Common use of Proceeds of Sale, Loss, Destruction or Condemnation of Collateral Clause in Contracts

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 prepayment of the Loans otherwise required by this subsection 3.3.1 with respect to such proceeds. In addition, the provisions of this subsection 3.3.1 shall be subject to the terms and conditions of the Secured Bond Intercreditor Agreement and, in the event of any conflict between the application of proceeds contemplated by this subsection 3.3.1 and the application of such proceeds provided for under the Secured Bond Intercreditor Agreement, the Secured Bond Intercreditor Agreement shall govern and control. Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s or any Lender’s consent to the consummation of any disposition or other transaction that is not otherwise permitted by another provision of this Agreement (including, without limitation, subsection 8.2.9 hereof) or another Loan Document.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for dispositions 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 permitted by subsection 8.2.9(ii) and dispositions in accordance with this Agreement of assets solely constituting Acquisition Term Loan Priority Collateral that are subject required to a Lien permitted by subsection 8.2.5(iv) (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 each caseFull 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 Acquisition Term Debt under this Section 4.3.1 or the Intercreditor Agreement, upon the payment in full of the Acquisition Term Debt, such Net Cash Proceeds shall be applied to the Obligations as set forth in this Section 4.3. 1. To the extent that the Collateral sold, lost, destroyed or condemned consists of ABL Priority Collateral other than Accounts, the proceeds applicable prepayment shall be applied first, to the installments of which shallprincipal due under the Term Loan ratably, at any time when to be applied to future installment payments in inverse order of maturity until paid in full, and second to repay outstanding principal of Revolving Credit Loans without a Dominion Period is in effectreduction of the Revolving Credit Commitments. To the extent that the Collateral sold, lost, destroyed or condemned consists of Accounts, 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), 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 without 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 reduction of the Revolving Credit LoansCommitments. Prior to entering into any Asset Disposition of assets which constitute Acquisition Term Loan Priority Collateral, but Borrowers shall provide not permanently reduce less than three (3) Business Days’ prior written notice thereof and identify if any such proceeds are being delivered to the deposit accounts subject to Control Agreements whereby Administrative Agent has a first-priority security interest therein. If Administrative Agent does not receive prior written notice that proceeds of Acquisition Term Loan Priority Collateral is being sent to such deposit accounts, Administrative Agent may presumptively rely that all cash received into the deposit account is subject to a first priority security interest, is ABL Priority Collateral, and can be applied to the Revolving Loan Commitments (it being understood that prepayments required to be made pursuant to subsection 3.3.3 shall also be applied Credit Loans 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 prepayment of the Loans otherwise required by this subsection 3.3.1 with respect to such proceeds. In addition, the provisions of this subsection 3.3.1 shall be subject to the terms and conditions of the Secured Bond Intercreditor Agreement and, in the event of any conflict between the application of proceeds contemplated by this subsection 3.3.1 and the application of such proceeds provided for under the Secured Bond Intercreditor Agreement, the Secured Bond Intercreditor Agreement shall govern and control. Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s or any Lender’s consent to the consummation of any disposition or other transaction that is not otherwise permitted by another provision of this Agreement (including, without limitation, subsection 8.2.9 hereof) or another Loan Documentherein.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for dispositions of assets permitted by subsection 8.2.9(ii) as provided in subsections 6.4.2 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)8.2.9, 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 Co-Borrowers 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 cash 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, damage, loss, damage, destruction or condemnation. Prepayments pursuant to this subsection 3.3.1 shall, subject to the third sentence of subsection 3.4.1, The applicable prepayment shall 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. Subject to the provisions of the following sentence, 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 Fixed Asset Maximum Amount shall be specifically applied against reduced by the portion Net Appraised Orderly Liquidation Value of the Borrowing Base predicated on particular item of Co-Borrowers’ Equipment or the Net Appraised Fair Market Value of the particular piece of Co-Borrowers’ real Property so sold, lost, destroyed or condemned, whether any such Collateral. Notwithstanding anything to sale is permitted by the contrary set forth in provisions of this subsection 3.3.1, subsection 6.4.2 or subsection 8.2.9. Notwithstanding the foregoing, if the proceeds of insurance (net of costs and taxes incurred) with respect to any disposition, loss, damagedamage or destruction of Equipment or real Property (i) are less than $750,000, destruction unless an Event of Default is then in existence, Agent shall remit such proceeds to Co-Borrowers for use in replacing or condemnation repairing the damaged Collateral or (ii) are equal to or greater than $750,000 and Borrower, on its own behalf and on behalf of Property each other Co-Borrower, has requested that constitutes “Noteholder Priority Agent agree to permit Borrower or the applicable Subsidiary to repair or replace the damaged Collateral” under and as defined in the Secured Bond Intercreditor Agreement, Borrowers use the proceeds thereof then such amounts shall be provisionally applied to permanently reduce the outstanding principal balance of, and/or pay accrued of the Revolving Credit Loans (and unpaid interest, costs and expenses relating to, the Secured Bonds, Borrowers Fixed Asset Maximum Amount shall not be obligated so reduced) and, unless an Event of Default has occurred and is continuing, thereafter remitted to make any prepayment Co-Borrowers for use in replacing or repairing the damaged Collateral. If, however, Borrower or the applicable Subsidiary does not effect such repair or replacement within 180 days from the date of the Loans otherwise required by this subsection 3.3.1 with respect to such proceeds. In additionrequest, the provisions of this subsection 3.3.1 Fixed Asset Maximum Amount shall be subject to the terms and conditions of the Secured Bond Intercreditor Agreement and, in the event of any conflict between the application of proceeds contemplated by this subsection 3.3.1 and the application of such proceeds reduced as provided for under the Secured Bond Intercreditor Agreement, the Secured Bond Intercreditor Agreement shall govern and control. Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s or any Lender’s consent to the consummation of any disposition or other transaction that is not otherwise permitted by another provision of this Agreement (including, without limitation, subsection 8.2.9 hereof) or another Loan Documentabove.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for (a) 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, shall be applied to reduce the outstanding principal balance of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments), (b) as otherwise provided in subsection 8.2.9(vi) and (c) 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 Borrower Company or any of its Subsidiaries Guarantor 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 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 Borrower Company or such Subsidiary Guarantor 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 Company or such Subsidiary Guarantor from such sale, loss, damage, destruction or condemnation. Prepayments pursuant to this subsection 3.3.1 shallTo the extent that the Collateral sold, subject to lost, damaged, destroyed or condemned consists of Equipment, real Property, or other Property other than Accounts or Inventory, the third sentence of subsection 3.4.1, applicable prepayment shall be applied first, to Agent’s 's costs and expenses relating to the relevant transaction, second, to the installments of principal due under the Term Notes ratably, to be applied to future installment payments in the inverse order of maturity until paid in full and third, to repay outstanding principal of Revolving Credit Loans, but not as a permanent reduction of the Revolving Loan Commitments; provided, that in the case of a sale of (i) the real Property of WNC Cloud located at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000; the real Property of WNTC located at 0000 Xxxxx Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000; or the real Property of WNTC located at 0000 0xx Xxxxxx, Xxxxxxx, Xxxxxxxxxx, such proceeds shall be applied first, to Agent's costs and expenses relating to the relevant transaction, second, 50% of the remaining amount to the installments of principal due under the Term Notes ratably, to be applied to future installment payments in the inverse order of maturity until paid in full, and third, to repay outstanding principal of Revolving Credit Loans, but not as a permanent reduction of the Revolving Loan Commitments and (ii) any Subject Equipment, such proceeds shall be applied first, to repayment of the Other Indebtedness secured by such Subject Equipment and second, in the manner set forth in the first clause of this sentence. To the extent that the Collateral sold, lost, damaged, destroyed or condemned consists of Accounts or Inventory, 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 (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)Commitments. In addition, if the Collateral subject to such sale, loss, damage, destruction or condemnation consists of Eligible Accounts, Eligible Extended Municipal AccountsInventory, Eligible Extra Extended Municipal Accounts, Eligible Xxxx and Hold Inventory or Eligible Patterns and Core BoxesTrailer Inventory, such prepayment shall be specifically applied against the portion of any limits or sublimits contained in the Borrowing Base that are predicated on such Collateral. Notwithstanding anything to the contrary set forth in this subsection 3.3.1foregoing, if the proceeds of insurance (net of costs and taxes incurred) with respect to any disposition, loss, damage, loss or destruction of Equipment or condemnation of Property that constitutes “Noteholder Priority Collateral” under real Property, 3.1 until payment thereof in full; and as defined in the Secured Bond Intercreditor Agreementcase of clause (iii) above, if either Agent or any Lender declines to permit any such repair or replacement or fails to respond to Borrowers use within such three hundred sixty (360) day period, or if the proceeds thereof applicable Company or Guarantor has failed to permanently reduce commit to replace or rebuild the outstanding principal balance ofdamaged Property within such one hundred eighty (180) day period, and/or pay accrued such amount shall be released from the Rebuild Reserve and unpaid interest, costs and expenses relating to, applied to the Secured Bonds, Borrowers shall not be obligated to make any prepayment of Obligations in the Loans otherwise required by this subsection 3.3.1 with respect to such proceeds. In addition, manner specified in the provisions second sentence of this subsection 3.3.1 shall be subject to the terms and conditions of the Secured Bond Intercreditor Agreement and, until payment thereof in the event of any conflict between the application of proceeds contemplated by this subsection 3.3.1 and the application of such proceeds provided for under the Secured Bond Intercreditor Agreement, the Secured Bond Intercreditor Agreement shall govern and control. Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s or any Lender’s consent to the consummation of any disposition or other transaction that is not otherwise permitted by another provision of this Agreement (including, without limitation, subsection 8.2.9 hereof) or another Loan Documentfull.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for dispositions of assets permitted by subsection 8.2.9(ii) and dispositions as provided 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)Section 9.2.2, if any Borrower or any of its their respective Subsidiaries sells any of the Collateral Collateral, or if a casualty occurs with respect to any of the Collateral is lostCollateral, damaged or destroyed or taken by condemnation, at any time when a Dominion Period is in effect, the applicable Borrower shall, subject to Section 4.3.3, unless otherwise agreed by Majority Lenders, pay 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 Revolver Loans, as herein provided, a sum equal to the proceeds (including insurance payments and condemnation awards but net of costs and taxes incurred in connection with such sale or event) (“Sale Proceeds”) received by such Borrower or such Subsidiary from such salesale or casualty; provided that, lossso long as no Activation Period is in effect, 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 no 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 required hereunder in connection with up to $2,000,000 of aggregate Sale Proceeds from sales of Collateral by any Borrower or any of their respective Subsidiaries which are reinvested in similar replacement assets within one hundred eighty (180) days after receipt of such Sale Proceeds by such Borrower or such Subsidiary; provided further, that any portion of the Borrowing Base predicated on Sale Proceeds not actually reinvested within such Collateral. Notwithstanding anything to the contrary set forth one hundred eighty (180) day period shall be prepaid in accordance with this subsection 3.3.1Section; and provided further, if with respect to any disposition, loss, damage, destruction or condemnation that so long as no Event of Property that constitutes “Noteholder Priority Collateral” under Default exists 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 Bondsupon Agent’s discretion during an Activation Period, Borrowers shall not be obligated required to make prepay any prepayment portion of the Loans otherwise required by this subsection 3.3.1 with respect to such proceeds. In addition, the provisions of this subsection 3.3.1 shall be subject to the terms and conditions of the Secured Bond Intercreditor Agreement and, in the event Sale Proceeds on account of any conflict between the application of proceeds contemplated by this subsection 3.3.1 and the application of such proceeds provided for under the Secured Bond Intercreditor Agreement, the Secured Bond Intercreditor Agreement shall govern and control. Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s or LIBOR Loan on any Lender’s consent to the consummation of any disposition or other transaction day that is not otherwise permitted by another provision the last day of this Agreement (including, without limitation, subsection 8.2.9 hereof) the applicable Interest Period if such prepayment would trigger payment of any amount under Section 2.9 so long as such portion of Sale Proceeds is deposited into a segregated Deposit Account of Borrowers maintained with Bank until such time as such prepayment would not trigger payment of any amount under Section 2.9. Any sale or another Loan Documentcasualty of Inventory shall reduce the Borrowing Base to the extent of the value of the applicable Property.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for dispositions of assets permitted by subsection 8.2.9(ii) and dispositions as provided below or 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)Subsection 6.4.2 hereof, if any Borrower or any of its Subsidiaries sells any of the Collateral Equipment or real Property, or if any of the Collateral is lost, damaged lost 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, Borrowers shall pay to Agent for the ratable benefit of Lenders Lenders, unless otherwise agreed by Required Lenders, as and when received by such any Borrower or such Subsidiary and as a mandatory prepayment of the Revolving Credit Loans, as herein provided, a sum equal to the net cash proceeds (including insurance payments but net of costs and taxes incurred in connection with such sale or eventpayments) received by such Borrower or such Subsidiary from such sale, loss, damage, destruction or condemnation. Prepayments pursuant to this subsection 3.3.1 shallTo the extent that the Collateral sold, subject to lost, destroyed or condemned consists of Equipment or real Property, then, except as otherwise provided below, the third sentence of subsection 3.4.1, applicable prepayment shall be applied first, to Agent’s costs and expenses relating to the relevant transaction, and second, to reduce permanently the Fixed Asset Component. Notwithstanding the foregoing, if the proceeds of insurance with respect to any loss or destruction of Equipment or real Property are less than Five Hundred Thousand Dollars ($500,000) or if no Default or Event of Default exists and is continuing, such larger amount as may be consented to by Required Lenders upon Borrower’s request, which consent shall not be unreasonably withheld or delayed, Agent and Lenders shall apply such proceeds to the outstanding principal balance of the Revolving Credit Loans, but Loans (and shall not permanently reduce the Revolving Loan Commitments Fixed Asset Component) and shall permit Borrower within 180 days (it being understood that prepayments required or such longer period as reasonably consented to be made pursuant to subsection 3.3.3 shall also be applied as set forth in this sentence). In addition, if by Agent) after 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 prepayment of the Loans otherwise required receipt by this subsection 3.3.1 with respect to such proceeds. In addition, the provisions of this subsection 3.3.1 shall be subject to the terms and conditions of the Secured Bond Intercreditor Agreement and, in the event of any conflict between the application of proceeds contemplated by this subsection 3.3.1 and the application Borrower of such proceeds provided for under to re-borrow such proceeds in accordance with the Secured Bond Intercreditor Agreement, the Secured Bond Intercreditor Agreement shall govern and control. Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s or any Lender’s consent to the consummation of any disposition or other transaction that is not otherwise permitted by another provision terms of this Agreement for use in replacing or repairing the damaged or lost Collateral. If such damaged or lost Collateral is not replaced or repaired within such 180 day (includingor such longer period as reasonably consented to by Agent) period, without limitation, subsection 8.2.9 hereof) or another Loan Documentthen the Fixed Asset Component shall be permanently reduced by the amount of such proceeds.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for dispositions 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 permitted by subsection 8.2.9(ii) and dispositions in accordance with this Agreement of assets solely constituting Acquisition Term Loan Priority Collateral that are subject required to a Lien permitted by subsection 8.2.5(iv) (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 each caseFull and then to the Obligations as required hereunder. 1. To the extent that the Collateral sold, lost, destroyed or condemned consists of ABL Priority Collateral other than Accounts, the proceeds applicable prepayment shall be applied first, to the installments of which shallprincipal due under the Term Loan ratably, at any time when to be applied to future installment payments in inverse order of maturity until paid in full, and second to repay outstanding principal of Revolving Credit Loans without a Dominion Period is in effectreduction of the Revolving Credit Commitments. To the extent that the Collateral sold, lost, destroyed or condemned consists of Accounts, 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), 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 without 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 reduction of the Revolving Credit LoansCommitments. Prior to entering into any Asset Disposition of assets which constitute Acquisition Term Loan Priority Collateral, but Borrowers shall provide not permanently reduce less than three (3) Business Days’ prior written notice thereof and identify if any such proceeds are being delivered to the deposit accounts subject to Control Agreements whereby Administrative Agent has a first-priority security interest therein. If Administrative Agent does not receive prior written notice that proceeds of Acquisition Term Loan Priority Collateral is being sent to such deposit accounts, Administrative Agent may presumptively rely that all cash received into the deposit account is subject to a first priority security interest, is ABL Priority Collateral, and can be applied to the Revolving Loan Commitments (it being understood that prepayments required to be made pursuant to subsection 3.3.3 shall also be applied Credit Loans 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 prepayment of the Loans otherwise required by this subsection 3.3.1 with respect to such proceeds. In addition, the provisions of this subsection 3.3.1 shall be subject to the terms and conditions of the Secured Bond Intercreditor Agreement and, in the event of any conflict between the application of proceeds contemplated by this subsection 3.3.1 and the application of such proceeds provided for under the Secured Bond Intercreditor Agreement, the Secured Bond Intercreditor Agreement shall govern and control. Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s or any Lender’s consent to the consummation of any disposition or other transaction that is not otherwise permitted by another provision of this Agreement (including, without limitation, subsection 8.2.9 hereof) or another Loan Documentherein.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for dispositions of assets permitted by subsection 8.2.9(ii) and dispositions as provided 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)Section 6.17, if any the Borrower or any of its Subsidiaries sells any of the Collateral or if any of the Collateral is lost, damaged lost 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 LendersLender or unless constituting proceeds of Term Loan Priority Collateral, pay to Agent for the ratable benefit of Lenders Lender as and when received by such the Borrower or such Subsidiary and as a mandatory prepayment reduction of the Loans, as herein providedoutstanding 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 such the Borrower or such Subsidiary from such sale, loss, damage, destruction or condemnation. Prepayments pursuant Notwithstanding the foregoing, if the proceeds of insurance (net of reasonable costs and taxes incurred) with respect to this subsection 3.3.1 shallany loss or destruction of Equipment or Inventory (i) are less than $1,000,000.00, subject unless an Event of Default or Default Period is then in existence, the Lender shall remit such proceeds to the third sentence 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 subsection 3.4.1the Lender, be applied firstremitted 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 Agent’s costs and expenses relating 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 relevant transaction, and second, Lender for application 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 prepayment of the Loans otherwise required by this subsection 3.3.1 with respect to such proceeds. In addition, the provisions of this subsection 3.3.1 shall be subject to the terms and conditions of the Secured Bond Intercreditor Agreement and, in the event of any conflict between the application of proceeds contemplated by this subsection 3.3.1 and the application of such proceeds provided for under the Secured Bond Intercreditor Agreement, the Secured Bond Intercreditor Agreement shall govern and control. Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s or any Lender’s consent to the consummation of any disposition or other transaction that is not otherwise permitted by another provision of this Agreement (including, without limitation, subsection 8.2.9 hereof) or another Loan DocumentAdvances.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for dispositions of assets permitted by subsection 8.2.9(ii) as provided in subsections 6.4.2 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)8.2.9, 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 Co-Borrowers 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 cash 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, damage, loss, damage, destruction or condemnation. Prepayments pursuant to this subsection 3.3.1 shall, subject to the third sentence of subsection 3.4.1, The applicable prepayment shall 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. Subject to the provisions of the following sentence, 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 Fixed Asset Maximum Amount shall be specifically applied against reduced by the portion Net Appraised Orderly Liquidation Value of the Borrowing Base predicated on particular item of Co-Borrowers’ Equipment or the Net Appraised Fair Market Value of the particular piece of Co-Borrowers’ real Property so sold, lost, destroyed or condemned, whether any such Collateral. Notwithstanding anything to sale is permitted by the contrary set forth in provisions of this subsection 3.3.1, subsection 6.4.2 or subsection 8.2.9. Notwithstanding the foregoing, if the proceeds of insurance (net of costs and taxes incurred) with respect to any disposition, loss, damagedamage or destruction of Equipment or real Property (i) are less than $25,000, destruction unless an Event of Default is then in existence, Agent shall remit such proceeds to Co-Borrowers for use in replacing or condemnation repairing the damaged Collateral or (ii) are equal to or greater than $25,000 and Borrower, on its own behalf and on behalf of Property each other Co-Borrower, has requested that constitutes “Noteholder Priority Agent agree to permit Borrower or the applicable Subsidiary to repair or replace the damaged Collateral” under and as defined in the Secured Bond Intercreditor Agreement, Borrowers use the proceeds thereof such amounts shall be provisionally applied to permanently reduce the outstanding principal balance of, and/or pay accrued of the Revolving Credit Loans (and unpaid interest, costs and expenses relating to, the Secured Bonds, Borrowers Fixed Asset Maximum Amount shall not be obligated to make any prepayment so reduced) until the earlier of the Loans otherwise required by this subsection 3.3.1 Agent’s decision with respect thereto or the expiration of 180 days from such request. If Agent agrees, in its reasonable judgment, to permit such proceeds. In additionrepair or replacement under such clause (ii), such amount shall, unless an Event of Default is in existence, be remitted to Co-Borrowers for use in replacing or repairing the damaged Collateral; if Agent declines to permit such repair or replacement or does not respond to Borrower within such 180 day period or Borrower or the applicable Subsidiary does not effect such repair or replacement within said 180 day period, the provisions of this subsection 3.3.1 Fixed Asset Maximum Amount shall be subject to the terms and conditions of the Secured Bond Intercreditor Agreement and, in the event of any conflict between the application of proceeds contemplated by this subsection 3.3.1 and the application of such proceeds reduced as provided for under the Secured Bond Intercreditor Agreement, the Secured Bond Intercreditor Agreement shall govern and control. Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s or any Lender’s consent to the consummation of any disposition or other transaction that is not otherwise permitted by another provision of this Agreement (including, without limitation, subsection 8.2.9 hereof) or another Loan Documentabove.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for dispositions of assets permitted by subsection 8.2.9(ii) as provided in subsections 6.4.2 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)8.2.9, if any Borrower or any of its Subsidiaries sells any of the Collateral Equipment or real Property, or if any of the Collateral is lost, damaged lost or destroyed or taken by condemnation, at any time when a Dominion Period is in effect, the applicable Borrower Borrowers shall, unless otherwise agreed by Majority Lenders, pay to Agent for the ratable benefit of Lenders as and when received by such Borrower Borrowers 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, The applicable prepayment shall 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)Commitments. In additionNotwithstanding the foregoing, if the Collateral subject to such sale, loss, damage, destruction or condemnation consists proceeds of Eligible Accounts, Eligible Extended Municipal Accounts, Eligible Extra Extended Municipal Accounts, Eligible Inventory or Eligible Patterns insurance (net of costs 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 taxes incurred) with respect to any dispositionloss or destruction of Equipment, lossInventory or real Property (i) are less than $500,000, damageunless an Event of Default is then in existence, destruction Agent shall remit such proceeds to Borrowers for use in replacing or condemnation of Property repairing the damaged Collateral or (ii) are equal to or greater than $500,000 and Borrowers have requested that constitutes “Noteholder Priority Agent agree to permit Borrowers or the applicable Subsidiary to repair or replace the damaged Collateral” under and as defined in the Secured Bond Intercreditor Agreement, Borrowers use the proceeds thereof such amounts shall be provisionally applied 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 prepayment of the Revolving Credit Loans otherwise required by this subsection 3.3.1 until the earlier of Agent’s decision with respect thereto or the expiration of 90 days from such request. If Agent agrees, in its reasonable judgment, to permit such proceeds. In additionrepair or replacement under such clause (ii), such amount shall, unless an Event of Default is in existence, be remitted to Borrowers for use in replacing or repairing the provisions damaged Collateral; if Agent declines to permit such repair or replacement or does not respond to Borrowers within such 90 day period, such amount shall be applied to the Loans in the manner specified in the second sentence of this subsection 3.3.1 shall be subject to the terms and conditions of the Secured Bond Intercreditor Agreement and, until payment thereof in the event of any conflict between the application of proceeds contemplated by this subsection 3.3.1 and the application of such proceeds provided for under the Secured Bond Intercreditor Agreement, the Secured Bond Intercreditor Agreement shall govern and control. Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s or any Lender’s consent to the consummation of any disposition or other transaction that is not otherwise permitted by another provision of this Agreement (including, without limitation, subsection 8.2.9 hereof) or another Loan Documentfull.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for dispositions of assets permitted by subsection 8.2.9(ii) as provided in subsections 6.4.2 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)8.2.9, if any Borrower or any of its Subsidiaries sells CHICAGO/#1571873.4 any of the Collateral or if any of the Collateral is lost, damaged lost or destroyed or taken by condemnation, at any time when a Dominion Period is in effect, the applicable Borrower such Borrowers shall, unless otherwise agreed by Majority Lenders, pay to Agent for the ratable benefit of Lenders as and when received by such Borrower Borrowers 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 shallTo the extent that the Collateral sold, subject lost, destroyed or condemned consists of Equipment (other than Equipment that was financed with the proceeds of Equipment Loans), real Property, or other Property other than Accounts or Inventory, the applicable prepayment shall be applied first to the third sentence installments of subsection 3.4.1principal due under the Term Notes ratably, to be applied firstto future installment payments in inverse order of maturity/on a ratable basis until paid in full, second to the installments of principal due under the Equipment Loan Notes ratably, to Agent’s costs be applied to future installment payments in inverse order of maturity, and expenses relating third to repay outstanding principal of Revolving Credit Loans and to reduce the Revolving Loan Commitments on a ratable basis. To the extent that Collateral sold, lost, destroyed or condemned consists of Equipment that was financed with the proceeds of Equipment Loans, the applicable prepayment shall be applied first to the relevant transactioninstallments of principal due under the applicable Equipment Loan Notes, ratably, to be applied to future installment payments in inverse order of maturity until paid in full, second to installments of principal due under the other Equipment Loan Notes, ratably, to be applied to future installment payments in inverse order of maturity, third to installments of principal due under the Term Notes, ratably, to be applied to future installment payments in inverse order of maturity, and secondfourth to repay outstanding principal of Revolving Credit Loans and to reduce the Revolving Loan Commitments on a pro rata basis. To the extent that the Collateral sold, lost, destroyed or condemned consists of Accounts or Inventory, 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 (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)Commitments. In additionNotwithstanding the foregoing, if the Collateral subject to such sale, loss, damage, destruction or condemnation consists proceeds of Eligible Accounts, Eligible Extended Municipal Accounts, Eligible Extra Extended Municipal Accounts, Eligible Inventory or Eligible Patterns insurance (net of costs 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 taxes incurred) with respect to any dispositionloss or destruction of Equipment, lossInventory or real Property (i) are less than $500,000, damageunless an Event of Default is then in existence, destruction Agent shall remit such proceeds to Borrowers for use in replacing or condemnation of Property repairing the damaged Collateral or (ii) are equal to or greater than $500,000 and Borrowers have requested that constitutes “Noteholder Priority Agent agree to permit Borrowers or the applicable Subsidiary to repair or replace the damaged Collateral” under and as defined in the Secured Bond Intercreditor Agreement, Borrowers use the proceeds thereof such amounts shall be provisionally applied 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 prepayment of the Revolving Credit Loans otherwise required by this subsection 3.3.1 until the earlier of Agent’s decision with respect thereto or the expiration of 90 days from such request. If Agent agrees, in its reasonable judgment, to permit such proceeds. In additionrepair or replacement under such clause (ii), such amount shall, unless an Event of Default is in existence, be remitted to Borrowers for use in replacing or repairing the provisions damaged Collateral; if Agent declines to permit such repair or replacement or does not respond to Borrowers within such 90 day period, such amount shall be applied to the Loans in the manner specified in the second or third sentence of this subsection 3.3.1 shall be subject to the terms and conditions of the Secured Bond Intercreditor Agreement and3.3.1, as applicable, until payment thereof in the event of any conflict between the application of proceeds contemplated by this subsection 3.3.1 and the application of such proceeds provided for under the Secured Bond Intercreditor Agreement, the Secured Bond Intercreditor Agreement shall govern and control. Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s or any Lender’s consent to the consummation of any disposition or other transaction that is not otherwise permitted by another provision of this Agreement (including, without limitation, subsection 8.2.9 hereof) or another Loan Documentfull.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for with respect to sales or dispositions of assets permitted by subsection 8.2.9(ii) and dispositions in accordance with this Agreement of assets that are subject to 8.2.8 (unless subsection 8.2.8 specifically provides for 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 prepayment of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan CommitmentsTerm Loans and other Obligations), if any (a) Borrower or any of its Subsidiaries sells any of the Collateral its Property or if any Property of the Collateral Borrower or any of its Subsidiaries is lost, damaged lost or destroyed or taken by condemnation, and (b) at any the time when that a Dominion Period is in effectprepayment of Term Loans or other Obligations would otherwise be required under this subsection 3.3.1, the applicable 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 LendersLenders 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 such Borrower or any such Subsidiary and as a mandatory prepayment of the LoansTerm Loans and other Obligations, 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) Net Cash Proceeds received by such Borrower or such Subsidiary from such sale, loss, damage, destruction or condemnation. Prepayments , to be applied to the Term Loans as follows: (i) except as provided in clause (ii) below, the applicable prepayments of Term Loans 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 or pursuant to subsection 3.3.3 3.3.2 or 3.3.4) shall also be applied as set forth to the installments of principal payable 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 respect of the Borrowing Term Loans, in the inverse order of maturity (beginning with the payment due on the last day of the Term), ratably amongst any Base predicated Rate Portion and all LIBOR Portions (and amongst all Interest Periods thereof) and ratably amongst the Lenders until paid in full; (ii) notwithstanding clause (i) above, unless an Event of Default has occurred and is continuing on the date such Collateral. Notwithstanding anything to the contrary set forth in this subsection 3.3.1Net Cash Proceeds are recovered by Borrower or its applicable Subsidiary, if Administrative Agent shall remit any Net Cash Proceeds with respect to any disposition, loss, damage, loss or destruction of Nonrental Equipment or condemnation of real Property that constitutes “Noteholder Priority Collateral” under and received by Administrative Agent to Borrower or its applicable Subsidiary (so long as defined such Subsidiary is not a Foreign Subsidiary) for use in replacing or repairing the damaged Collateral or purchasing assets used or useful in the Secured Bond Intercreditor Agreement, Borrowers business of Borrower or such applicable Subsidiary. Pending such 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 such amounts shall not be obligated required to make any prepayment so prepay the Term Loans until the expiration of 180 days from such receipt at which point that portion of such amount which has not been so used during such 180-day period shall be applied to the Term Loans otherwise required by this subsection 3.3.1 with respect to such proceeds. In addition, and other Obligations in the provisions manner specified in clause (i) of this subsection 3.3.1 shall be subject to the terms and conditions of the Secured Bond Intercreditor Agreement and, until payment thereof in the event of any conflict between the application of proceeds contemplated by this subsection 3.3.1 and the application of such proceeds provided for under the Secured Bond Intercreditor Agreement, the Secured Bond Intercreditor Agreement shall govern and control. Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s or any Lender’s consent to the consummation of any disposition or other transaction that is not otherwise permitted by another provision of this Agreement (including, without limitation, subsection 8.2.9 hereof) or another Loan Documentfull.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for dispositions of assets permitted by subsection 8.2.9(ii) as provided in subsections 6.4.2 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)8.2.9, if any Borrower or any of its Subsidiaries sells any of the Collateral or if any of the Collateral is lost, damaged lost 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 shallTo the extent that the Collateral sold, subject lost, destroyed or condemned consists of Equipment (other than Equipment that was financed with the proceeds of Equipment Loans), real Property, or other Property other than Accounts or Inventory, the applicable prepayment shall be applied first to the third sentence installments of subsection 3.4.1principal due under the Term Notes ratably, to be applied first, to Agent’s costs and expenses relating to the relevant transactionfuture installment payments in inverse order of maturity/on a ratable basis until paid in full, and secondsecond to repay outstanding principal of Revolving Credit Loans. To the extent that the Collateral sold, lost, destroyed or condemned consists of Accounts or Inventory, 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 (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 CollateralCommitments. 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 prepayment of the Loans otherwise required by this subsection 3.3.1 with respect to such proceeds. In addition, the provisions of this subsection 3.3.1 shall be subject to the terms and conditions of the Secured Bond Intercreditor Agreement and, in the event of any conflict between the application of proceeds contemplated by this subsection 3.3.1 and the application of such proceeds provided for under the Secured Bond Intercreditor Agreement, the Secured Bond Intercreditor Agreement shall govern and control. Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s or any Lender’s consent to the consummation of any disposition or other transaction that is not otherwise permitted by another provision of this Agreement (including, without limitation, subsection 8.2.9 hereof) or another Loan Document.foregoing:

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 Collateral received during the existence of a Event of Default (which shall, at any time when a Dominion Period is in effect, shall be applied to reduce the outstanding principal balance of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitmentsas set forth in subsection 3.4.2), if any Borrower Company or any of its Subsidiaries Guarantor 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 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 Borrower Company or such Subsidiary 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 Borrower Company or such Subsidiary Guarantor from such sale, loss, damage, destruction or condemnation. Prepayments pursuant to this subsection 3.3.1 shallIn each case, subject to the third sentence of subsection 3.4.1, applicable prepayment shall 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 and thereafter to be made pursuant to subsection 3.3.3 shall also be applied as set forth in this sentence)any outstanding Obligations. In addition, if the Collateral subject to such sale, loss, damage, destruction or condemnation consists of of (a) Eligible Accounts, Eligible Extended Municipal AccountsInventory, Eligible Extra Extended Municipal Accounts, Eligible Bxxx and Hold Inventory or Eligible Patterns and Core BoxesTrailer Inventory, at all times such prepayment shall be specifically applied against the portion of any limits or sublimits contained in the Borrowing Base that are predicated on such Collateral. Notwithstanding anything , (b) Eligible Equipment or Eligible Real Property, at all times on or after the Fixed Asset Election Date such prepayment shall be specifically applied against any limits or sublimits contained in the Borrowing Base that are predicated on such Collateral and (c) Equipment or Real Property, at all times prior to the contrary set forth Fixed Asset Election Date such proceeds that (i) exceed $1,000,000 in this subsection 3.3.1, if the aggregate in any calendar year shall reduce dollar for dollar the amount of the Fixed Asset Sublimit and the Maximum Fixed Asset Amount in an amount equal to such excess or (ii) total at least $500,000 with respect to any disposition, individual sale or loss, damage, destruction or condemnation of Property that constitutes “Noteholder Priority Collateral” under and as defined in shall reduce dollar for dollar 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 prepayment amount of the Loans otherwise required by this subsection 3.3.1 with respect Fixed Asset Sublimit and the Maximum Fixed Asset Amount in an amount equal to such proceeds. In addition, the provisions of this subsection 3.3.1 shall be subject to the terms and conditions of the Secured Bond Intercreditor Agreement and, in the event of any conflict between the application of proceeds contemplated by this subsection 3.3.1 and the application of such proceeds provided for under the Secured Bond Intercreditor Agreement, the Secured Bond Intercreditor Agreement shall govern and control. Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s sale or any Lender’s consent to the consummation of any disposition or other transaction that is not otherwise permitted by another provision of this Agreement (including, without limitation, subsection 8.2.9 hereof) or another Loan Documentloss.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for with respect to sales or dispositions of assets permitted by subsection 8.2.9(ii) and dispositions in accordance with this Agreement of assets that are subject to 8.2.8 (unless subsection 8.2.8 specifically provides for 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 prepayment of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan CommitmentsLoans and other Obligations), if any Borrower or any of its Subsidiaries sells any of the Collateral Property or if any Property of the Collateral any Borrower or any of their Subsidiaries is lost, damaged lost or destroyed or taken by condemnation, at any time when a Dominion Period is in effect, the applicable Borrower Borrowers shall, unless otherwise agreed by Majority Lenders, pay to Administrative Agent for the ratable benefit of Lenders as and when received by such any Borrower or such Subsidiary and as a mandatory prepayment of the LoansLoans and other Obligations, as herein provided, a sum equal to 100% of the proceeds (including insurance payments but net of costs and taxes incurred in connection with such sale or event) Net Cash Proceeds received by such Borrower or such Subsidiary from such sale, loss, damage, destruction or condemnation. Prepayments condemnation to be applied first to any payments or prepayments required, pursuant to this subsection 3.3.1 shall3.2.1(i), subject with respect to any Overadvance or other situation in which the aggregate principal amount of all Revolving Credit Loans plus the unpaid balance of LC Obligations plus the sum of the LC Amount plus the amount of the Outstanding LC Obligations, plus reserves, exceeds the Borrowing Base, accompanied by a permanent reduction of the Revolving Loan Commitments (such reduction to be on a dollar-for-dollar basis with the amount of such repayment and to be ratable among the Lenders), and thereafter to the third sentence of subsection 3.4.1Loans and other Obligations as follows: (i) except as provided in clauses (ii) and (iii) below, the applicable prepayment shall be applied firstfirst to the installments of principal payable under the Term Loans, in the inverse order of maturity (beginning with the payment due on the last day of the Term) and ratably amongst the Lenders until paid in full, second to repay outstanding principal of Revolving Credit Loans until paid in full, in each case accompanied by a permanent reduction of the Revolving Loan Commitments (such reduction to be on a dollar-for-dollar basis with the amount of such repayment and to be ratable among the Lenders), and third, to Agent’s costs cash collateralize outstanding Letters of Credit; (ii) notwithstanding clause (i), if any Collateral consisting of all or part of the assets or business constituting the Studio and expenses relating Hoist business units of Borrowers is sold, whether in a single transaction or a series of related transactions, and Borrower Representative shall have given Administrative Agent written notice prior to the relevant transactionconsummation of such sale of Borrowers’ intention to use the Net Cash Proceeds thereof to reinvest in the business of Borrowers and their Subsidiaries (other than Foreign Subsidiaries) through the purchase of assets used or useful in the business of Borrowers and their Subsidiaries (other than Foreign Subsidiaries), and second, then such Net Cash Proceeds shall be provisionally applied to reduce the outstanding principal balance of the Revolving Credit LoansLoans until paid in full and thereafter to cash collateralize Letters of Credit pending such reinvestment; provided, but that if (1) any Default or Event of Default shall not permanently reduce have occurred and be continuing on the Revolving Loan Commitments date such Net Cash Proceeds are received by the applicable Borrower or its Subsidiary, (it being understood that prepayments required 2) the conditions to be made pursuant to subsection 3.3.3 shall also be applied as borrowing set forth in subsection 9.2 can not be satisfied on the date Borrowers elect to reinvest such Net Cash Proceeds or (3) the applicable Borrower or its Subsidiary shall have failed to complete such reinvestment within 180 days after consummation of the sale of the applicable business unit, then such portion of the Net Cash Proceeds as has not been reinvested at such time shall be paid to Administrative Agent to be applied to the Loans and other Obligations as provided in clause (i) of this sentencesubsection 3.3.1 until payment thereof in full; (iii) notwithstanding the foregoing clause (i). 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 Net Cash Proceeds with respect to any dispositionloss or destruction of Nonrental Equipment or real Property (A) are less than $5,000,000, lossunless an Event of Default has occurred and is continuing on the date such Net Cash Proceeds are received by the applicable Borrower or its Subsidiary or the conditions to borrowing set forth in subsection 9.2 cannot be satisfied on the date such Net Cash Proceeds are to be remitted to Borrowers, damage, destruction Administrative Agent shall remit such Net Cash Proceeds to Borrowers for use in replacing or condemnation of Property that constitutes “Noteholder Priority Collateral” under and as defined repairing the damaged Collateral or purchasing assets used or useful in the Secured Bond Intercreditor Agreementbusiness of Borrowers and their Subsidiaries (other than Foreign Subsidiaries) or (B) are equal to or greater than $5,000,000 and Borrowers have requested that Administrative Agent agree to permit Borrowers or the applicable Subsidiary to repair or replace the damaged Collateral or to purchase assets used or useful in the business of Borrowers and their Subsidiaries (other than Foreign Subsidiaries), Borrowers use the proceeds thereof such amounts shall be provisionally applied to permanently reduce the outstanding principal balance ofof the Revolving Credit Loans until the earlier of Administrative Agent’s decision with respect thereto (provided, and/or pay accrued and unpaid interest, costs and expenses relating tothat if such proceeds exceed $10,000,000, the Secured Bonds, Borrowers shall not be obligated to make any prepayment consent of the Majority Lenders shall be required) or the expiration of 180 days from such request. If Administrative Agent (or Majority Lenders, as applicable) agrees, in its (or their) reasonable judgment, to permit such repair, replacement or purchase, such amount shall, unless an Event of Default has occurred and is continuing or the other conditions set forth in subsection 9.2 can no longer be satisfied, be remitted to Borrowers for use in replacing or repairing the damaged Collateral or to purchase assets used or useful in the business of Borrowers; if Administrative Agent (or Majority Lenders, as applicable) declines to permit such repair, replacement or purchase or does not respond to Borrowers within such 180 day period, such amount shall be applied to the Loans otherwise required by this subsection 3.3.1 with respect to such proceeds. In addition, and other Obligations in the provisions manner specified in clause (i) of this subsection 3.3.1 shall be subject to the terms and conditions of the Secured Bond Intercreditor Agreement and, until payment thereof in the event of any conflict between the application of proceeds contemplated by this subsection 3.3.1 and the application of such proceeds provided for under the Secured Bond Intercreditor Agreement, the Secured Bond Intercreditor Agreement shall govern and control. Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s or any Lender’s consent to the consummation of any disposition or other transaction that is not otherwise permitted by another provision of this Agreement (including, without limitation, subsection 8.2.9 hereof) or another Loan Documentfull.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for dispositions of assets permitted by subsection 8.2.9(ii) and dispositions as provided below or 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)Section 6.4.2 hereof, if any Borrower or any of its Subsidiaries sells any of the Collateral Equipment or real Property, or if any of the Collateral is lost, damaged lost 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, shall pay to Agent for the ratable benefit of Lenders Lenders, unless otherwise agreed by Required 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 net cash proceeds (including insurance payments but net of costs and taxes incurred in connection with such sale or eventpayments) 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 The applicable prepayment shall be applied first to the third sentence installments of subsection 3.4.1principal due under the Term Notes B, be applied firstpro rata, to Agent’s costs and expenses relating in the inverse order of their maturities until paid in full, second to the relevant transactioninstallments of principal due under the Term Notes A, pro rata, in inverse order of maturities until paid in full and second, third to reduce the outstanding principal balance of the Revolving Credit Loans, but shall not permanently reduce . To the Revolving Loan Commitments (it being understood extent 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 salesold, losslost, damage, destruction destroyed or condemnation condemned consists of Eligible Accounts, Eligible Extended Municipal Accounts, Eligible Extra Extended Municipal Accounts, Eligible Inventory or Eligible Patterns and Core Boxesother Property other than Equipment or real Property, such the applicable 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 prepayment of the Loans otherwise required by this subsection 3.3.1 Revolving Credit Loans. Notwithstanding the foregoing, if the proceeds of insurance with respect to any loss or destruction of Equipment, Inventory or real Property are less than $50,000, Agent and Lenders shall apply such proceeds. In addition, the provisions of this subsection 3.3.1 shall be subject proceeds to the terms and conditions outstanding principal balance of the Secured Bond Intercreditor Agreement and, in Revolving Credit Loans and shall permit Borrower within 180 days (or such longer period as reasonably consented to by Agent) after the event of any conflict between receipt by the application of proceeds contemplated by this subsection 3.3.1 and the application Borrower of such proceeds provided for under to reborrow such proceeds in accordance with the Secured Bond Intercreditor Agreement, the Secured Bond Intercreditor Agreement shall govern and control. Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s or any Lender’s consent to the consummation of any disposition or other transaction that is not otherwise permitted by another provision terms of this Agreement for use in replacing or repairing the damaged or lost Collateral. If such damaged or lost Collateral is not replaced or repaired within such 180 day (includingor such longer period as reasonably consented to by Agent) period, without limitation, subsection 8.2.9 hereof) all such proceeds shall be applied to installments of principal due under the Term Notes A or another Loan Documentthe Term Notes B in the manner specified in the second sentence of this Section 3.3.1 until payment thereof in full.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for dispositions of assets permitted by subsection 8.2.9(ii) and dispositions as provided 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)Section 6.17, if any the Borrower or any of its Subsidiaries sells any of the Collateral or if any of the Collateral is lost, damaged lost 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 LendersLender, pay to Agent for the ratable benefit of Lenders Lender as and when received by such the Borrower or such Subsidiary and as a mandatory reduction of the outstanding principal balance of the Revolving Advances (and if such Collateral consists of Real Property, (x) with a corresponding permanent reduction in the Real Estate Sublimit component of the Borrowing Base and (y) as a mandatory prepayment of the Loans, as herein providedReal Estate Term Advance of all excess proceeds (if any) after application to the Revolving Advances in an amount not to exceed the amount of Revolving Advances attributable to the Real Estate Sublimit), 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 such the Borrower or such Subsidiary from such sale, loss, damage, destruction or condemnation. Prepayments pursuant Notwithstanding the foregoing, if the proceeds of insurance (net of reasonable costs and taxes incurred) with respect to this subsection 3.3.1 shallany loss or destruction of Equipment or Inventory (i) are less than $1,000,000.00, subject unless an Event of Default or Default Period is then in existence, the Lender shall remit such proceeds to the third sentence 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 subsection 3.4.1the Lender, be applied firstremitted 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 Agentthe 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 costs and expenses relating receipt thereof, such amounts shall be paid to the relevant transaction, and second, Lender for application 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 prepayment of the Loans otherwise required by this subsection 3.3.1 with respect to such proceeds. In addition, the provisions of this subsection 3.3.1 shall be subject to the terms and conditions of the Secured Bond Intercreditor Agreement and, in the event of any conflict between the application of proceeds contemplated by this subsection 3.3.1 and the application of such proceeds provided for under the Secured Bond Intercreditor Agreement, the Secured Bond Intercreditor Agreement shall govern and control. Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s or any Lender’s consent to the consummation of any disposition or other transaction that is not otherwise permitted by another provision of this Agreement (including, without limitation, subsection 8.2.9 hereof) or another Loan DocumentAdvances.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for dispositions of assets permitted by subsection 8.2.9(ii) as provided in subsections 6.4.2 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)8.2.9, if any Borrower or any of its Subsidiaries sells any of the Collateral or if any of the Collateral is lost, damaged lost or destroyed or taken by condemnation, at any time when a Dominion Period is in effect, the applicable Borrower such Borrowers shall, unless otherwise agreed by Majority Lenders, pay to Agent for the ratable benefit of Lenders as and when received by such Borrower Borrowers 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 shallTo the extent that the Collateral sold, subject lost, destroyed or condemned consists of Equipment, real Property, or other Property other than Accounts or Inventory, the applicable prepayment shall be applied first to the third sentence installments of subsection 3.4.1principal due under the Term Notes ratably, to be applied firstto future installment payments in inverse order of maturity/on a ratable basis until paid in full and second to repay outstanding principal of Revolving Credit Loans and to reduce the Revolving Loan Commitments on a ratable basis. To the extent that the Collateral sold, to Agent’s costs and expenses relating to lost, destroyed or condemned consists of Accounts or Inventory, the relevant transaction, and second, 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 (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)Commitments. In additionNotwithstanding the foregoing, if the Collateral subject to such sale, loss, damage, destruction or condemnation consists proceeds of Eligible Accounts, Eligible Extended Municipal Accounts, Eligible Extra Extended Municipal Accounts, Eligible Inventory or Eligible Patterns insurance (net of costs 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 taxes incurred) with respect to any dispositionloss or destruction of Equipment, lossInventory or real Property (i) are less than $500,000, damageunless an Event of Default is then in existence, destruction Agent shall remit such proceeds to Borrowers for use in replacing or condemnation of Property repairing the damaged Collateral or (ii) are equal to or greater than $500,000 and Borrowers have requested that constitutes “Noteholder Priority Agent agree to permit Borrowers or the applicable Subsidiary to repair or replace the damaged Collateral” under and as defined in the Secured Bond Intercreditor Agreement, Borrowers use the proceeds thereof such amounts shall be provisionally applied 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 prepayment of the Revolving Credit Loans otherwise required by this subsection 3.3.1 until the earlier of Agent's decision with respect thereto or the expiration of 90 days from such request. If Agent agrees, in its reasonable judgment, to permit such proceeds. In additionrepair or replacement under such clause (ii), such amount shall, unless an Event of Default is in existence, be remitted to Borrowers for use in replacing or repairing the provisions damaged Collateral; if Agent declines to permit such repair or replacement or does not respond to Borrowers within such 90 day period, such amount shall be applied to the Loans in the manner specified in the second or third sentence of this subsection 3.3.1 shall be subject to the terms and conditions of the Secured Bond Intercreditor Agreement and3.3.1, as applicable, until payment thereof in the event of any conflict between the application of proceeds contemplated by this subsection 3.3.1 and the application of such proceeds provided for under the Secured Bond Intercreditor Agreement, the Secured Bond Intercreditor Agreement shall govern and control. Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s or any Lender’s consent to the consummation of any disposition or other transaction that is not otherwise permitted by another provision of this Agreement (including, without limitation, subsection 8.2.9 hereof) or another Loan Documentfull.