Common use of Applications of Proceeds of Collateral, Payments and Collections Clause in Contracts

Applications of Proceeds of Collateral, Payments and Collections. (a) As a condition to the DIP Extensions of Credit and the authorization to use Cash Collateral, each Debtor has agreed that proceeds of any DIP Collateral and Prepetition Collateral, any amounts held on account of the DIP Collateral or Prepetition Collateral, and all payments and collections received by the Debtors with respect to all proceeds of DIP Collateral and Prepetition Collateral, shall be used and applied in accordance with the DIP Loan Documents (including repayment and reduction of the DIP Obligations and the application of payments in accordance with the priorities between the First Out DIP Lenders and the Last Out DIP Lenders). (b) Subject to the Debtors’ rights under paragraphs 17(b) and 17(c) and the funding of the Carve-Out, upon and after the occurrence of the Termination Date all proceeds of DIP Collateral and Prepetition Collateral, whenever received, shall be paid and applied as follows: (i) first, to permanently and indefeasibly repay and reduce the DIP Obligations then due and owing in accordance with the DIP Loan Documents (including in accordance with the payment priorities provided therein as between the First Out DIP Lenders and the Last Out DIP Lenders), until paid and satisfied in full in cash (including the cash collateralization of all Letters of Credit in accordance with the DIP Loan Documents); (ii) second, to permanently and indefeasibly repay and reduce the Prepetition Obligations then due and owing in accordance with the Prepetition Loan Documents (including in accordance with the payment priorities provided therein as between the First Out Prepetition Lenders and the Last Out Prepetition Lenders) until paid and satisfied in full in cash (including the cash collateralization of all prepetition letters of credit in accordance with the Prepetition Loan Documents); and (iii) third, to the Debtors’ estates. For avoidance of doubt, nothing in this Interim Order shall be construed to limit the voluntary and mandatory repayment provisions set forth in the DIP Loan Documents.

Applications of Proceeds of Collateral, Payments and Collections. (a) As a condition to the DIP Extensions of Credit Loans and the authorization to use Cash Collateral, each Debtor has agreed that proceeds of any DIP Collateral and Prepetition Collateral, any amounts held on account of the DIP Collateral or Prepetition Collateral, and all payments and collections received by the Debtors with respect to all proceeds of DIP Collateral and Prepetition Collateral, shall be used and applied in accordance with the DIP Loan Documents (including repayment and reduction of the DIP Obligations as, and to the application of payments in accordance with extent, provided therein), the priorities between Approved Budget (subject to the First Out Permitted Variance) and this Interim DIP Lenders and the Last Out DIP Lenders)Order. (b) Subject to the Debtors’ rights under paragraphs 17(bparagraph 16(b) and 17(c) hereof and the funding of the Carve-Out, if applicable, upon and after the occurrence of the Termination Date Date, all proceeds of DIP Collateral, the Prepetition First Lien Term Loan Collateral and the Prepetition First Lien ABL Collateral, whenever received, shall be paid and applied as follows: (i) first, to permanently and indefeasibly repay and reduce the DIP Obligations then due and owing in accordance with the DIP Loan Documents (including in accordance with the payment priorities provided therein as between the First Out DIP Lenders and the Last Out DIP Lenders)Documents, until paid and satisfied in full in cash (including the cash collateralization of all Letters of Credit in accordance with the DIP Loan Documents)cash; (ii) second, subject to paragraph 9 hereof, until such time as the Prepetition First Lien Term Loans have been refunded, refinanced, replaced and repaid pursuant to the Roll-Up Loan, to permanently and indefeasibly repay and reduce the Prepetition First Lien Term Loan Secured Obligations and the Prepetition First Lien ABL Secured Obligations then due and owing in accordance with the Prepetition First Lien Term Loan Documents (including in accordance with the payment priorities provided therein as between the First Out Prepetition Lenders and the Last Out Prepetition Lenders) First Lien ABL Documents, until paid and satisfied in full in cash (including the cash collateralization of all prepetition letters of credit in accordance with the Prepetition Loan Documents); cash, and (iii) third, to the Debtors’ estates. For avoidance of doubt, nothing in this Interim DIP Order shall be construed to limit or modify the voluntary and mandatory repayment provisions set forth in the other DIP Loan Documents.