Common use of Application of Certain Proceeds Clause in Contracts

Application of Certain Proceeds. In the event the amount of any prepayment required to be made above under this Section 2.15 shall exceed the aggregate principal amount of the Base Rate Loans outstanding under the respective Class required to be prepaid (the amount of any such excess being called the “Excess Amount”), Company shall have the right, in lieu of making such prepayment in full, to prepay all the outstanding applicable Base Rate Loans and to deposit an amount equal to the Excess Amount with the Collateral Trustee in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Collateral Trustee. Any amounts so deposited shall be held by the Collateral Trustee as collateral for the Obligations and applied to the prepayment of the applicable Eurodollar Rate Loans at the end of the current Interest Periods applicable thereto. On any Business Day on which (i) collected amounts remain on deposit in or to the credit of such cash collateral account after giving effect to the payments made on such day pursuant to this Section 2.15(d) and (ii) Company shall have delivered to the Collateral Trustee a written request or a telephonic request (which shall be promptly confirmed in writing) that such remaining collected amounts be invested in the Permitted Investments specified in such request, the Collateral Trustee shall use its reasonable efforts to invest such remaining collected amounts in such Permitted Investments; provided, however, that the Collateral Trustee shall have continuous dominion and full control over any such investments (and over any interest that accrues thereon) to the same extent that it has dominion and control over such cash collateral account and no Permitted Investment shall mature after the end of the Interest Period for which it is to be applied. Company shall not have the right to withdraw any amount from such cash collateral account until the applicable Eurodollar Rate Loans and accrued interest thereon are paid in full or if a Default or Event of Default then exists or would result.

Application of Certain Proceeds. In SECTION 4.1 Division of Foreclosure Proceeds and Proceeds Under the event Xxxxxxxx Guaranty. (a) Following (i) the receipt of proceeds under the Xxxxxxxx Guaranty as a result of a termination of the Power Purchase Agreement or (ii) a foreclosure or bother exercise of remedies following a Trigger Event, the proceeds of any sale, disposition or other realization by the Collateral Agent or by any Senior Party upon the Collateral (or any portion thereof) pursuant to the Security Documents shall be distributed in the following order of priorities: first, to the Collateral Agent, the Trustee, the DSR LOC Provider and the CP LOC Provider, ratably, all administrative fees, costs and expenses owed to such Parties under the Financing Documents; provided, that prior to any such distribution to the Trustee, the DSR LOC Provider or the CP LOC Provider, the Collateral Agent shall have received a certificate signed by an Authorized Representative of the Trustee, the DSR LOC Provider or the CP LOC Provider (as the case may be), in form and substance satisfactory to the Collateral Agent, setting forth the amount of any prepayment required payable to be made above under this Section 2.15 shall exceed the aggregate principal amount Trustee, the DSR LOC Provider or the CP LOC Provider (as the case may be) as of the Base Rate Loans outstanding under date of such distribution; second, to the respective Class required to be prepaid Senior Parties, ratably (based on the amount of any such excess being called the “Excess Amount”owing to specified recipients), Company shall have the right, in lieu of making such prepayment in full, to prepay all the outstanding applicable Base Rate Loans and to deposit an amount equal to the Excess Amount with unpaid amount of all Financing Liabilities owed to the Senior Parties by the Company; provided, that prior to any such such distribution, the Collateral Trustee Agent shall have received a certificate executed by an Authorized Representative of each such Senior Party, in a cash collateral account maintained (pursuant to documentation form and substance reasonably satisfactory to the Administrative Collateral Agent) by and in , setting forth the sole dominion and control of the Collateral Trustee. Any amounts so deposited shall be held by the Collateral Trustee as collateral for the Obligations and applied amount payable to the prepayment of the applicable Eurodollar Rate Loans at the end of the current Interest Periods applicable thereto. On any Business Day on which (i) collected amounts remain on deposit in or to the credit of such cash collateral account after giving effect to the payments made on such day Senior Party pursuant to this Section 2.15(d) and (ii) clause as of the date of such distribution; third, to any Subordinated Debt Providers, ratably, an amount equal to the unpaid obligations owed to such Subordinated Debt Providers by the Company under any Subordinated Loan Agreement; provided, that prior to any such distribution, the Collateral Agent shall have delivered received a certificate executed by an Authorized Representative of each such Subordinated Debt Provider, in form and substance reasonably satisfactory to the Collateral Trustee a written request or a telephonic request (which shall be promptly confirmed in writing) that Agent, setting forth the amount payable to such remaining collected amounts be invested in Subordinated Debt Provider pursuant to this clause as of the Permitted Investments specified in date of such requestdistribution; and fourth, the Collateral Trustee shall use its reasonable efforts to invest such remaining collected amounts in such Permitted Investments; provided, however, that the Collateral Trustee shall have continuous dominion and full control over any such investments (and over any interest that accrues thereon) to the Company (or its successors or assigns) or to whomever may be lawfully entitled to receive the same extent that it has dominion or as a court of competent jurisdiction may direct, any surplus then remaining from such proceeds. (b) As used in this Section 4.1, "proceeds" of Collateral shall mean cash, securities and control over such cash collateral account other property realized in respect of, and no Permitted Investment shall mature after the end distributions in kind of, Collateral, including any thereof received under any reorganization, liquidation or adjustment of Debt of the Interest Period for which it is to be applied. Company shall not have or any issuer of or obligor on any of the right to withdraw any amount from such cash collateral account until the applicable Eurodollar Rate Loans and accrued interest thereon are paid in full or if a Default or Event of Default then exists or would resultCollateral.

Application of Certain Proceeds. In the event the amount of any prepayment required to be made above under this Section 2.15 shall exceed the aggregate principal amount of the Base Rate Loans outstanding under the respective Class required to be prepaid (the amount of any such excess being called the “"Excess Amount”"), Company shall have the right, in lieu of making such prepayment in full, to prepay all the outstanding applicable Base Rate Loans and to deposit an amount equal to the Excess Amount with the Collateral Trustee in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Collateral Trustee. Any amounts so deposited shall be held by the Collateral Trustee as collateral for the Obligations and applied to the prepayment of the applicable Eurodollar Rate Loans at the end of the current Interest Periods applicable thereto. On any Business Day on which (i) collected amounts remain on deposit in or to the credit of such cash collateral account after giving effect to the payments made on such day pursuant to this Section 2.15(d) and (ii) Company shall have delivered to the Collateral Trustee a written request or a telephonic request (which shall be promptly confirmed in writing) that such remaining collected amounts be invested in the Permitted Investments specified in such request, the Collateral Trustee shall use its reasonable efforts to invest such remaining collected amounts in such Permitted Investments; provided, however, that the Collateral Trustee shall have continuous dominion and full control over any such investments (and over any interest that accrues thereon) to the same extent that it has dominion and control over such cash collateral account and no Permitted Investment shall mature after the end of the Interest Period for which it is to be applied. Company shall not have the right to withdraw any amount from such cash collateral account until the applicable Eurodollar Rate Loans and accrued interest thereon are paid in full or if a Default or Event of Default then exists or would result.

Application of Certain Proceeds. In To the event extent any Holdco Party receives net cash proceeds after the amount date of any prepayment this Agreement and prior to the date of the Final ICI Settlement which are not required to be made above applied as a mandatory prepayment of the Loans under this Section 2.15 the Credit Agreements from any issuance of Indebtedness or Capital Stock or from any sale, transfer, assignment or other disposition of any assets, the Holdco Parties agree to apply such proceeds to the obligations of the Holdco Parties under the ICI Purchase Agreement consisting of the B Note Completion Payment or Adjusted B Note Completion Payment and any other related mandatory monetary obligations of the Holdco Parties under the ICI Purchase Agreement and, to the extent that there are any proceeds in excess of the amounts necessary to satisfy the B Note Completion Payment or Adjusted B Note Completion Payment, as applicable, and any such other mandatory monetary obligations, such proceeds shall be retained by the applicable Holdco Party in a Deutsche Bank deposit account and used only (i) to make all or a portion of the “Alta Interest Partial Payment” or the “Alta Interest Purchase Price” pursuant to the ICI Agreement; (ii) to otherwise acquire from the ICI Parties all or a portion of the Capital Stock of HIH held by ICI Alta so long as after such acquisition, the Holdco Parties are in compliance with Sections 3.05 and 3.06; (iii) as a payment to the ICI Parties in exchange for fair value solely in connection with a valid and binding settlement entered into by the Holdco Parties, HSCC and the ICI Parties with respect to all or any portion of the obligations of HSCC to any of the ICI Parties under the MIOA; (iv) to repay or refinance any Non-Recourse Indebtedness or Mezzanine Financing which constitutes Indebtedness, so long as the net proceeds of any such refinancing Indebtedness does not exceed the aggregate principal amount of the Base Rate Loans outstanding under Indebtedness refinanced thereby on such date; or (v) as a contribution to the respective Class required equity of Huntsman (either directly in the case of Holdco II or through a distribution to be prepaid (Holdco II and subsequent contribution to Huntsman in the amount case of any Permitted Holdco Subsidiary) for further application in the manner required by the Credit Agreements; provided, further, any amounts of such excess being called proceeds that have not been applied in the “Excess Amount”manner specified in clauses (i), Company (ii), (iii) or (iv) above on or before December 31, 2003 (including any such proceeds received by a Holdco Party after December 31, 2003) shall have the right, in lieu of making be applied on such prepayment in full, to prepay all the outstanding applicable Base Rate Loans and to deposit an amount equal to the Excess Amount with the Collateral Trustee in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and date in the sole dominion and control of the Collateral Trustee. Any amounts so deposited shall be held by the Collateral Trustee as collateral for the Obligations and applied to the prepayment of the applicable Eurodollar Rate Loans at the end of the current Interest Periods applicable theretomanner specified in clause (v) above. On any Business Day on which the Final ICI Settlement date: (i) collected any amounts remain on which are retained by a Permitted Holdco Subsidiary in a Deutsche Bank deposit in or account shall be disbursed to the credit of such cash collateral account after giving effect to the payments made on such day pursuant to Permitted Holdco Subsidiary and may be used for any purposes not prohibited under this Section 2.15(d) Agreement and (ii) Company shall have delivered to any amounts which are retained by Holdco I or Holdco II in a Deutsche Bank deposit account which constitute “Reinvestment Mezzanine Proceeds” (as defined under the Collateral Trustee a written request or a telephonic request (which Term Credit Agreement) shall be promptly confirmed in writing) that disbursed to such remaining collected amounts party and shall be invested in used as permitted under the Permitted Investments specified in such request, the Collateral Trustee shall use its reasonable efforts to invest such remaining collected amounts in such Permitted Investments; provided, however, that the Collateral Trustee shall have continuous dominion and full control over any such investments (and over any interest that accrues thereon) to the same extent that it has dominion and control over such cash collateral account and no Permitted Investment shall mature after the end definition of the Interest Period for which it is to be applied. Company shall not have the right to withdraw any amount from such cash collateral account until the applicable Eurodollar Rate Loans and accrued interest thereon are paid in full or if a Default or Event of Default then exists or would result“Reinvestment Mezzanine Proceeds”.