Common use of Sharing of Asset Sale Proceeds and Event of Loss Proceeds Clause in Contracts

Sharing of Asset Sale Proceeds and Event of Loss Proceeds. In any circumstance when the Collateral Agent receives Excess Proceeds or Excess Loss Proceeds (as such terms or any substantially similar terms are defined in the Indenture and a Term Loan Agreement) pursuant to any Note Document or Term Loan Document and the Indenture and a Term Loan Agreement each specifies that all or a portion of such proceeds are to be applied to an “Asset Sale Proceeds Offer” or “Loss Proceeds Offer” (as such terms or any substantially similar terms are defined in the Indenture and a Term Loan Agreement), as the case may be, the Collateral Agent shall divide such proceeds between the Noteholders and any Term Lenders entitled to such right in proportion to the principal amounts of the Senior Secured Notes and Term Loans tendered. The parties acknowledge that the Indenture provides, and a Term Loan Agreement may provide that if the Noteholders and/or Term Lenders do not accept Excess Proceeds or Excess Loss Proceeds (as such terms or any substantially similar terms are defined in the Indenture and a Term Loan Agreement), as the case may be, or Net Cash Proceeds of an Asset Sale or Net Loss Proceeds of an Event of Loss (as such terms or any substantially similar terms are defined in the Indenture and a Term Loan Agreement) in the full amount to which they are entitled, the portion thereof which would otherwise have been applied to the redemption of Senior Secured Notes or to the prepayment of any Term Loans in accordance herewith will be paid to DRI.

Sharing of Asset Sale Proceeds and Event of Loss Proceeds. In any circumstance when the Collateral Agent receives Excess Proceeds or Excess Loss Proceeds (as such terms or any substantially similar terms are defined in the Indenture and a Term Loan Credit Agreement) pursuant to any Note Document or Term Loan Document and the Indenture and a Term Loan Credit Agreement each specifies that all or a portion of such proceeds are to be applied to an “Asset Sale Proceeds Offer” or “Loss Proceeds Offer” (as such terms or any substantially similar terms are defined in the Indenture and a Term Loan Credit Agreement), as the case may be, the Collateral Agent shall divide such proceeds between the Noteholders and any Term Lenders entitled to such right in proportion to the principal amounts of the Senior Secured Notes and Term Loans tendered. The parties acknowledge that the Indenture provides, and a Term Loan Credit Agreement may provide that if the Noteholders and/or Term Lenders do not accept Excess Proceeds or Excess Loss Proceeds (as such terms or any substantially similar terms are defined in the Indenture and a Term Loan Credit Agreement), as the case may be, or Net Cash Proceeds of an Asset Sale or Net Loss Proceeds of an Event of Loss (as such terms or any substantially similar terms are defined in the Indenture and a Term Loan Credit Agreement) in the full amount to which they are entitled, the portion thereof which would otherwise have been applied to the redemption of Senior Secured Notes or to the prepayment of any Term Loans in accordance herewith will be paid to DRI.

Sharing of Asset Sale Proceeds and Event of Loss Proceeds. In any circumstance when the Collateral Agent receives Company applies any Net Proceeds of an Asset Sale (including any Excess Proceeds) or any Net Loss Proceeds or of any Event of Loss (including any Excess Loss Proceeds Proceeds) (in each case, as such terms or any substantially similar terms are defined in the Indenture Indenture, the Bridge Credit Agreement and the applicable Additional Secured Debt Document) to permanently reduce obligations under the Series A-1 Notes and the Series A-2 Debt, the Series A-1 Noteholders, the Series A-2 Creditors and the Additional Secured Debt Holders shall be entitled to share such Net Proceeds or Net Loss Proceeds, as the case may be, on a Term Loan Agreement) pro rata basis, in proportion to the principal amounts of the Senior Secured Notes, the Bridge Loans and Additional Secured Debt tendered. In any circumstance when the Collateral Agent receives any such Net Proceeds or Net Loss Proceeds, as the case may be, pursuant to any Note Document, Bridge Loan Document or Term Loan Document Additional Secured Debt Document, and the Indenture Indenture, the Bridge Credit Agreement and a Term Loan Agreement each specifies the applicable Additional Secured Debt Document specify that all or a portion of such proceeds are to be applied to an “Asset Sale Proceeds Offer” or “Loss Proceeds Offer” (as such terms or any substantially similar terms are defined in the Indenture Indenture, the Bridge Credit Agreement and a Term Loan Agreementthe applicable Additional Secured Debt Document), as the case may be, the Collateral Agent shall divide such proceeds between among the Noteholders Noteholders, Bridge Lenders and any Term Lenders Additional Secured Debt Holders entitled to such right in proportion to the principal amounts of the Senior Secured Notes Notes, the Bridge Loans and Term Loans Additional Secured Debt tendered. The parties acknowledge that each of the Indenture provides, and a Term Loan the Bridge Credit Agreement provides (and the Additional Secured Debt Documents may provide provide) that if the Noteholders and/or Term the Bridge Lenders and/or the Additional Secured Debt Holders do not accept Excess Proceeds or Excess Loss Proceeds (as such terms or any substantially similar terms are defined in the Indenture Indenture, the Bridge Credit Agreement and a Term Loan Agreementthe applicable Additional Secured Debt Document), as the case may be, or Net Cash Proceeds of an Asset Sale or Net Loss Proceeds of an Event of Loss (as such terms or any substantially similar terms are defined in the Indenture and a Term Loan Agreementthe Bridge Credit Agreement and the applicable Additional Secured Debt Document) in the full amount to which they are entitled, the portion thereof which would otherwise have been applied to the redemption of the Senior Secured Notes or to the prepayment of any Term the Bridge Loans or Additional Secured Debt in accordance herewith will be paid to DRIthe Company.

Sharing of Asset Sale Proceeds and Event of Loss Proceeds. In any circumstance when the Collateral Agent receives Company applies any Net Proceeds of an Asset Sale (including any Excess Proceeds) or any Net Loss Proceeds or of any Event of Loss (including any Excess Loss Proceeds Proceeds) (in each case, as such terms or any substantially similar terms are defined in the Indenture and a Term Loan Agreementthe applicable Additional Senior Secured Debt Document) to permanently reduce (or offer to reduce, as applicable) Notes Priority Lien Debt Obligations, the Noteholders and the Additional Senior Secured Debt Holders shall be entitled to receive such Net Proceeds or Net Loss Proceeds, as the case may be, in accordance with the applicable underlying Finance Documents). In any circumstance when the Collateral Agent receives any such Net Proceeds or Net Loss Proceeds, as the case may be, pursuant to any Note Document or Term Loan Document Additional Senior Secured Debt Document, and the Indenture and a Term Loan Agreement each specifies the applicable Additional Senior Secured Debt Document specify that all or a portion of such proceeds are to be applied to an “Asset Sale Proceeds Offer” or “Loss Proceeds Offer” (as such terms or any substantially similar terms are defined in the Indenture and a Term Loan Agreementthe applicable Additional Senior Secured Debt Document), as the case may be, the Note Parties shall instruct the Collateral Agent shall divide how to (unless the Collateral Agent is instructed otherwise by the Directing Creditors) apply such proceeds between in accordance with the Noteholders and any Term Lenders entitled to such right in proportion to the principal amounts of the Senior Secured Notes and Term Loans tenderedapplicable underlying Finance Documents. The parties acknowledge that the Indenture provides, provides (and a Term Loan Agreement the Additional Senior Secured Debt Documents may provide provide) that if the Noteholders and/or Term Lenders the Additional Senior Secured Debt Holders do not accept Excess Proceeds or Excess Loss Proceeds (as such terms or any substantially similar terms are defined in the Indenture and a Term Loan Agreementthe Applicable Additional Secured Debt Document), as the case may be, or Net Cash Proceeds of an Asset Sale or Net Loss Proceeds of an Event of Loss (as such terms or any substantially similar terms are defined in the Indenture and a Term Loan Agreementthe applicable Additional Senior Secured Debt Document) in the full amount to which they are entitled, the portion thereof which would otherwise have been applied to the redemption repurchase of the Senior Secured Notes or to the prepayment of any Term Loans the Additional Senior Secured Debt in accordance herewith will may be paid to DRIthe Company in accordance with such agreements.