Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for dispositions of assets permitted by subsection 8.2.9(ii) and dispositions in accordance with this Agreement of assets that are subject to a Lien permitted by subsection 8.2.5(iv) (in each case, the proceeds of which shall, at any time when a Dominion Period is in effect, be applied to reduce the outstanding principal balance of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments), if any Borrower or any of its Subsidiaries sells any of the Collateral or if any of the Collateral is lost, damaged or destroyed or taken by condemnation, at any time when a Dominion Period is in effect, the applicable Borrower shall, unless otherwise agreed by Majority Lenders, pay to Agent for the ratable benefit of Lenders as and when received by such Borrower or such Subsidiary and as a mandatory prepayment of the Loans, as herein provided, a sum equal to the proceeds (including insurance payments but net of costs and taxes incurred in connection with such sale or event) received by such Borrower or such Subsidiary from such sale, loss, damage, destruction or condemnation. Prepayments pursuant to this subsection 3.3.1 shall, subject to the third sentence of subsection 3.4.1, be applied first, to Agent’s costs and expenses relating to the relevant transaction, and second, to reduce the outstanding principal balance of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments (it being understood that prepayments required to be made pursuant to subsection 3.3.3 shall also be applied as set forth in this sentence). In addition, if the Collateral subject to such sale, loss, damage, destruction or condemnation consists of Eligible Accounts, Eligible Extended Municipal Accounts, Eligible Extra Extended Municipal Accounts, Eligible Inventory or Eligible Patterns and Core Boxes, such prepayment shall be specifically applied against the portion of the Borrowing Base predicated on such Collateral. Notwithstanding anything to the contrary set forth in this subsection 3.3.1, if with respect to any disposition, loss, damage, destruction or condemnation of Property that constitutes “Noteholder Priority Collateral” under and as defined in the Secured Bond Intercreditor Agreement, Borrowers use the proceeds thereof to permanently reduce the outstanding principal balance of, and/or pay accrued and unpaid interest, costs and expenses relating to, the Secured Bonds, Borrowers shall not be obligated to make any ...
Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Concurrently with the receipt by any Loan Party or its Subsidiaries of any Net Cash Proceeds from any Asset Disposition, in an amount equal to 100% of those Net Cash Proceeds; provided that, at the option of Borrower Representative (as elected by Borrower Representative in writing to Administrative Agent on or prior to the fifth Business Day after the date of receipt of such Net Cash Proceeds), and so long as no Default or Event of Default shall have occurred and be continuing, Borrowers may reinvest all or any portion of such Net Cash Proceeds in long-term assets used or useful in their business (such assets, “Additional Assets”) so long as such reinvestment is made within 180 days after the receipt of such Net Cash Proceeds (as certified by Borrower Representative in writing to Administrative Agent); provided further, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 4.3.1 upon the expiration of such applicable period; provided, further, to the extent that (1) the assets that were subject to the Asset Disposition constituted ABL Priority Collateral or Acquisition Term Loan Priority Collateral, such Additional Assets shall also constitute ABL Priority Collateral or Acquisition Term Loan Priority Collateral, respectively (and Borrowers or their Subsidiaries, as the case may be, shall promptly take such action (if any) as may be required to cause that portion of such reinvestment constituting ABL Priority Collateral or Acquisition Term Loan Priority Collateral, as applicable, to be added to the ABL Priority Collateral or Acquisition Term Loan Priority Collateral securing the Obligations or the Acquisition Term Debt, as applicable), (2) any such Asset Disposition that consisted of or constituted any portion of ABL Priority Collateral, such Net Cash Proceeds shall be applied to the Obligations, and (3) any such Asset Disposition is of assets solely constituting Acquisition Term Loan Priority Collateral that are required to be applied to the Acquisition Term Debt pursuant to the terms of the Acquisition Term Loan Agreement, then the Net Cash Proceeds of such Asset Disposition shall first be applied to the Acquisition Term Debt as required under the Acquisition Term Loan Documents until the Acquisition Term Debt is Paid in Full and then to the Obligations as required hereunder. To the extent the Net Cash proceeds of any Asset Disposition are required to be applied to the Acquisi...
Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. If any Borrower sells, leases or otherwise disposes of or transfers any of the Collateral (other than Inventory sold in the ordinary course of business) having a value in excess of $10,000,000 or if any of the Collateral having a value in excess of $10,000,000 is lost or destroyed or taken by condemnation, Borrowers shall promptly either (a) deliver to Agent a Borrowing Base Certificate showing that after giving effect to such disposition, loss, destruction, or condemnation, Availability is greater than zero, or (b) pay to Agent for the ratable benefit of Lenders as and when received by any Borrower and as a mandatory prepayment of the Loans, such amount as is needed to cause Availability to be greater than zero from the proceeds (including insurance payments but net of costs and taxes incurred in connection with such sale or event) received by such Borrower from such disposition, loss, destruction, or condemnation. Any such prepayment shall be applied to reduce the outstanding principal balance of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments.
Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except as provided in subsection 6.4.2 hereof, if Borrower sells any Collateral or, if any of the Collateral is lost or destroyed or taken by condemnation, Borrower shall pay to Lender, unless otherwise agreed by Lender, as and when received by Borrower and as a mandatory prepayment of the Revolving Loan, a sum equal to the proceeds (including insurance payments) received by Borrower from such sale, loss, destruction or condemnation.
Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except as provided below or in Section 8.4.2 hereof, if any Borrower sells any of the Collateral (other than Inventory if a Trigger Period does not exist), or if any of the Collateral is lost or destroyed or taken by condemnation, Borrowers shall pay to Agent for the ratable benefit of Lenders, unless otherwise agreed by Required Lenders, as and when received by Borrowers and as a mandatory prepayment of the Loans, as herein provided, a sum equal to the net cash proceeds (including insurance payments) received by Borrowers from such sale, loss, destruction or condemnation. The applicable prepayment shall be applied to reduce the outstanding principal balance of the Revolver Loans.
Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except with respect to sales or dispositions permitted by subsection 8.2.8 (unless subsection 8.2.8 specifically provides for a prepayment of the Term Loans and other Obligations), if (a) Borrower or any of its Subsidiaries sells any of its Property or if any Property of Borrower or any of its Subsidiaries is lost or destroyed or taken by condemnation, and (b) at the time that a prepayment of Term Loans or other Obligations would otherwise be required under this subsection 3.3.1, the Available Liquidity is greater than or equal to $50,000,000 after giving effect to such prepayment, then Borrower shall, unless otherwise agreed to by the Majority Lenders and, in any event, only to the extent Borrower does not apply such Net Cash Proceeds to the obligations under the First Lien Debt Documents through the optional or mandatory prepayment of the principal amount of such obligations (and, if such prepayment is in respect of an amount that can, by its terms, be reborrowed, a corresponding permanent reduction of commitments) pursuant to the terms thereof, pay to Administrative Agent for the ratable benefit of Lenders as and when received by Borrower or any such Subsidiary as a mandatory prepayment of the Term Loans and other Obligations, as herein provided, a sum equal to the Net Cash Proceeds received by Borrower or such Subsidiary from such sale, loss, destruction or condemnation, to be applied to the Term Loans as follows:
Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for proceeds of Collateral received during the existence of a Event of Default (which shall be applied as set forth in subsection 3.4.2), if any Company or any Guarantor sells any of the Collateral or if any of the Collateral is lost, damaged or destroyed or taken by condemnation, the applicable Company or Guarantor shall, unless otherwise agreed by Majority Lenders, pay to Agent for the ratable benefit of Lenders as and when received by such Company or Guarantor and as a mandatory prepayment of the Loans, as herein provided, a sum equal to 100% of the net proceeds (including insurance payments but net of costs and taxes incurred in connection with such sale or event) received by such Company or Guarantor from such sale, loss, damage, destruction or condemnation. In each case, the applicable prepayment shall be applied to reduce the outstanding principal balance of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments and thereafter to any outstanding Obligations. In addition, if the Collateral subject to such sale, loss, damage, destruction or condemnation consists of Eligible Accounts, Eligible Inventory or Eligible Trailer Inventory, at all times such prepayment shall be specifically applied against any limits or sublimits contained in the Borrowing Base that are predicated on such Collateral.
Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except as provided in Section 6.17, if the Borrower or any of its Subsidiaries sells any of the Collateral or if any of the Collateral is lost or destroyed or taken by condemnation, the Borrower shall, unless otherwise agreed by Lender or unless constituting proceeds of Term Loan Priority Collateral, pay to Lender as and when received by the Borrower or such Subsidiary and as a mandatory reduction of the outstanding principal balance of the Revolving Advances, a sum equal to the proceeds (including insurance payments but net of reasonable costs and taxes incurred in connection with such sale or event) received by the Borrower or such Subsidiary from such sale, loss, destruction or condemnation. Notwithstanding the foregoing, if the proceeds of insurance (net of reasonable costs and taxes incurred) with respect to any loss or destruction of Equipment or Inventory (i) are less than $1,000,000.00, unless an Event of Default or Default Period is then in existence, the Lender shall remit such proceeds to the Borrower for use in replacing or repairing the damaged Collateral, or (ii) are equal to or greater than $1,000,000.00 and the Borrower has requested that the Lender agree to permit the Borrower or the applicable Subsidiary to repair or replace the damaged Collateral, such amounts may, with the consent of the Lender, be remitted to the Borrower to permit such repair or replacement under this clause (ii); provided that such amounts shall remain deposited at all times in the Collateral Account and, to the extent the Borrower or its respective Subsidiary has not used such amounts to repair or replace such damaged Collateral within one-hundred eighty (180) days after the Borrower's receipt thereof, such amounts shall be paid to the Lender for application to the outstanding principal balance of the Revolving Advances.
Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. If any of the Collateral is lost or destroyed or taken by condemnation, Borrowers shall promptly use the insurance proceeds or condemnation awards to purchase replacement Collateral or to repair such Collateral with Collateral of equal or greater value and utility and any such proceeds not so used within 180 days of receipt of such insurance proceeds or condemnation award shall be paid to Agent for the account of each Lender as a mandatory prepayment of the Revolving Credit Loans, as determined by Agent.
Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. If any Borrower sells any of its personal Property as expressly permitted pursuant to this Agreement or if any of the Collateral is lost or destroyed or taken by condemnation and no Event of Default is then outstanding, the proceeds of any such sale, loss, destruction or taking (including insurance proceeds) may be retained by Borrowers for any use in its business not prohibited hereunder. Under all other circumstances, all proceeds (including insurance proceeds) of any sale(s) of personal Property or of any loss, destruction, or taking of personal Property shall be immediately paid to or retained by Lender and applied as a mandatory prepayment of the Loans. If the Real Property is lost, destroyed or taken by condemnation, the proceeds of any such loss, destruction or taking (including insurance proceeds) shall be immediately paid to or retained by Lender and held as cash collateral (without interest accruing in favor of Borrowers), to secure any reimbursement obligations arising under the Special Purpose Credit. Such cash collateral shall be held until the earlier of (i) termination of the Special Purpose Credit or (ii) payment in full of any reimbursement obligations thereunder.
