash collateral pursuant to this Section 5.2(G) or as the Decision Reserve Cash Collateral shall automatically be applied as a mandatory prepayment of the Advances Loans pursuant to Section 2.2(B3.1(b)(i) and Section 3.1(b)(iv). Proceeds held as cash collateral pursuant to this Section 5.2(G) or constituting the Decision Reserve Cash Collateral shall be disbursed as construction payments for restoration, rebuilding or replacement of such property become due; provided, however, should an Event of Default occur after the such Borrower has notified the Administrative Agent that it intends to rebuild or replace the propertyProperty, the Decision Reserve Cash Collateral may, at the Administrative Agent’s discretion, or amounts held as cash collateral shall shall, upon the Requisite Lenders’ direction, be applied as a mandatory prepayment of the Advances Loans pursuant to Section 2.2(B3.1(b)(i) and Section 3.1(b)(iv). 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 propertyProperty, the unused proceeds held as Cash Collateral shall constitute net cash proceeds of an Asset Sale Net Cash Proceeds and shall be applied as a mandatory prepayment of the Advances Loans pursuant to Section 2.2(B3.1(b)(i) and Section 3.1(b)(iv).. Section 8.8

Insurance and Condemnation Proceeds. Subject to The Borrowers or the rights Parent, as applicable, having directed, or having caused Subsidiaries of Lenders under any Floor Plan Indebtedness to receive and/or apply any insurance proceeds for any loss with respect to the Parent whose property or interests in property comprise part of the Collateral, the Borrower shall direct (and, if applicable, shall cause its Subsidiaries to direct) direct all insurers under policies of property Property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the Collateral Property to pay all proceeds payable under such policies or with respect to such claim or award directly to the Agent (Agent, for the benefit of the Lenders); providedHolders, howeverthe Borrowers and Parent hereby agree that, in the event that no case shall such proceeds be payable to any Borrower(s) and the Agent or award to any Guarantor and the Agent. Parent and the Borrowers shall maintain or cause the maintenance of the directions to its insurers to make such payments of insurance proceeds to the Agent as aforesaid until the Obligations are less than $500,000.00 ("Excluded Proceeds")paid in full, unless an Event of Default in cash, and shall have occurred and be continuing, cause such insurers to issue loss payable endorsements in the form delivered as required by Section 6.01(a) or such other form as the 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 the Agent (for the benefit of the Lenders) as loss payee, which endorsement shall be in form and substance acceptable to the Agent and shall provide for all losses with respect to the Collateral determine to be paid on behalf of Agent and the applicable Transaction Party as their respective interests may appear and each policy for property damage insurance shall provide for all losses acceptable from time to be paid directly to the Agent. Each such policy shall in addition (i) name the applicable Transaction Party and the Agent (for the benefit of the Lenders) as insured parties thereunder (without any representation or warranty by or obligation upon the Agent) as their interests may appear, (ii) contain the agreement by the insurer that any loss thereunder shall be payable to the Agent (for the benefit of the Lenders) notwithstanding any action, inaction or breach of representation or warranty by the Transaction Party, (iii) provide that there shall be no recourse against the Agent or the Lenders for payment of premiums or other amounts with respect thereto and (iv) provide that at least ten days' prior written notice of cancellation or of lapse shall be given to Agent by the insurer. Each Transaction Party shall, if so requested by the Agent, deliver to the Agent original or duplicate policies of such insurance and, as often as the Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance. Further each Transaction Party shall, at the request of the Agent, duly execute and deliver instruments of assignment of such insurance policies to comply with the requirements of Section 5.2 (N) and cause the insurers to acknowledge notice of such assignmenttime. The Agent shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the Borrower's directionproceeds, either apply the same to the principal amount all of the Advances outstanding at proceeds so received in repayment of the time Obligations in the manner set forth in Section 4.01(b)(vi)(A). 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 (i) is less than $500,000, Agent shall, upon receipt of such proceeds and provided that no Event of Default or Potential Event of Default shall have occurred and continue unwaived, remit the amount so received to a Borrower or a Guarantor, as applicable or (ii) constitutes Replacement Proceeds, Agent shall, upon receipt of such proceeds and create a corresponding reserve against provided that no Event of Default or Potential Event of Default shall have occurred and continue unwaived, hold the Commitment in an amount equal to such application (the "Decision Reserve") or hold them so received as cash Cash Collateral for the Obligations in an interest bearing account. For up Obligations, subject to 150 days a Borrower's or a Guarantor's, as applicable, right to withdraw amounts from the date of any loss (the "Decision Period"), the Borrower may notify Agent that it intends such Cash Collateral upon its request therefor to restore, rebuild or replace the property Property subject to any such insurance payment or condemnation award. Notwithstanding the foregoing, in the case of an insurance payment or condemnation award and shallin an amount greater than $1,000,000, if (i) the Agent receives notice from a Borrower that it or a Guarantor, as soon as practicable thereafterapplicable, provide Agent detailed informationdoes not intend to restore, 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 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 5.2(G) or as the 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 Agent that it intends to rebuild or replace the propertyProperty subject to such insurance payment or condemnation award, (ii) the Decision Reserve applicable Borrower or amounts held as cash collateral shall be applied as a mandatory prepayment Guarantor fails to replace or commence the restoration or rebuilding of such Property within six (6) months after the Agent's receipt 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 Advancesproceeds of such insurance payment or condemnation award, 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 or (iii) upon completion of the restoration, rebuilding or replacement of such propertyProperty, 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 clauses (i) or (ii) above, all such proceeds, and (y) upon the occurrence of either of the events described in clause (iii) above, such excess, shall constitute net cash proceeds Net Cash Proceeds of an Asset Sale received by a Borrower or a Guarantor and shall be applied as a mandatory prepayment of to the Advances Obligations pursuant to the terms of Section 2.2(B4.01(b).

Insurance and Condemnation Proceeds. Subject to The Borrower or the rights Parent, as applicable, having directed, or having caused Subsidiaries of Lenders under any Floor Plan Indebtedness to receive and/or apply any insurance proceeds for any loss with respect to the Parent whose property or interests in property comprise part of the Collateral, the Borrower shall direct (and, if applicable, shall cause its Subsidiaries to direct) direct all insurers under policies of property Property damage, boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the Collateral Property to pay all proceeds payable under such policies or with respect to such 106 claim or award directly to the Agent (Agent, for the benefit of the Lenders); providedHolders, howeverthe Borrower and Parent hereby agree that, in the event that no case shall such proceeds or award are less than $500,000.00 ("Excluded Proceeds"), unless an Event of Default shall have occurred and be continuing, the 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 the Agent (for the benefit of the Lenders) as loss payee, which endorsement shall be in form and substance acceptable to the Agent and shall provide for all losses with respect to the Collateral to be paid on behalf of Agent and the applicable Transaction Party as their respective interests may appear and each policy for property damage insurance shall provide for all losses to be paid directly to the Agent. Each such policy shall in addition (i) name the applicable Transaction Party and the Agent (for the benefit of the Lenders) as insured parties thereunder (without any representation or warranty by or obligation upon the Agent) as their interests may appear, (ii) contain the agreement by the insurer that any loss thereunder shall be payable to the Agent (for the benefit of the Lenders) notwithstanding any action, inaction or breach of representation or warranty by the Transaction Party, (iii) provide that there shall be no recourse against Borrower AND the Agent or the Lenders for payment of premiums or other amounts with respect thereto and (iv) provide that at least ten days' prior written notice of cancellation or of lapse shall be given to Agent by the insurer. Each Transaction Party shall, if so requested by any Guarantor AND the Agent, deliver to the Agent original or duplicate policies of such insurance and, as often as the Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance. Further each Transaction Party shall, at the request of the Agent, duly execute and deliver instruments of assignment of such insurance policies to comply with the requirements of Section 5.2 (N) and cause the insurers to acknowledge notice of such assignment. 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 (other i) is less than Excluded $500,000, Agent shall, upon receipt of such proceeds and PROVIDED THAT no Event of Default or Potential Event of Default shall have occurred and continue unwaived, remit the amount so received to the Borrower or a Guarantor, as applicable or (ii) constitutes Replacement Proceeds) , Agent shall, upon receipt of such proceeds and at PROVIDED THAT no Event of Default or Potential Event of Default shall have occurred and continue unwaived, hold the amount so received as Cash Collateral for the Obligations, subject to the Borrower's directionor a Guarantor's, either apply the same as applicable, right to the principal amount of the Advances outstanding at the time of withdraw amounts from such receipt and create a corresponding reserve against the Commitment in an amount equal to such application (the "Decision Reserve") or hold them as cash 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 upon its request therefor to restore, rebuild or replace the property Property subject to any such insurance payment or condemnation award. Notwithstanding the foregoing, in the case of an insurance payment or condemnation award and shallin an amount greater than $1,000,000, if (i) the Agent receives notice from the Borrower that it or a Guarantor, as soon as practicable thereafterapplicable, provide Agent detailed informationdoes not intend to restore, 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 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 5.2(G) or as the 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 Agent that it intends to rebuild or replace the propertyProperty subject to such insurance payment or condemnation award, (ii) the Decision Reserve Borrower or amounts held as cash collateral shall be applied as a mandatory prepayment the applicable Guarantor fails to replace or commence the restoration or rebuilding of such Property within six months after the Agent's receipt 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 Advancesproceeds of such insurance payment or condemnation award, 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 or (iii) upon completion of the restoration, rebuilding or replacement of such propertyProperty, 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 CLAUSES (i) or (ii) above, all such proceeds, and (y) upon the occurrence of either of the events described in CLAUSE (iii) above, such excess, shall constitute net cash proceeds Net Cash Proceeds of an Asset Sale received by the Borrower or a Guarantor and shall be applied as a mandatory prepayment of to the Advances Obligations pursuant to Section 2.2(Bthe terms of SECTION 4.01(b).

Insurance and Condemnation Proceeds. Subject to the rights of Lenders under any Floor Plan Indebtedness to receive and/or apply any insurance proceeds for any loss with respect to the Collateral, the The Borrower shall direct directs (and, if applicable, 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 Collateral 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 Lenders); provided, however, in the event that such proceeds or award are less than $500,000.00 250,000.00 ("Excluded Proceeds"), unless an Event of Default shall have occurred and be 49 Credit Agreement continuing, the 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 the Agent (for the benefit of the Lenders) as loss payee, which endorsement shall be in form and substance acceptable to the Agent and shall provide for all losses with respect to the Collateral to be paid on behalf of Agent and the applicable Transaction Party as their respective interests may appear and each policy for property damage insurance shall provide for all losses to be paid directly to the Agent. Each such policy shall in addition (i) name the applicable Transaction Party and the Agent (for the benefit of the Lenders) as insured parties thereunder (without any representation or warranty by or obligation upon the Agent) as their interests may appear, (ii) contain the agreement by the insurer that any loss thereunder shall be payable to the Agent (for the benefit of the Lenders) notwithstanding any action, inaction or breach of representation or warranty by the Transaction Party, (iii) provide that there shall be no recourse against the Agent or the Lenders for payment of premiums or other amounts with respect thereto and (iv) provide that at least ten days' prior written notice of cancellation or of lapse shall be given to Agent by the insurer. Each Transaction Party shall, if so requested by the Agent, deliver to the Agent original or duplicate policies of such insurance and, as often as the Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance. Further each Transaction Party shall, at the request of the Agent, duly execute and deliver instruments of assignment of such insurance policies to comply with the requirements of Section 5.2 (N) and cause the insurers to acknowledge notice of such assignment. The Agent shall, 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 "Decision Reserve") or hold them as cash Collateral 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 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 5.2(G) or as the 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 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. Subject to the rights of Lenders under any Floor Plan Indebtedness to receive and/or apply any insurance proceeds for any loss with respect to the Collateral, the Borrower shall direct The Company hereby directs (and, if applicable, shall cause its Domestic Subsidiaries to direct) all insurers under policies of property damage, Property damage and boiler and machinery and business interruption insurance and payors of any condemnation claim or award relating to the Collateral Property of the Company and its Domestic Subsidiaries to pay all proceeds payable under such policies or with respect to such claim or award for any loss directly to the Agent (Administrative Agent, for the benefit of the Lenders); providedAdministrative Agent, howeverthe CoAgents, the Issuing Banks, the Lenders and the other Holders, 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 Capital Lease permitted under Section 9.01(vi) or any Operating Lease permitted hereunder, in the event that such proceeds or award are less than $500,000.00 ("Excluded Proceeds"), unless an Event of Default shall have occurred and be continuing, the 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 the Agent (for the benefit of the Lenders) as loss payee, which endorsement shall be in form and substance acceptable to the Agent and shall provide for all losses each case solely with respect to the Collateral to be paid on behalf of Agent Property covered by such Indebtedness, Capital Lease or Operating Lease; and the applicable Transaction Party as their respective interests may appear and each policy for property damage insurance shall provide for all losses to be paid directly in no case to the Agent. Each such policy shall in addition (i) name the applicable Transaction Party and the Agent (for the benefit Company or one or more of the Lenders) as insured parties thereunder (without any representation or warranty by or obligation upon the Agent) as their interests may appear, (ii) contain the agreement by the insurer that any loss thereunder shall be payable to the Agent (for the benefit of the Lenders) notwithstanding any action, inaction or breach of representation or warranty by the Transaction Party, (iii) provide that there shall be no recourse against the Agent or the Lenders for payment of premiums or other amounts with respect thereto and (iv) provide that at least ten days' prior written notice of cancellation or of lapse shall be given to Agent by the insurer. Each Transaction Party shall, if so requested by the Agent, deliver to the Agent original or duplicate policies of such insurance and, as often as the Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance. Further each Transaction Party shall, at the request of the Agent, duly execute and deliver instruments of assignment of such insurance policies to comply with the requirements of Section 5.2 (N) and cause the insurers to acknowledge notice of such assignmentits Subsidiaries. The Administrative Agent shall, upon receipt of such proceeds (other than Excluded Proceeds) and at the BorrowerCompany's direction, either apply the same to the principal amount of the Advances Revolving Loans outstanding at the time of such receipt and create a corresponding reserve against the Commitment Revolving Credit Availability in an amount equal to such application (the "Decision Reserve") or hold them such proceeds as cash Cash Collateral for the Obligations Obligations; provided, however, claims and awards not in an interest bearing accountexcess of $5,000,000 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 150 180 days from after the date of any loss (the "Decision Period"), the Borrower Company may notify the Administrative Agent that it intends to restore, rebuild or replace the property 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 an Event of Default occur at any time during the Decision Period, should the Borrower Company notify the Administrative Agent that it has decided not to rebuild or replace such property Property during the Decision Period, or should the Borrower Company fail to notify the Administrative Agent of the BorrowerCompany's decision during the Decision Period, then the amounts held as cash collateral pursuant to this Section 5.2(G) Cash Collateral or as the Decision Reserve shall automatically be applied as a mandatory prepayment of the Advances Loans pursuant to Section 2.2(B3.01(b)(i). Proceeds 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 pursuant to this Section 5.2(G) Cash Collateral or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become duenecessary; provided, however, should a Default or an Event of Default occur after the Borrower Company has notified the Administrative Agent that it intends to rebuild or replace the propertysuch Property, the Decision Reserve or amounts held as cash collateral shall Cash Collateral may, at the Administrative Agent's discretion, or shall, upon the direction of Requisite Lenders, be applied as a mandatory prepayment of the Advances Loans pursuant to Section 2.2(B3.01(b)(i). In the event the Decision Reserve is to be used to rebuild or replace such Property or applied as a mandatory prepayment to of the AdvancesLoans, the Borrower Company shall be deemed to have requested Advances Revolving Loans in an amount equal to the Decision Reserve, and and, in the case of a mandatory prepayment of the Loans, such Advances Revolving Loans shall be made regardless of any failure of the Borrower Company to meet the conditions precedent set forth in Article IIISection 5.02. Upon completion of the restoration, rebuilding or replacement of such propertyProperty, the unused proceeds held as Cash Collateral shall constitute net cash proceeds of an Asset Sale Net Cash Proceeds and shall be applied as a mandatory prepayment of the Advances Loans pursuant to Section 2.2(B3.01(b)(i).