Common use of Term Priority Collateral Clause in Contracts

Term Priority Collateral. If a Loan Party shall at any time or from time to time: (i) make a Disposition of any Term Priority Collateral; (ii) suffer an Event of Loss with respect to Term Priority Collateral; or (iii) after the occurrence and during the continuance of a Specified Event, receive any Rent Payment or License Payment, then (A) the Borrower shall promptly notify Agent of any such Disposition or Event of Loss in excess of $1,000,000 (including the amount of the estimated Net Proceeds to be received by a Loan Party in respect of such Disposition or Event of Loss, including any insurance proceeds) and (B) promptly upon receipt by a Loan Party of any Net Proceeds (other than, so long as no Specified Event has occurred and is continuing, (i) Net Proceeds of up to $1,000,000.00 in the aggregate in any Fiscal Year, (ii) Net Proceeds from sales of vehicles owned by any Loan Party, or (iii) Net Proceeds from the Target Sale), the Loan Parties shall deliver, or cause to be delivered, such excess Net Proceeds, Rent Payment or License Payment, to Agent for distribution to the Lenders in accordance with their Loan Percentages as a prepayment of the Loans; provided that if (i) no Default or Event of Default has occurred and is continuing, (ii) the Borrower has given Agent prior written notice of it or its Subsidiary’s intention to apply the Net Proceeds from such Event of Loss to the costs of repair or replacement of the properties or assets that are the subject of such Event of Loss, (iii) once the aggregate Net Proceeds from all Dispositions and Events of Loss in the current Fiscal Year are greater than or equal to $1,000,000, the Borrower deposits or causes its Subsidiary to deposit the Net Proceeds therefrom into the Term Loan Priority Account, and (iv) the Borrower or its Subsidiary, as applicable, completes such repair or replacement, within the Reinvestment Threshold Time after the initial receipt of such Net Proceeds, then the Loan Party whose assets were the subject of such Event of Loss shall have the option to apply up to the Reinvestment Threshold Amount in respect of any Event of Loss to the costs of repair or replacement of the assets that are the subject of such Event of Loss. Any portion of the Net Proceeds of such Event of Loss in excess of the Reinvestment Threshold Amount or that has not been used by the applicable Loan Party within the Reinvestment Threshold Time after receipt of the Net Proceeds to repair or replace the relevant assets shall be applied as a prepayment to the Loans in accordance with the terms and conditions hereof. Together with each prepayment under this SECTION 2.15(a), the Borrower shall pay Breakage Costs and any amounts required pursuant to SECTION 2.17(c).

Term Priority Collateral. If a Loan Party shall at Except as provided in Section 9.2.2, if any time Borrower or from time to time: (i) make a Disposition any of their respective Subsidiaries sells any of the Term Priority Collateral; (ii) suffer an Event of Loss , or if a casualty occurs with respect to any of the Term Priority Collateral; or (iii) , Borrower shall, subject to Section 4.3.3, after payment in full of all outstanding Term Loans or Refinancing Debt in respect thereof, unless otherwise agreed by Lenders, pay, to Agent for the occurrence ratable benefit of Lenders as and during the continuance of when received by such Borrower or such Subsidiary and as a Specified Event, receive any Rent Payment or License Payment, then (A) the Borrower shall promptly notify Agent of any such Disposition or Event of Loss in excess of $1,000,000 (including the amount mandatory prepayment of the estimated Net Revolver Loans, as herein provided, a sum equal to the Sale Proceeds to be received by a Loan Party in respect of such Disposition Borrower or Event of Loss, including any insurance proceeds) and (B) promptly upon receipt by a Loan Party of any Net Proceeds (other thansuch Subsidiary from such sale or casualty; provided that, so long as no Specified Event has occurred and Activation Period is continuingin effect, (i) Net Proceeds of no prepayments shall be required hereunder in connection with up to $1,000,000.00 in the 5,000,000 of aggregate in any Fiscal Year, (ii) Net Sale Proceeds from sales of vehicles owned Term Priority Collateral by any Loan PartyBorrower 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, or that any portion of the Sale Proceeds not actually reinvested within such one hundred eighty (iii180) Net Proceeds from the Target Sale), the Loan Parties day period shall deliver, or cause to be delivered, such excess Net Proceeds, Rent Payment or License Payment, to Agent for distribution to the Lenders prepaid in accordance with their Loan Percentages this Section; and provided further, that so long as a prepayment of the Loans; provided that if (i) no Default or Event of Default has occurred 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 continuing, (ii) not the Borrower has given Agent prior written notice of it or its Subsidiary’s intention to apply the Net Proceeds from such Event of Loss to the costs of repair or replacement last day of the properties or assets that are the subject of applicable Interest Period if such Event of Loss, (iii) once the aggregate Net Proceeds from all Dispositions and Events of Loss in the current Fiscal Year are greater than or equal to $1,000,000, the Borrower deposits or causes its Subsidiary to deposit the Net Proceeds therefrom into the Term Loan Priority Account, and (iv) the Borrower or its Subsidiary, as applicable, completes such repair or replacement, within the Reinvestment Threshold Time after the initial receipt of such Net Proceeds, then the Loan Party whose assets were the subject of such Event of Loss shall have the option to apply up to the Reinvestment Threshold Amount in respect prepayment would trigger payment of any Event of Loss to the costs of repair or replacement of the assets that are the subject of amount under Section 2.9 so long as such Event of Loss. Any portion of the Net Sale Proceeds is deposited into a segregated Deposit Account of Borrowers maintained with Bank until such Event time as such prepayment would not trigger payment of Loss in excess of the Reinvestment Threshold Amount or that has not been used by the applicable Loan Party within the Reinvestment Threshold Time after receipt of the Net Proceeds to repair or replace the relevant assets shall be applied as a prepayment to the Loans in accordance with the terms and conditions hereof. Together with each prepayment any amount under this SECTION 2.15(a), the Borrower shall pay Breakage Costs and any amounts required pursuant to SECTION 2.17(c)Section 2.9.

Term Priority Collateral. If Upon the exercise of remedies in respect of all or a Loan material portion of the Term Priority Collateral, the Term Agent will apply the Proceeds received by Term Agent or any Term Secured Party shall at of any time collection, sale, foreclosure or from time to time: (i) make a Disposition of other realization upon any Term Priority Collateral; (ii) suffer an Event of Loss with respect to Term Priority Collateral; or (iii) Collateral and, after the occurrence and during Discharge of ABL Obligations, the continuance of a Specified Event, receive any Rent Payment or License Payment, then (A) the Borrower shall promptly notify Agent Proceeds of any such Disposition collection, sale, foreclosure or Event other realization of Loss any ABL Priority Collateral by the Term Agent as expressly permitted hereunder, and, in excess each case the Proceeds of $1,000,000 (including any title insurance policy required under any Term Document or ABL Document, in the amount following order of application: First, to the payment of all costs and expenses incurred by the Term Agent or any co-trustee or agent of the estimated Net Proceeds to be received by a Loan Party Term Agent in respect of connection with any such Disposition collection, sale, foreclosure or Event of Loss, including any insurance proceeds) and (B) promptly other realization upon receipt by a Loan Party of any Net Proceeds (other than, so long as no Specified Event has occurred and is continuing, (i) Net Proceeds of up to $1,000,000.00 in the aggregate in any Fiscal Year, (ii) Net Proceeds from sales of vehicles owned by any Loan Party, or (iii) Net Proceeds from the Target Sale), the Loan Parties shall deliver, or cause to be delivered, such excess Net Proceeds, Rent Payment or License Payment, to Agent for distribution to the Lenders in accordance with their Loan Percentages as a prepayment of the Loans; provided that if (i) no Default or Event of Default has occurred and is continuing, (ii) the Borrower has given Agent prior written notice of it or its Subsidiary’s intention to apply the Net Proceeds from such Event of Loss to the costs of repair or replacement of the properties or assets that are the subject of such Event of Loss, (iii) once the aggregate Net Proceeds from all Dispositions and Events of Loss in the current Fiscal Year are greater than or equal to $1,000,000, the Borrower deposits or causes its Subsidiary to deposit the Net Proceeds therefrom into the Term Loan Priority Account, and (iv) the Borrower or its Subsidiary, as applicable, completes such repair or replacement, within the Reinvestment Threshold Time after the initial receipt of such Net Proceeds, then the Loan Party whose assets were the subject of such Event of Loss shall have the option to apply up to the Reinvestment Threshold Amount in respect of any Event of Loss to the costs of repair or replacement of the assets that are the subject of such Event of Loss. Any portion of the Net Proceeds of such Event of Loss in excess of the Reinvestment Threshold Amount or that has not been used by the applicable Loan Party within the Reinvestment Threshold Time after receipt of the Net Proceeds to repair or replace the relevant assets shall be applied as a prepayment to the Loans Collateral in accordance with the terms of this Agreement; Second, to the Term Agent for application to the payment of all outstanding Term Obligations in such order as may be provided in the Term Documents in an amount sufficient to pay in full in cash all outstanding Term Obligations; Third, to the ABL Agent for application to the payment of all outstanding ABL Obligations in such order as may be provided in the ABL Documents in an amount sufficient to pay in full in cash all outstanding ABL Obligations (including the discharge or cash collateralization (at one hundred and conditions hereof. Together with each prepayment under this SECTION 2.15(afive percent (105%) of the aggregate undrawn amount) of all outstanding letters of credit, if any, constituting ABL Obligations (one hundred and ten percent (110%) as to letters of credit payable in a currency other than United States dollars) and the discharge or cash collateralization (at one hundred percent (100%) of the outstanding amount) of Cash Management Obligations, if any, constituting ABL Obligations), together with the Borrower shall concurrent permanent reduction of the revolving loan commitment thereunder in an amount equal to the aggregate amount of such payment; Fourth, to the Term Agent for application to the payment of all outstanding obligations under the Term Documents that do not constitute Term Obligations in such order as may be provided in the Term Documents in an amount sufficient to pay Breakage Costs in full in cash all such obligations; Fifth, to the ABL Agent for application to the payment of all outstanding obligations under the ABL Documents that do not constitute ABL Obligations in such order as may be provided in the ABL Documents in an amount sufficient to pay in full in cash all such obligations; and Sixth, any surplus remaining after the payment in full in cash of the amounts required pursuant described in the preceding clauses will be paid to SECTION 2.17(c)the Parent, or the applicable Grantor, as the case may be, its successors or assigns, or as a court of competent jurisdiction may direct.

Term Priority Collateral. If a Loan Credit Party shall at any time or from time to time: (i) make a Disposition of any Term Priority Collateral; (ii) suffer an Event of Loss with respect to Term Priority Collateral; or (iii) after the occurrence and during the continuance of a Specified Event, Default or Event of Default receive any rents, profits or lease payments from third parties with respect to any Real Estate that constitutes Term Priority Collateral (“Rent Payment or License Payment, then ”) then (A) the Borrower Representative shall promptly notify Agent of any such Disposition or Disposition, Event of Loss in excess of $1,000,000 Loss, or Rent Payment (including the amount of the estimated Net Proceeds to be received by a Loan Credit Party in respect of such Disposition or Event of Loss, including any insurance proceeds) and and (B) promptly upon receipt by a Loan Credit Party of any the Net Proceeds (other than, so long as no Specified Event has occurred and is continuing, (i) Net Proceeds in excess of up to $1,000,000.00 50,000.00 in the aggregate in any Fiscal Year, (ii) Net Proceeds from sales Year of vehicles owned by any Loan Partysuch Disposition or Event of Loss, or (iii) Net Proceeds from the Target Sale)such Rent Payment, the Loan Credit Parties shall deliver, or cause to be delivered, such excess Net Proceeds, Proceeds or Rent Payment or License Payment, to Agent for distribution to the Lenders in accordance with their Term Loan Percentages as a prepayment of the LoansTerm Loan; provided that if (i) no Default or Event of Default has occurred and is continuing, (ii) the Borrower Representative has given Agent prior written notice of it or its Subsidiary’s Subsidiary intention to apply the Net Proceeds from such Event of Loss to the costs of repair or replacement of the properties or assets that are the subject of such Event of Loss, (iii) once the aggregate Net Proceeds from all Dispositions and Events of Loss in the current Fiscal Year are greater than or equal to $1,000,000, the Borrower Representative deposits or causes cause its Subsidiary to deposit the Net Proceeds therefrom into the Term Loan Priority Account, and (iv) ), the Borrower Representative or its Subsidiary, Subsidiary as applicable, completes such repair or replacement, within the Reinvestment Threshold Time 180 days after the initial receipt of such Net Proceeds, then the Loan Credit Party whose assets were the subject of such Event of Loss shall have the option to apply up to the Reinvestment Threshold Amount in respect of any Event of Loss such monies to the costs of repair or replacement of the assets that are the subject of such Event of Loss. Any portion of the Net Proceeds of such Event of Loss in excess of the Reinvestment Threshold Amount or that has not been used by the applicable Loan Credit Party within the Reinvestment Threshold Time 180 days after receipt of the Net Proceeds to repair or replace the relevant assets shall be applied as a prepayment to the Loans Term Loan in accordance with the terms and conditions hereof. Together with each prepayment under this SECTION 2.15(aSection 1.8(b) (other than prepayments in the aggregate amount of $250,000 in any Fiscal Year from the Disposition of Equipment), the Borrower Borrowers shall pay Breakage Costs and any amounts required pursuant to SECTION 2.17(c)Sections 1.9 and 10.4.

Term Priority Collateral. If a Loan Upon the exercise of remedies in respect of the Term Priority Collateral, the Designated Term Representative will apply the Proceeds received by Designated Term Representative or any Term Secured Party shall at of any time collection, sale, foreclosure or from time to time: (i) make a Disposition of other realization upon any Term Priority Collateral; (ii) suffer an Event of Loss with respect to Term Priority Collateral; or (iii) Collateral and, after the occurrence and during Discharge of ABL Obligations, the continuance of a Specified Event, receive any Rent Payment or License Payment, then (A) the Borrower shall promptly notify Agent Proceeds of any such Disposition collection, sale, foreclosure or Event other realization of Loss any ABL Priority Collateral by the Designated Term Representative or any Term Secured Party as expressly permitted hereunder, and, in excess each case the Proceeds of $1,000,000 (including any title insurance policy required under any Term Document or ABL Document, in the amount following order of application: First, to the estimated Net Proceeds to be received payment of all costs and expenses incurred by a Loan Party in respect any Term Representative or any co-trustee or agent of such Disposition Term Representative in connection with any such collection, sale, foreclosure or Event of Loss, including any insurance proceeds) and (B) promptly other realization upon receipt by a Loan Party of any Net Proceeds (other than, so long as no Specified Event has occurred and is continuing, (i) Net Proceeds of up to $1,000,000.00 in the aggregate in any Fiscal Year, (ii) Net Proceeds from sales of vehicles owned by any Loan Party, or (iii) Net Proceeds from the Target Sale), the Loan Parties shall deliver, or cause to be delivered, such excess Net Proceeds, Rent Payment or License Payment, to Agent for distribution to the Lenders in accordance with their Loan Percentages as a prepayment of the Loans; provided that if (i) no Default or Event of Default has occurred and is continuing, (ii) the Borrower has given Agent prior written notice of it or its Subsidiary’s intention to apply the Net Proceeds from such Event of Loss to the costs of repair or replacement of the properties or assets that are the subject of such Event of Loss, (iii) once the aggregate Net Proceeds from all Dispositions and Events of Loss in the current Fiscal Year are greater than or equal to $1,000,000, the Borrower deposits or causes its Subsidiary to deposit the Net Proceeds therefrom into the Term Loan Priority Account, and (iv) the Borrower or its Subsidiary, as applicable, completes such repair or replacement, within the Reinvestment Threshold Time after the initial receipt of such Net Proceeds, then the Loan Party whose assets were the subject of such Event of Loss shall have the option to apply up to the Reinvestment Threshold Amount in respect of any Event of Loss to the costs of repair or replacement of the assets that are the subject of such Event of Loss. Any portion of the Net Proceeds of such Event of Loss in excess of the Reinvestment Threshold Amount or that has not been used by the applicable Loan Party within the Reinvestment Threshold Time after receipt of the Net Proceeds to repair or replace the relevant assets shall be applied as a prepayment to the Loans Collateral in accordance with the terms of this Agreement; Second, to the Term Representatives for application to the payment of all outstanding Term Obligations (pro rata to the outstanding amount of Term Obligations at such time) in such order as may be provided in the Term Documents in an amount sufficient to pay in full in cash all outstanding Term Obligations; Third, to the ABL Agent for application to the payment of all outstanding ABL Obligations in such order as may be provided in the ABL Documents in an amount sufficient to pay in full in cash all outstanding ABL Obligations (including the discharge or cash collateralization (at one hundred and conditions hereof. Together with each prepayment under this SECTION 2.15(afive percent (105%) of the aggregate undrawn amount) of all outstanding letters of credit, if any, constituting ABL Obligations and the discharge or cash collateralization (at one hundred percent (100%) of the outstanding amount) of Cash Management Obligations, if any, constituting ABL Obligations), together with the Borrower shall concurrent permanent reduction of the revolving loan commitment thereunder in an amount equal to the aggregate amount of such payment; Fourth, to the Term Representatives for application to the payment of all outstanding obligations under the Term Documents that do not constitute Term Obligations in such order as may be provided in the Term Documents in an amount sufficient to pay Breakage Costs in full in cash all such obligations; Fifth, to the ABL Agent for application to the payment of all outstanding obligations under the ABL Documents that do not constitute ABL Obligations in such order as may be provided in the ABL Documents in an amount sufficient to pay in full in cash all such obligations; and Sixth, any surplus remaining after the payment in full in cash of the amounts required pursuant described in the preceding clauses will be paid to SECTION 2.17(c)any Borrower, or the applicable Grantor, as the case may be, its successors or assigns, or as a court of competent jurisdiction may direct.