Common use of Collateral Proceeds Clause in Contracts

Collateral Proceeds. Notwithstanding any Default, Insolvency Proceeding or sale or other disposition of Collateral (including, without limitation, but subject to the provisions of Section 6 hereof, any disposition of Collateral as a result of any Enforcement), any Net Proceeds of Collateral shall be allocated among the parties as follows (and in the following order of priority): (a) first, to the Working Capital Agent for distribution to the Working Capital Facility Arrangers, the Working Capital Agent, the Working Capital Collateral Agents, and/or the Working Capital Lenders in accordance with the provisions of Section 8.1 of the Working Capital Credit Agreement (or any similar successor provision), it being understood that Section 8.1 of the Working Capital Credit Agreement (or any similar successor provision) sets forth its own intercreditor priority in the proceeds of certain Collateral among the three tranches of loans thereunder and that nothing contained herein is intended or shall be deemed to alter in any manner whatsoever such intercreditor arrangement as among such Working Capital Lenders and it being further understood that, notwithstanding any other provision of this Intercreditor Agreement or of the Post-Petition Credit Agreement to the contrary, the principal amount of the Working Capital Obligations entitled to priority hereunder shall not exceed $110,000,000 in the aggregate (plus any increase in such amount up to a maximum of $15,000,000 properly undertaken and as permitted pursuant to Section 8.22(e) of the Secured Loan Agreement as in effect on the date hereof) without the prior written consent of the Supermajority Secured Loan Creditors; (b) second, to the extent of any surplus, to the Secured Loan Agent, the US Security Trustee and UK Security Trustee, as the case may be, until all then outstanding Collateral Agent Expenses unrelated to the Working Capital Obligations have been paid in full; (c) third, to the extent of any surplus, to the Secured Loan Agent, to the Secured Loan Obligations based on their Pro Rata Shares until the Secured Loan Obligations have been paid in full; and (d) finally, to the extent of any surplus, to the Borrower either for retention (if it shall be the rightful owner of any such surplus) or to be held in trust for distribution to the Loan Party that is the rightful owner of any portion of any such surplus, as the case may be.

Collateral Proceeds. Notwithstanding any DefaultEach Borrower agrees to make such arrangements as shall be necessary or appropriate to assure (through the use of a lockbox under the sole control of the Administrative Agent) that all proceeds of the Collateral provided by such Borrower, Insolvency Proceeding or sale or other disposition subject to Sections 2.7(d) and 8.18 of this Agreement, are deposited (in the same form as received) in a separate remittance account maintained by such Borrower with and under the control of the Administrative Agent, each such account to constitute a special restricted account (each, a "RESTRICTED ACCOUNT"); PROVIDED, HOWEVER, that the Company and Intersound may use the same lockbox and same Restricted Account for such purposes. Any proceeds of Collateral received by any Borrower shall be held by such Borrower in trust for the Administrative Agent and the Lenders in the same form in which received, shall not be commingled with any assets of such Borrower, and shall be delivered promptly to the Administrative Agent (includingtogether with any necessary endorsements thereto) for deposit into the Restricted Account of such Borrower. The Borrowers acknowledge that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien on each Restricted Account and all funds contained therein for the ratable benefit of the Lenders to secure the Obligations. Prior to the Loan Mechanization Date, without limitationthe Lenders agree with the Borrowers that if and so long as no Event of Default has occurred and is continuing hereunder, but amounts on deposit in each Restricted Account will (subject to the provisions rules and regulations of the relevant depository as from time to time in effect applicable to demand deposit accounts) be made available to the Borrowers for use in conduct of their respective businesses; PROVIDED, HOWEVER, upon the occurrence and during the continuation of any Event of Default hereunder, the Administrative Agent may apply the funds on deposit in any one or more of the Restricted Accounts as set forth in Section 6 3.3 hereof, any disposition of Collateral as a result and the Administrative Agent shall notify the Company of any Enforcement)such application. On and after the Loan Mechanization Date, any Net Proceeds of Collateral no amounts deposited in the Restricted Accounts shall be allocated among the parties as follows (and in the following order of priority): (a) first, released to the Working Capital Agent for distribution to the Working Capital Facility ArrangersBorrowers, but shall instead be applied to, or otherwise held as collateral security for, the Working Capital Agent, the Working Capital Collateral Agents, and/or the Working Capital Lenders outstanding Obligations as set forth in accordance with the provisions of Section 8.1 of the Working Capital Credit Agreement (or any similar successor provision)3 hereof, it being understood and agreed that Section 8.1 notwithstanding such application, the Borrowers shall have the right to obtain additional Loans and Letters of the Working Capital Credit under this Agreement (or any similar successor provision) sets forth its own intercreditor priority in the proceeds of certain Collateral among the three tranches of loans thereunder and that nothing contained herein is intended or shall be deemed to alter in any manner whatsoever such intercreditor arrangement as among such Working Capital Lenders and it being further understood that, notwithstanding any other provision of this Intercreditor Agreement or of the Post-Petition Credit Agreement subject to the contrary, the principal amount of the Working Capital Obligations entitled to priority hereunder shall not exceed $110,000,000 in the aggregate (plus any increase in such amount up to a maximum of $15,000,000 properly undertaken terms and as permitted pursuant to Section 8.22(e) of the Secured Loan Agreement as in effect on the date conditions hereof) without the prior written consent of the Supermajority Secured Loan Creditors; (b) second, to the extent of any surplus, to the Secured Loan Agent, the US Security Trustee and UK Security Trustee, as the case may be, until all then outstanding Collateral Agent Expenses unrelated to the Working Capital Obligations have been paid in full; (c) third, to the extent of any surplus, to the Secured Loan Agent, to the Secured Loan Obligations based on their Pro Rata Shares until the Secured Loan Obligations have been paid in full; and (d) finally, to the extent of any surplus, to the Borrower either for retention (if it shall be the rightful owner of any such surplus) or to be held in trust for distribution to the Loan Party that is the rightful owner of any portion of any such surplus, as the case may be.

Collateral Proceeds. Notwithstanding any Default, Insolvency Proceeding ------------------- or sale or other disposition of Shared Collateral (including, without limitation, but subject to the provisions of Section 6 hereof, any disposition of Collateral as a result of any Enforcement), any Net Proceeds of Collateral shall be allocated among the parties as follows (and in the following order of priority): (a) first, to the Working Capital Post-Petition Agent for distribution to the Working Capital Post-Petition Facility Arrangers, the Working Capital Post-Petition Agent, the Working Capital Post-Petition Collateral Agents, and/or the Working Capital Post-Petition Lenders in accordance with the provisions of Section 8.1 of the Working Capital Post-Petition Credit Agreement (or any similar successor provision)Agreement, it being understood that Section 8.1 of the Working Capital Post-Petition Credit Agreement (or any similar successor provision) sets forth its own intercreditor priority in the proceeds of certain Collateral among the three tranches of loans thereunder and that nothing contained herein is intended or shall be deemed to alter in any manner whatsoever such intercreditor arrangement as among such Working Capital Lenders and it being further understood that, notwithstanding any other provision of this Intercreditor Agreement or of the Post-Petition Credit Agreement to the contrary, the principal amount of the Working Capital Obligations entitled to priority hereunder shall not exceed $110,000,000 in the aggregate (plus any increase in such amount up to a maximum of $15,000,000 properly undertaken and as permitted pursuant to Section 8.22(e) of the Secured Loan Agreement as in effect on the date hereof) without the prior written consent of the Supermajority Secured Loan Creditorsarrangement; (b) second, to the extent of any surplus, to the Secured Loan US Agent, the UK Agent, the US Security Trustee and UK Security Trustee, as the case may be, until all then outstanding Collateral Agent Expenses unrelated to the Working Capital Post-Petition Obligations have been paid in full; (c) third, to the extent of any surplus, to the Secured Loan AgentUS Agent for distribution to the US Banks in accordance with the provisions of the US Credit Agreement until the principal amount of the US Obligations shall have been reduced to $530 million; (d) fourth, to the Secured Loan extent of any surplus, to the US Obligations and the UK Obligations based on their Pro Rata Shares until the Secured Loan US Obligations and the UK Obligations have been paid in full, with the amounts allocable to the US Obligations being paid to the US Agent for distribution to the US Agent and the US Banks in accordance with the provisions of the US Agreement and the amounts allocable to the UK Obligations being paid to the UK Agent for distribution to the UK Agent and the UK Banks in accordance with the provisions of the UK Credit Agreement; and (de) finally, to the extent of any surplus, to the US Borrower either for retention (if it shall be the rightful owner of any such surplus) or to be held in trust for distribution to the Loan Party that is the rightful owner of any portion of any such surplus, as the case may be.