Common use of Collateral Proceeds Clause in Contracts

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 Post-Petition Agent for distribution to the Post-Petition Facility Arrangers, the Post-Petition Agent, the Post-Petition Collateral Agents, and/or the Post-Petition Lenders in accordance with the provisions of Section 8.1 of the Post-Petition Credit Agreement, it being understood that Section 8.1 of the Post-Petition Credit Agreement 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; (b) second, to the extent of any surplus, to the 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 Post-Petition Obligations have been paid in full; (c) third, to the extent of any surplus, to the US 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 extent of any surplus, to the US Obligations and the UK Obligations based on their Pro Rata Shares until the 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 (e) 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.

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 33 hereof, any disposition of Shared Collateral as a result of any Enforcement), any Net Proceeds of Shared Collateral shall be allocated among the parties as follows (and in the following order of priority):follows: (a) first, to the Post-Petition Agent for distribution to the Post-Petition Facility Arrangers, the Post-Petition US Agent, the Post-Petition Collateral AgentsUK Agent, the US Security Trustee and/or the Post-Petition Lenders UK Security Trustee, as the case may be, until all then outstanding Collateral Agent Expenses have been paid in accordance with the provisions of Section 8.1 of the Post-Petition Credit Agreement, it being understood that Section 8.1 of the Post-Petition Credit Agreement 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 arrangementfull; (b) second, to the extent of any surplus, to the 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 Post-Petition Obligations have been paid in full; (c) third, to the extent of any surplus, to the US Agent for distribution to the US Banks in accordance with the provisions of the US Credit Agreement Agreement) or the UK Agent (for distribution to the UK Banks in accordance with the UK Credit Agreement) until the principal any net amount of the US Obligations shall have been reduced then owing to $530 millionsuch Agent pursuant to Section 5 hereof until such amount is paid in full; (dc) fourththird, to the extent of any surplus, to the US Obligations and the UK Obligations based on their Pro Rata Shares until the 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 (ed) 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.

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 Post-Petition Working Capital Agent for distribution to the Post-Petition Working Capital Facility Arrangers, the Post-Petition Working Capital Agent, the Post-Petition Working Capital Collateral Agents, and/or the Post-Petition Working Capital Lenders in accordance with the provisions of Section 8.1 of the Post-Petition Working Capital Credit AgreementAgreement (or any similar successor provision), it being understood that Section 8.1 of the Post-Petition 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 arrangementarrangement 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 US Agent, the UK 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 Post-Petition Working Capital Obligations have been paid in full; (c) third, to the extent of any surplus, to the US 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) fourthSecured Loan Agent, to the extent of any surplus, to the US Obligations and the UK Secured Loan Obligations based on their Pro Rata Shares until the US Obligations and the UK Secured Loan 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 (ed) 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.