Common use of Application of Proceeds upon an Event of Default Clause in Contracts

Application of Proceeds upon an Event of Default. (a) All proceeds of Collateral (other than proceeds of German Collateral) received by the Agent pursuant to the exercise of remedies under the Credit Documents or otherwise realized upon the occurrence and during the continuation of an Event of Default shall, when received by the Agent in cash or its equivalent, be applied as follows: first, to all reasonable costs and expenses of the Agent (including, without limitation, reasonable attorneys’ fees and expenses) incurred in connection with the implementation and/or enforcement of the Security Documents and other Credit Documents; second, to all costs and expenses of the Existing Lenders of Original Term Loans and Revolving Loans (including, without limitation, reasonable attorneys’ fees and expenses) incurred in connection with the implementation and/or enforcement of the Security Documents and other Credit Documents; third, to the Original Term Loans, to be applied to the remaining principal installments thereof in inverse order of maturity; fourth, to the Revolving Loans (and after all Revolving Loans have been repaid) to a cash collateral account in an amount equal to existing Letter of Credit Obligations; fifth, to all costs and expenses of the Term B Lenders (including, without limitation, reasonable attorneys’ fees and expenses) incurred in connection with the implementation and/or enforcement of the Security Documents and other Credit Documents; sixth, to the Term B Loans; seventh, to the payment of any other Obligations (other than Obligations incurred pursuant to Foreign Currency Exchange Agreements) secured by such Collateral; eighth, to the payment of any Obligations incurred pursuant to Foreign Currency Exchange Agreements secured by such Collateral; and ninth, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. CBI and the Guarantors shall remain liable to the Agent and the Lenders for any deficiency. Any and all amounts applied pursuant to the third and fourth clauses of this Section 13.12(a) shall result in a reduction of both the CBI Maximum Credit Line and the Maximum Credit Line by such amount. (b) All proceeds of German Collateral received by the Agent pursuant to the exercise of remedies under the Credit Documents or otherwise realized upon the occurrence and during the continuation of an Event of Default shall, when received by the Agent in cash or its equivalent, be applied as follows: first, to all reasonable costs and expenses of the Agent (including, without limitation, reasonable attorneys’ fees and expenses) incurred in connection with the implementation and/or enforcement of the Security Documents and other Credit Documents; second, to all costs and expenses of the Term B Lenders (including, without limitation, reasonable attorneys’ fees and expenses) incurred in connection with the implementation and/or enforcement of the Security Documents and other Credit Documents; third, to the Term B Loans; fourth, to the payment of any other Obligations of Atcon; fifth, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. Atcon and the Guarantors shall remain liable to the Agent and the Lenders for any deficiency. Notwithstanding anything to the contrary in this Credit Agreement or any other Credit Document, all proceeds of Collateral received by the Agent pursuant to the exercise of remedies under the Credit Documents shall be applied in accordance with this Section 13.12.

Application of Proceeds upon an Event of Default. (a) All proceeds of Collateral (other than proceeds of German Collateral) received by the Agent pursuant to the exercise of remedies under the Credit Documents or otherwise realized upon the occurrence and during the continuation of an Event of Default shall, when received by the Agent in cash or its equivalent, be applied as follows: first, to all reasonable costs and expenses of the Agent (including, without limitation, reasonable attorneys’ ' fees and expenses) incurred in connection with the implementation and/or enforcement of the Security Documents and other Credit Documents; second, to all costs and expenses of the Existing Lenders of Original Term Loans and Revolving Loans (including, without limitation, reasonable attorneys’ ' fees and expenses) incurred in connection with the implementation and/or enforcement of the Security Documents and other Credit Documents; third, to the Original Term Loans, to be applied to the remaining principal installments thereof in inverse order of maturity; fourth, to the Revolving Loans (and after all Revolving Loans have been repaid) to a cash collateral account in an amount equal to existing Letter of Credit Obligations; fifth, to all costs and expenses of the Term B Lenders (including, without limitation, reasonable attorneys’ ' fees and expenses) incurred in connection with the implementation and/or enforcement of the Security Documents and other Credit Documents; sixth, to the Term B Loans; seventh, to the payment of any other Obligations (other than Obligations incurred pursuant to Foreign Currency Exchange Agreements) secured by such Collateral; eighth, to the payment of any Obligations incurred pursuant to Foreign Currency Exchange Agreements secured by such Collateral; and ninth, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. CBI and the Guarantors shall remain liable to the Agent and the Lenders for any deficiency. Any and all amounts applied pursuant to the third and fourth clauses of this Section 13.12(a) shall result in a reduction of both the CBI Maximum Credit Line and the Maximum Credit Line by such amount.. 115 (b) All proceeds of German Collateral received by the Agent pursuant to the exercise of remedies under the Credit Documents or otherwise realized upon the occurrence and during the continuation of an Event of Default shall, when received by the Agent in cash or its equivalent, be applied as follows: first, to all reasonable costs and expenses of the Agent (including, without limitation, reasonable attorneys’ ' fees and expenses) incurred in connection with the implementation and/or enforcement of the Security Documents and other Credit Documents; second, to all costs and expenses of the Term B Lenders (including, without limitation, reasonable attorneys’ ' fees and expenses) incurred in connection with the implementation and/or enforcement of the Security Documents and other Credit Documents; third, to the Term B Loans; fourth, to the payment of any other Obligations of Atcon; fifth, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. Atcon and the Guarantors shall remain liable to the Agent and the Lenders for any deficiency. Notwithstanding anything to the contrary in this Credit Agreement or any other Credit Document, all proceeds of Collateral received by the Agent pursuant to the exercise of remedies under the Credit Documents shall be applied in accordance with this Section 13.12.

Application of Proceeds upon an Event of Default. (a) All proceeds of Collateral (other than proceeds of German Collateral) received by the Agent pursuant to the exercise of remedies under the Credit Documents or otherwise realized upon the occurrence and during the continuation of an Event of Default shall, when received by the Agent in cash or its equivalent, be applied as follows: first, to all reasonable costs and expenses of the Agent (including, without limitation, reasonable attorneys’ ' fees and expenses) incurred in connection with the implementation and/or enforcement of the Security Documents and other Credit Documents; second, to all costs and expenses of the Existing Lenders of Original Term Loans and Revolving Loans (including, without limitation, reasonable attorneys’ ' fees and expenses) incurred in connection with the implementation and/or enforcement of the Security Documents and other Credit Documents; third, to the Original Term Loans, to be applied to the remaining principal installments thereof in inverse order of maturity; fourth, to the Revolving Loans (and after all Revolving Loans have been repaid) to a cash collateral account in an amount equal to existing Letter of Credit Obligations; fifth, to all costs and expenses of the Term B Lenders (including, without limitation, reasonable attorneys’ ' fees and expenses) incurred in connection with the implementation and/or enforcement of the Security Documents and other Credit Documents; sixth, to the Term B Loans; seventh, to the payment of any other Obligations (other than Obligations incurred pursuant to Foreign Currency Exchange Agreements) secured by such Collateral; eighth, to the payment of any Obligations incurred pursuant to Foreign Currency Exchange Agreements secured by such Collateral; and ninth, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. CBI and the Guarantors shall remain liable to the Agent and the Lenders for any deficiency. Any and all amounts applied pursuant to the third and fourth clauses of this Section 13.12(a) shall result in a reduction of both the CBI Maximum Credit Line and the Maximum Credit Line by such amount. (b) All proceeds of German Collateral received by the Agent pursuant to the exercise of remedies under the Credit Documents or otherwise realized upon the occurrence and during the continuation of an Event of Default shall, when received by the Agent in cash or its equivalent, be applied as follows: first, to all reasonable costs and expenses of the Agent (including, without limitation, reasonable attorneys’ ' fees and expenses) incurred in connection with the implementation and/or enforcement of the Security Documents and other Credit Documents; second, to all costs and expenses of the Term B Lenders (including, without limitation, reasonable attorneys’ ' fees and expenses) incurred in connection with the implementation and/or enforcement of the Security Documents and other Credit Documents; third, to the Term B Loans; fourth, to the payment of any other Obligations of Atcon; fifth, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. Atcon and the Guarantors shall remain liable to the Agent and the Lenders for any deficiency. Notwithstanding anything to the contrary in this Credit Agreement or any other Credit Document, all proceeds of Collateral received by the Agent pursuant to the exercise of remedies under the Credit Documents shall be applied in accordance with this Section 13.12.