Subject to the Intercreditor Agreement with respect to any ABL Priority Collateral prior to the Discharge of ABL Obligations, no later than the second Business Day following the date of receipt by the Borrower or any of its Subsidiaries, or the Administrative Agent as lender loss payee or loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall offer pursuant to Section 2.11(c) to prepay the Loans as set forth in Section 2.11(b) in an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds; provided , that so long as no Event of Default shall have occurred and be continuing, the Borrower shall have the option, directly or through one or more of its Subsidiaries, to invest such Net Insurance/Condemnation Proceeds within one year of receipt thereof in long term productive assets of the general type used in the business of the Borrower and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided further , however , that the Borrower shall make an offer pursuant to Section 2.11(c) to prepay the Loans as set forth in Section 2.11(b) with any such Net Insurance/Condemnation Proceeds not so invested within such period described above promptly (and in any event, prior to the expiration of two (2) Business Days) following the expiration of such period (or by such earlier date, if any, as the Borrower or such Subsidiary shall elect not to so invest such Net Insurance/Condemnation Proceeds).