Application and Sharing of Payments Following Acceleration. Except as otherwise agreed to by all of the Lenders in their sole discretion and subject to the terms of any Second Lien Intercreditor Agreement, all monies and property received by the Lenders for application in respect of the Secured Obligations subsequent to the Adjustment Time and all monies received as a result of a realization upon the Security (collectively, the “Realization Proceeds”) shall be applied and distributed to the Lenders and the Agent in the order and manner set forth below:
(a) firstly, distributed proportionately to the Lenders and the Agent in accordance with amounts owing to each Lender and the Agent on account of the costs and expenses of enforcement and realization upon the Security; and
(b) secondly, distributed Rateably to the Lenders and Hedging Affiliates on account of the Secured Obligations; and the balance of the Realization Proceeds (if any) shall be paid to the Borrower or otherwise as may be required by Applicable Laws.
Application and Sharing of Payments Following Acceleration. Except as otherwise agreed to by all of the Lenders in their sole discretion, any sum received by the Agent at any time after delivery of an Acceleration Notice or after the occurrence of an Event of Default specified in Section 9.1(b) or 9.1(c) which the Agent is obliged to apply in or towards satisfaction of sums due from the Borrower hereunder shall be applied by the Agent rateably among the Lenders and the Agent in accordance with amounts owed to the Lenders and the Agent in respect of each category of amounts set forth below, each such application to be made in the following order with the balance remaining after application in respect of each category to be applied to the next succeeding category:
Application and Sharing of Payments Following Acceleration. Except as otherwise agreed to by all the Secured Lenders in their sole discretion, all monies and property received by the Secured Lenders for application in respect of the Secured Obligations subsequent to the delivery of an Acceleration Notice or the occurrence of an Event of Default specified in Sections 10.1(f) or 10.1(g) and all monies received as a result of a realization upon the Loan Party Guarantee and the Security shall be applied and distributed to the Secured Lenders in the manner set forth below, each such application to be made in the following order with any balance remaining after application in respect of each category to be applied to the next succeeding category:
(a) firstly, in or towards payment of any fees or expenses then due and payable to the Agent hereunder or under any other Loan Document;
(b) secondly, pro rata among the Secured Lenders in respect of amounts due and payable to such Secured Lenders as and by way of recoverable expenses under its Secured Documents or under any of the Security;
(c) thirdly, pro rata among the Secured Lenders (other than the Swap Lenders) in respect of amounts due and payable to such Secured Lenders by way of interest, acceptance fees, letter of credit fees, interest on overdue amounts and standby fees; and
(d) fourthly, pro rata among the Secured Lenders in or towards repayment of the Secured Obligations. To the extent that a Secured Document is entered into by an Affiliate of a Lender, that Lender shall cause such Affiliate to comply with the provisions of this Section 10.7 and such obligation shall survive such Lender ceasing to be a Lender hereunder.
Application and Sharing of Payments Following Acceleration. Except as otherwise agreed to by all of the Lenders in their sole discretion, all monies and property received by the Lenders for application in respect of the Secured Obligations subsequent to the Adjustment Time and all monies received as a result of a realization upon the Security (collectively, the “Realization Proceeds”) shall be applied and distributed to the Lenders and the Agent in the order and manner set forth below:
(a) firstly, distributed proportionately to the Lenders and the Agent in accordance with amounts owing to each Lender and the Agent on account of the costs and expenses of enforcement and realization upon the Security; and
(b) secondly, distributed Rateably to the Lenders, the Hedging Affiliates and the Cash Managers on account of the Secured Obligations, and the balance of the Realization Proceeds, if any, shall be paid to the Canadian Borrower or otherwise as may be required by Applicable Laws.
Application and Sharing of Payments Following Acceleration. Except as otherwise agreed to by all of the Lenders in their sole discretion, all monies and property received by the Lenders for application in respect of the Obligations, Cash Management Obligations and Lender Financial Instrument Obligations subsequent to the Adjustment Time and all monies received as a result of a realization upon any of the guarantees delivered pursuant to Section 11.1 (collectively, the "Realization Proceeds") shall be applied and distributed to the Lenders and the Agent in the order and manner set forth below:
(a) firstly, distributed proportionately to the Lenders and the Agent in accordance with amounts owing to each Lender and the Agent on account of the costs and expenses of enforcement and realization upon any of the guarantees delivered pursuant to Section 11.1; and
(b) secondly, distributed Rateably to the Lenders and Hedging Affiliates on account of the Obligations, Cash Management Obligations and Lender Financial Instrument Obligations; and the balance of the Realization Proceeds (if any) shall be paid to the Canadian Borrower or otherwise as may be required by Applicable Laws. 31150487.8
Application and Sharing of Payments Following Acceleration. Except as otherwise agreed to by both of the Lenders in their sole discretion, all monies and property received by the Lenders for application in respect of the Aggregate Obligations subsequent to the Adjustment Time and all monies received as a result of enforcement of the Aggregate Obligations (collectively, the “Enforcement Proceeds”) shall be applied and distributed Rateably to the Lenders on account of the Aggregate Obligations, and the balance of the Enforcement Proceeds (if any) shall be paid to the Borrower or otherwise as may be required by applicable law.
Application and Sharing of Payments Following Acceleration. Except as otherwise agreed to by all of the Lenders in their sole discretions, any sum received by Administrative Agent subsequent to the Adjustment Time which the Administrative Agent is obliged to apply in or towards satisfaction of sums due from the Borrower hereunder shall be applied by the Administrative Agent rateably among the Lenders and the Administrative Agent in accordance with amounts owed to the Lenders and the Administrative Agent in respect of each category of amounts set forth below, each such application to be made in the following order with the balance remaining after application in respect of each category to be applied to the next succeeding category:
(a) Administrative Agent's Fees: firstly, in or towards payment of any fees then due and payable to the Administrative Agent and the Lenders hereunder, including, without limitation, those fees referred to in Section 5.7;
(b) Administrative Agent's and Lenders' Expenses: secondly, among the Administrative Agent and the Lenders in accordance with amounts owed to the Administrative Agent and the Lenders in respect of amounts due and payable as and by way of recoverable expenses hereunder, including amounts payable pursuant to indemnities;
Application and Sharing of Payments Following Acceleration. Except as otherwise agreed to by all of the Lenders in their sole discretion, any sum received by the Agent at any time after delivery of an Acceleration Notice which the Agent is obliged to apply in or towards satisfaction of sums due from the Borrower hereunder shall be applied by the Agent ratably among the Lenders and the Agent in accordance with amounts owed to the Lenders and the Agent in respect of each category of amounts set forth below, each such application to be made in the following order with the balance remaining after application in respect of each category to be applied to the next succeeding category:
Application and Sharing of Payments Following Acceleration. Except as otherwise agreed to by all the Lenders in their sole discretion, any sum received by the Agent at any time after delivery of an Acceleration Notice or the occurrence of an Event of Default specified in Sections 10.1(f) or 10.1(g), shall be applied by the Agent among the Lenders and the Agent in accordance with amounts owed to the Lenders and the Agent in respect of each category of amounts set forth below, each such application to be made in the following order with the balance remaining after application in respect of each category to be applied to the next succeeding category:
(a) firstly, in or towards payment of any fees or expenses then due and payable to the Agent hereunder or under any other Loan Document;
(b) secondly, Rateably among the Lenders in respect of amounts due and payable to such Lenders as and by way of recoverable expenses hereunder or under any Loan Document;
(c) thirdly, Rateably among the Lenders in respect of amounts due and payable to such Lenders by way of interest pursuant to Sections 5.1, 5.2 and 5.3, acceptance fees pursuant to Section 5.4, Letter of Credit Fees pursuant to Section 5.11, interest on overdue amounts pursuant to Section 5.5, standby fees pursuant to Section 5.6 and Agent's fees pursuant to Section 5.7; and
(d) fourthly, Rateably among the Lenders in respect of any other amount not hereinbefore referred to in this Section 10.6 which are then due and payable by the Borrower or any other Loan Party hereunder or under any other Loan Document.
Application and Sharing of Payments Following Acceleration. Except as otherwise agreed to by all of the Lenders in their sole discretion, all monies and property received by the Lenders for application in respect of the Obligations, the Bank Product Obligations and the Financial Instrument Obligations under Lender Financial Instruments subsequent to the Adjustment Time and all monies received as a result of a realization upon the Subsidiary Guarantees and the Parent Guarantee (collectively, the “Realization Proceeds”) shall be applied and distributed to the Lenders and the Agent in the order and manner set forth below:
(a) firstly, distributed proportionately to the Lenders and the Agent in accordance with amounts owing to each Lender and the Agent on account of the reasonable properly documented costs and expenses of enforcement and realization upon the Subsidiary Guarantees and the Parent Guarantee; and
(b) secondly, distributed Rateably to the Lenders, the Bank Product Affiliates and Hedging Affiliates on account of the Obligations, the Bank Product Obligations and the Financial Instrument Obligations under Lender Financial Instruments; and the balance of the Realization Proceeds (if any) shall be paid to the Borrowers or otherwise as may be required by law.
