Common use of Application of Proceeds After Acceleration Clause in Contracts

Application of Proceeds After Acceleration. If any Event of Default shall have occurred and be continuing, and if the Obligations have become due and payable, all cash collateral held by Administrative Agent under this Agreement and the proceeds of any sale, disposition, or other realization by Administrative Agent upon the Collateral (or any portion thereof) pursuant to the Security Documents, shall be distributed in whole or in part by Administrative Agent in the following order of priority, unless otherwise directed by all of the Lenders: First, to the Administrative Agent, in an amount equal to all reimbursements to Administrative Agent due and payable as of the date of such distribution; Second, to the Lenders, ratably, in an amount equal to all accrued and unpaid interest and fees owing to the Lenders under this Agreement due and payable as of the date of such distribution; provided, however, that in case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; Third, to the Lenders, ratably, in an amount equal to all Loans plus LC Obligations; provided, however, that in the case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; Fourth, to the Lenders, ratably, in an amount equal to all amounts owing to the Lenders under all Obligations with respect to Hedging Contracts between any Restricted Person and any Lender or an Affiliate; provided, however, that in case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; Fifth, to the Lenders in an amount equal to all other Obligations; provided, however, that in the case such proceeds shall be insufficient to pay in full such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; and Sixth, to the extent of any surplus, to the Restricted Persons as their respective interests may appear, except as may be provided otherwise by law; it being understood that the Restricted Persons shall remain liable to the extent of any deficiency between the amount of proceeds of the Collateral and the aggregate sums referred to in clauses First through Fifth above.

Application of Proceeds After Acceleration. If any Event After the exercise of Default shall remedies provided for in Section 8.2 (or after the Loans have occurred and be continuing, and if the Obligations have automatically become immediately due and payable, all cash collateral held any amounts received on account of the Secured Obligations shall be applied by Administrative Agent under this Agreement and the proceeds of any sale, disposition, or other realization by Administrative Agent upon the Collateral (or any portion thereof) pursuant subject to the Security Documents, shall be distributed in whole or in part by Administrative Agent provisions of the Intercreditor Agreement) in the following order of priority, unless otherwise directed by all of the Lendersorder: First, to payment of that portion of the Administrative AgentObligations constituting fees, in an amount equal to all reimbursements indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent due (but excluding fees and time charges for attorneys who may be employees of Administrative Agent) and amounts payable under Article III) payable to Administrative Agent in its capacity as of the date of such distributionsuch; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” below) payable to Lenders (including fees, charges and disbursements of counsel to the respective Lenders, ratablyand amounts payable under Article III), ratably among them in an amount equal proportion to all the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest and fees owing to on the Lenders under this Agreement due and payable as of the date of such distribution; providedLoans, however, that in case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the ratably among Lenders, ratably, in proportion to its percentage of the sum of the aggregate respective amounts of all such Obligations; Third, described in this clause Third payable to the Lenders, ratably, in an amount equal to all Loans plus LC Obligations; provided, however, that in the case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligationsthem; Fourth, to payment of that portion of the LendersSecured Obligations constituting unpaid principal of the Loans, ratably, in an amount equal to all amounts owing to the ratably among Lenders under all Obligations with respect to Hedging Contracts between any Restricted Person and any Lender or an Affiliate; provided, however, that in case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate respective amounts of all such Obligationsdescribed in this clause Fourth held by them; Fifth, to the Lenders in an amount equal to all payment of any other Secured Obligations; providedSixth, howeverthe balance, that in if any, after all of the case such proceeds shall be insufficient to pay Secured Obligations and after the First Lien Indebtedness has been indefeasibly paid in full such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; and Sixth, (to the extent of any surplusrequired to be paid pursuant to the First Lien Credit Agreement), to Borrower or as otherwise required by Law or by the Restricted Persons as their respective interests may appear, except as may be provided otherwise by law; it being understood that the Restricted Persons shall remain liable to the extent of any deficiency between the amount of proceeds of the Collateral and the aggregate sums referred to in clauses First through Fifth aboveIntercreditor Agreement.

Application of Proceeds After Acceleration. If any Event of Default shall have occurred and be continuing, and if the Obligations have become due and payable, all cash collateral held by Administrative the Agent under this Agreement and the proceeds of any sale, disposition, disposition or other realization by Administrative the Agent upon the Collateral Mortgaged Property (or any portion thereof) pursuant to the Security Documents, shall be distributed in whole or in part by Administrative the Agent in the following order of priority, unless otherwise directed by all of the LendersBanks: FirstFIRST, to the Administrative Agent and the Co-Agent, ratably, in an amount equal to all reimbursements to Administrative costs and expenses of the Agent and the Co-Agent due and payable as of the date of such distribution; SecondSECOND, to the LendersBanks, ratably, in an amount equal to all accrued and unpaid interest and fees owing to the Lenders Banks under this the Credit Agreement due and payable as of the date of such distribution; providedPROVIDED, howeverHOWEVER, that in case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the LendersBanks, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; ThirdTHIRD, to the LendersBanks, ratably, in an amount equal to the principal of all Loans plus LC Obligations; provided, however, that in the case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; Fourth, to the Lenders, ratably, in an amount equal to all amounts owing to the Lenders Banks under all Obligations with respect to Hedging Contracts between any Restricted Person the Credit Agreement due and any Lender or an Affiliatepayable as of the date of such distribution; providedPROVIDED, howeverHOWEVER, that in case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the LendersBanks, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; FifthFOURTH, to the Lenders Banks, ratably, in an amount equal to all other Obligationsamounts owing to the Banks under all Bank Group Derivatives due and payable as of the date of such distribution; providedPROVIDED, howeverHOWEVER, that in the case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the LendersBanks, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; FIFTH, to the Banks in an amount equal to all other Obligations due and payable as of the date of such distribution; PROVIDED, HOWEVER, that in case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the Banks, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; and SixthSIXTH, to the extent of any surplus, to the Restricted Persons Borrower, as their respective its interests may appear, except as may be provided otherwise by law; it being understood that the Restricted Persons Borrower shall remain liable to the extent of any deficiency between the amount of the proceeds of the Collateral Mortgaged Property and the aggregate of the sums referred to in clauses First FIRST through Fifth FIFTH above.

Application of Proceeds After Acceleration. If any Event of Default shall have occurred and be continuing, and if the Obligations have become due and payable, all cash collateral held by Administrative Agent under this Agreement and the proceeds of any sale, disposition, or other realization by Administrative Agent upon the Collateral (or any portion thereof) pursuant to the Security Documents, shall be distributed in whole or in part by Administrative Agent in the following order of priority, unless otherwise directed by all of the Lenders: First, to the Administrative Agent, in an amount equal to all reimbursements to Administrative Agent due and payable as of the date of such distribution; Second, to the Lenders, ratably, in an amount equal to all accrued Obligations and unpaid interest and fees owing to the Lenders under this Agreement due and payable as of the date of such distributionPari Passu Lender Hedging Obligations; provided, however, that in case such proceeds shall be insufficient to pay in full all Obligations and all Pari Passu Lender Hedging Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all Obligations and Pari Passu Lender Hedging Obligations; Third, to the Lenders in an amount equal to all other Lending Hedging Obligations; provided, however, that in the case such proceeds shall be insufficient to pay in full such Lender Hedging Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; Third, to the Lenders, ratably, in an amount equal to all Loans plus LC Obligations; provided, however, that in the case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; Fourth, to the Lenders, ratably, in an amount equal to all amounts owing to the Lenders under all Obligations with respect to Lender Hedging Contracts between any Restricted Person and any Lender or an Affiliate; provided, however, that in case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; Fifth, to the Lenders in an amount equal to all other Obligations; provided, however, that in the case such proceeds shall be insufficient to pay in full such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; and SixthFourth, to the extent of any surplus, to the Restricted Persons as their respective interests may appear, except as may be provided otherwise by law; it being understood that the Restricted Persons shall remain liable to the extent of any deficiency between the amount of proceeds of the Collateral and the aggregate sums referred to in clauses First through Fifth Fourth above.

Application of Proceeds After Acceleration. If any Event of Default shall have occurred and be continuing, and if the Administrative Agent (at the direction of the Required Lenders) shall have declared all Loans and all other Obligations have become under the Credit Agreement to be due and payablepayable thereunder, then, at the direction of the Required Lenders, all cash collateral Collateral held by the Administrative Agent under this Agreement (including, but not limited to, the Accounts, subject, however, to the terms of Section 5.10 above) and the proceeds of any sale, disposition, disposition or other realization by the Administrative Agent or by any Secured Party upon the Collateral (or any portion thereof) pursuant to the Security Documents, Documents shall be distributed in whole or in part by the Administrative Agent in the following order of priority, unless otherwise directed by all of the Lenders: First, to the Administrative Agent, Agent for the account of the Administrative Agent in an amount equal to all reimbursements to the Administrative Agent Claims due and payable as of the date of such distribution; Second, to the LendersSecured Parties (other than the Administrative Agent), ratably, in an amount equal to all accrued costs and unpaid interest expenses incurred by such Secured Parties in accordance with Section 9.04(iii) of the Credit Agreement; provided, that prior to any such distribution, the Administrative Agent shall have received a certificate signed by each such Secured Party, setting forth the amount due and fees owing payable to such Secured Party as of the date of such distribution; Third, to the Lenders under this Agreement in an amount equal to all Fees and all interest on the Advances due and payable as of the date of such distribution; provided, howeverthat prior to any such distribution, the Administrative Agent shall have received certificates signed by each of the Lenders, setting forth the amount due and payable to such Lender as of the date of such distribution; in case such proceeds shall be insufficient to pay in full all such Fees and interest, then to the payment thereof to each Lender, ratably, in proportion to its percentage of the sum of the aggregate amount of all such Fees and interest; Fourth, ratably, to the Lenders in an amount equal to all principal on the Advances due and payable as of the date of such distribution and to the Swap Banks in an amount equal to all Swap Claims due and payable under all Interest Hedge Contracts as of the date of such distribution; provided, that prior to any such distribution, the Administrative Agent shall have received certificates signed by each of the Lenders, setting forth the amount due and payable to such Lender, as of the date of such distribution; and in case such proceeds shall be insufficient to pay in full all such principal, then to the payment thereof to each Lender, ratably, in proportion to its percentage of the sum of the aggregate amount of all such principal; Fifth, to the Secured Parties in an amount equal to all other Obligations (which amount shall not include any amounts payable pursuant to clauses First through Fourth, above) due and payable as of the date of such distribution; provided, that prior to any such distribution, the Administrative Agent shall have received certificates signed by each of the Secured Parties, setting forth the amount due and payable to such Secured Party as of the date of such distribution; and in case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the Lenderseach Secured Party, ratably, in proportion to its percentage of the sum of the aggregate amounts amount of all such other Obligations; ThirdSixth, if the OPNY Obligations have not been paid in full in cash, to the Lenders, ratably, in an amount equal to all Loans plus LC Obligations; provided, however, that in the case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage extent of any surplus after application of the sum proceeds of the aggregate amounts of all such Obligations; FourthCollateral contemplated by clauses First through Fifth above, to the Lenders, ratably, OPNY Administrative Agent for distribution in an amount equal to all amounts owing to accordance with the Lenders under all Obligations with respect to Hedging Contracts between any Restricted Person OPNY Deposit Account Agreement; and any Lender or an Affiliate; provided, however, that in case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; FifthSeventh, to the Lenders in an amount equal to all other Obligations; provided, however, that in the case such proceeds shall be insufficient to pay in full such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; and Sixth, Borrower to the extent of any surplus, to after application of the Restricted Persons as their respective interests may appear, except as may be provided otherwise proceeds of the Collateral contemplated by lawclauses First through Sixth above; it being understood that the Restricted Persons Borrower shall remain liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate of the sums referred to in clauses First through Fifth aboveof this Section 11.3.

Application of Proceeds After Acceleration. If any Event of Default shall have occurred and be continuing, and if the Administrative Agent (at the direction of the Required Lenders) shall have declared all Loans and all other Obligations have become under the Credit Agreement to be due and payablepayable thereunder, then, at the direction of the Required Lenders, all cash collateral Collateral held by the Administrative Agent under this Agreement (including, but not limited to, the Accounts, subject, however, to the terms of Section 5.11 above)) and the proceeds of any sale, disposition, disposition or other realization by the Administrative Agent or by any Secured Party upon the Collateral (or any portion thereof) pursuant to the Security Documents, Documents shall be distributed in whole or in part by the Administrative Agent in the following order of priority, unless otherwise directed by all of the Lenders: First, to the Administrative Agent, Agent for the account of the Administrative Agent in an amount equal to all reimbursements to the Administrative Agent Claims due and payable as of the date of such distribution; Second, to the LendersSecured Parties (other than the Administrative Agent), ratably, in an amount equal to all accrued costs and unpaid interest expenses incurred by such Secured Parties in accordance with Section 9.04(iii) of the Credit Agreement; provided, that prior to any such distribution, the Administrative Agent shall have received a certificate signed by each such Secured Party, setting forth the amount due and fees owing payable to such Secured Party as of the date of such distribution; Third, to the Lenders under this Agreement in an amount equal to all Fees and all interest on the Advances due and payable as of the date of such distribution; provided, howeverthat prior to any such distribution, the Administrative Agent shall have received certificates signed by each of the Lenders, setting forth the amount due and payable to such Lender as of the date of such distribution; in case such proceeds shall be insufficient to pay in full all such Fees and interest, then to the payment thereof to each Lender, ratably, in proportion to its percentage of the sum of the aggregate amount of all such Fees and interest; Fourth, to the Swap Banks in an amount equal to all Swap Claims (other than principal payments) due and payable as of the date of such distribution; provided, that prior to any such distribution, the Administrative Agent shall have received certificates signed by each of the Swap Banks, setting forth the amount due and payable to such Swap Bank, as of the date of such distribution; and in case such proceeds shall be insufficient to pay in full all such Swap Claims, then to the payment thereof to each Swap Bank, ratably, in proportion to its percentage of the sum of the aggregate amount of all such Swap Claims; Fifth, ratably, to the Lenders in an amount equal to all principal on the Advances due and payable as of the date of such distribution and to the Swap Banks in an amount equal to all principal due and payable under all Interest Hedge Contracts as of the date of such distribution; provided, that prior to any such distribution, the Administrative Agent shall have received certificates signed by each of the Lenders, setting forth the amount due and payable to such Lender, as of the date of such distribution; and in case such proceeds shall be insufficient to pay in full all such principal, then to the payment thereof to each Lender, ratably, in proportion to its percentage of the sum of the aggregate amount of all such principal; Sixth, to the Secured Parties in an amount equal to all other Obligations (which amount shall not include any amounts payable pursuant to clauses First through Fifth, above) due and payable as of the date of such distribution; provided, that prior to any such distribution, the Administrative Agent shall have received certificates signed by each of the Secured Parties, setting forth the amount due and payable to such Secured Party as of the date of such distribution; and in case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the Lenderseach Secured Party, ratably, in proportion to its percentage of the sum of the aggregate amounts amount of all such other Obligations; ThirdSeventh, if the OPMW obligations have not been paid in full in cash, to the Lenders, ratably, in an amount equal to all Loans plus LC Obligations; provided, however, that in the case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage extent of any surplus after application of the sum proceeds of the aggregate amounts of all such Obligations; FourthCollateral contemplated by clauses First through Sixth above, to the Lenders, ratably, OPMW Administrative Agent for distribution in an amount equal to all amounts owing to accordance wit the Lenders under all Obligations with respect to Hedging Contracts between any Restricted Person and any Lender or an AffiliateOPMW Deposit Account Agreement; provided, however, that in case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; FifthEighth, to the Lenders in an amount equal to all other Obligations; provided, however, that in the case such proceeds shall be insufficient to pay in full such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; and Sixth, Borrower to the extent of any surplus, to after application of the Restricted Persons as their respective interests may appear, except as may be provided otherwise proceeds of the Collateral contemplated by lawclauses First through Seventh above; it being understood that the Restricted Persons Borrower shall remain liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate of the sums referred to in clauses First through Fifth aboveSixth of this Section 11.3.

Application of Proceeds After Acceleration. If any Event of ------------------------------------------ Default shall have occurred and be continuing, and if the Obligations have become due and payable, all cash collateral held by Administrative Agent under this Agreement and the proceeds of any sale, disposition, or other realization by Administrative Agent upon the Collateral (or any portion thereof) pursuant to the Security Documents, shall be distributed in whole or in part by Administrative Agent in the following order of priority, unless otherwise directed by all of the Lenders: First, to the Administrative Agent, in an amount equal to all ----- reimbursements to Administrative Agent due and payable as of the date of such distribution; Second, to the Lenders, ratably, in an amount equal to all accrued and ------ unpaid interest and fees owing to the Lenders under this Agreement due and payable as of the date of such distribution; provided, however, that in case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; Third, to the Lenders, ratably, in an amount equal to all Loans plus LC ----- Obligations; provided, however, that in the case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; Fourth, to the Lenders, ratably, in an amount equal to all amounts owing to ------ the Lenders under all Obligations with respect to Hedging Contracts between any Restricted Person and any Lender or an Affiliate; provided, however, that in case such proceeds shall be insufficient to pay in full all such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; Fifth, to the Lenders in an amount equal to all other Obligations; ----- provided, however, that in the case such proceeds shall be insufficient to pay in full such Obligations, then to the payment thereof to the Lenders, ratably, in proportion to its percentage of the sum of the aggregate amounts of all such Obligations; and Sixth, to the extent of any surplus, to the Restricted Persons as their ----- respective interests may appear, except as may be provided otherwise by law; it being understood that the Restricted Persons shall remain liable to the extent of any deficiency between the amount of proceeds of the Collateral and the aggregate sums referred to in clauses First through Fifth above.