Application of Proceeds after Event of Default. After the occurrence of an Event of Default, all Collateral in the form of cash, all income on the Collateral and all proceeds from any sale or other disposition of the Collateral pursuant hereto shall be applied against the Obligations in such order as the Bank shall in its sole discretion determine. Any amounts remaining after such applications shall be remitted to the Borrower or as a court of competent jurisdiction may otherwise direct.
Application of Proceeds after Event of Default. Upon the occurrence and during the continuance of an Event of Default, if requested by Requisite Lenders (a) all payments received on account of the Obligations, whether from Company, from any Subsidiary Guarantor or otherwise, shall be applied by Administrative Agent against the Obligations and (b) all proceeds received by Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral under any Collateral Document may, in the discretion of Administrative Agent, be held by Collateral Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by Administrative Agent against, the applicable Obligations and Secured Swap Obligations, in each case in the following order of priority:
(i) to the payment of all costs and expenses of such sale, collection or other realization, all other expenses, liabilities and advances made or incurred by Agents in connection therewith, and all amounts for which Agents are entitled to compensation (including the fees described in subsection 2.3), reimbursement and indemnification under any Loan Document and all advances made by Administrative Agent thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by Agents in connection with the Loan Documents, all in accordance with subsections 11.4, 12.2 and 12.3 and the other terms of this Agreement and the Loan Documents;
(ii) thereafter, to the payment of all other Obligations (including the cash collateralization of outstanding Letters of Credit) and the obligations under Secured Swap Obligations for the ratable benefit of the holders thereof (subject, in the case of amounts to be applied to the Obligations, to the provisions of subsection 2.4B(ii) hereof); and
(iii) thereafter, to the payment to or upon the order of such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.
Application of Proceeds after Event of Default. Subject to the provisions of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, the balances in the Clearing Account, the Collection Account(s), the Cash Collateral Account(s) or in any other account of any Credit Party with a Lender, all other income on the Collateral, and all proceeds from any sale of the Collateral pursuant hereto shall be applied first toward payment of the reasonable out-of-pocket costs and expenses paid or incurred by the Administrative Agent in enforcing this Credit Agreement, in realizing on or protecting any Collateral and in enforcing or collecting any Obligations or any Guaranty thereof, including, without limitation, court costs and the reasonable attorney’s fees and expenses incurred by the Administrative Agent, and then to the payment in full of the Obligations in accordance with Section 12.2 hereof; provided, however, that, the Administrative Agent may in its discretion apply funds comprising the Collateral to pay the cost (i) of completing any Item of Product owned in whole or in part by any Credit Party in any stage of production, and (ii) of making delivery to the distributors of such Item of Product. Any amounts remaining after such payment in full shall be remitted to the appropriate Credit Party or as a court of competent jurisdiction may otherwise direct.
Application of Proceeds after Event of Default. After the occurrence ---------------------------------------------- of an Event of Default, all Collateral and/or New Collateral in the form of cash, all income on the Collateral and/or the New Collateral and all proceeds from any sale or other disposition of the Collateral and/or the New Collateral pursuant hereto shall be applied (in such order as the Bank shall in its sole discretion determine) as follows:
9.6.1 To the payment of all Costs and to all other costs or expenses incurred in connection with any sale of the Collateral and/or the New Collateral, including, but not limited to, all court costs and the fees and expenses of counsel for the Bank in connection therewith, to the extent that such advances, costs, or expenses shall not have been paid previously to the Bank;
9.6.2 To the payment of Interest;
9.6.3 To the repayment of Principal;
9.6.4 To the repayment of all other sums, liabilities and obligations then owing by the Borrower to the Bank under any other agreements or instruments. Any amounts remaining after such applications shall be remitted to the Borrower or as a court of competent jurisdiction may otherwise direct.
Application of Proceeds after Event of Default. Upon the occurrence and during the continuance of an Event of Default, the balances in the JPMorgan Clearing Account, the Collection Account(s), the Cash Collateral Account(s) and in any other account of any Credit Party, all other income on the Collateral, and all other proceeds of the Collateral pursuant hereto (subject, in each case, to the terms of any applicable Interparty Agreement, Co-Financing Venture Interparty Agreement, Co-Financing Intercreditor Agreement or the LG Intercreditor Agreement) shall be applied first toward payment of all reasonable out-of-pocket costs and expenses paid or incurred by the Administrative Agent in enforcing this Credit Agreement and the other Fundamental Documents, in realizing on or protecting any Collateral and in enforcing or collecting any Obligations or any Guaranty thereof, including, without limitation, court costs and reasonable attorney’s fees and reasonable out‑of‑pocket expenses incurred by the Administrative Agent, and second to the satisfaction of the Obligations in accordance with Section 12.2; provided, however, that, the Administrative Agent may in its discretion apply funds comprising the Collateral to pay the cost (i) of completing any Picture owned in whole or in part by any Credit Party in any stage of production, and (ii) of making delivery to the Distributors of such Picture. Any amounts remaining after such payment in full shall be remitted to the appropriate Credit Party or as a court of competent jurisdiction may otherwise direct.
Application of Proceeds after Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Lender on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Lxxxxx’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lender in connection with enforcing its rights and the rights of Lender under this Agreement and the Other Documents and any protective advances made by the Lender with respect to the Collateral under or pursuant to the terms of this Agreement; SECOND, to payment of any fees owed to the Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of Lender to the extent owing to Lender pursuant to the terms of this Agreement;
Application of Proceeds after Event of Default. Upon the occurrence and during the continuance of an Event of Default, the balances in the Clearing Account, the Collection Account(s), the Cash Collateral Account(s) or in any other account of any Credit Party with a Lender, all other income on the Collateral, and all proceeds from any sale of the Collateral pursuant hereto shall be applied first toward payment of the reasonable out-of- pocket costs and expenses paid or incurred by the Administrative Agent in enforcing this Credit Agreement, in realizing on or protecting any Collateral and in enforcing or collecting any Obligations or any Guaranty thereof, including, without limitation, court costs and the reasonable attorney’s fees and expenses incurred by the Administrative Agent, and then to the payment in full of the Obligations in accordance with Section 12.2 hereof; provided, however, that, the Administrative Agent may in its discretion apply funds comprising the Collateral to pay the cost (i) of completing any Item of Product owned in whole or in part by any Credit Party in any stage of production, and (ii) of making delivery to the distributors of such Item of Product. Any amounts remaining after such payment in full shall be remitted to the appropriate Credit Party or as a court of competent jurisdiction may otherwise direct.
Application of Proceeds after Event of Default. Upon the occurrence and during the continuance of an Event of Default (and without further order of the Bankruptcy Court, but subject to any limitations set forth in the Interim Order or the Final Order), the balances in the JPMorgan Clearing Account, the Collection Account(s), the Cash Collateral Account(s) or in any other account of any Credit Party with a Lender, all other income on the Collateral, and all proceeds from any sale of the Collateral pursuant hereto shall be applied first toward payment of the reasonable out-of-pocket costs and expenses paid or incurred by the Administrative Agent in enforcing this Credit Agreement, in realizing on or protecting any Collateral and in enforcing or collecting any Obligations or any Guaranty thereof, including, without limitation, court costs and the reasonable attorney’s fees and expenses incurred by the Administrative Agent, and then to the payment in full of the Obligations in accordance with Section 12.2 hereof; provided, however, that, the Administrative Agent may in its discretion apply funds comprising the Collateral to pay the cost (i) of completing the payment of the Credit Parties’ purchase price for Items of Product as described in Section 12.1(b)(vii), and (ii) of making delivery to the distributors of such Item of Product. Any amounts remaining after such payment in full of the Obligations shall be remitted to the appropriate Credit Party or as a court of competent jurisdiction may otherwise direct.
Application of Proceeds after Event of Default. Upon the occurrence and during the continuance of an Event of Default, but subject to the Intercreditor Agreement, the balances in any account of any Collateral Party with the Lender, all other income on the Collateral, and all proceeds from any sale of the Collateral pursuant hereto shall be applied first toward payment of the reasonable and documented out-of-pocket costs and expenses paid or incurred by the Lender in enforcing this Credit Agreement, in realizing on or protecting any Collateral and in enforcing or collecting any Obligations or any Guaranty thereof, including, without limitation, court costs and the reasonable attorney’s fees, and expenses incurred by the Lender, and then to the payment in full of the Obligations; provided, however, that, the Lender may in its discretion, apply funds comprising the Collateral to pay the cost of performing under any Material Agreement. Any amounts remaining after such payment in full shall be remitted to the appropriate Credit Party or as a court of competent jurisdiction may otherwise direct.
Application of Proceeds after Event of Default. Upon the occurrence and during the continuance of an Event of Default and after the acceleration of any Secured Debt pursuant to the Debt Instruments (so long as such acceleration has not been rescinded), any cash held by the Collateral Agent and Trustee as Collateral and all cash proceeds received by the Collateral Agent and Trustee in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral, shall be distributed by the Collateral Agent and Trustee in the order of priority specified below: FIRST: to the Lender, the Indenture Trustee and the Collateral Agent and Trustee, pro rata to each of them in accordance with the amounts owed, an amount equal to any accrued and unpaid fees owing to the Lender under the Credit Agreement, any Indenture Trustee and Collateral Agent and Trustee fees and all reasonable expenses and charges incurred by or on behalf of the Lender, the Indenture Trustee and the Collateral Agent and Trustee in connection with the ascertainment or protection of their respective rights and the pursuance of their respective remedies under the Debt Instruments or any of the Security Agreements (including the reasonable fees and expenses of counsel) in each case as certified in writing to the Collateral Agent and Trustee by the Lender, the Indenture Trustee or the Collateral Agent and Trustee, as the case may be; SECOND: to the Lender, an amount, as certified in writing to the Collateral Agent and Trustee by the Lender, equal to any amounts owing pursuant to the Credit Agreement with respect to Working Capital Loans, including all accrued and unpaid interest thereon; THIRD: to the Indenture Trustee for the benefit of the holders of the Notes, an amount, as certified in writing to the Collateral Agent and Trustee by the Indenture Trustee, equal to any accrued and unpaid interest in respect of the Notes then outstanding;
