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 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 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.real Property,

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 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. (a) Except for dispositions of assets permitted by subsection 8.2.9(iias provided in subsections 5.4.2, 7.2.9 and 3.3.1 (b) 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)below, 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 the applicable Agent for the ratable benefit of the applicable Lenders as and when received by such the applicable 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 eventevent and amounts required to remove Permitted Liens that are prior to the Liens of Agents) received by such the applicable Borrower or such Subsidiary from such sale, loss, damage, destruction or condemnation. Prepayments pursuant to this To the extent that the Collateral sold, lost, destroyed or condemned consists of Equipment, real Property, or other Property of a U.S. Loan Party other than Accounts or Inventory, then, except as otherwise provided in subsection 3.3.1 shall7.2.9(vii), subject 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 until paid in full, and secondsecond to repay outstanding principal of U.S., Canadian or U.K. Revolving Credit Loans, as applicable, on a ratable basis. To the extent that the Collateral sold, lost, destroyed or condemned consists of Accounts or Inventory or any other asset of a Canadian Loan Party, the applicable prepayment shall be applied to reduce the outstanding principal balance of the Canadian Revolving Credit Loans but shall not permanently reduce the Canadian Revolving Loan Commitments. To the extent that the Collateral sold, lost, destroyed or condemned consists of Accounts or Inventory or any other asset of a U.K. Loan Party, the applicable prepayment shall be applied to reduce the outstanding principal balance of the U.K. Revolving Credit Loans (or if the principal balance of such U.K. Revolving Credit Loans has been reduced to the Dollar Equivalent of $0, U.S. Revolving Loans), but shall not permanently reduce the U.K. (or U.S., if applicable) 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 proceeds of any such sale, loss, damage, destruction condemnation or condemnation consists insurance (in each case net of Eligible Accounts, Eligible Extended Municipal Accounts, Eligible Extra Extended Municipal Accounts, Eligible Inventory or Eligible Patterns 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 dispositioncondemnation, loss or destruction of Equipment, Inventory, real Property or other Collateral (i) are less than $750,000, unless an Event of Default is then in existence, Agent shall remit such proceeds to the applicable Borrower for use in, reinvestment or, as appropriate, replacing or repairing the damaged Collateral or (ii) are equal to or greater than $750,000 and the applicable Borrower has requested that Agent agree to permit such Borrower or the applicable Subsidiary to apply such proceeds toward reinvestment or, as appropriate, to repair or replace the damaged Collateral, such amounts shall be provisionally applied to reduce the outstanding principal balance of the U.S., Canadian or U.K. Revolving Credit Loans, as applicable. Such amount shall, unless an Event of Default is in existence, be remitted to the applicable Borrower for use in such reinvestment or, as appropriate, in replacing or repairing the damaged Collateral; provided that such reinvestment, repairs or replacements (as appropriate) are commenced within 180 days of the date of receipt of such insurance proceeds and diligently completed thereafter. If such reinvestment, repairs or replacements (as appropriate) are not commenced within any such 180-day period, then such amount shall be applied to the Loans in the manner specified in the second or third sentence, as applicable, of this subsection 3.3.1 until payment thereof in full. For the avoidance of doubt, in no case will the proceeds from any sale, loss, damage, destruction or condemnation of Property that constitutes “Noteholder Priority Collateral” under and as defined in the Secured Bond Intercreditor AgreementAccounts, Borrowers use the proceeds thereof Inventory or any other asset of any Canadian Loan Party be 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 Loans otherwise required by this subsection 3.3.1 with respect to such proceeds. In additionU.S. Obligations and in no case will the proceeds from any sale, the provisions of this subsection 3.3.1 shall be subject to the terms and conditions loss, destruction or condemnation of the Secured Bond Intercreditor Agreement andAccounts, in the event Inventory or other asset of any conflict between Canadian Loan Party be applied to reduce the application outstanding balance of the U.K. Obligations, and in no case will the proceeds contemplated by this subsection 3.3.1 and from any sale, loss, destruction or condemnation of the application of such proceeds provided for under the Secured Bond Intercreditor AgreementAccounts, the Secured Bond Intercreditor Agreement shall govern and control. Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s Inventory or any Lender’s consent to the consummation other asset of any disposition or other transaction that is not otherwise permitted by another provision U.K. Loan Party be applied to reduce the outstanding balance of this Agreement (including, without limitation, subsection 8.2.9 hereof) or another Loan Documentthe Canadian Obligations.

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.

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) 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.