Common use of Insurance and Condemnation Proceeds Clause in Contracts

Insurance and Condemnation Proceeds. The Borrower 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 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, so long as no Designated Default shall have occurred and be continuing or unless as a result thereof the 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 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 $2,500,000 in connection with any single insurable event ("Excluded Proceeds")) not committed according to the preceding proviso, and the Agent shall, upon receipt of such 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 "Decision Reserve") or hold them as cash collateral for the Obligations. Each such policy shall contain a long-form loss-payable endorsement naming the Agent as loss payee, which endorsement shall be in form and substance acceptable to the Agent. For up to 180 days from the date of 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 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 Designated Prepayment of the Obligations 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 disbursed as payments for restoration, rebuilding or replacement of such property become due; provided, however, should 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 may, or shall, upon the Required Lenders' direction, be applied as a Designated Prepayment of the Obligations pursuant to Section 2.5(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Obligations, 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 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 of an Asset Sale and shall be applied as a Designated Prepayment of the Term Loans pursuant to Section 2.5(B).

Insurance and Condemnation Proceeds. The 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 directs shall direct (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 property Collateral 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 Agent and the Holders of the Secured ObligationsLenders); provided, however, so long as no Designated 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 or unless as a result thereof the 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 thereundercontinuing, the Agent shall remit such proceeds Excluded Proceeds to the Borrower; providedBorrower or Subsidiary, howeveras applicable. Each such policy shall contain a long-form loss-payable endorsement naming the Agent (for the benefit of the Lenders) as loss payee, that for up to 180 days from the date of any loss, the Borrower which endorsement shall commit such proceeds to restore, rebuild or 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 be in form and substance acceptable to the Agent any proceeds (other than proceeds that are less than $2,500,000 in connection and shall provide for all losses with any single insurable event ("Excluded Proceeds")) not committed according respect to the preceding proviso, 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 Loans Advances outstanding at the time of such receipt and create a corresponding reserve against Revolving Credit Availability the Commitment in an amount equal to such application (the "Decision Reserve") or hold them as cash collateral Collateral for the Obligations. Each such policy shall contain a long-form loss-payable endorsement naming the Agent as loss payee, which endorsement shall be Obligations in form and substance acceptable to the Agentan interest bearing account. For up to 180 150 days from the date of the Borrower remitting such proceeds to the Agent 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 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 6.2(G5.2(G) or as the Decision Reserve shall upon the Required Lenders' direction be applied as a Designated Prepayment mandatory prepayment of the Obligations Advances pursuant to Section 2.5(B2.2(B). Proceeds held as cash collateral pursuant to this Section 6.2(G5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; provided, however, should a 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 may, or shall, upon the Required Lenders' direction, shall be applied as a Designated Prepayment mandatory prepayment of the Obligations Advances pursuant to Section 2.5(B2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the ObligationsAdvances, the Borrower shall be deemed to have requested Revolving Loans Advances in an amount equal to the Decision Reserve, and such Loans Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in Article IVIII. 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 Designated Prepayment mandatory prepayment of the Term Loans Advances pursuant to Section 2.5(B2.2(B).

Insurance and Condemnation Proceeds. The Borrower Company hereby directs (and, if applicable, shall cause its Restricted 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 property 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 with respect to the Collateral directly to the Administrative Agent, for the benefit of the Agent Administrative Agent, the CoAgents, the Issuing Banks, the Lenders and the Holders of other Holders, except to the Secured Obligations; providedextent such proceeds, however, so long as no Designated Default shall have occurred and claims or awards are required to be continuing or unless as a result thereof the Borrower would be required paid to alternate loss payees pursuant to the terms of the Indenture to make an offer to holders of the Senior Subordinated Notes to any purchase money Indebtedness or Capital Lease permitted under Section 9.01(vi) or any of the outstanding principal thereunderOperating Lease permitted hereunder, the Agent shall remit such proceeds in each case solely with respect to the BorrowerProperty covered by such Indebtedness, Capital Lease or Operating Lease; provided, however, that for up to 180 days from the date of any loss, the Borrower shall commit such proceeds to restore, rebuild or 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 and in no case to the Agent any proceeds (other than proceeds that are less than $2,500,000 in connection with any single insurable event ("Excluded Proceeds")) not committed according to the preceding proviso, and the Company or one or more of its Subsidiaries. The Administrative Agent shall, upon receipt of such proceeds and at the BorrowerCompany's direction, either 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 "Decision Reserve") or hold them such proceeds as cash collateral Cash Collateral for the Obligations. Each such policy shall contain a long-form loss-payable endorsement naming the Agent as loss payee; provided, which endorsement however, claims and awards not in excess of $5,000,000 per occurrence or (series of related occurrences) shall be in form and substance acceptable remitted to the Company within a reasonable time following the Administrative Agent's receipt thereof. For up to 180 days from after the date of the Borrower remitting such proceeds to the Agent 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 a 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 6.2(G) Cash Collateral or as the Decision Reserve shall upon the Required Lenders' direction automatically be applied as a Designated Prepayment mandatory prepayment of the Obligations Loans pursuant to Section 2.5(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 6.2(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 Cash Collateral may, at the Administrative Agent's discretion, or shall, upon the Required direction of Requisite Lenders' direction, be applied as a Designated Prepayment mandatory prepayment of the Obligations Loans pursuant to Section 2.5(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 ObligationsLoans, the Borrower Company shall be deemed to have requested Revolving Loans in an amount equal to the Decision Reserve, and and, in the case of a mandatory prepayment of the Loans, such Revolving Loans shall be made regardless of any failure of the Borrower Company to meet the conditions precedent set forth in Article IVSection 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 and shall be applied as a Designated Prepayment mandatory prepayment of the Term Loans pursuant to Section 2.5(B3.01(b)(i).

Insurance and Condemnation Proceeds. The Borrower directs (andBorrowers or the Parent, as applicable, having directed, or having caused Subsidiaries of the Parent whose property or interests in property comprise part of the Collateral, if applicable, shall cause its Restricted 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 property 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 Holders, the Borrowers and Parent hereby agree that, in no case shall such proceeds be payable to any Borrower(s) and the Holders Agent or to any Guarantor and the Agent. The Agent shall, upon receipt of such proceeds, apply all of the Secured Obligations; provided, however, proceeds so long as no Designated Default shall have occurred and be continuing or unless as a result thereof the Borrower would be required pursuant to the terms received in repayment of the Indenture to make an offer to holders Obligations in the manner set forth in Section 4.01(b)(vi)(B). Notwithstanding the foregoing, in the event proceeds of the Senior Subordinated Notes to purchase any of the outstanding principal thereunder, insurance or condemnation claims or awards received by the Agent shall remit such proceeds to the Borrower; providedunder property damage, however, that for up to 180 days from the date of any loss, the Borrower shall commit such proceeds to restore, rebuild boiler and machinery policies or replace the property subject to any business interruption 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 policies (other than proceeds that are i) is less than $2,500,000 in connection with any single insurable event ("Excluded Proceeds")) not committed according to the preceding proviso500,000, and the 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, remit the Borrower's directionamount so received to a Borrower or a Guarantor, either apply the same to the principal amount of the Loans outstanding at the time as applicable or (ii) constitutes Replacement Proceeds, Agent shall, upon receipt of such receipt proceeds and create a corresponding reserve against Revolving Credit Availability in an provided that no Event of Default or Potential Event of Default shall have occurred and continue unwaived, hold the amount equal to such application (the "Decision Reserve") or hold them so received as cash collateral Cash Collateral for the Obligations. Each , subject to a Borrower's or a Guarantor's, as applicable, right to withdraw amounts from such policy shall contain a long-form loss-payable endorsement naming the Agent as loss payee, which endorsement shall be in form and substance acceptable to the Agent. For up to 180 days from the date of the Borrower remitting such proceeds to the Agent (the "Decision Period"), the Borrower may notify the Agent that it intends 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 the Agent detailed informationdoes not intend to restore, 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 Designated Prepayment of the Obligations 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 disbursed as payments for restoration, rebuilding or replacement of such property become due; provided, however, should a 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 mayGuarantor fails to replace or commence the restoration or rebuilding of such Property within six (6) months after the Agent's receipt of the proceeds of such insurance payment or condemnation award, or shall, (iii) upon the Required Lenders' direction, be applied as a Designated Prepayment of the Obligations pursuant to Section 2.5(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Obligations, 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 failure of the Borrower to meet the conditions precedent set forth in Article IV. 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 of an Asset Sale received by a Borrower or a Guarantor and shall be applied as a Designated Prepayment of to the Term Loans Obligations pursuant to the terms of Section 2.5(B4.01(b).

Insurance and Condemnation Proceeds. The Each Borrower 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 property 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 Administrative Agent, for the benefit of the Agent Agents, the Issuing Banks and the Holders 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 Secured 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 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, shall be transferred by the Administrative Agent to the applicable Borrower so long as no Designated Default shall have or Event of Default has occurred and be continuing or unless as a result thereof is continuing. To the extent proceeds are not transferred to such Borrower would be required pursuant to the terms of proviso in the Indenture to make an offer to holders of the Senior Subordinated Notes to purchase any of the outstanding principal thereunderpreceding sentence, 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 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 $2,500,000 in connection with any single insurable event ("Excluded Proceeds")) not committed according to the preceding proviso, and the Agent shall, upon receipt of such 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 loss (the "Decision Reserve") or hold them as cash collateral for the Obligations. Each such policy shall contain a long-form loss-payable endorsement naming the Agent as loss payee, which endorsement shall be in form and substance acceptable to the Agent. For up to 180 days from the date of the Borrower remitting such proceeds to the Agent (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 a 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 6.2(G) or as the Decision Reserve Cash Collateral shall upon the Required Lenders' direction automatically be applied as a Designated Prepayment mandatory prepayment of the Obligations Loans pursuant to Section 2.5(B3.1(b)(i) and Section 3.1(b)(iv). Proceeds held as cash collateral pursuant to this Section 6.2(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 a 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 or amounts held as cash collateral Cash Collateral may, at the Administrative Agent’s discretion, or shall, upon the Required Requisite Lenders' ’ direction, be applied as a Designated Prepayment mandatory prepayment of the Obligations Loans pursuant to Section 2.5(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 Obligations, 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 failure of the Borrower to meet the conditions precedent set forth in Article IV. 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 and shall be applied as a Designated Prepayment mandatory prepayment of the Term Loans pursuant to Section 2.5(B3.1(b)(i) and Section 3.1(b)(iv).. Section 8.8

Insurance and Condemnation Proceeds. The Borrower Parent Guarantor ----------------------------------- 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 of any condemnation claim or award relating to the property 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 Agent, the Issuing Banks and the Holders of the Secured Obligations; provided, however, so long as Lenders. In no Designated Default case shall have occurred and such proceeds be continuing or unless as a result thereof the Borrower would be required pursuant payable to the terms Parent Guarantor or one or more of its Subsidiaries and the Indenture to make an offer to holders Agent. In the event proceeds of the Senior Subordinated Notes to purchase any of the outstanding principal thereunder, insurance received by the Agent shall remit such proceeds under Property damage, boiler and machinery policies, business interruption insurance policies, or with respect to the Borrower; provideda condemnation claim or award exceed $200,000 and do not constitute Replacement Proceeds, however, that for up to 180 days from the date of any loss, the Borrower shall commit such proceeds to restore, rebuild or 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 $2,500,000 in connection with any single insurable event ("Excluded Proceeds")) not committed according to the preceding proviso, and 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 at machinery policies or business interruption insurance policies (i) is less than $200,000 or (ii) constitutes Replacement Proceeds, the Borrower's directionAgent shall, either apply upon receipt of such proceeds, remit the same amount so received to the principal amount Parent Guarantor or a Subsidiary of the Loans outstanding at Parent Guarantor, as applicable; provided, however, in the time case of such receipt and create a corresponding reserve against Revolving Credit Availability an -------- ------- insurance payment or condemnation award in an amount equal to such application greater than $200,000, if (the "Decision Reserve"i) or hold them as cash collateral for the Obligations. Each such policy shall contain a long-form loss-payable endorsement naming the Agent as loss payee, which endorsement shall be in form and substance acceptable to the Agent. For up to 180 days receives notice from the date of the Borrower remitting such proceeds to the Agent (the "Decision Period"), the Borrower may notify the Agent Parent Guarantor that it intends or its Subsidiary, as applicable, 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 (ii) the Agent detailed information, including a construction schedule and cost estimates. Should a Default occur at any time during Parent Guarantor or its applicable Subsidiary fails to replace or use its best efforts to commence the Decision Period, should restoration or rebuilding of such Property within 180 days after 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 6.2(G(iii) or as the Decision Reserve shall upon the Required Lenders' direction be applied as a Designated Prepayment of the Obligations 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 disbursed as payments for restorationon, rebuilding or replacement of such property become due; provided, however, should 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 may, or shall, upon the Required Lenders' direction, be applied as a Designated Prepayment of the Obligations pursuant to Section 2.5(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Obligations, 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 failure of the Borrower to meet the conditions precedent set forth in Article IV. 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 of an Asset Sale ---- received by the Parent Guarantor or a Subsidiary of the Parent Guarantor and shall be applied as a Designated Prepayment of to the Term Loans Obligations pursuant to the terms of Section 2.5(B4.1(b).. --------------

Insurance and Condemnation Proceeds. The Borrower 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 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 Agent and the Holders of the Secured ObligationsLenders); provided, however, so long as no Designated in the event that such proceeds or award are less than $250,000.00 ("Excluded Proceeds"), unless an Event of Default shall have occurred and be continuing or unless as a result thereof the 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 thereunder49 Credit Agreement continuing, the Agent shall remit such proceeds Excluded Proceeds to the Borrower; providedBorrower or Subsidiary, howeveras applicable. Each such policy shall contain a long-form loss-payable endorsement naming Agent (for the benefit of the Lenders) as loss payee, that for up which endorsement shall be in form and substance acceptable to 180 days from the date of any loss, the Borrower shall commit such proceeds to restore, rebuild or 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 $2,500,000 in connection with any single insurable event ("Excluded Proceeds")) not committed according to the preceding proviso, and the Agent. 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 Loans Advances outstanding at the time of such receipt and create a corresponding reserve against Revolving Credit Availability the Commitment in an amount equal to such application (the "Decision Reserve") or hold them as cash collateral for the Obligations. Each such policy shall contain a long-form loss-payable endorsement naming the Agent as loss payee, which endorsement shall be Obligations in form and substance acceptable to the Agentan interest bearing account. For up to 180 150 days from the date of the Borrower remitting such proceeds to the Agent 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 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 6.2(G5.2(G) or as the Decision Reserve shall upon the Required Lenders' direction be applied as a Designated Prepayment mandatory prepayment of the Obligations Advances pursuant to Section 2.5(B2.2(B). Proceeds held as cash collateral pursuant to this Section 6.2(G5.2(G) or constituting the Decision Reserve shall be disbursed as payments for restoration, rebuilding or replacement of such property become due; provided, however, should a 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 may, or shall, upon the Required Lenders' direction, shall be applied as a Designated Prepayment mandatory prepayment of the Obligations Advances pursuant to Section 2.5(B2.2(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the ObligationsAdvances, the Borrower shall be deemed to have requested Revolving Loans Advances in an amount equal to the Decision Reserve, and such Loans Advances shall be made regardless of any failure of the Borrower to meet the conditions precedent set forth in Article IVIII. 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 Designated Prepayment mandatory prepayment of the Term Loans Advances pursuant to Section 2.5(B2.2(B).

Insurance and Condemnation Proceeds. The Borrower directs (andor the Parent, as applicable, having directed, or having caused Subsidiaries of the Parent whose property or interests in property comprise part of the Collateral, if applicable, shall cause its Restricted 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 property Property to pay all proceeds payable under such policies or with respect to such 106 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, so long as no Designated Default shall have occurred and be continuing or unless as a result thereof the 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 lossHolders, the Borrower and Parent hereby agree that, in no case shall commit such proceeds be payable to restore, rebuild the Borrower AND the Agent or replace the property subject 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 payment or condemnation award; and, provided, further, that at the end of such 180 day period the Borrower shall remit to claims or awards received by the Agent any proceeds under property damage, boiler and machinery policies or business interruption insurance policies (other than proceeds that are i) is less than $2,500,000 in connection with any single insurable event ("Excluded Proceeds")) not committed according to the preceding proviso500,000, and the 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, 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 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 Loans outstanding at the time of withdraw amounts from such receipt and create a corresponding reserve against Revolving Credit Availability in an amount equal to such application (the "Decision Reserve") or hold them as cash collateral for the Obligations. Each such policy shall contain a long-form loss-payable endorsement naming the Agent as loss payee, which endorsement shall be in form and substance acceptable to the Agent. For up to 180 days from the date of the Borrower remitting such proceeds to the Agent (the "Decision Period"), the Borrower may notify the Agent that it intends 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 the Borrower that it or a Guarantor, as soon as practicable thereafterapplicable, provide the Agent detailed informationdoes not intend to restore, 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 Designated Prepayment of the Obligations 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 disbursed as payments for restoration, rebuilding or replacement of such property become due; provided, however, should a 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 maythe applicable Guarantor fails to replace or commence the restoration or rebuilding of such Property within six months after the Agent's receipt of the proceeds of such insurance payment or condemnation award, or shall, (iii) upon the Required Lenders' direction, be applied as a Designated Prepayment of the Obligations pursuant to Section 2.5(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Obligations, 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 failure of the Borrower to meet the conditions precedent set forth in Article IV. 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 of an Asset Sale received by the Borrower or a Guarantor and shall be applied as a Designated Prepayment of to the Term Loans Obligations pursuant to Section 2.5(Bthe terms of SECTION 4.01(b).

Insurance and Condemnation Proceeds. The Borrower Company hereby directs (and, if applicable, shall cause its Restricted 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 property 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 with respect to the Collateral directly to the Administrative Agent, for the benefit of the Agent Administrative Agent, the Co-Agents, the Issuing Banks, the Lenders and the Holders of other Holders, except to the Secured Obligations; providedextent such proceeds, however, so long as no Designated Default shall have occurred and claims or awards are required to be continuing or unless as a result thereof the Borrower would be required paid to alternate loss payees pursuant to the terms of the Indenture to make an offer to holders of the Senior Subordinated Notes to any purchase money Indebtedness or Capital Lease permitted under Section 9.01(vi) or any of the outstanding principal thereunderOperating Lease permitted hereunder, the Agent shall remit such proceeds in each case solely with respect to the BorrowerProperty covered by such Indebtedness, Capital Lease or Operating Lease; provided, however, that for up to 180 days from the date of any loss, the Borrower shall commit such proceeds to restore, rebuild or 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 and in no case to the Agent any proceeds (other than proceeds that are less than $2,500,000 in connection with any single insurable event ("Excluded Proceeds")) not committed according to the preceding proviso, and the Company or one or more of its Subsidiaries. The Administrative Agent shall, upon receipt of such proceeds and at the BorrowerCompany's direction, either 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 "Decision Reserve") or hold them such proceeds as cash collateral Cash Collateral for the Obligations. Each such policy shall contain a long-form loss-payable endorsement naming the Agent as loss payee; provided, which endorsement however, claims and awards not in excess of $5,000,000 per occurrence or (series of related occurrences) shall be in form and substance acceptable remitted to the Company within a reasonable time following the Administrative Agent's receipt thereof. For up to 180 days from after the date of the Borrower remitting such proceeds to the Agent 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 a 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 6.2(G) Cash Collateral or as the Decision Reserve shall upon the Required Lenders' direction automatically be applied as a Designated Prepayment mandatory prepayment of the Obligations Loans pursuant to Section 2.5(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 6.2(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 Cash Collateral may, at the Administrative Agent's discretion, or shall, upon the Required direction of Requisite Lenders' direction, be applied as a Designated Prepayment mandatory prepayment of the Obligations Loans pursuant to Section 2.5(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 ObligationsLoans, the Borrower Company shall be deemed to have requested Revolving Loans in an amount equal to the Decision Reserve, and and, in the case of a mandatory prepayment of the Loans, such Revolving Loans shall be made regardless of any failure of the Borrower Company to meet the conditions precedent set forth in Article IVSection 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 and shall be applied as a Designated Prepayment mandatory prepayment of the Term Loans pursuant to Section 2.5(B3.01(b)(i).

Insurance and Condemnation Proceeds. The Borrower directs (andBorrowers or the Parent, as applicable, having directed, or having caused Subsidiaries of the Parent whose property or interests in property comprise part of the Collateral, if applicable, shall cause its Restricted 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 property 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 Holders, the Borrowers and Parent hereby agree that, in no case shall such proceeds be payable to any Borrower(s) and the Holders Agent or to any Guarantor and the Agent. Parent and the Borrowers shall maintain or cause the maintenance of the Secured Obligations; provided, however, so long as no Designated Default shall have occurred and be continuing or unless as a result thereof the Borrower would be required pursuant directions to its insurers to make such payments of insurance proceeds to the terms of Agent as aforesaid until the Indenture Obligations are paid in full, in cash, and shall cause such insurers to make an offer to holders of issue loss payable endorsements in the Senior Subordinated Notes to purchase any of the outstanding principal thereunder, form delivered as required by Section 6.01(a) or such other form as the Agent shall remit determine to be acceptable from time to time. The Agent shall, upon receipt of such proceeds, apply all of the proceeds to so received in repayment of the Borrower; providedObligations in the manner set forth in Section 4.01(b)(vi)(A). Notwithstanding the foregoing, however, that for up to 180 days from in the date event proceeds of any loss, the Borrower shall commit such proceeds to restore, rebuild or 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 claims or awards received by the Agent any proceeds under property damage, boiler and machinery policies or business interruption insurance policies (other than proceeds that are i) is less than $2,500,000 in connection with any single insurable event ("Excluded Proceeds")) not committed according to the preceding proviso500,000, and the 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, remit the Borrower's directionamount so received to a Borrower or a Guarantor, either apply the same to the principal amount of the Loans outstanding at the time as applicable or (ii) constitutes Replacement Proceeds, Agent shall, upon receipt of such receipt proceeds and create a corresponding reserve against Revolving Credit Availability in an provided that no Event of Default or Potential Event of Default shall have occurred and continue unwaived, hold the amount equal to such application (the "Decision Reserve") or hold them so received as cash collateral Cash Collateral for the Obligations. Each , subject to a Borrower's or a Guarantor's, as applicable, right to withdraw amounts from such policy shall contain a long-form loss-payable endorsement naming the Agent as loss payee, which endorsement shall be in form and substance acceptable to the Agent. For up to 180 days from the date of the Borrower remitting such proceeds to the Agent (the "Decision Period"), the Borrower may notify the Agent that it intends 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 the Agent detailed informationdoes not intend to restore, 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 Designated Prepayment of the Obligations 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 disbursed as payments for restoration, rebuilding or replacement of such property become due; provided, however, should a 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 mayGuarantor fails to replace or commence the restoration or rebuilding of such Property within six (6) months after the Agent's receipt of the proceeds of such insurance payment or condemnation award, or shall, (iii) upon the Required Lenders' direction, be applied as a Designated Prepayment of the Obligations pursuant to Section 2.5(B). In the event the Decision Reserve is to be applied as a mandatory prepayment to the Obligations, 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 failure of the Borrower to meet the conditions precedent set forth in Article IV. 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 of an Asset Sale received by a Borrower or a Guarantor and shall be applied as a Designated Prepayment of to the Term Loans Obligations pursuant to the terms of Section 2.5(B4.01(b).