Common use of Collateral Proceeds Clause in Contracts

Collateral Proceeds. Subject to the Pari Passu Intercreditor Agreement, with respect to any proceeds of Collateral received by the Administrative Agent or the Collateral Agent (whether as a result of any realization on the Collateral, any setoff rights, any distribution in connection with any proceedings or other action of any Loan Party in respect of Debtor Relief Laws or otherwise and whether received in cash or otherwise) (i) not constituting a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied on a pro rata basis among the relevant Lenders under the Loans being prepaid as specified by the Borrower) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied, subject to the provisions of any applicable intercreditor agreement, ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent and the Collateral Agent from the Company or the Facility Guarantor, second, to pay any fees, indemnities or expense reimbursements then due to the Lenders (in their capacities as such) from the Borrowers, third, to pay interest (including post-petition interest, whether or not an allowed claim in any claim or proceeding under any Debtor Relief Laws) then due and payable on the Loans ratably, fourth, to repay principal on the Loans; fifth, to the payment of any other Obligation due to any Lender Party by the Borrowers; and sixth, after all of the Obligations have been paid in full (other than contingent indemnification obligations not yet due and owing), to the Company or as otherwise required by Law.

Collateral Proceeds. Subject The Borrower hereby irrevocably waives the right to direct, after the Pari Passu Intercreditor Agreementoccurrence and during the continuance of an Event of Default, with the application of any and all payments in respect to of the Obligations and any proceeds of Collateral, and agrees that the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2 (Remedies), shall (x) deliver a Blockage Notice to each Deposit Account Bank and (y) apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral received by Account (including all proceeds arising from a Reinvestment Event that are held in the Cash Collateral Account pending application of such proceeds as specified in a Reinvestment Notice) and all other proceeds of Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Revolving Loans that the Administrative Agent or the Collateral Agent (whether as a result any of its Affiliates may have advanced on behalf of any realization on Lender for which the Collateral, any setoff rights, any distribution in connection with any proceedings Administrative Agent or other action of any Loan Party in respect of Debtor Relief Laws such Affiliate has not then been reimbursed by such Lender or otherwise and whether received in cash or otherwise) (i) not constituting a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied on a pro rata basis among the relevant Lenders under the Loans being prepaid as specified by the Borrower) or ; (ii) after an Event of Default has occurred second, to pay interest on and is continuing and the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied, subject to the provisions then principal of any applicable intercreditor agreement, ratably firstSwing Loan; (iii) third, to pay any feescash management fee or any Obligation due under any Hedging Contract with any Lender or any of its Affiliates; (iv) fourth, indemnities, or to pay Obligations in respect of any expense reimbursements including amounts or indemnities then due the Administrative Agent or any of its Affiliates; (v) fifth, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and the Issuers; (vi) sixth, to pay Obligations in respect of any fees then due to the Administrative Agent or any of its Affiliates, the Lenders and the Collateral Agent from the Company or the Facility Guarantor, second, to pay any fees, indemnities or expense reimbursements then due to the Lenders Issuers; (in their capacities as suchvii) from the Borrowers, thirdseventh, to pay interest (including post-petition interest, whether or not an allowed claim in any claim or proceeding under any Debtor Relief Laws) then due and payable in respect of the Loans and Reimbursement Obligations; and (viii) eighth, to pay or prepay principal payments on the Loans ratablyand Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3 (Actions in Respect of Letters of Credit), fourthratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts, to repay principal on the Loansratable payment of all other Obligations; fifthprovided, however, that, if sufficient funds are not available to fund all payments to be made in respect of any Obligation described in any of clauses (i) through (viii) above, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent's and each Lender's or Issuer's interest in the aggregate outstanding NATIONAL STEEL CORPORATION CREDIT AGREEMENT Obligations described in such clauses. The order of priority set forth in this clause (f) and the related provisions hereof are set forth solely to determine the rights and priorities of the Administrative Agent, the Swing Loan Lender, the Lenders, the Issuers and other Secured Parties as among themselves. The order of priority set forth in clauses (i) through (viii) above of this may at any time and from time to time be changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party which is not a Lender or Issuer or any other Obligation due to any Lender Party by Person. The order of priority set forth in clauses (i) through (v) above may be changed only with the Borrowers; and sixth, after all prior written consent of the Obligations have been paid Administrative Agent in full (other than contingent indemnification obligations not yet due and owing), addition to the Company or as otherwise required by LawRequisite Lenders.

Collateral Proceeds. Subject Notwithstanding any Default, Insolvency Proceeding or sale or other disposition of Collateral (including, without limitation, but subject to the Pari Passu Intercreditor Agreementprovisions of Section 6 hereof, with respect to any proceeds disposition of Collateral received by the Administrative Agent or the Collateral Agent (whether as a result of any realization on the CollateralEnforcement), any setoff rights, any distribution in connection with any proceedings or other action Net Proceeds of any Loan Party in respect of Debtor Relief Laws or otherwise and whether received in cash or otherwise) (i) not constituting a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which Collateral shall be applied on a pro rata basis allocated among the relevant 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 under the Loans being prepaid as specified by the Borrower) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied, subject to in accordance with the provisions of Section 8.1 of the Working Capital Credit Agreement (or any applicable 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 agreementpriority 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, ratably first, to pay notwithstanding any fees, indemnities, other provision of this Intercreditor Agreement or expense reimbursements including amounts then due of the Post-Petition Credit Agreement to the Administrative Agent 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 Collateral Agent from Secured Loan Agreement as in effect on the Company or date hereof) without the Facility Guarantor, prior written consent of the Supermajority Secured Loan Creditors; (b) second, to pay the extent of any fees, indemnities or expense reimbursements then due to the Lenders (in their capacities as such) from the Borrowers, third, to pay interest (including post-petition interest, whether or not an allowed claim in any claim or proceeding under any Debtor Relief Laws) then due and payable on the Loans ratably, fourth, to repay principal on the Loans; fifthsurplus, to the payment of any other Obligation due 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 any Lender Party by the Borrowers; and sixth, after all of the Working Capital Obligations have been paid in full full; (other than contingent indemnification obligations not yet due and owing)c) third, to the Company 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 otherwise required by Lawthe case may be.

Collateral Proceeds. Subject The Borrower hereby irrevocably waives the right to direct, after the Pari Passu Intercreditor Agreementoccurrence and during the continuance of an Event of Default, with the application of any and all payments in respect to of the Obligations and any proceeds of Collateral, and agrees that the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2 (Remedies), shall (x) deliver a Blockage Notice to each Deposit Account Bank and (y) apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral received Account (including all proceeds arising from a Reinvestment Event that are held in the Cash Collateral Account pending application of such proceeds as specified in a Reinvestment Notice) and all other proceeds of Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Revolving Loans that the Administrative Agent or any of its Affiliates may have advanced on behalf of any Lender for which the Administrative Agent or such Affiliate has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any Swing Loan; (iii) third, to pay any cash management fee or any Obligation due under any Hedging Contract with any Lender or any of its Affiliates that (x) the Administrative Agent is fully aware of at the time of entry into such cash management arrangement or Hedging Contract, as the case may be, and (y) for which an appropriate amount has been reserved for by the Administrative Agent at or about such time as the Collateral Agent entry into such cash management arrangement or Hedging Contract, as the case may be; (whether as a result of any realization on the Collateraliv) fourth, any setoff rights, any distribution in connection with any proceedings or other action of any Loan Party to pay Obligations in respect of Debtor Relief Laws any expense reimbursements or otherwise and whether received in cash or otherwise) (i) not constituting a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied on a pro rata basis among the relevant Lenders under the Loans being prepaid as specified by the Borrower) or (ii) after an Event of Default has occurred and is continuing and indemnities then due the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied, subject to the provisions any of any applicable intercreditor agreement, ratably firstits Affiliates; (v) fifth, to pay Obligations in respect of any fees, indemnities, or expense reimbursements including amounts or indemnities then due to the Lenders and the Issuers; (vi) sixth, to pay Obligations in respect of any fees then due to the Administrative Agent or any of its Affiliates, the Lenders and the Collateral Agent from Issuers; (vii) seventh, to pay interest then due and payable in respect of the Company or Loans and Reimbursement Obligations; (viii) (Actions in Respect of Letters of Credit), ratably to the Facility Guarantoraggregate principal amount of such Loans, secondReimbursement Obligations and Letter of Credit Undrawn Amounts, to the ratable payment of all other Obligations; and (ix) ninth, to pay any feesother cash management fee or any Obligation due under any Hedging Contract with any Lender or any of its Affiliates for which no payment has been made in respect of (iii) hereinabove; provided, indemnities or expense reimbursements then due however, that, if sufficient funds are not available to the Lenders (fund all payments to be made in their capacities as such) from the Borrowers, third, to pay interest (including post-petition interest, whether or not an allowed claim respect of any Obligation described in any claim or proceeding under of clauses (i) through (ix) above, the available funds being applied with respect to any Debtor Relief Lawssuch Obligation (unless otherwise specified in such clause) then due and payable on the Loans ratably, fourth, to repay principal on the Loans; fifth, shall be allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent's and each Lender's or Issuer's interest in the aggregate outstanding Obligations described in such clauses. The order of priority set forth in this clause (f) and the related provisions hereof are set forth solely to determine the rights and priorities of the Administrative Agent, the Swing Loan Lender, the Lenders, the Issuers and other Secured Parties as among themselves. The order of priority set forth in clauses (i) through (ix) hereinabove may at any time and from time to time be changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Secured Party which is not a Lender or Issuer or any other Obligation due to any Lender Party by Person. The order of priority set forth in clauses (i) through (v) above may be changed only with the Borrowers; and sixth, after all prior written consent of the Obligations have been paid Administrative Agent in full (other than contingent indemnification obligations not yet due and owing), addition to the Company or as otherwise required by LawRequisite Lenders.