Common use of Application and Sharing of Payments Following Acceleration Clause in Contracts

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 and subject to the terms of any Second Lien Intercreditor Agreementdiscretion, all monies and property received by the Lenders for application in respect of the Secured 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 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 ObligationsObligations and the Financial Instrument. Obligations under Lender Financial Instruments; and the balance of the Realization Proceeds (if any) shall be paid to the Borrower or otherwise as may be required by Applicable Lawsthe Intercreditor Agreement or applicable law.

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 Agreementdiscretion, 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 Lenders, the Hedging Affiliates and the Cash Managers on account of the Secured Obligations; , and the balance of the Realization Proceeds (Proceeds, if any) , shall be paid to unsecured creditors (including the Lenders in respect of any Unsecured Excess), equally and rateably, in each case, to the extent of their legal entitlement thereto and, thereafter, any further remaining balance 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 and subject to the terms of any Second Lien Intercreditor Agreementdiscretion, all monies and property received by the Lenders for application in respect of the Secured 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 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 ObligationsObligations and the Financial Instrument Obligations under Lender Financial Instruments; and the balance of the Realization Proceeds (if any) shall be paid to the Borrower or otherwise as may be required by Applicable Lawslaw.

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 Agreementdiscretion, all monies and property received by the Lenders for application in respect of the Secured Obligations, Cash Management 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 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, Cash Management Obligations and the Financial Instrument Obligations under Lender Financial Instruments; 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 and subject to the terms of any Second Lien Intercreditor Agreementdiscretion, all monies and property received by the Lenders for application in respect of the Secured 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 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 Administrative 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 ObligationsObligations and the Financial Instrument Obligations under Lender Financial Instruments; and the balance of the Realization Proceeds (if any) shall be paid to the Borrower or otherwise as may be required by Applicable Lawslaw.

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 Collateral Agent and 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 and subject to the terms of any Second Lien Intercreditor Agreementdiscretion, all monies and property received by the Lenders for application in respect of the Secured Obligations, Cash Management 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 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, Cash Management Obligations and the Financial Instrument Obligations under Lender Financial Instruments; and the balance of the Realization Proceeds (if any) shall be paid to the Borrower or otherwise as may be required by Applicable Laws.