Common use of Application of Proceeds after Event of Default Clause in Contracts

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. Upon the occurrence and during the continuance of an Event of Default, if requested subject to any commitments made by Requisite Lenders the Administrative Agent under any intercreditor agreement or other agreement entered into by the Administrative Agent and one or more third Persons (a) all payments received on to include fees and expenses of the Mandated Lead Arranger and Program Manager included in the Cash Reserve Amount and due and payable), the balances in the Clearing Account, the Collection Accounts, or in any other account of a Borrower which constitutes Collateral, all other income on the ObligationsCollateral, whether from Company, and all proceeds 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 pursuant hereto or proceeds from the sale of any Collateral Document may, in assets 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 againsthas a security interest in pursuant to any of the Transaction Documents may (or, if directed by the applicable Obligations and Secured Swap ObligationsRequired Lenders, in each case in the following order of priority: (ishall) to the be applied first toward 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 reasonable documented out-of-pocket costs and expenses paid or incurred by Agents the Administrative Agent in connection with the Loan Documentssuch sale, including all in accordance with subsections 11.4, 12.2 and 12.3 court costs and the other terms reasonable fees and expenses of this Agreement counsel for the Administrative Agent in connection therewith, and the Loan Documents; (ii) thereafter, to the payment of all other Obligations (including reasonable documented out-of-pocket costs and expenses paid or incurred by the cash collateralization of outstanding Letters of Credit) Administrative Agent in enforcing this Credit Agreement and the obligations under Secured Swap Obligations for the ratable benefit of the holders thereof (subjectother Fundamental Documents, in realizing on or protecting any Collateral and in enforcing or collecting any Obligations or any Guaranty thereof, including court costs and the case of amounts to be applied to reasonable documented attorney’s fees and reasonable documented out-of-pocket expenses incurred by the ObligationsAdministrative Agent, to the provisions of subsection 2.4B(ii) hereof); and (iii) thereafter, and second to the payment in full of the Obligations in accordance with Section 9.2 hereof. Any amounts remaining after such payment in full shall be remitted to or upon the order of such Loan Party or to whosoever may be lawfully entitled to receive the same appropriate 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 Administrative 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 Administrative 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 Administrative Agent in connection therewith, and all amounts for which Agents are Administrative Agent is 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 Administrative Agent 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(ii2.4C(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. Upon Subject to the provisions of the Senior Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, or if requested directed by Requisite the Required Lenders shall, apply (asubject to Section 2.9(f)) all payments received on the balances in each Collection Account, the JPMorgan Clearing Account, each Cash Collateral Account and in any other account of any Credit Party with a Lender, all other income on the Obligations, whether from Company, Collateral and all proceeds 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 maypursuant hereto, 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 first toward 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 out-of-pocket costs and expenses paid or incurred by Agents the Administrative Agent in connection with the Loan Documents, all in accordance with subsections 11.4, 12.2 and 12.3 enforcing this Credit Agreement and the other terms of this Agreement 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 attorney’s fees and out-of-pocket expenses incurred by the Loan Documents; (ii) thereafterAdministrative Agent, and second to the payment in full of all other Obligations (including in accordance with Section 12.2; provided, however, that, if confirmed by the cash collateralization of outstanding Letters of Credit) Administrative Agent, the Borrower shall be permitted to withdraw from the Collection Account any amounts received in error by any Credit Party from any third party and paid into the obligations under Secured Swap Obligations Collection Account for the ratable benefit purpose of the holders thereof (subject, in the case of directing such amounts to be applied such third party; provided further, 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 Obligations, Distributors of such Item of Product. Any amounts remaining after such payment in full shall be remitted to the provisions of subsection 2.4B(ii) hereof); and (iii) thereafter, to the payment to or upon the order of such Loan appropriate Credit Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct.

Application of Proceeds after Event of Default. Upon Notwithstanding any other ‎provisions of this Agreement to the contrary, after the occurrence and during the continuance of ‎of an Event of Default, if requested all amounts collected or received by Requisite Lenders (a) all payments received Lender on account of the Obligations, whether from Company, from ‎Obligations or any Subsidiary Guarantor other amounts outstanding under any of the Other Documents 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 ‎of the Collateral under any Collateral Document may, in the discretion of Administrative Agentat Lxxxxx's discretion, be held by Collateral Agent paid over or delivered 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) thereafterfollows:‎ FIRST, to the payment of all other Obligations reasonable out-of-pocket costs and expenses (including the cash collateralization ‎reasonable attorneys' fees) of outstanding Letters of Credit) Lender in connection with enforcing its rights and the obligations rights of ‎Lender under Secured Swap Obligations for this Agreement and the ratable benefit of the holders thereof (subject, in the case of amounts to be applied Other Documents and any protective advances made ‎by Lender with respect to the ObligationsCollateral under or pursuant to the terms of this Agreement;‎ SECOND, to the provisions payment of subsection 2.4B(ii) hereof); and (iii) thereafterany fees owed to 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;‎ FOURTH, to the payment of interest and fees due with respect to the Obligations;‎ FIFTH, to the payment of the outstanding principal amount of the Obligations;‎ SIXTH, to all other Obligations and other obligations which shall have become due and ‎payable under the Other Documents or upon otherwise and not repaid pursuant to clauses "FIRST' ‎through "FIFTH" above; and ‎ SEVENTH, to the order payment of such Loan Party or the surplus, if any, to whosoever the Borrower and/or whoever may be ‎be lawfully entitled to receive such surplus.‎ In carrying out the same or as a court of competent jurisdiction may direct.foregoing, amounts received shall be applied in the numerical order ‎provided until exhausted prior to application to the next succeeding category; and (ii) Lender ‎shall receive amounts available to be applied pursuant to clauses "FOURTH" and "FIFTH" ‎above.‎