Common use of Application of Proceeds from Sale or other Disposition of the Collateral Clause in Contracts

Application of Proceeds from Sale or other Disposition of the Collateral. (a) In the event of any sale, transfer or other disposition (including a casualty loss or taking through eminent domain) of the Collateral, the proceeds resulting therefrom (including insurance proceeds) shall be distributed and applied as follows: (a) first, to Agent to be applied in accordance with the terms of the Senior Debt Documents until such time as the Senior Debt (other than Excluded Senior Debt) is paid in full in cash (or other consideration acceptable to Agent in its sole discretion); (b) second, to the Subordinated Creditor to be applied in accordance with the Subordinated Debt Documents (as if demand for such payment shall have been made under the Subsidiary Guaranty, whether or not such demand has been made) until the Subordinated Debt (subject to the limitation set forth in Section 3.2 below) is paid in full in cash (or other consideration acceptable to each Subordinated Creditor in its sole discretion); (c) third, to Agent to be applied in accordance with the terms of the Senior Debt Documents until such time as all other Senior Debt not paid pursuant to clause (a) is paid in full in cash (or such other consideration acceptable to Agent in its sole discretion); and (d) fourth, to the Subordinated Creditor to be applied in accordance with the Subordinated Debt Documents until such time as all other Subordinated Debt not paid pursuant to clause (b) is paid in full in cash (or such other consideration acceptable to Subordinated Creditor in its sole discretion). (b) Notwithstanding the foregoing provisions of subsection (a) above, or any other provision of this Agreement to the contrary, in the event of (i) the sale, transfer or other disposition of the Collateral by Agent on behalf of the Senior Lenders pursuant to any foreclosure or similar action initiated by Agent as provided in Section 2.6, or (ii) any Distribution in connection with the sale, transfer or other disposition of the Collateral pursuant to any Proceeding, at any time while any Subordinated Debt is then outstanding, it is the parties’ intent that the cash proceeds derived therefrom (net of all costs and expenses incurred by Agent in giving effect to such foreclosure or other proceeding) shall be shared between Senior Lenders and Subordinated Creditor, upon final collection and receipt, thereof, on a pro rata basis, based on the respective amounts of the Senior Debt (other than, for avoidance of doubt, any Excluded Senior Debt) and the Subordinated Debt then outstanding (excluding therefrom any not issued and outstanding on the date of this Agreement) in relation to the aggregate amount of all such Senior Debt and such Subordinated Debt then outstanding; and, in furtherance thereof, coincident with such final collection of such proceeds occurring, the Subordinated Creditor shall be deemed to have purchased and sold, and the Senior Lenders shall be deemed to have sold and purchased, respectively, participations in the Senior Debt and the Subordinated Debt in pro rata amounts equal to such shared proceeds. Any such participations (i) shall be at “par”; (ii) shall not give any consent or other rights to the buyer of such participation other than to receive proceeds of Collateral derived from foreclosure or other proceeding (whether initiated by Agent or Subordinated Creditor) or made as a Distribution pursuant to any Proceeding; (iii) and shall be wholly without recourse to, or any representation or warranty from, the seller of such participations.

Application of Proceeds from Sale or other Disposition of the Collateral. (a) In Notwithstanding anything in any Subordinated Debt Document to the contrary, in the event of any sale, transfer or other disposition (including a casualty loss or taking through eminent domain) of the Collateral, the proceeds resulting therefrom (including insurance proceeds) shall be distributed and applied as followsapplied: (a) first, to Agent to be applied in accordance with the terms of the Senior Debt Documents in the order and manner set forth in the Senior Credit Agreement until the Discharge of Senior Debt, with any payment of the Revolving Credit Loans (as defined in the Senior Credit Agreement) to be accompanied (to the extent permitted by the Senior Credit Agreement) by a permanent reduction in the Revolving Credit Commitments (as defined in the Senior Credit Agreement), second, to the Subordinated Debt in the order and manner set forth in the Subordinated Credit Agreement until the Discharge of Subordinated Debt, third, to the remaining Senior Debt (if any) in the order and manner set forth in the Senior Credit Agreement until such time as the Obligations (as defined in the Senior Debt (other than Excluded Credit Agreement) under the Senior Debt) is Credit Agreement have been paid in full full, in cash (or other consideration acceptable to Agent in its sole discretion)cash; (b) secondfourth, to the Subordinated Creditor to be applied in accordance with the Subordinated Debt Documents (as if demand for such payment shall have been made under the Subsidiary Guaranty, whether or not such demand has been made) until the remaining Subordinated Debt (subject to if any) in the limitation order and manner set forth in Section 3.2 below) is paid in full in cash (or other consideration acceptable to each the Subordinated Creditor in its sole discretion); (c) third, to Agent to be applied in accordance with the terms of the Senior Debt Documents Credit Agreement until such time as all other Senior Debt not paid pursuant to clause the Obligations (aas defined in the Subordinated Credit Agreement) is under the Subordinated Credit Agreement have been paid in full full, in cash, fifth, after all of the Obligations (as defined the Senior Credit Agreement and Subordinated Credit Agreement) have been paid in full, in cash (or such other consideration acceptable to Agent in its sole discretion); and (d) fourth, to the Subordinated Creditor to be applied in accordance with the Subordinated Debt Documents until such time as all other Subordinated Debt not paid pursuant to clause (b) is paid in full in cash (or such other consideration acceptable to Subordinated Creditor in its sole discretion). (b) Notwithstanding the foregoing provisions of subsection (a) above, or any other provision of this Agreement to the contrary, in the event of (i) the sale, transfer or other disposition of the Collateral by Agent on behalf of the Senior Lenders pursuant to any foreclosure or similar action initiated by Agent as provided in Section 2.6, or (ii) any Distribution in connection with the sale, transfer or other disposition of the Collateral pursuant to any Proceeding, at any time while any Subordinated Debt is then outstanding, it is the parties’ intent that the cash proceeds derived therefrom (net of all costs and expenses incurred by Agent in giving effect to such foreclosure or other proceeding) shall be shared between Senior Lenders and Subordinated Creditor, upon final collection and receipt, thereof, on a pro rata basis, based on the respective amounts of the Senior Debt (other than, for avoidance of doubt, any Excluded Senior Debt) and the Subordinated Debt then outstanding (excluding therefrom any not issued and outstanding on the date of this Agreement) in relation to the aggregate amount of all such Senior Debt and such Subordinated Debt then outstanding; and, in furtherance thereof, coincident with such final collection of such proceeds occurring, the Subordinated Creditor shall be deemed to have purchased and sold, and the Senior Lenders shall be deemed to have sold and purchased, respectively, participations in the Senior Debt and the Subordinated Debt in pro rata amounts equal to such shared proceeds. Any such participations (i) shall be at “par”; (ii) shall not give any consent or other rights to the buyer of such participation other than to receive proceeds of Collateral derived from foreclosure contingent indemnification obligations not yet due and owing),to the Borrower or other proceeding (whether initiated as otherwise required by Agent or Subordinated Creditor) or made as a Distribution pursuant to any Proceeding; (iii) and shall be wholly without recourse to, or any representation or warranty from, the seller of such participationslaw.