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 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 the Secured Lenders in their sole discretion, all monies and property Property received by the Secured Lenders (in their capacity as Lenders and, if applicable, Swap Lenders, Cash Management Lenders or Creditcard Lenders) for application in respect of the Secured Obligations or any other Swap Indebtedness subsequent to the delivery of an Acceleration Notice or the occurrence of an Event of Default specified in Sections 10.1(f10.1(h) or 10.1(g10.1(i) and all (including monies received as a result of a realization upon the Loan Party Guarantee and Security or the Security exercise of a right of set-off), shall be applied and distributed to the Secured Lenders (in their capacity as Lenders and, if applicable, Swap Lenders, Cash Management Lenders and Creditcard Lenders) in the manner set forth belowbelow (but subject at all times to the terms of the Intercreditor Agreements), 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 Administrative 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 hereunder or under any of the Security; (c) thirdly, pro rata among the Secured Lenders, the Creditcard Lenders (other than and the Swap Lenders) Cash Management Lenders in respect of amounts due and payable to such Secured Lenders by way of interestinterest pursuant to Sections 5.1, acceptance feesfees pursuant to Section 5.2, letter Letter of credit feesCredit Fees pursuant to Section 5.3, fees payable in respect of Creditcard Facilities or Cash Management Services, interest on overdue amounts pursuant to Section 5.4 and standby fees; andfees pursuant to Section 5.8; (d) fourthly, pro rata among the Secured Lenders, the Cash Management Lenders and the Creditcard Lenders in respect of any other amount (other than Lender Outstandings) not hereinbefore referred to in this Section 10.7 which are then due and payable to any of them by the Borrower hereunder or under any other Loan Document or Bilateral Financial Services Agreements; (e) fifthly, Proportionately among the Lenders, the Cash Management Lenders, the Creditcard Lenders and the Swap Lenders in or towards repayment of the Secured ObligationsLender Outstandings; and (f) sixthly, pro rata in or towards repayment to the Swap Lenders of all Swap Indebtedness in excess of the Permitted Swap Indebtedness. To the extent that a Secured Document Lender Swap or Bilateral Financial Services Agreement 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 (at any time after any such Lender Swap or Bilateral Financial Services Agreement was entered into) ceasing to be a Lender hereunder.

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 Property received by the Secured Lenders (in their capacity as Lenders and, if applicable, Swap Lenders, Cash Management Lenders or Creditcard Lenders) for application in respect of the Secured Obligations or any other Swap Indebtedness subsequent to the delivery of an Acceleration Notice or the occurrence of an Event of Default specified in Sections 10.1(f10.1(h) or 10.1(g10.1(i) and all (including monies received as a result of a realization upon the Loan Party Guarantee and Security or the Security exercise of a right of set-off), shall be applied and distributed to the Secured Lenders (in their capacity as Lenders and, if applicable, Swap Lenders, Cash Management Lenders and Creditcard Lenders) in the manner set forth belowbelow (but subject at all times to the terms of the Intercreditor Agreement), 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 Administrative Agent hereunder or under any other Loan Document;; 9617679.9 95 (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 hereunder or under any of the Security; (c) thirdly, pro rata among the Secured Lenders, the Creditcard Lenders (other than and the Swap Lenders) Cash Management Lenders in respect of amounts due and payable to such Secured Lenders by way of interestinterest pursuant to Sections 5.1, acceptance feesfees pursuant to Section 5.2, letter Letter of credit feesCredit Fees pursuant to Section 5.3, fees payable in respect of Creditcard Facilities or Cash Management Services, interest on overdue amounts pursuant to Section 5.4 and standby fees; andfees pursuant to Section 5.8; (d) fourthly, pro rata among the Secured Lenders, the Cash Management Lenders and the Creditcard Lenders in respect of any other amount (other than Lender Outstandings) not hereinbefore referred to in this Section 10.7 which are then due and payable to any of them by the Borrower hereunder or under any other Loan Document or Bilateral Financial Services Agreements; (e) fifthly, Proportionately among the Lenders, the Cash Management Lenders, the Creditcard Lenders and the Swap Lenders in or towards repayment of the Secured ObligationsLender Outstandings; and (f) sixthly, pro rata in or towards repayment to the Swap Lenders of all Swap Indebtedness in excess of the Permitted Swap Indebtedness. To the extent that a Secured Document Lender Swap or Bilateral Financial Services Agreement 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 (at any time after any such Lender Swap or Bilateral Financial Services Agreement was entered into) ceasing to be a Lender hereunder.