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

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Concurrently with the receipt by any Loan Party or its Subsidiaries of any Net Cash Proceeds from any Asset Disposition, in an amount equal to 100% of those Net Cash Proceeds; provided that, at the option of Borrower Representative (as elected by Borrower Representative in writing to Administrative Agent on or prior to the fifth Business Day after the date of receipt of such Net Cash Proceeds), and so long as no Default or Event of Default shall have occurred and be continuing, Borrowers may reinvest all or any portion of such Net Cash Proceeds in long-term assets used or useful in their business (such assets, “Additional Assets”) so long as such reinvestment is made within 180 days after the receipt of such Net Cash Proceeds (as certified by Borrower Representative in writing to Administrative Agent); provided further, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 4.3.1 upon the expiration of such applicable period; provided, further, to the extent that (1) the assets that were subject to the Asset Disposition constituted ABL Priority Collateral or Acquisition Term Loan Priority Collateral, such Additional Assets shall also constitute ABL Priority Collateral or Acquisition Term Loan Priority Collateral, respectively (and Borrowers or their Subsidiaries, as the case may be, shall promptly take such action (if any) as may be required to cause that portion of such reinvestment constituting ABL Priority Collateral or Acquisition Term Loan Priority Collateral, as applicable, to be added to the ABL Priority Collateral or Acquisition Term Loan Priority Collateral securing the Obligations or the Acquisition Term Debt, as applicable), (2) any such Asset Disposition that consisted of or constituted any portion of ABL Priority Collateral, such Net Cash Proceeds shall be applied to the Obligations, and (3) any such Asset Disposition is of assets solely constituting Acquisition Term Loan Priority Collateral that are required to be applied to the Acquisition Term Debt pursuant to the terms of the Acquisition Term Loan Agreement, then the Net Cash Proceeds of such Asset Disposition shall first be applied to the Acquisition Term Debt as required under the Acquisition Term Loan Documents until the Acquisition Term Debt is Paid in Full and then to the Obligations as required hereunder. To the extent the Net Cash proceeds of any Asset Disposition are required to be applied to the 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 applicable prepayment shall be applied first, to the installments of principal due under the Term Loan ratably, 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 reduction 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, without a reduction of the Revolving Credit Commitments. Prior to entering into any Asset Disposition of assets which constitute Acquisition Term Loan Priority Collateral, Borrowers shall provide not 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 Credit Loans as set forth herein.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Concurrently with the receipt by any Loan Party or its Subsidiaries of any Net Cash Proceeds from any Asset Disposition, in an amount equal to 100% of those Net Cash Proceeds; provided that, at the option of Borrower Representative (as elected by Borrower Representative in writing to Administrative Agent on or prior to the fifth Business Day after the date of receipt of such Net Cash Proceeds), and so long as no Default or Event of Default shall have occurred and be continuing, Borrowers may reinvest all or any portion of such Net Cash Proceeds in long-term assets used or useful in their business (such assets, “Additional Assets”) so long as such reinvestment is made within 180 days after the receipt of such Net Cash Proceeds (as certified by Borrower Representative in writing to Administrative Agent); provided further, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 4.3.1 upon the expiration of such applicable period; provided, further, to the extent that (1) the assets that were subject to the Asset Disposition constituted ABL Priority Collateral or Acquisition Term Loan Priority Collateral, such Additional Assets shall also constitute ABL Priority Collateral or Acquisition Term Loan Priority Collateral, respectively (and Borrowers or their Subsidiaries, as the case may be, shall promptly take such action (if any) as may be required to cause that portion of such reinvestment constituting ABL Priority Collateral or Acquisition Term Loan Priority Collateral, as applicable, to be added to the ABL Priority Collateral or Acquisition Term Loan Priority Collateral securing the Obligations or the Acquisition Term Debt, as applicable), (2) any such Asset Disposition that consisted of or constituted any portion of ABL Priority Collateral, such Net Cash Proceeds shall be applied to the Obligations, and (3) any such Asset Disposition is of assets solely constituting Acquisition Term Loan Priority Collateral that are required to be applied to the Acquisition Term Debt pursuant to the terms of the Acquisition Term Loan Agreement, then the Net Cash Proceeds of such Asset Disposition shall first be applied to the Acquisition Term Debt as required under the Acquisition Term Loan Documents until the Acquisition Term Debt is Paid in Full and then to the Obligations as required hereunder. To the extent the Net Cash proceeds of any Asset Disposition are required to be applied to the 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 applicable prepayment shall be applied first, to the installments of principal due under the Term Loan ratably, 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 reduction 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, without a reduction of the Revolving Credit Commitments. Prior to entering into any Asset Disposition of assets which constitute Acquisition Term Loan Priority Collateral, Borrowers shall provide not 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 Credit Loans as set forth herein.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Concurrently with the receipt by Except as provided in subsections 6.4.2 and 8.2.9, if any Loan Party Borrower or any of its Subsidiaries sells any of the Collateral or if any Net Cash Proceeds from any Asset Dispositionof the Collateral is lost or destroyed or taken by condemnation, in an amount equal such Borrowers shall, unless otherwise agreed by Majority Lenders, pay to 100% Agent for the ratable benefit of those Net Cash Proceeds; provided that, at the option of Borrower Representative (Lenders as elected and when received by Borrower Representative in writing to Administrative Agent on such Borrowers or prior to the fifth Business Day after the date of receipt of such Net Cash Proceeds), Subsidiary 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 a mandatory prepayment of the Loans Loans, as set forth in this Section 4.3.1 upon the expiration of such applicable period; herein provided, further, a sum equal to the extent that proceeds (1including insurance payments but net of costs and taxes incurred in connection with such sale or event) the assets that were subject to the Asset Disposition constituted ABL Priority Collateral received by such Borrower or Acquisition Term Loan Priority Collateralsuch Subsidiary from such sale, such Additional Assets shall also constitute ABL Priority Collateral loss, destruction or Acquisition Term Loan Priority Collateral, respectively (and Borrowers or their Subsidiaries, as the case may be, shall promptly take such action (if any) as may be required to cause that portion of such reinvestment constituting ABL Priority Collateral or Acquisition Term Loan Priority Collateral, as applicable, to be added to the ABL Priority Collateral or Acquisition Term Loan Priority Collateral securing the Obligations or the Acquisition Term Debt, as applicable), (2) any such Asset Disposition that consisted of or constituted any portion of ABL Priority Collateral, such Net Cash Proceeds shall be applied to the Obligations, and (3) any such Asset Disposition is of assets solely constituting Acquisition Term Loan Priority Collateral that are required to be applied to the Acquisition Term Debt pursuant to the terms of the Acquisition Term Loan Agreement, then the Net Cash Proceeds of such Asset Disposition shall first be applied to the Acquisition Term Debt as required under the Acquisition Term Loan Documents until the Acquisition Term Debt is Paid in Full and then to the Obligations as required hereunder. To the extent the Net Cash proceeds of any Asset Disposition are required to be applied to the 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 4.3.1condemnation. To the extent that the Collateral sold, lost, destroyed or condemned consists of ABL Priority Collateral Equipment (other than AccountsEquipment 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, first to the installments of principal due under the Term Notes ratably, to be applied to 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 be applied to future installment payments in inverse order of maturity, and 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 installments 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 second fourth to repay outstanding principal of Revolving Credit Loans without a reduction of and to reduce the Revolving Credit CommitmentsLoan Commitments on a pro rata basis. To the extent that the Collateral sold, lost, destroyed or condemned consists of AccountsAccounts or Inventory, the applicable prepayment shall be applied to reduce the outstanding principal balance of the Revolving Credit Loans, without a reduction but shall not permanently reduce the Revolving Loan Commitments. Notwithstanding the foregoing, if the proceeds of insurance (net of costs and taxes incurred) with respect to any loss or destruction of Equipment, Inventory or real Property (i) are less than $500,000, unless an Event of Default is then in existence, Agent shall remit such proceeds to Borrowers for use in replacing or repairing the damaged Collateral or (ii) are equal to or greater than $500,000 and Borrowers have requested that Agent agree to permit Borrowers or the applicable Subsidiary to repair or replace the damaged Collateral, such amounts shall be provisionally applied to reduce the outstanding principal balance of the Revolving Credit Commitments. Prior to entering into any Asset Disposition Loans until the earlier of assets which constitute Acquisition Term Loan Priority Collateral, Borrowers shall provide not less than three (3) Business Days’ prior written notice thereof and identify if any Agent’s decision with respect thereto or the expiration of 90 days from such proceeds are being delivered to the deposit accounts subject to Control Agreements whereby Administrative Agent has a first-priority security interest thereinrequest. If Administrative Agent does not receive prior written notice that proceeds of Acquisition Term Loan Priority Collateral is being sent to such deposit accountsagrees, 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 Credit Loans as set forth herein.in its

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Concurrently with If any Loan Party sells any of the receipt Collateral (other than any sales or dispositions permitted under any clause of subsection 9.2.8, except clause (ix) thereof) or if any of the Collateral is lost or destroyed or taken by condemnation, Borrowers shall pay to Administrative Agent, for the ratable benefit of Lenders, as and when received by any Loan Party or its Subsidiaries and as a mandatory prepayment of any Net Cash Proceeds from any Asset Dispositionthe Loans, in an amount as herein provided, a sum equal to 100% of those Net Cash Proceeds; provided thatthe proceeds (including insurance payments but net of costs and taxes incurred in connection with such sale or event) received by such Loan Party from such sale, at the option of Borrower Representative (as elected by Borrower Representative in writing to Administrative Agent on loss, destruction or prior to the fifth Business Day after the date of receipt of such Net Cash Proceeds), and so long as no Default or Event of Default shall have occurred and be continuing, Borrowers may reinvest all or any portion of such Net Cash Proceeds in long-term assets used or useful in their business (such assets, “Additional Assets”) so long as such reinvestment is made within 180 days after the receipt of such Net Cash Proceeds (as certified by Borrower Representative in writing to Administrative Agent); provided further, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 4.3.1 upon the expiration of such applicable period; provided, further, to the extent that (1) the assets that were subject to the Asset Disposition constituted ABL Priority Collateral or Acquisition Term Loan Priority Collateral, such Additional Assets shall also constitute ABL Priority Collateral or Acquisition Term Loan Priority Collateral, respectively (and Borrowers or their Subsidiaries, as the case may be, shall promptly take such action (if any) as may be required to cause that portion of such reinvestment constituting ABL Priority Collateral or Acquisition Term Loan Priority Collateral, as applicable, to be added to the ABL Priority Collateral or Acquisition Term Loan Priority Collateral securing the Obligations or the Acquisition Term Debt, as applicable), (2) any such Asset Disposition that consisted of or constituted any portion of ABL Priority Collateral, such Net Cash Proceeds shall be applied to the Obligations, and (3) any such Asset Disposition is of assets solely constituting Acquisition Term Loan Priority Collateral that are required to be applied to the Acquisition Term Debt pursuant to the terms of the Acquisition Term Loan Agreement, then the Net Cash Proceeds of such Asset Disposition shall first be applied to the Acquisition Term Debt as required under the Acquisition Term Loan Documents until the Acquisition Term Debt is Paid in Full and then to the Obligations as required hereunder. To the extent the Net Cash proceeds of any Asset Disposition are required to be applied to the 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 4.3.1condemnation. To the extent that the Collateral sold, lost, destroyed or condemned consists of ABL Priority Collateral Equipment, real Property, Inventory, or other Property other than Accounts, the applicable prepayment shall be applied first, to the installments of principal due under the Term Loan ratably, 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 reduction 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, without a reduction of the Revolving Credit Commitments. Prior Notwithstanding the foregoing, if the proceeds of insurance (net of costs and taxes incurred) with respect to entering into any Asset Disposition loss or destruction of assets Equipment (other than Eligible Machinery and Equipment which constitute Acquisition constitutes the basis for any outstanding Term Loan Priority Advance), or real Property (i) are less than $250,000, unless an Event of Default is then in existence, Administrative Agent shall remit such proceeds to Borrowers for use in replacing or repairing the damaged Collateral or (ii) are equal to or greater than $250,000 and Borrowers have requested that Administrative Agent agree to permit Borrowers or the applicable Loan Party to repair or replace the damaged Collateral, Borrowers such amounts shall provide not less than three be provisionally applied to reduce the outstanding principal balance of the Revolving Credit Loans until the earlier of Administrative Agent’s decision with respect thereto or the expiration of one hundred eighty (3180) Business Days’ prior written notice thereof and identify if any days from such proceeds are being delivered to the deposit accounts subject to Control Agreements whereby Administrative Agent has a first-priority security interest thereinrequest. If Administrative Agent agrees, in its reasonable judgment, to permit such repair 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 damaged Collateral; if Administrative Agent declines to permit such repair or replacement or does not receive prior written notice that proceeds of Acquisition Term Loan Priority Collateral is being sent respond to Borrowers within such deposit accountsone hundred eighty (180) day period, 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 such amount shall be applied to the Revolving Credit Loans in the manner specified in the second or third sentence of this subsection 4.3.1, as set forth hereinapplicable, until payment thereof in full.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Concurrently with the receipt by Except as provided in subsections 6.4.2 and 8.2.9, if any Loan Party Borrower or any of its Subsidiaries sells CHICAGO/#1571873.4 any of the Collateral or if any Net Cash Proceeds from any Asset Dispositionof the Collateral is lost or destroyed or taken by condemnation, in an amount equal such Borrowers shall, unless otherwise agreed by Majority Lenders, pay to 100% Agent for the ratable benefit of those Net Cash Proceeds; provided that, at the option of Borrower Representative (Lenders as elected and when received by Borrower Representative in writing to Administrative Agent on such Borrowers or prior to the fifth Business Day after the date of receipt of such Net Cash Proceeds), Subsidiary 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 a mandatory prepayment of the Loans Loans, as set forth in this Section 4.3.1 upon the expiration of such applicable period; herein provided, further, a sum equal to the extent that proceeds (1including insurance payments but net of costs and taxes incurred in connection with such sale or event) the assets that were subject to the Asset Disposition constituted ABL Priority Collateral received by such Borrower or Acquisition Term Loan Priority Collateralsuch Subsidiary from such sale, such Additional Assets shall also constitute ABL Priority Collateral loss, destruction or Acquisition Term Loan Priority Collateral, respectively (and Borrowers or their Subsidiaries, as the case may be, shall promptly take such action (if any) as may be required to cause that portion of such reinvestment constituting ABL Priority Collateral or Acquisition Term Loan Priority Collateral, as applicable, to be added to the ABL Priority Collateral or Acquisition Term Loan Priority Collateral securing the Obligations or the Acquisition Term Debt, as applicable), (2) any such Asset Disposition that consisted of or constituted any portion of ABL Priority Collateral, such Net Cash Proceeds shall be applied to the Obligations, and (3) any such Asset Disposition is of assets solely constituting Acquisition Term Loan Priority Collateral that are required to be applied to the Acquisition Term Debt pursuant to the terms of the Acquisition Term Loan Agreement, then the Net Cash Proceeds of such Asset Disposition shall first be applied to the Acquisition Term Debt as required under the Acquisition Term Loan Documents until the Acquisition Term Debt is Paid in Full and then to the Obligations as required hereunder. To the extent the Net Cash proceeds of any Asset Disposition are required to be applied to the 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 4.3.1condemnation. To the extent that the Collateral sold, lost, destroyed or condemned consists of ABL Priority Collateral Equipment (other than AccountsEquipment 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, first to the installments of principal due under the Term Notes ratably, to be applied to 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 be applied to future installment payments in inverse order of maturity, and 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 installments 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 second fourth to repay outstanding principal of Revolving Credit Loans without a reduction of and to reduce the Revolving Credit CommitmentsLoan Commitments on a pro rata basis. To the extent that the Collateral sold, lost, destroyed or condemned consists of AccountsAccounts or Inventory, the applicable prepayment shall be applied to reduce the outstanding principal balance of the Revolving Credit Loans, without a reduction but shall not permanently reduce the Revolving Loan Commitments. Notwithstanding the foregoing, if the proceeds of insurance (net of costs and taxes incurred) with respect to any loss or destruction of Equipment, Inventory or real Property (i) are less than $500,000, unless an Event of Default is then in existence, Agent shall remit such proceeds to Borrowers for use in replacing or repairing the damaged Collateral or (ii) are equal to or greater than $500,000 and Borrowers have requested that Agent agree to permit Borrowers or the applicable Subsidiary to repair or replace the damaged Collateral, such amounts shall be provisionally applied to reduce the outstanding principal balance of the Revolving Credit Commitments. Prior to entering into any Asset Disposition Loans until the earlier of assets which constitute Acquisition Term Loan Priority Collateral, Borrowers shall provide not less than three (3) Business Days’ prior written notice thereof and identify if any Agent’s decision with respect thereto or the expiration of 90 days from such proceeds are being delivered to the deposit accounts subject to Control Agreements whereby Administrative Agent has a first-priority security interest thereinrequest. If Administrative Agent agrees, in its reasonable judgment, to permit such repair 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 damaged Collateral; if Agent declines to permit such repair or replacement or does not receive prior written notice that proceeds of Acquisition Term Loan Priority Collateral is being sent respond to Borrowers within such deposit accounts90 day period, 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 such amount shall be applied to the Revolving Credit Loans in the manner specified in the second or third sentence of this subsection 3.3.1, as set forth hereinapplicable, until payment thereof in full.

Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Concurrently Except as provided in Section 9.2.2, if any Borrower or any of their respective Subsidiaries sells any of the Collateral, or if a casualty occurs with respect to any of the receipt Collateral, Borrower shall, subject to Section 4.3.3, unless otherwise agreed by any Loan Party Lenders, pay, to Agent for the ratable benefit of Lenders as and when received by such Borrower or its Subsidiaries such Subsidiary and as a mandatory prepayment of any Net Cash Proceeds from any Asset Dispositionthe Revolver Loans, in an amount as herein provided, a sum equal to 100% the proceeds (including insurance payments and condemnation awards but net of those Net Cash costs and taxes incurred in connection with such sale or event) (“Sale Proceeds”) received by such Borrower or such Subsidiary from such sale or casualty; 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 Activation Period is in effect, no prepayments shall be required hereunder in connection with up to $2,000,000 of Default shall have occurred and be continuing, Borrowers may reinvest all aggregate Sale Proceeds from sales of Collateral by any Borrower or any portion of such Net Cash Proceeds their respective Subsidiaries which are reinvested in long-term similar replacement assets used or useful in their business within one hundred eighty (such assets, “Additional Assets”180) so long as such reinvestment is made within 180 days after the receipt of such Net Cash Sale Proceeds (as certified by such Borrower Representative in writing to Administrative Agent)or such Subsidiary; provided further, that any Net Cash portion of the Sale Proceeds not so actually reinvested within such one hundred eighty (180) day period shall be immediately applied prepaid in accordance with this Section; and provided further, that so long as no Event of Default exists and upon Agent’s discretion during an Activation Period, Borrowers shall not be required to prepay any portion of Sale Proceeds on account of any LIBOR Loan on any day that is not the prepayment last day of the Loans applicable Interest Period if such prepayment would trigger payment of any amount under Section 2.9 so long as set forth in this 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 4.3.1 upon 2.9. Any sale or casualty of Inventory shall reduce the expiration of such applicable period; provided, further, Borrowing Base to the extent that (1) the assets that were subject to the Asset Disposition constituted ABL Priority Collateral or Acquisition Term Loan Priority Collateral, such Additional Assets shall also constitute ABL Priority Collateral or Acquisition Term Loan Priority Collateral, respectively (and Borrowers or their Subsidiaries, as the case may be, shall promptly take such action (if any) as may be required to cause that portion of such reinvestment constituting ABL Priority Collateral or Acquisition Term Loan Priority Collateral, as applicable, to be added to the ABL Priority Collateral or Acquisition Term Loan Priority Collateral securing the Obligations or the Acquisition Term Debt, as applicable), (2) any such Asset Disposition that consisted of or constituted any portion of ABL Priority Collateral, such Net Cash Proceeds shall be applied to the Obligations, and (3) any such Asset Disposition is of assets solely constituting Acquisition Term Loan Priority Collateral that are required to be applied to the Acquisition Term Debt pursuant to the terms of the Acquisition Term Loan Agreement, then the Net Cash Proceeds of such Asset Disposition shall first be applied to the Acquisition Term Debt as required under the Acquisition Term Loan Documents until the Acquisition Term Debt is Paid in Full and then to the Obligations as required hereunder. To the extent the Net Cash proceeds of any Asset Disposition are required to be applied to the Acquisition Term Debt under this Section 4.3.1 or the Intercreditor Agreement, upon the payment in full value 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 applicable prepayment shall be applied first, to the installments of principal due under the Term Loan ratably, 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 reduction 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, without a reduction of the Revolving Credit Commitments. Prior to entering into any Asset Disposition of assets which constitute Acquisition Term Loan Priority Collateral, Borrowers shall provide not 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 Credit Loans as set forth hereinProperty.