Common use of Asset Dispositions; Events of Loss Clause in Contracts

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,000, then (A) the Borrower shall promptly notify Agent of such Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(g) hereof. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets of a kind then used or usable in the business of Borrower or such Subsidiary, within two hundred seventy (270) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day period; provided, that the Borrower notifies Agent of Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make a DispositionDisposition (other than sales or other dispositions expressly permitted under Sections 6.2(a), 6.2(c) through 6.2(l)); or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other such Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,0005,000,000, then (A) the Borrower shall promptly promptly, but in any event within three (3) Business Days, notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(g2.8(f) hereof. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in (x) productive assets (other than Inventory (except to the extent Inventory was subject to such an Event of Loss)) of a kind then used or usable in the business of the Borrower or such SubsidiarySubsidiary or (y) Permitted Acquisitions, in each case, within two three hundred seventy sixty five (270365) days after the date of such Disposition or Event of Loss Loss, or enters into a binding commitment thereof within said two such three hundred seventy sixty five (270365) day period and subsequently makes such reinvestment within an additional one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodthereafter; provided, provided that the Borrower notifies Agent of the Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.

Asset Dispositions; Events of Loss. If Subject to the terms of the Intercreditor Agreement, if a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,000, then (A) the Borrower Issuer shall promptly notify the Purchasers and Agent of such Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower Issuer shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders Purchasers as a prepayment of the Term Loans, which prepayment shall be applied applied, subject to Section 1.8(g), by the Issuer in accordance with Section 1.8(g1.8(e) hereof. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets of a kind then used or usable in the business of Borrower the Issuer or such Subsidiary, within two hundred seventy (270) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day period; provided, that the Borrower Issuer notifies Agent the Purchasers of Borrowerthe Issuer’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make or agree to make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,000250,000, then (A) the Borrower shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(gsubsection 1.8(f) hereof. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory) of a kind then used or usable in the business of Borrower or such Subsidiary, within two one hundred seventy eighty (270180) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two one hundred seventy eighty (270180) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodreinvestment; provided, provided that the Borrower notifies Agent of Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. Pending such reinvestment, the Net Proceeds shall be delivered to Agent, for distribution to the Revolving Lenders, as a prepayment of the Revolving Loans (to the extent of Revolving Loans then outstanding), but not as a permanent reduction of the Aggregate Revolving Loan Commitment.

Asset Dispositions; Events of Loss. If a Credit Party or any Restricted Subsidiary of a Credit Party shall at any time or from time to time: (i) make a DispositionDisposition (other than sales or other dispositions expressly permitted under Sections 6.2(a), 6.2(c) through 6.2(l) and 6.2(m)); or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Restricted Subsidiaries in connection with such Disposition or Event of Loss and all other such Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,0005,000,000, then (A) the Borrower shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Restricted Subsidiary in respect thereof) and (B) promptly following upon receipt by a Credit Party and/or such Restricted Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(g2.8(e) hereof. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Restricted Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in (x) productive assets (other than Inventory (except to the extent Inventory was subject to such an Event of Loss)) of a kind then used or usable in the business of the Borrower or such SubsidiaryRestricted Subsidiary or (y) Permitted Acquisitions, within two one hundred seventy eighty (270180) days after the date of such Disposition or Event of Loss Loss, or enters into a binding commitment thereof within said two one hundred seventy eighty (270180) day period and subsequently makes such reinvestment within an additional one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodthereafter; provided, provided that the Borrower notifies Agent of the Borrower’s or such Restricted Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss (for the avoidance of doubt, other than business interruption insurance or workers’ compensation) occurring during the Fiscal Year exceeds $750,0005,000,000, then (A) the Borrower shall promptly notify Agent the Agents of such Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliver, or cause to be delivered, such excess Net Proceeds to the Administrative Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(g1.8(f) hereof. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the excess Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory; provided that Net Proceeds of an Event of Loss may be reinvested in Inventory to the extent that the Property that was the subject of such Event of Loss consisted of Inventory) of a kind then used or usable in the business of the Borrower or such Subsidiary, within two three hundred seventy sixty-five (270365) days after the date of such Disposition or Event of Loss Loss, or enters into a binding commitment thereof within said two three hundred seventy sixty-five (270365) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of following such two three hundred seventy sixty-five (270365) day period; provided, provided that the Borrower notifies Agent the Agents of the Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively; provided any Net Proceeds received by the Credit Parties and their Subsidiaries in connection with the Disposition of Investments made using the Available Amount shall not be subject to this clause (c) (but with respect to any Investment a portion of which is funded from sources other than the Available Amount, the foregoing Net Proceeds shall only be excluded from this clause (c) to the extent such proceeds are in excess of the Non-Available Portion).

Asset Dispositions; Events of Loss. If Subject to the terms of the ABL Intercreditor Agreement with respect to Dispositions and Events of Loss in respect of ABL Priority Collateral, if a Credit Party or any Restricted Subsidiary of a Credit Party shall at any time or from time to time: (i) make a Disposition; or (ii) suffer an Event of Loss; , and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other (or series of related Dispositions and or Events of Loss occurring during the Loss) exceeds $5,000,000 in any Fiscal Year exceeds $750,000, then (A) in the Borrower shall promptly notify Agent aggregate together with the aggregate amount of such Net Proceeds received by the Credit Parties in connection with each other Disposition or and Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or during such Subsidiary in respect thereof) and (B) promptly Fiscal Year, then within five Business Days following receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to the Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(g1.8(f) hereof. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuingforegoing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets of a kind then used or usable in the business of Borrower or such Subsidiarythe Borrowers and their Restricted Subsidiaries, within two hundred seventy (270) 365 days after the date of receipt of Net Proceeds with respect to such Disposition or Event of Loss Loss, or enters into a binding commitment thereof within said two hundred seventy (270) 365-day period and subsequently makes such reinvestment within one hundred eighty 180 days thereafter; provided that the Borrowers notify the Agent within five Business Days following receipt by a Credit Party of such Net Proceeds of such Credit Party’s intent to reinvest such Net Proceeds; provided, however, that (180a) days after if the time period set forth in this sentence expires without such Credit Party having reinvested such Net Proceeds, the Borrowers shall within two Business Days following the expiration of such period prepay the Loans in an amount equal to such Net Proceeds not so reinvested within such time period or (b) if the applicable Credit Party does not designate a portion of such Net Proceeds as intended for reinvestment, then the Borrowers shall within two hundred seventy Business Days following such notice of reinvestment prepay the Loans in an amount equal to such portion of Net Proceeds not so designated for reinvestment. Solely in the event that any ABL Facility is then outstanding and until the later of (270x) day period; provided, that the Borrower notifies Agent Discharge of Borrower’s or such Subsidiary’s intent to reinvest ABL Obligations (as defined in the ABL Intercreditor Agreement) and (y) termination of the completion ABL Intercreditor Agreement shall have occurred, all such Net Proceeds received by any Credit Party (or any Subsidiary thereof), including pending any reinvestment (or repayment) pursuant to this Section 1.8(c), to the extent arising from or in connection with a Disposition or Event of Loss involving Term Loan Priority Collateral, shall be deposited in the Term Loan Collateral Account. Notwithstanding the foregoing, to the extent that any proceeds of other Term Loan Priority Collateral are not sent or deposited directly to the Term Loan Collateral Account but are instead received by any Credit Party, such reinvestment at the time Credit Party will hold such proceeds are received in trust for the benefit of Agent, for the benefit of the Secured Parties, pursuant to an express trust created hereby and when promptly remit, in the form received, all such reinvestment occursproceeds to the Term Loan Collateral Account; provided that, respectivelyfor the avoidance of doubt, at no time shall proceeds of any Term Loan Priority Collateral be placed in any deposit account, securities account or other account constituting ABL Priority Collateral.

Asset Dispositions; Events of Loss. If Following the occurrence of a Trigger Event and until such Trigger Event is no longer relevant, if a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make or agree to make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and or related series of Dispositions or Events of Loss (x) exceeds $1,000,000 or (y) in the aggregate with all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,0003,000,000, then (A) the Borrower shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(gsubsection 1.8(e) hereof. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuingcontinuing and with the prior written consent of the Agent (such consent not to be unreasonably withheld), such delivery and prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory) of a kind then used or usable in the business of Borrower or such Subsidiary, within two three hundred seventy sixty (270360) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two three hundred seventy sixty (270360) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodreinvestment; provided, provided that the Borrower notifies Agent of Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make a DispositionDisposition of any Term Loan Priority Collateral consisting of furniture, fixtures and equipment in excess of $1,000 for any transaction or series of related transactions, or make a Disposition of any other Term Loan Priority Collateral or, after repayment in full of the obligations under the Revolving Credit Agreement and the termination of all commitments thereunder, at any time that an Event is Default has occurred and is continuing, a Disposition of any Revolver Priority Collateral; or (ii) suffer an Event of Loss; Loss with respect to any Term Loan Priority Collateral or, after repayment in full of the obligations under the Revolving Credit Agreement and the aggregate amount termination of the Net Proceeds received by the Credit Parties all commitments thereunder, at any time that an Event of Default has occurred and their Subsidiaries in connection with such Disposition or is continuing, an Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,000, with respect to any Revolver Priority Collateral; then (A) the Borrower Representative shall promptly notify the Term Agent of such Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following upon receipt by a Credit Party and/or such Subsidiary of the any Net Proceeds of such Disposition or Event of Loss, the Borrower Borrowers shall deliver, or cause to be delivered, an amount equal to such excess Net Proceeds to the Term Agent for distribution to the Term Lenders as a prepayment of the LoansTerm Loan, which prepayment shall be applied in accordance with Section 1.8(g1.8(c)(i) hereof. Notwithstanding or Section 1.8(c)(ii), as the foregoing case may be; provided that, notwithstanding anything to the contrary contained herein, (w) if the Event of Loss giving rise to such Net Proceeds could not reasonably be expected to have a Material Adverse Effect and such Net Proceeds do not exceed $1,000,000 in the aggregate, the Borrowers shall be permitted to replace, repair, restore or rebuild such Term Loan Priority Collateral, provided further that, pending such replacement, repair, restoration or rebuilding, unless otherwise agreed by the Term Agent and the Required Lenders, such Net Proceeds shall be held in a Term Loan Priority Account subject to a Control Agreement in favor of the Term Agent, (x) no such prepayments shall be required with respect to Term Loan Priority Collateral consisting of the Non-Borrowing Base Real Estate (as long as such Disposition is not in connection with a liquidation of substantially all of the Credit Parties' assets and as long as no Event of Default has occurred exists under Section 6.1(a), Section 6.1(f) or Section 6.1(g) hereof), (y) with respect to any Net Proceeds from the Disposition of the Credit Parties' trade names and is continuingrelated Intellectual Property, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests only the Net Proceeds which are specifically allocated to the value of such Disposition trade names and related Intellectual Property shall be paid to the Term Agent, and (z) the Net Proceeds with respect to Term Loan Priority Collateral consisting of furniture, fixtures and equipment or Event of Loss in productive assets of a kind then used or usable in the business of Borrower or such Subsidiarycapital stock may be reinvested, within two hundred seventy (270) 270 days after the date receipt of such Disposition Net Proceeds, in other assets to be used in the operation of the Credit Parties' business, provided that the amounts so reinvested shall not exceed $250,000 in any twelve month period or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period $1,000,000 in the aggregate from and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day period; provided, that the Borrower notifies Agent of Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyClosing Date.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,000500,000 in the aggregate, then (A) the Borrower Representative shall promptly notify Agent of such Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(g) hereof). Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets of a kind then used or usable in the business of a Borrower or such Subsidiary, within two three hundred seventy sixty five (270365) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodLoss; provided, provided that the Borrower Representative notifies Agent of Borrowersuch Credit Party’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. Pending such reinvestment, the Net Proceeds shall be delivered to Agent, for distribution to the Revolving Lenders, as a prepayment of the Revolving Loans (to the extent of Revolving Loans then outstanding), but not as a permanent reduction of the Aggregate Revolving Loan Commitment.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make a DispositionDisposition (other than sales or other dispositions expressly permitted under Sections 6.2(a), 6.2(c) through 6.2(l)); or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other such Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,0001,000,000, then (A) the Borrower Representative shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(g2.8(f) hereof. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory (except to the extent Inventory was subject to such an Event of Loss)) of a kind then used or usable in the business of a Borrower or such Subsidiary, within two one hundred seventy eighty (270180) days after the date of such Disposition or Event of Loss Loss, or enters into a binding commitment thereof within said two one hundred seventy eighty (270180) day period and subsequently makes such reinvestment within an additional one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodthereafter; provided, provided that the Borrower Representative notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,0002,500,000, then (A) the Borrower shall promptly notify Agent of such Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliver, or cause to be delivered, an amount equal to such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section subsection 1.8(g) hereof). Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory) of a kind then used or usable in the business of the Borrower or such Subsidiary, within two one hundred seventy eighty (270180) days after the date of actual receipt of such Net Proceeds relating to such Disposition or Event of Loss or enters into a binding commitment thereof within said two one hundred seventy eighty (270180) day period and subsequently makes such reinvestment within one hundred eighty reinvestment; provided that (180i) days after the expiration not more than $10,000,000 of such two hundred seventy Net Proceeds from Dispositions shall be reinvested in any Fiscal Year and (270ii) day period; provided, that the Borrower notifies Agent of the Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. Pending such reinvestment, the Net Proceeds shall be held by the Borrower or such Subsidiary, as applicable.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the a Credit Parties and their Subsidiaries Party in connection with such a Disposition or an Event of Loss and all other Dispositions and Events of Loss occurring during the any Fiscal Year exceeds $750,000500,000, then (Ai) the Borrower Representative shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (Bii) promptly following upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower Borrowers shall deliver, deliver or cause to be delivered, such excess Net Proceeds delivered to Agent for distribution to the Lenders as a prepayment of the LoansObligations, which prepayment shall be applied in accordance with Section 1.8(gan amount equal to the lesser of (A) hereofsuch Net Proceeds or (B) the outstanding Obligations. Notwithstanding the foregoing and provided If no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory) of a kind then used or usable in the business of Borrower or such Subsidiarya Borrower, within two hundred seventy (270) 180 days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodLoss; provided, that the Borrower Representative notifies Agent of Borrower’s or such SubsidiaryCredit Party’s intent to reinvest and of reinvest, the completion proposed date of such reinvestment at the time such proceeds are received and when such the date reinvestment occurs. Pending such reinvestment, respectivelyan amount equal to the lesser of (A) such Net Proceeds or (B) the outstanding Obligations, shall be delivered to Agent, for distribution first, to Swingline Lender as a prepayment of any Swing Loans and thereafter to Lenders, as a prepayment of any Revolving Loans, but, in either case, not as a permanent reduction of the Aggregate Revolving Commitment.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make or agree to make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,000, then ; (A) the Borrower Representative shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds (including the estimated Net Proceeds attributable to the ABL Priority Collateral and the Notes Priority Collateral, respectively) to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, in the Borrower case of Net Proceeds of any ABL Priority Collateral (regardless of whether a Lien in favor of Agent has been granted thereon), such Credit Party shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(g) hereof). Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment prepayment, in the case of Net Proceeds of any ABL Priority Collateral, shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets of a kind then used or usable in the business of Borrower or such Subsidiaryconstituting ABL Priority Collateral, within two one hundred seventy eighty (270180) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodLoss; provided, provided that the Borrower Representative notifies Agent of Borrowersuch Credit Party’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, upon the occurrence and during the continuance of any Dominion Period, an amount equal to one hundred percent (100%) of the Net Proceeds (other than the portion thereof constituting proceeds of Notes Priority Collateral, if and to the extent that such proceeds are required to be distributed to the Notes Collateral Trustee and applied to prepay the outstanding Notes Pari Passu Lien Obligations pursuant to and in accordance with the Indenture Documents) received by the Credit Parties and their Subsidiaries in connection with any Disposition or Event of Loss shall promptly upon receipt by a Credit Party and/or such Subsidiary be delivered to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(g) hereof.

Asset Dispositions; Events of Loss. If Subject to the Intercreditor Agreement and Section 2.5(g)(ii) and (iii) if a Credit Loan Party or any Subsidiary of a Credit Loan Party (other than any Excluded Subsidiary) shall at any time or from time to time: (i) make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Loan Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds such fiscal year exceed $750,000250,000, then (A) the Borrower shall promptly notify the Agent in writing of such Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Loan Party and/or such Subsidiary (other than any Excluded Subsidiary) in respect thereof) and Agent shall promptly notify each Lender of the same and (B) promptly following receipt by a Credit Loan Party and/or such Subsidiary (other than any Excluded Subsidiary) of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall offer in writing to deliver, or cause to be delivered, an amount equal to such excess Net Proceeds to the Agent for distribution to the Lenders as a prepayment of the LoansAdvances, which prepayment shall be applied in accordance with Section 1.8(g2.5(g). Within ten (10) hereofBusiness Days after the Agent’s receipt of notice of the availability of such Net Proceeds, the Agent shall inform the Borrower whether one or more of the Lenders (based on the individual election of such Lender delivered in writing (including by email) to the Agent) shall require some or all of such Net Proceeds to be paid to the Agent as a prepayment of the Advances to be applied by the Agent in accordance with Section 2.5(g). If the Agent, on behalf of the Lenders, elects not to receive some or all Net Proceeds, except as provided in this Section 2.5(c) or as otherwise permitted under the Term Documents, the Loan Parties shall use such Net Proceeds (which one or more Lenders elected not to accept) to make a prepayment of the Term Loan Obligations. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment of Obligations shall not be required to the extent a Credit Loan Party or such Subsidiary reinvests the such Net Proceeds of such Disposition or Event of Loss in productive capital assets of a kind then used or usable in the business of Borrower or such SubsidiarySubsidiary or to repair or replace the property subject to such Event of Loss, within two one hundred seventy eighty (270180) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodLoss; provided, that that, if the subject of such Disposition or Event of Loss is Collateral, then the Borrower notifies Agent of Borrower’s or such Subsidiary’s intent to reinvest and of shall use the completion Net Proceeds of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyDisposition or Event of Loss to acquire assets that constitute Collateral.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the a Credit Parties and their Subsidiaries Party in connection with such a Disposition or an Event of Loss and all other Dispositions and Events of Loss occurring during the any Fiscal Year exceeds $750,000500,000, then (Ai) the Borrower Representative shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (Bii) subject to the Intercreditor Agreement, promptly following upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower Borrowers shall deliver, deliver or cause to be delivered, such excess Net Proceeds delivered to Agent for distribution to the Lenders as a prepayment of the LoansObligations, which prepayment shall be applied in accordance with Section 1.8(gan amount equal to the lesser of (A) hereofsuch Net Proceeds or (B) the outstanding Obligations. Notwithstanding the foregoing and provided If no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory) of a kind then used or usable in the business of Borrower or such Subsidiarya Borrower, within two hundred seventy (270) 180 days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodLoss; provided, that the Borrower Representative notifies Agent of Borrower’s or such SubsidiaryCredit Party’s intent to reinvest and of reinvest, the completion proposed date of such reinvestment at the time such proceeds are received and when such the date reinvestment occurs. Pending such reinvestment, respectivelysubject to the Intercreditor Agreement, an amount equal to the lesser of (A) such Net Proceeds or (B) the outstanding Obligations, shall be delivered to Agent, for distribution to the Lenders. Notwithstanding the foregoing, amounts otherwise payable pursuant to this Section 1.08(a) on account of Revolving Loan Priority Collateral (as defined in the Intercreditor Agreement), if any, shall not be payable hereunder to the extent that they are paid to the ABL Lenders pursuant to the ABL Credit Agreement.

Asset Dispositions; Events of Loss. If a Credit Party the Company or any Subsidiary of a Credit Party shall at any time or from time to time: (i) time make or agree to make a Disposition; or (ii) Disposition or shall suffer an Event of Loss; and the Loss resulting in aggregate amount Net Proceeds in excess of $500,000 in any fiscal year of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,000Company, then (Ai) the Borrower Company shall promptly notify the Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or the Company or such Subsidiary in respect thereof) and (Bii) promptly following upon, and in no event later than five days after, receipt by a Credit Party and/or such the Company or the Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower Company shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to prepay the Lenders as a prepayment of the Loans, which prepayment shall be applied Term Loans in accordance with Section 1.8(gSubsection 2.07(c) hereof. Notwithstanding in an aggregate amount equal to 100% of the foregoing amount of such Net Proceeds in the case of a 39 48 Disposition and provided no in an aggregate amount equal to 100% of such Net Proceeds in the case of an Event of Default has occurred Loss; provided in the case of each Disposition and is continuingEvent of Loss, if the Company states in its notice of such prepayment event that the Company or the applicable Subsidiary intends to reinvest, within 90 days of the applicable Disposition or receipt of Net Proceeds from an Event of Loss, the Net Proceeds thereof in assets similar to the assets which were subject to such Disposition or Event of Loss, then the Company shall not be required to make a mandatory prepayment under this subsection 2.07(a) in respect of such Net Proceeds to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of are actually reinvested in such Disposition or Event of Loss in productive similar assets of within a kind then used or usable in the business of Borrower or such Subsidiary, within two hundred seventy (270) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) -day period; provided, that the Borrower notifies Agent as a result of Borrower’s giving effect to such reinvestment no Default or such Subsidiary’s intent to reinvest and Event of the completion Default then exists or would occur as a result of such reinvestment at reinvestment. Promptly after the time end of such proceeds are received 180-day period, the Company will notify the Agent whether it has reinvested such Net Proceeds in such similar assets, and when to the extent such reinvestment occursNet Proceeds have not been so reinvested, respectivelythe Company will promptly prepay the Term Loans in the amount of such Net Proceeds not so reinvested.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make or agree to make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,000500,000, then (A) the Borrower Representative shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(g) hereof1.8(e). Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory) of a kind then used or usable in the business of a Borrower or such Subsidiary, within two hundred seventy (270) 180 days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) 180 day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodreinvestment; provided, provided that the Borrower Representative notifies Agent of Borrowersuch Credit Party’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. Pending such reinvestment, the Net Proceeds shall be delivered to Agent, for distribution first, to the Swingline Lender as a prepayment of Swing Loans (to the extent of Swing Loans outstanding), but not as a permanent reduction of the Swingline Commitment and thereafter to the Lenders, as a prepayment of the Revolving Loans (to the extent of Revolving Loans then outstanding), but not as a permanent reduction of the Aggregate Revolving Loan Commitment.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make or agree to make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the applicable Fiscal Year exceeds $750,0002,000,000, then (A) the Borrower Representative shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section subsection 1.8(g) hereof). Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory) of a kind then used or usable in the business of a Borrower or such Subsidiary, within two one hundred seventy eighty (270180) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodLoss; provided, that the Borrower Representative notifies Agent of Borrowersuch Credit Party’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. Pending such reinvestment, the Net Proceeds shall be maintained in a deposit account or securities account of the applicable Credit Party, which deposit account or securities accounts shall be and remain subject to a valid Control Agreement in accordance with the terms hereof.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make or agree to make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,0001,500,000, then (A) the Borrower shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(g) hereof. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory) of a kind then used or usable in the business of the Borrower or such Subsidiary, within two one hundred seventy eighty (270180) days after the date of such Disposition or Event of Loss Loss, or enters into a binding commitment thereof within said two one hundred seventy eighty (270180) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodreinvestment; provided, provided that the Borrower notifies Agent of the Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. Pending such reinvestment, the Net Proceeds shall be delivered to Agent, for distribution first, to the Swingline Lender as a prepayment of Swing Loans (to the extent of Swing Loans outstanding), but not as a permanent reduction of the Swingline Commitment) and thereafter to the Revolving Lenders, as a prepayment of the Revolving Loans (to the extent of Revolving Loans then outstanding), but not as a permanent reduction of the Aggregate Revolving Loan Commitment.

Asset Dispositions; Events of Loss. If Subject to Section 2.5(g)(ii) and (iii) if a Credit Loan Party or any Subsidiary of a Credit Loan Party shall at any time or from time to time: (i) make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Loan Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds such fiscal year exceed $750,000250,000, then (A) the Borrower shall promptly (and, in any event, within ten (10 Business Days) notify the Agent in writing (x) of such Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Loan Party and/or such Subsidiary in respect thereof) and (y) whether Borrower intends to reinvest such Net Proceeds, and, if less than all such Net Proceeds, the amount to be reinvested, in accordance with this Section 2.5(c), and, upon receipt of such notice, Agent shall promptly notify each Lender of the same and (B) promptly following receipt by a Credit Loan Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Loss Borrower shall deposit such Net Proceeds into a Deposit Account subject to a Control Agreement for the benefit of the Agent and the other Secured Parties (and such Net Proceeds shall remain in such Deposit Account until paid or reinvested in accordance with this Section 2.5(c)) and, unless Borrower intends to reinvest such Net Proceeds, Borrower shall offer in writing to deliver, or cause to be delivered, an amount equal to such excess Net Proceeds (or, if Borrower intends to reinvest only a portion of such Net Proceeds, any remaining Net Proceeds) to the Agent for distribution to the Lenders as a prepayment of the LoansAdvances, which prepayment shall be applied in accordance with Section 1.8(g2.5(g). Within ten (10) hereofBusiness Days after the Agent’s receipt of notice of the availability of such Net Proceeds (or remaining Net Proceeds), the Agent shall inform the Borrower whether one or more of the Lenders (based on the individual election of such Lender delivered in writing (including by email) to the Agent) shall require some or all of such Net Proceeds (or remaining Net Proceeds) to be paid to the Agent as a prepayment of the Advances to be applied by the Agent in accordance with Section 2.5(g). Notwithstanding the foregoing and provided no Event of Default has occurred and is continuingcontinuing , such prepayment of Obligations shall not be required to the extent a Credit Loan Party or such Subsidiary reinvests the such Net Proceeds of such Disposition or Event of Loss in productive capital assets of a kind then used or usable in the business of Borrower or such SubsidiarySubsidiary or to repair or replace the property subject to such Event of Loss, within two one hundred seventy eighty (270180) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodLoss; provided, that that, (x) if the subject of such Disposition or Event of Loss is Collateral, then the Borrower notifies Agent shall use the Net Proceeds of Borrower’s such Disposition or Event of Loss to acquire assets that constitute Collateral and (y) upon consummation of such Subsidiary’s intent to reinvest and Disposition or the occurrence of such Event of Loss, all of the completion Net Proceeds from such Disposition are promptly remitted to a Deposit Account subject to a Control Agreement for the benefit of the Agent and the other Secured Parties and such reinvestment at Net Proceeds remain in such Deposit Account until the time Net Proceeds are so reinvested or used to replace or repair the assets that are subject to such proceeds are received and when such reinvestment occurs, respectivelyEvent of Loss.

Asset Dispositions; Events of Loss. If Subject to the terms of the Intercreditor Agreement, if a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make (i)make a Disposition; or (ii) suffer (ii)suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,000, then (A) the Borrower Issuer shall promptly notify the Purchasers and Agent of such Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower Issuer shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders Purchasers as a prepayment of the Term Loans, which prepayment shall be applied applied, subject to Section 1.8(g), by the Issuer in accordance with Section 1.8(g1.8(e) hereof. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets of a kind then used or usable in the business of Borrower the Issuer or such Subsidiary, within two hundred seventy (270) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day period; provided, that the Borrower Issuer notifies Agent the Purchasers of Borrowerthe Issuer’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make or agree to make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,000500,000, then (A) the Borrower shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(g1.8(f) hereof. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory) of a kind then used or usable in the business of the Borrower or such Subsidiary, within two one hundred seventy eighty (270180) days after the date of such Disposition or Event of Loss Loss, or enters into a binding commitment thereof within said two one hundred seventy eighty (270180) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodreinvestment; provided, provided that the Borrower notifies Agent of the Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. Pending such reinvestment, the Net Proceeds shall be delivered to Agent, for distribution first, to the Swingline Lender as a prepayment of Swing Loans (to the extent of Swing Loans outstanding), but not as a permanent reduction of the Swingline Commitment) and thereafter to the Revolving Lenders, as a prepayment of the Revolving Loans (to the extent of Revolving Loans then outstanding), but not as a permanent reduction of the Aggregate Revolving Loan Commitment.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of Subject to Section 9.24, if a Credit Party shall at any time or from time to time: (i) make a DispositionDisposition of assets constituting Collateral; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,0007,500,000, then (subject in all cases to the terms of the Intercreditor Agreement) (A) the Borrower Representative shall promptly notify Agent of such Disposition or Event of Loss (including the amount of the estimated Net Proceeds (including the Net Proceeds attributable to be the ABL Priority Collateral and the Notes Priority Collateral, respectively) received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following within 5 Business Days of receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, in the Borrower case of Net Proceeds of any ABL Priority Collateral, such Credit Party shall deliver, or cause to be delivered, an amount equal to such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(g) hereof). Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment prepayment, in the case of Net Proceeds of any ABL Priority Collateral, shall not be required to the extent a Credit Party or such Subsidiary reinvests an amount equal to the Net Proceeds of such Disposition or Event of Loss in productive assets of a kind then used or usable in the business of Borrower or such Subsidiaryconstituting ABL Priority Collateral, within two one hundred seventy eighty (270180) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodLoss; provided, provided that the Borrower Representative notifies Agent of Borrower’s or such Subsidiary’s Credit Party's intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, upon the occurrence and during the continuance of any Dominion Period, an amount equal to one hundred percent (100%) of the Net Proceeds (other than the portion thereof constituting proceeds of Notes Priority Collateral, if and to the extent that such proceeds are required to be distributed to the Notes Collateral Trustee and applied to prepay the outstanding Notes Pari Passu Lien Obligations pursuant to and in accordance with the Indenture Documents) received by the Credit Parties in connection with any Disposition or Event of Loss shall promptly upon receipt by a Credit Party be delivered to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(g) hereof.

Asset Dispositions; Events of Loss. If a Credit Party or any Restricted Subsidiary of a Credit Party shall at any time or from time to time: (i) make a DispositionDisposition (other than sales or other dispositions expressly permitted under Sections 6.2(a), 6.2(c) through 6.2(l) and 6.2(n)); or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Restricted Subsidiaries in connection with such Disposition or Event of Loss and all other such Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,0002,000,000, then (A) the Borrower shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Restricted Subsidiary in respect thereof) and (B) promptly following upon receipt by a Credit Party and/or such Restricted Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(g2.8(e) hereof. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Restricted Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in (x) productive assets (other than Inventory (except to the extent Inventory was subject to such an Event of Loss)) of a kind then used or usable in the business of the Borrower or such SubsidiaryRestricted Subsidiary or (y) Permitted Acquisitions, within two one hundred seventy eighty (270180) days after the date of such Disposition or Event of Loss Loss, or enters into a binding commitment thereof within said two one hundred seventy eighty (270180) day period and subsequently makes such reinvestment within an additional one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodthereafter; provided, provided that the Borrower notifies Agent of the Borrower’s or such Restricted Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.

Asset Dispositions; Events of Loss. If Subject to the Intercreditor Agreement and Section 2.5(g)(ii) and (iii) if a Credit Loan Party or any Subsidiary of a Credit Loan Party shall at any time or from time to time: (i) make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Loan Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds such fiscal year exceed $750,000250,000, then (A) the Borrower shall promptly notify the Agent in writing of such Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Loan Party and/or such Subsidiary in respect thereof) and Agent shall promptly notify each Lender of the same and (B) promptly following receipt by a Credit Loan Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall offer in writing to deliver, or cause to be delivered, an amount equal to such excess Net Proceeds to the Agent for distribution to the Lenders as a prepayment of the LoansAdvances, which prepayment shall be applied in accordance with Section 1.8(g2.5(g). Within ten (10) hereofBusiness Days after the Agent’s receipt of notice of the availability of such Net Proceeds, the Agent shall inform the Borrower whether one or more of the Lenders (based on the individual election of such Lender delivered in writing (including by email) to the Agent) shall require some or all of such Net Proceeds to be paid to the Agent as a prepayment of the Advances to be applied by the Agent in accordance with Section 2.5(g). If the Agent, on behalf of the Lenders, elects not to receive some or all Net Proceeds, except as provided in this Section 2.5(c) or as otherwise permitted under the Term Documents, the Loan Parties shall use such Net Proceeds (which one or more Lenders elected not to accept) to make a prepayment of the Term Loan Obligations. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment of Obligations shall not be required to the extent a Credit Loan Party or such Subsidiary reinvests the such Net Proceeds of such Disposition or Event of Loss in productive capital assets of a kind then used or usable in the business of Borrower or such SubsidiarySubsidiary or to repair or replace the property subject to such Event of Loss, within two one hundred seventy eighty (270180) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodLoss; provided, that that, if the subject of such Disposition or Event of Loss is Collateral, then the Borrower notifies Agent of Borrower’s or such Subsidiary’s intent to reinvest and of shall use the completion Net Proceeds of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyDisposition or Event of Loss to acquire assets that constitute Collateral.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,000, then ; (A) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliverdeliver (subject to the prior application of such amounts in accordance with Sections 1.6(e)(i) and 1.8(d), or cause to be delivered, such excess the Net Proceeds to the Administrative Agent for distribution to the Lenders as a prepayment of the Term Loans, which prepayment shall be applied in accordance with Section 1.8(g1.6(e)(ii) hereof. Notwithstanding the The foregoing notwithstanding and provided no Default or Event of Default has occurred and is continuing, such no prepayment with the Net Proceeds of a Disposition or an Event of Loss shall not be required to the extent a Credit Party or such Subsidiary actually reinvests the Net Proceeds of such Disposition or Event of Loss in productive replacement assets substantially similar to the assets that were the subject of a kind then used such Disposition or usable in the business Event of Borrower or such SubsidiaryLoss, within two one hundred seventy eighty (270180) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment within one hundred eighty (180) days after Loss, as the expiration of such two hundred seventy (270) day periodcase may be; provided, that the Borrower notifies the Administrative Agent in writing of the Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectivelyrespectively (it being understood that the Borrower shall be required to prepay any such Net Proceeds to the extent such Net Proceeds are not timely reinvested in accordance with this Section 1.6).

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the a Credit Parties and their Subsidiaries Party or any Subsidiary in connection with such a Disposition or an Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,000250,000, then (Ai) the Borrower Representative shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (Bii) upon Agent’s request, promptly following upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(g) hereof. Notwithstanding the foregoing and provided If no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory) of a kind then used or usable in the business of a Borrower or such Subsidiary, within two hundred seventy (270) 180 days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodLoss; provided, provided that the Borrower Representative notifies Agent of Borrowersuch Credit Party’s or such Subsidiary’s intent to reinvest and of reinvest, the completion proposed date of such reinvestment at the time such proceeds are received and when such the date reinvestment occurs. Pending such reinvestment, respectivelythe Net Proceeds shall be delivered to Agent, for distribution first, to Swingline Lender as a prepayment of any Swing Loans and thereafter to Revolving Lenders, as a prepayment of any Revolving Loans, but, in either case, not as a permanent reduction of the Aggregate Revolving Commitment.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss (for the avoidance of doubt, other than business interruption insurance or workers’ compensation) occurring during the Fiscal Year exceeds $750,0005,000,000, then (A) the Borrower shall promptly (A) notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliver, or cause to be delivered, such excess Net Proceeds to the Administrative Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(g1.8(f) hereof; provided, however that such prepayment shall not be required, and shall be deemed reduced by an equivalent amount, to the extent that (i) a corresponding prepayment is required by the First Lien Credit Agreement as in effect on the date hereof to be applied to the First Lien Debt and (ii) such prepayment has not been expressly waived or declined by the First Lien Lenders. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the excess Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory; provided that Net Proceeds of an Event of Loss may be reinvested in Inventory to the extent that the Property that was the subject of such Event of Loss consisted of Inventory) of a kind then used or usable in the business of the Borrower or such Subsidiary, within two three hundred seventy sixty-five (270365) days after the date of such Disposition or Event of Loss Loss, or enters into a binding commitment thereof within said two three hundred seventy sixty-five (270365) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of following such two three hundred seventy sixty-five (270365) day period; provided, provided that the Borrower notifies the Administrative Agent of the Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively; provided any Net Proceeds received by the Credit Parties and their Subsidiaries in connection with the Disposition of Investments made using the Available Amount shall not be subject to this clause (c) (but with respect to any Investment a portion of which is funded from sources other than the Available Amount, the foregoing Net Proceeds shall only be excluded from this clause (c) to the extent such proceeds are in excess of the Non-Available Portion).

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make a DispositionDisposition (other than sales or other dispositions expressly permitted under Sections 6.2(a), 6.2(c) through 6.2(l)); or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other such Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,0005,000,000, then (A) the Borrower shall promptly promptly, but in any event within three (3) Business Days, notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(g2.8(f) hereof. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in (x) productive assets (other than Inventory (except to the extent Inventory was subject to such an Event of Loss)) of a kind then used or usable in the business of the Borrower or such SubsidiarySubsidiary or (y) Permitted Acquisitions, in each case, within two three hundred seventy sixty five (270365) days after the date of such Disposition or Event of Loss Loss, or enters into a binding commitment thereof within said two such three hundred seventy sixty five (270365) day period and subsequently makes such reinvestment within an additional one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodthereafter; provided, provided that the Borrower notifies Agent of the Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively. Pending such reinvestment, the Net Proceeds shall be delivered to Agent, for distribution first, to the Swing Lender as a prepayment of Swing Loans (to the extent of Swing Loans outstanding), but not as a permanent reduction of the Swingline Commitment) and thereafter to the Revolving Lenders, as a prepayment of the Revolving Loans (to the extent of Revolving Loans then outstanding) but not as a permanent reduction of the Aggregate Revolving Loan Commitment.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make or agree to make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and or related series of Dispositions or Events of Loss (x) exceeds $5,000,000 or (y) in the aggregate with all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,00010,000,000, then (A) the Borrower shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliver, or cause to be delivered, an amount equal to such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section subsection 1.8(g) hereof. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such delivery and prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory) of a kind then used or usable in the business of Borrower or such Subsidiary, within two three hundred seventy sixty (270360) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two three hundred seventy sixty (270360) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodreinvestment; provided, provided that the Borrower notifies Agent of Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make a DispositionDisposition (other than Dispositions expressly permitted under Sections 6.2(a) or 6.2(c) through 6.2(h)); or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the Credit Parties Borrowers and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,0001,500,000, then (A) the Borrower Representative shall promptly notify the Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party Borrower and/or such Subsidiary in respect thereof) and (B) promptly following upon receipt by a Credit Party Borrower and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower Borrowers shall deliver, or cause to be delivered, an amount equal to such excess Net Proceeds to the Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 1.8(gsubsection 2.8(f) hereof. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party Borrower or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory) of a kind then used or usable in the business of a Borrower or such SubsidiarySubsidiary or uses such proceeds to fund all or part of a Permitted Acquisition, within two three hundred seventy sixty-five (270365) days (or with respect to any Disposition permitted under Section 6.2(i), within one hundred eighty (180) days) after the date of such Disposition or Event of Loss Loss, or enters into a binding commitment thereof within said two three hundred seventy sixty-five (270365) day (or one hundred eighty (180) day, as applicable) period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodor Permitted Acquisition; provided, provided that the Borrower Representative notifies Agent of such Borrower’s or such Subsidiary’s intent to reinvest or make such Permitted Acquisition and of the completion of such reinvestment or the making of such Permitted Acquisition at the time such proceeds are received and when such reinvestment or Permitted Acquisition occurs, respectively.

Asset Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time: (i) make a Disposition; or (ii) suffer an Event of Loss; and the aggregate amount of the Net Proceeds received by the a Credit Parties and their Subsidiaries Party in connection with such a Disposition or an Event of Loss and all other Dispositions and Events of Loss occurring during the any Fiscal Year exceeds $750,000500,000, then (Ai) the Borrower Representative shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (Bii) promptly following upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower Borrowers shall deliver, deliver or cause to be delivered, such excess Net Proceeds delivered to Agent for distribution to the Lenders as a prepayment of the LoansObligations, which prepayment shall be applied in accordance with Section 1.8(gan amount equal to the lesser of (A) hereofsuch Net Proceeds or (B) the outstanding Obligations. Notwithstanding the foregoing and provided If no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory) of a kind then used or usable in the business of Borrower or such Subsidiarya Borrower, within two hundred seventy (270) 180 days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day periodLoss; provided, that the Borrower Representative notifies Agent of Borrower’s or such SubsidiaryCredit Party’s intent to reinvest and of reinvest, the completion proposed date of such reinvestment at the time such proceeds are received and when such the date reinvestment occurs. Pending such reinvestment, respectivelyan amount equal to the lesser of (A) such Net Proceeds or (B) the outstanding Obligations, shall be delivered to Agent, for distribution first, to Swingline Lender as a prepayment of any Swing Loans and thereafter to Lenders, as a prepayment of any Revolving Loans, but, in either case, not as a permanent reduction of the Aggregate Revolving Commitment. Notwithstanding the foregoing, amounts otherwise payable pursuant to this Section 1.13(a) on account of Term Loan Priority Collateral (as defined in the Term Intercreditor Agreement), if any, shall not be payable hereunder to the extent that they are paid to the Term Lenders pursuant to the Term Credit Agreement.