Common use of Application of Proceeds of Collateral and Guaranty Clause in Contracts

Application of Proceeds of Collateral and Guaranty. Subject to the terms of any intercreditor agreement entered into by the Administrative Agent in accordance with Section 11.9(e) and subject to Section 17.4, all amounts received under any Guaranty and all proceeds received by the Administrative Agent from the sale or other liquidation of the Collateral when a Default exists shall first be applied as payment of the accrued and unpaid fees of the Administrative Agent hereunder and then to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses in accordance with Section 10.6) owing to the Administrative Agent in its capacity as Administrative Agent only, and then any remaining amount of such proceeds shall be distributed as follows: In the case of amounts and proceeds received in respect of the Foreign Loan Parties: (i) first, to an account at the Administrative Agent over which the Administrative Agent shall have control in an amount equal to 103% of the Facility Letter of Credit Obligations then outstanding; (ii) second, to the Secured Parties, pro rata in accordance with the respective unpaid amounts of Foreign Obligations then owing, until all the Foreign Obligations then owing have been paid and satisfied in full or cash collateralized; (iii) third, to the Person entitled thereto as directed by the Company or as otherwise determined by applicable law or applicable court order. In the case of amounts and proceeds received in respect of the Domestic Loan Parties: (i) first, to an account at the Administrative Agent over which the Administrative Agent shall have control in an amount equal to 103% of the Facility Letter of Credit Obligations then outstanding; (ii) second, to the Secured Parties, pro rata in accordance with the respective unpaid amounts of Obligations then owing, until all the Obligations then owing have been paid and satisfied in full or cash collateralized; (iii) third, to the Person entitled thereto as directed by the Company or as otherwise determined by applicable law or applicable court order.

Application of Proceeds of Collateral and Guaranty. Subject to the terms of any intercreditor agreement entered into by the Administrative Agent in accordance with Section 11.9(e) and subject to Section 17.49.10(e), all amounts received under any the Guaranty Agreement and all proceeds received by the Administrative Agent from the sale or other liquidation of the Collateral when a an Event of Default exists shall first be applied as payment of the accrued and unpaid fees of the Administrative Agent hereunder and then to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses in accordance with Section 10.610.03) owing to the Administrative Agent in its capacity as Administrative Agent only, and then any remaining amount of such proceeds shall be distributed as follows: In the case of amounts and proceeds received in respect of the Foreign Loan Partiesdistributed: (i) first, to an account at the Administrative Agent over which the Administrative Agent shall have control in an amount equal to 103102% of the Facility Letter of Credit Obligations LC Exposure then outstanding; (ii) second, to the Secured Parties, pro rata in accordance with the respective unpaid amounts of Foreign Loan Obligations, Pari Passu Notes Obligations then owingand Swap Obligations, until all the Foreign Loan Obligations, Pari Passu Notes Obligations then owing and Swap Obligations have been paid and satisfied in full or cash collateralized; (iii) third, to the Person entitled thereto as directed by Secured Parties, pro rata in accordance with the Company or as otherwise determined by applicable law or applicable court order. In the case of respective unpaid amounts and proceeds received in respect of the Domestic Loan Parties: (i) firstDeposit Obligations, to an account at the Administrative Agent over which the Administrative Agent shall until all Deposit Obligations have control been paid and satisfied in an amount equal to 103% of the Facility Letter of Credit Obligations then outstandingfull or cash collateralized; (iiiv) secondfourth, to the Secured Parties, pro rata in accordance with the respective unpaid amounts of the remaining Obligations then owing, until all the Obligations then owing have been paid and satisfied in full or cash collateralized;Pari Passu Notes Obligations; and (iiiv) thirdfifth, to the Person entitled thereto as directed by the Company Parent Borrower or as otherwise determined by applicable law or applicable court order. For the avoidance of doubt, on and after the Foreign Collateral Reallocation, the guarantees provided by the Foreign Subsidiary Loan Parties and the Collateral granted by the Foreign Subsidiary Loan Parties will only guarantee or secure, as applicable, the Foreign Obligations and the proceeds of such guarantee or Collateral shall be applied as set forth above, but only to the extent the amounts above constitute Foreign Obligations.

Application of Proceeds of Collateral and Guaranty. Subject to the terms of any intercreditor agreement entered into by the Administrative Agent in accordance with Section 11.9(e) and subject to Section 17.4, all All amounts received under any Guaranty and all proceeds received by the Administrative Agent and/or Collateral Agent from the sale or other liquidation of the Collateral when a an Event of Default exists shall first be applied as payment of the accrued and unpaid fees of the Administrative Agent and/or Collateral Agent hereunder and then to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses in accordance with Section 10.6) and any Protective Advances funded by any Agent with respect to the Collateral under or pursuant to the terms of this Agreement owing to (a) the Administrative Agent in its capacity as Administrative Agent onlyand (b) the Collateral Agent in its capacity as Collateral Agent, and then any remaining amount of such proceeds shall be distributed as follows: In the case of amounts and proceeds received in respect of the Foreign Loan Parties: (i) first, to an account at the Administrative Agent over which Swing Loan Lender for the Administrative Agent shall have control in an amount equal to 103% payment of all of the Facility Letter Obligations consisting of Credit Obligations then outstandingaccrued interest and the outstanding principal amount of Swing Loans; (ii) second, to the Secured PartiesParties (other than Defaulting Lenders), pro rata in accordance with the respective unpaid amounts of Foreign Obligations (other than interest in respect of Swing Loans paid pursuant to clause (i) above) then owingowing to such Secured Parties, including Cash Management Obligations and Hedge Obligations (to the extent reserves for such Cash Management Obligations and Hedge Obligations have been established by the Administrative Agent) and the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 2.32.2, until all the Foreign Obligations then owing to such Secured Parties have been paid and satisfied in full or cash collateralizedin cash; (iii) third, to the Person entitled thereto as directed by Secured Parties (other than Defaulting Lenders), pro rata in accordance with the Company respective unpaid amounts of all other Obligations arising under this Agreement, under the other Loan Documents or as otherwise determined by applicable law or applicable court order. In the case of amounts which shall have become due and proceeds received in respect of the Domestic Loan Parties: payable and not repaid pursuant to clauses (i) first, to an account at the Administrative Agent over which the Administrative Agent shall have control in an amount equal to 103% of the Facility Letter of Credit Obligations then outstandingand (ii) above; (iiiv) secondfourth, to the Secured PartiesDefaulting Lenders, pro rata in accordance with the respective unpaid amounts of Obligations then owing, until all the Obligations then owing have been paid and satisfied in full or cash collateralizedin cash; (iiiv) thirdfifth, to the Person entitled thereto as directed by the Company or as otherwise determined by applicable law or applicable court order. Notwithstanding anything to the contrary in this Section 2.10(b), (a) no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 2.10(b); and (b) to the extent that any amounts available for distribution pursuant to clause (ii) above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent as cash collateral for the Letters of Credit pursuant to Section 2.32.2 and applied (I) first, to reimburse Issuer from time to time for any drawings under such Letters of Credit and (II) then, following the expiration of all Letters of Credit, to all other Obligations of the types described in clauses (ii) and (iii) of above in the manner provided in this Section 2.10(b).

Application of Proceeds of Collateral and Guaranty. Subject to the terms of any intercreditor agreement entered into by the Administrative Agent in accordance with Section 11.9(e) and subject to Section 17.4, all All amounts received under any the Guaranty Agreement and all proceeds received by the Administrative Agent from the sale or other liquidation of the Collateral when a an Event of Default exists shall first be applied as payment of the accrued and unpaid fees of the Administrative Agent hereunder and then to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ ' fees and expenses in accordance with Section 10.6expenses) owing to the Administrative Agent in its capacity as Administrative Agent only, only and then any remaining amount of such proceeds shall be distributed as follows: In the case of amounts and proceeds received in respect of the Foreign Loan Partiesdistributed: (i) first, to an account at the Administrative Agent over which the Administrative Agent shall have control in an amount equal to 103102% of the Facility Letter of Credit Obligations LC Exposure then outstanding; (ii) second, to the Secured Parties, pro rata in accordance with the respective unpaid amounts of Foreign Loan Obligations then owingand Swap Obligations, until all the Foreign Loan Obligations then owing and Swap Obligations have been paid and satisfied in full or cash collateralized; (iii) third, to the Person entitled thereto as directed by Secured Parties, pro rata in accordance with the Company or as otherwise determined by applicable law or applicable court order. In the case of respective unpaid amounts and proceeds received in respect of the Domestic Loan Parties:Deposit Obligations, until all Deposit Obligations have been paid and satisfied in full or cash collateralized; and (iiv) first, to an account at the Administrative Agent over which the Administrative Agent shall have control in an amount equal to 103% of the Facility Letter of Credit Obligations then outstanding; (ii) secondfourth, to the Secured Parties, pro rata in accordance with the respective unpaid amounts of Obligations then owing, until the remaining Obligations. After all the Obligations then owing have been paid and satisfied Fully Satisfied in full or cash collateralized; (iii) thirdaccordance with Section 9.10, any proceeds of Collateral shall be delivered to the Person entitled thereto as directed by the Company Borrower or as otherwise determined by applicable law or applicable court order.

Application of Proceeds of Collateral and Guaranty. Subject to the terms of any intercreditor agreement entered into by the Administrative Agent in accordance with Section 11.9(e) and subject to Section 17.49.10(e), all amounts received under any the Guaranty Agreement and all proceeds received by the Administrative Agent from the sale or other liquidation of the Collateral when a an Event of Default exists shall first be applied as payment of the accrued and unpaid fees of the Administrative Agent hereunder and then to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses in accordance with Section 10.610.03) owing to the Administrative Agent in its capacity as Administrative Agent only, only and then any remaining amount of such proceeds shall be distributed as follows: In the case of amounts and proceeds received in respect of the Foreign Loan Partiesdistributed: (i) first, to an account at the Administrative Agent over which the Administrative Agent shall have control in an amount equal to 103102% of the Facility Letter of Credit Obligations LC Exposure then outstanding; (ii) second, to the Secured Parties, pro rata in accordance with the respective unpaid amounts of Foreign Loan Obligations, Pari Passu Notes Obligations then owingand Swap Obligations, until all the Foreign Loan Obligations, Pari Passu Notes Obligations then owing and Swap Obligations have been paid and satisfied in full or cash collateralized; (iii) third, to the Person entitled thereto as directed by Secured Parties, pro rata in accordance with the Company or as otherwise determined by applicable law or applicable court order. In the case of respective unpaid amounts and proceeds received in respect of the Domestic Loan Parties: (i) firstDeposit Obligations, to an account at the Administrative Agent over which the Administrative Agent shall until all Deposit Obligations have control been paid and satisfied in an amount equal to 103% of the Facility Letter of Credit Obligations then outstandingfull or cash collateralized; (iiiv) secondfourth, to the Secured Parties, pro rata in accordance with the respective unpaid amounts of the remaining Obligations then owing, until all the Obligations then owing have been paid and satisfied in full or cash collateralized;Pari Passu Notes Obligations; and (iiiv) thirdfifth, to the Person entitled thereto as directed by the Company Parent Borrower or as otherwise determined by applicable law or applicable court order. For the avoidance of doubt, on and after the Canadian Collateral Reallocation the guarantees provided by the Canadian Loan Parties and the Collateral granted by the Canadian Loan Parties will only guarantee or secure, as applicable, the Canadian Obligations and the proceeds of such guarantee or Collateral shall be applied as set forth above, but only to the extent the amounts above constitute Canadian Obligations.