Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities:
(1) first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Forward Contract on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after an Adjustment Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus (2) the aggregate Market Value on the Delivery Date of a number of Reported Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof required to be delivered on the Delivery Date under Section 6.2 of the Forward Contract minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g));
(2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and
(3) finally, if all of the obligations of the Pledgor hereu...
Application of Collateral and Proceeds. The proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied in the following order of priorities: (a) first, to pay the expenses of such sale or other realization, including reasonable attorneys' fees, and all expenses, liabilities and advances incurred or made by Secured Party in connection therewith, and any other unreimbursed expenses for which Secured Party may be reimbursed pursuant to Section 15; (b) second, to the payment of the Obligations in such order of priority as Secured Party, in its sole discretion, shall determine; and (c) finally, to pay to Debtor, or its successors or assigns, or as a court of competent jurisdiction may direct, any surplus then remaining from such proceeds.
Application of Collateral and Proceeds. The proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied in the following order of priorities: (a) first, to pay the reasonable expenses of such sale or other realization, including, without limitation, reasonable attorneys' fees, and all expenses, liabilities and advances reasonably incurred or made by the Secured Party in connection therewith, and any other unreimbursed expenses for which the Secured Party is to be reimbursed pursuant to the Section titled "Expenses; Secured Party's Lien" below; (b) second, to the payment of the Obligations in such order of priority as the Secured Party, in its sole discretion, shall determine; and (c) finally, to pay to the Debtor, or its successors or assigns, or as a court of competent jurisdiction may direct, any surplus then remaining from such proceeds.
Application of Collateral and Proceeds. The proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied in the following order of priorities: (a) first, to pay the reasonable expenses of such sale or other realization, including, without limitation, reasonable attorneys' fees, and all expenses, liabilities and advances reasonably incurred or made by the Secured Party in connection therewith, and any other unreimbursed expenses for which the Secured Party is to be reimbursed pursuant to the Section titled “Expenses; Secured Party's Lien” below; (b) second, to the payment of the Obligations in such order of priority as the Secured Party, in its sole discretion, shall determine; and (c) finally, to pay to the Debtor, or its successors or assigns, or as a court of competent jurisdiction may direct, any surplus then remaining from such proceeds.
Application of Collateral and Proceeds. If, following an Event of Default, the Collateral Agent has proceeded to realize upon the security interest in the Collateral against any one or more of the types of Collateral in accordance with the foregoing provisions of this Article VII, the proceeds of any sale of, or other realization upon, or other receipt from, any such Collateral (including pursuant to Section 7.1(b)) shall be applied by the Collateral Agent in the following order of priorities: first, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Collateral; second, to the payment to Purchaser of the fair market value of the number or amount of Exchange Property required to be delivered pursuant to Section 7.1 of the Contract and any other amount then due and payable hereunder, and finally, if all of the obligations of Pledgor hereunder and under the Contract have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of Pledgor for the discharge of such obligations, any remaining proceeds shall be released to Pledgor.
Application of Collateral and Proceeds. The proceeds of any sale of, or other realization upon, all or any part of the Collateral will be applied in the following order of priorities:
(i) first, to pay the expenses of such sale or other realization, including those reasonable expenses, liabilities and advances actually incurred or made by Collateral Agent and its agent and counsel in connection therewith, and any other unreimbursed expenses of which Collateral Agent is to be reimbursed pursuant to Section 9 as determined in its sole discretion;
(ii) second, to the payment of the obligations in such other manner as Collateral Agent, in its sole discretion, will determine; and
(iii) finally, to pay to Debtor, or its successors or assigns, or to a court of competent jurisdiction, or as directed by a court of competent jurisdiction, any surplus then remaining from such proceeds.
Application of Collateral and Proceeds. Any cash held by or on behalf of Buyer and any transfer, or the proceeds of any sale, of all or any part of the Collateral pursuant to Section 8 hereof (less the costs and expenses incurred by Buyer in selling such Collateral, including the fees and expenses of counsel) shall be applied by Secured Party in such order as Buyer may elect. Guarantor shall remain liable for any such Obligations remaining unpaid from the foregoing proceeds and shall be entitled to any surplus after any application of such proceeds.
Application of Collateral and Proceeds. The proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied in the following order of priorities: (a) first, to pay the expenses of such sale or other realization and all expenses, liabilities and advances incurred or made by the Collateral Agent and the Noteholders in connection therewith, and any other un-reimbursed expenses for which the Collateral Agent and the Noteholders are to be reimbursed pursuant to this Agreement; (b) second, to the Noteholders in proportion to their respective interests in the Obligations; and (c) finally, to pay to the Company, or its successors or assigns, or as a court of competent jurisdiction may direct, any surplus then remaining from such proceeds.
Application of Collateral and Proceeds. The proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied in the following order of priorities:
(a) first, to pay the expenses of such sale or other realization, and all expenses, liabilities and advances incurred or made by or on behalf of the Secured Party in connection therewith, -10- 11 and any other unreimbursed expenses for which the Secured Party is to be reimbursed pursuant to Section 12 hereof;
(b) second, to the payment of the Loan Obligations then outstanding in such order or manner as the Secured Party, in its sole discretion, shall determine; and
(c) finally, to pay to the Debtor, or its successors or assigns, or as a court of competent jurisdiction may direct, any surplus then remaining from such proceeds.
Application of Collateral and Proceeds. The proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied in the following order of priority: (a) first, to pay the expenses of such sale or other realization, including reasonable attorneys' fees, and all reasonable expenses, liabilities and advances incurred or made by the Agent or any of the Secured Parties in connection therewith, and any other unreimbursed expenses for which the Agent or any of the Secured Parties are to be reimbursed pursuant to SECTION 14; (b) second, to the payment of the Obligations in such order of priority as the Secured Parties, in their sole discretion, shall determine; and (c) finally, to pay to the Debtor, or its successors and assigns, or as a court of competent jurisdiction may direct, any surplus then remaining from such proceeds.
