Distributions of Collateral. Following the occurrence of and during the continuation of an Event of Default and delivery of a remedies instruction to apply proceeds of the Collateral in accordance with the cash waterfall provisions below, the proceeds of any application of amounts received in accordance with account control rights exercised by either Collateral Agent (irrespective of whether such control rights have been exercised pursuant to a remedies instruction), liquidation, foreclosure or similar transaction related to the sale of Collateral (other than the Excluded Collateral), and proceeds received in a bankruptcy will be applied in the following order of priority: (i)First, on a pro rata basis, to pay fees, expenses and indemnities of the First Lien Collateral Agent, the Second Lien Collateral Agent and any administrative agent or issuing bank expenses and fees (other than letter of credit reimbursement obligations) under the First Lien Credit Agreement and Second Lien Notes; (ii)Second, on a pro rata basis to any First Lien Claimholder which has theretofore advanced or paid any fees to any agent or bank referred to in priority first above, other than any amounts paid under priority first above, an amount equal to the amount thereof so advanced or paid by such First Lien Claimholder and for which such Secured Party has not been previously reimbursed; (iii)Third, on a pro rata basis to the payment of, without duplication, (a) any interest expense (including fees) then due and payable under the First Lien Credit Facility, any Secured Hedge Agreement, any Secured Cash Management Agreement and any Permitted Secured Commodity Swap Contract and (b) to the extent such expenses are reimbursable in accordance with the terms of the relevant documents, all out-of-pocket expenses (including reasonable legal fees) incurred by any First Lien Claimholder in connection with the enforcement and protection of its rights under such documents to which such First Lien Claimholder is a party or otherwise by reason of the occurrence of a default thereunder; (iv)Fourth, on a pro rata basis, to the payment of, without duplication, (a) any principal and other amounts then due and payable in respect of the First Lien Credit Facility (including cash collateralization (at 102.5% of the available amount thereof) of all outstanding letters of credit issued thereunder), any Secured Hedge Agreement, any Secured Cash Management Agreement and any Permitted Secured Commodity Swap Contract and (b) any other Firs...
Distributions of Collateral. 5 So long as the Discharge of First Lien Obligations has not occurred, following (i) the occurrence of a payment default under any of the First Lien Credit Facility, the revolving facility or the note purchase agreement in respect of the Second Lien Obligations (the “Secured Facilities”), (ii) the acceleration of any of the Secured Facilities, (iii) the occurrence of a bankruptcy in respect of any Loan Party or (iv) the occurrence of an Event of Default and delivery of a remedies instruction to apply proceeds of the Term Priority Collateral in accordance with the cash waterfall provisions below (each of the foregoing, a “Waterfall Trigger Event”), the proceeds of any application of amounts received in accordance with account control rights exercised by the First Lien Collateral Agent (irrespective of whether such control rights have been exercised pursuant to a remedies instruction), liquidation, foreclosure or similar exercise of secured creditor remedies related to the sale of Term Priority Collateral, and proceeds received in a bankruptcy will be applied in the following order of priority
Distributions of Collateral. So long as any of the RBL Obligations are outstanding, any proceeds of RBL Priority Collateral received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies, shall be applied by the RBL Agent to the RBL Obligations in such order as specified in the relevant RBL Loan Documents. Upon the payment in full in cash of the RBL Obligations, the RBL Collateral Agent shall deliver to the Bridge Agent all remaining proceeds of RBL Priority Collateral held by it to be applied by the Bridge Agent to the Bridge Obligations in such order as specified in the Bridge Loan Documents. So long as any of the Bridge Obligations are outstanding, any proceeds of Bridge Priority Collateral received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies, shall be applied by the Bridge Agent to the Bridge Obligations in such order as specified in the relevant Bridge Loan Documents. Upon the payment in full in cash of the Bridge Obligations, the Bridge Collateral Agent shall deliver to the RBL Agent all remaining proceeds of Bridge Priority Collateral held by it to be applied by the RBL Agent to the RBL Obligations in such order as specified in the RBL Loan Documents. Proceeds of the Collateral include insurance proceeds and therefor the section titled “Priority of Obligations” above shall govern the ultimate disposition of casualty insurance proceeds. The RBL Collateral Agent shall be named as additional insured or loss payee, as applicable, with respect to all insurance policies relating to the RBL Priority Collateral and the Bridge Agent shall be named as additional insured and loss payee, as applicable, with regards to all insurance policies relating to the Bridge Priority Collateral.
