Common use of Application of Withheld Amounts Clause in Contracts

Application of Withheld Amounts. If on any Collateral Proceeds Distribution Date any amounts on deposit to the Collateral Account are distributable to the Administrative Agents, and if either Administrative Agent (who, without limiting the right of the Administrative Agents to otherwise provide such notice, shall act at the direction of the Requisite Lenders) shall have given notice to the Collateral Agent on or prior to such Collateral Proceeds Distribution Date that all or a portion of such proceeds which are otherwise distributable to the Administrative Agents shall be held by the Collateral Agent on behalf of the Administrative Agents for the benefit of the Secured Parties, then the Collateral Agent shall hold such amount in a separate cash collateral account of the Collateral Agent for the benefit of the Administrative Agents and Secured Parties, until such time as either Administrative Agent shall deliver a written request for the delivery thereof from such account to such Administrative Agent. If after the deposit of any proceeds into a separate cash account pursuant to the foregoing sentence, upon notice by such Administrative Agent, the Obligations shall have been repaid in full in cash in accordance with the Loan Documents, then (a) upon the written request of an Authorized Officer of the Parent certifying as to such payment in full in cash in accordance with the Loan Documents, and (b) after delivery of a copy of such request by the Collateral Agent to the Administrative Agents, together with notice that any objection must be made within five (5) Business Days, if the Collateral Agent shall not have received a written notice of objection from either Administrative Agent within five (5) Business Days after such Administrative Agent’s receipt of such copy, promptly following such five (5) Business Days (or the earlier receipt by the Collateral Agent of the written consent of either Administrative Agent), any amounts held on account for the Administrative Agents pursuant to this Section 13.2 shall be again deposited by the Collateral Agent in the Collateral Account and thereafter distributed as provided in Section 13.1. If the Borrowers shall have failed to deliver to the Collateral Agent the request provided for in clause (a) of the immediately preceding sentence, the Collateral Agent shall take instructions from one or more of the Administrative Agents (who, without limiting the ability of the Administrative Agents to otherwise provide such instructions, shall act at the direction of the Requisite Lenders), and the Collateral Agent shall not be required to make any distributions until such instructions are received. The Collateral Agent shall invest amounts on deposit to any such account in accordance with the provisions of the Collateral Agency Agreement.

Application of Withheld Amounts. If If, on any Collateral Proceeds Distribution Date Date, any amounts on deposit to the Collateral Account are distributable pursuant to the Administrative AgentsSection 5.01 to any Representative, and if either Administrative Agent (who, without limiting the right of the Administrative Agents to otherwise provide such notice, shall act at the direction of the Requisite Lenders) Representative shall have given notice to the Collateral Agent Trustees on or prior to such Collateral Proceeds Distribution Date that all or a portion of such proceeds which are otherwise distributable to the Administrative Agents such Representative pursuant to Section 5.01 shall be held by the Collateral Agent Trustees on behalf of the Administrative Agents such Representative for the benefit Equal and Ratable Benefit of the Secured PartiesHolders of such Representative, then the Collateral Agent Trustees shall hold such amount in a separate noninterest bearing cash collateral account of the Collateral Agent Corporate Trustee for the benefit Equal and Ratable Benefit of the Administrative Agents such Representative and such Secured PartiesHolders, until such time as either Administrative Agent such Representative shall deliver a written request for the delivery thereof from such account to such Administrative AgentRepresentative or as such Representative may otherwise direct in such notice. If after thereafter the deposit Secured Obligations of the Secured Holders represented by any proceeds into a separate cash account pursuant to the foregoing sentence, upon notice by such Administrative Agent, the Obligations Representative shall have been repaid in full in cash in accordance with the Loan Documentson any date, then (a) upon the written request of an Authorized Officer of the Parent USI (or any other Representative) certifying as to such payment in full in cash in accordance with the Loan Documentsfull, and (b) after delivery of a copy of such request notice by the Collateral Agent Trustees to the Administrative Agentssuch Representative, together with notice that any objection must be made within five (5) Business Days, if the Collateral Agent Trustees shall not have received a written notice of objection from either Administrative Agent such Representative within five (5) Business Days after 30 days such Administrative Agent’s Representative's receipt of such copynotice, promptly following such five (5) Business Days 30th day (or the earlier receipt by the Collateral Agent Trustees of the written consent of either Administrative Agentsuch Representative), any amounts held on account for the Administrative Agents such Representative pursuant to this Section 13.2 5.02 shall be again deposited by the Collateral Agent in Trustees to the Collateral Account and thereafter distributed as provided in Section 13.1. If the Borrowers shall have failed to deliver to the Collateral Agent the request provided for in clause (a) of the immediately preceding sentence, the Collateral Agent shall take instructions from one or more of the Administrative Agents (who, without limiting the ability of the Administrative Agents to otherwise provide such instructions, shall act at the direction of the Requisite Lenders), and the Collateral Agent shall not be required to make any distributions until such instructions are received5.01. The Collateral Agent Corporate Trustee shall invest amounts on deposit to any such account in accordance with such Cash Equivalents as the provisions of the Collateral Agency Agreementapplicable Representative may direct from time to time.

Application of Withheld Amounts. If on any Collateral Proceeds Distribution Date any amounts on deposit to the Collateral Account are distributable to the Administrative Agentsany Secured Debt Representative, and if either Administrative Agent (who, without limiting the right of the Administrative Agents to otherwise provide such notice, shall act at the direction of the Requisite Lenders) Secured Debt Representative shall have given notice to the Collateral Agent Trustee on or prior to such Collateral Proceeds Distribution Date that all or a portion of such proceeds which are otherwise distributable to the Administrative Agents such Secured Debt Representative shall be held by the Collateral Agent Trustee on behalf of the Administrative Agents such Secured Debt Representative for the benefit of the holders of Guaranteed Obligations represented by such Secured PartiesDebt Representative, then the Collateral Agent Trustee shall hold such amount in a separate cash collateral account of the Collateral Agent Trustee for the benefit of such Secured Debt Representative and such holders of the Administrative Agents and Secured Partiesapplicable Guaranteed Obligations, until such time as either Administrative Agent such Secured Debt Representative shall deliver a written request for the delivery thereof from such account to such Administrative AgentSecured Debt Representative. If after the deposit of any proceeds into a separate cash account pursuant to the foregoing sentence, upon notice by such Administrative Agentthe applicable Secured Debt Representative, the Guaranteed Obligations represented by any such Secured Debt Representative shall have been repaid in full in cash in accordance with the Loan Documentson any date, then (a) upon the written request of an Authorized Officer of the Parent Company certifying as to such payment in full in cash in accordance with the Loan Documentscash, and (b) after delivery of a copy of such request by the Collateral Agent Trustee to the Administrative Agentssuch Secured Debt Representative, together with notice that any objection must be made within five ten (510) Business Days, if the Collateral Agent Trustee shall not have received a written notice of objection from either Administrative Agent such Secured Debt Representative within five ten (510) Business Days after such Administrative AgentSecured Debt Representative’s receipt of such copy, promptly following such five ten (510) Business Days (or the earlier receipt by the Collateral Agent Trustee of the written consent of either Administrative Agentsuch Secured Debt Representative), any amounts held on account for the Administrative Agents such Secured Debt Representative pursuant to this Section 13.2 5.02 shall be again deposited by the Collateral Agent Trustee in the Collateral Account and thereafter distributed as provided in Section 13.15.01(a). If the Borrowers Company shall have failed to deliver to the Collateral Agent Trustee the request provided for in clause (a) of the immediately preceding sentence, the Collateral Agent Trustee shall take instructions from one or more an Act of the Administrative Agents (who, without limiting the ability of the Administrative Agents to otherwise provide such instructions, shall act at the direction of the Requisite Lenders), Guaranteed Debtholders and the Collateral Agent Trustee shall not be required to make any distributions until such instructions are received. The Collateral Agent Trustee shall invest amounts on deposit to any such account in accordance with the provisions of the Collateral Agency AgreementSection 3.01(b) hereof.

Application of Withheld Amounts. If on any Collateral Proceeds Distribution Date any amounts on deposit to the Collateral Account (or, in the case of amounts and Securities on deposit, or credited to, the LC Facilities Cash Collateral Account or the Cash Secured XX Xxxx Collateral Account) are distributable to the Administrative Agents, and if either Administrative Agent (who, without limiting the right of the Administrative Agents to otherwise provide such notice, shall act at the direction of the Requisite Lenders) shall have given notice to the Collateral Agent on or prior to such Collateral Proceeds Distribution Date that all or a portion of such proceeds which are otherwise distributable to the Administrative Agents shall be held by the Collateral Agent on behalf of the Administrative Agents for the benefit of the Secured Parties, then the Collateral Agent shall hold such amount in a separate cash collateral account of the Collateral Agent for the benefit of the Administrative Agents and Secured Parties, until such time as either Administrative Agent shall deliver a written request for the delivery thereof from such account to such Administrative Agent. If after the deposit of any proceeds into a separate cash account pursuant to the foregoing sentence, upon notice by such Administrative Agent, the Obligations shall have been repaid in full in cash in accordance with the Loan Documents, then (a) upon the written request of an Authorized Officer of the Parent certifying as to such payment in full in cash in accordance with the Loan Documents, and (b) after delivery of a copy of such request by the Collateral Agent to the Administrative Agents, together with notice that any objection must be made within five (5) Business Days, if the Collateral Agent shall not have received a written notice of objection from either Administrative Agent within five (5) Business Days after such Administrative Agent’s receipt of such copy, promptly following such five (5) Business Days (or the earlier receipt by the Collateral Agent of the written consent of either Administrative Agent), any amounts held on account for the Administrative Agents pursuant to this Section 13.2 shall be again deposited by the Collateral Agent in the Collateral Account and thereafter distributed as provided in Section 13.1. If the Borrowers shall have failed to deliver to the Collateral Agent the request provided for in clause (a) of the immediately preceding sentence, the Collateral Agent shall take instructions from one or more of the Administrative Agents (who, without limiting the ability of the Administrative Agents to otherwise provide such instructions, shall act at the direction of the Requisite Lenders), and the Collateral Agent shall not be required to make any distributions until such instructions are received. The Collateral Agent shall invest amounts on deposit to any such account in accordance with the provisions of the Collateral Agency Agreement.

Application of Withheld Amounts. If on any Collateral Proceeds Distribution Date any amounts on deposit to the Second Priority Collateral Account are distributable pursuant to the Administrative AgentsSection 5.01 to any Second Priority Representative, and if either Administrative Agent (who, without limiting the right of the Administrative Agents to otherwise provide such notice, shall act at the direction of the Requisite Lenders) Second Priority Representative shall have given notice to the Second Priority Collateral Agent Trustees on or prior to such Collateral Proceeds Distribution Date that all or a portion of such proceeds which are otherwise distributable to the Administrative Agents such Second Priority Representative pursuant to Section 5.01 shall be held by the Second Priority Collateral Agent Trustees on behalf of the Administrative Agents such Second Priority Representative for the benefit of the Second Priority Secured PartiesHolders of such Second Priority Representative, then the Second Priority Collateral Agent Trustees shall hold such amount in a separate non-interest bearing cash collateral account of the Collateral Agent Second Priority Corporate Trustee for the benefit of the Administrative Agents such Second Priority Representative and such Second Priority Secured PartiesHolders, until such time as either Administrative Agent such Second Priority Representative shall deliver a written request for the delivery thereof from such account to such Administrative AgentSecond Priority Representative in accordance with Section 5.01(c). If after thereafter the deposit Second Priority Secured Obligations of the Second Priority Secured Holders represented by any proceeds into a separate cash account pursuant to the foregoing sentence, upon notice by such Administrative Agent, the Obligations Second Priority Representative shall have been repaid in full in cash in accordance with the Loan Documentson any date, then (a) upon the written request of an Authorized Officer of the Parent Borrower certifying as to such payment in full in cash in accordance with the Loan Documentsfull, and (b) after delivery of a copy of such request notice by the Second Priority Collateral Agent Trustees to such Second Priority Representative, the Administrative Agents, together with notice that any objection must be made within five (5) Business Days, if the Second Priority Collateral Agent Trustees shall not have received a written notice of objection from either Administrative Agent such Second Priority Representative within five (5) Business Days after 30 days of such Administrative AgentSecond Priority Representative’s receipt of such copynotice, promptly following such five (5) Business Days 30th day (or the earlier receipt by the Second Priority Collateral Agent Trustees of the written consent of either Administrative Agentsuch Second Priority Representative), any amounts held on account for the Administrative Agents such Second Priority Representative pursuant to this Section 13.2 5.02 shall be again deposited by the Second Priority Collateral Agent in Trustees to the Second Priority Collateral Account and thereafter distributed as provided in Section 13.15.01. If the Borrowers Borrower shall have failed to deliver to the Second Priority Collateral Agent Trustees the request certificate provided for in clause (a) of the immediately preceding sentence, the Second Priority Collateral Agent shall take Trustees may request payment instructions from one or more of the Administrative Agents (who, without limiting the ability of the Administrative Agents to otherwise provide such instructions, shall act at the direction of the Requisite Lenders), Required Second Priority Representative(s) and the Second Priority Collateral Agent Trustees shall not be required to make any distributions until such instructions are received. The Collateral Agent Second Priority Corporate Trustee shall invest amounts on deposit to any such account in accordance with such Cash Equivalents as the provisions of the Collateral Agency Agreementapplicable Second Priority Representative may direct from time to time.

Application of Withheld Amounts. (a) If on any Collateral Proceeds Distribution Date any amounts on deposit to the Collateral Account are distributable pursuant to the Administrative AgentsSection 5.01 to any Representative, and if either Administrative Agent (who, without limiting the right of the Administrative Agents to otherwise provide such notice, shall act at the direction of the Requisite Lenders) Representative shall have given notice to the Collateral Agent Trustees on or prior to such Collateral Proceeds Distribution Date that all or a portion of such proceeds which are otherwise distributable to the Administrative Agents such Representative pursuant to Section 5.01 shall be held by the Collateral Agent Trustees on behalf of the Administrative Agents such Representative for the benefit of the Secured PartiesParties of such Representative, then the Collateral Agent Trustees shall hold such amount in a separate non-interest bearing cash collateral account of the Collateral Agent Corporate Trustee for the benefit of the Administrative Agents such Representative and such Secured Parties, until such time as either Administrative Agent such Representative shall deliver a written request for the delivery thereof from such account to such Administrative AgentRepresentative or as such Representative may otherwise direct in such notice. If after on any date thereafter the deposit Secured Obligations of the Secured Parties represented by any proceeds into a separate cash account pursuant to the foregoing sentence, upon notice by such Administrative Agent, the Obligations Representative shall have been repaid in full in cash and all letters of credit that constitute Senior Secured Obligations with respect to such Secured Parties and all commitments thereunder have been terminated or cash collateralized in accordance with the Loan Documentsfull, then (a) upon the written request of an Authorized Officer of the Parent Borrower certifying as to such payment and termination or cash collateralization in full in cash in accordance with the Loan Documentsfull, and (b) after delivery of a copy of such request notice by the Collateral Agent Trustees to the Administrative Agentssuch Representative, together with notice that any objection must be made within five (5) Business Days, if the Collateral Agent Trustees shall not have received a written notice of no objection from either Administrative Agent within five (5) Business Days after such Administrative Agent’s receipt of such copyRepresentative, promptly following such five (5) Business Days (or the earlier receipt by the Collateral Agent of Trustees shall redeposit to the written consent of either Administrative Agent), Collateral Account any amounts held on account for the Administrative Agents such Representative pursuant to this Section 13.2 shall be again deposited by the Collateral Agent in the Collateral Account 5.02 and thereafter distributed distribute such amounts as provided in Section 13.15.01. If the Borrowers Borrower shall have failed to deliver to the Collateral Agent Trustees the request certificate provided for in clause (a) of the immediately preceding sentence, the Collateral Agent shall take Trustees may request payment instructions from one or more of the Administrative Agents (who, without limiting the ability of the Administrative Agents to otherwise provide such instructions, shall act at the direction of the Requisite Lenders), Required Representative and the Collateral Agent Trustees shall not be required to make any distributions until such instructions are received. The Collateral Agent Corporate Trustee shall invest amounts on deposit to any such account in such Cash Equivalents as the applicable Representative may direct from time to time. (b) The Alpha Representative on behalf of the Alpha Beneficiary hereby provides notice to the Collateral Trustees pursuant to Section 5.02(a) that, until such time as the Alpha Representative shall otherwise instruct the Collateral Trustees, any amounts on deposit to the Collateral Account that are distributable on any Distribution Date pursuant to Section 5.01 to the Alpha Representative shall be held by the Collateral Trustees on behalf of the Alpha Representative in a cash collateral account as provided in Section 5.02(a). If on the first Business Day of any calendar month the amount held on behalf of the Alpha Representative in such a cash collateral account pursuant to Section 5.02(a) shall exceed the Alpha Facility Amount (determined in accordance with the provisions Section 6.02 but assuming for purposes of calculating any liability of the Alpha Beneficiary with respect to a letter of credit at any time when the Alpha Supply Agreement has not been terminated that the "Monthly Index Price" (as defined therein) is the greater of $8 per MMBtu and the "Monthly Index Price" then actually in effect under the Alpha Supply Agreement), then upon the written request of the Borrower (with a copy to the Alpha Representative) delivered on or prior to the next succeeding Business Day, the Collateral Agency AgreementTrustees shall (i) if such excess is as a result of the decrease in the component of the Alpha Facility Amount consisting of the liability of the Alpha Beneficiary under a letter of credit, redeposit to the Collateral Account the amount of such excess and thereafter distribute such amount as provided in Section 5.01 or (ii) if such excess is as a result of any other reason, pay to the Borrower the amount of such excess.

Application of Withheld Amounts. If on any Collateral Proceeds Distribution Date any amounts on deposit to the Collateral Account are distributable pursuant to the Administrative AgentsSection 5.01 to any Representative, and if either Administrative Agent (who, without limiting the right of the Administrative Agents to otherwise provide such notice, shall act at the direction of the Requisite Lenders) Representative shall have given notice to the Collateral Agent Trustees on or prior to such Collateral Proceeds Distribution Date that all or a portion of such proceeds which are otherwise distributable to the Administrative Agents such Representative pursuant to Section 5.01 shall be held by the Collateral Agent Trustees on behalf of the Administrative Agents such Representative for the benefit of the Secured PartiesHolders of such Representative, then the Collateral Agent Trustees shall hold such amount in a separate non-interest bearing cash collateral account of the Collateral Agent Corporate Trustee for the benefit of the Administrative Agents such Representative and such Secured PartiesHolders, until such time as either Administrative Agent such Representative shall deliver a written request for the delivery thereof from such account to such Administrative AgentRepresentative in accordance with Section 5.01(c) or 5.01(d), as applicable. If after thereafter the deposit Secured Obligations of the Secured Holders represented by any proceeds into a separate cash account pursuant to the foregoing sentence, upon notice by such Administrative Agent, the Obligations Representative shall have been repaid in full in cash in accordance with the Loan Documentson any date, then (a) upon the written request of an Authorized Officer of the Parent Borrower certifying as to such payment in full in cash in accordance with the Loan Documentsfull, and (b) after delivery of a copy of such request notice by the Collateral Agent Trustees to the Administrative Agentssuch Representative, together with notice that any objection must be made within five (5) Business Days, if the Collateral Agent Trustees shall not have received a written notice of objection from either Administrative Agent such Representative within five (5) Business Days after 30 days of such Administrative Agent’s Representative's receipt of such copynotice, promptly following such five (5) Business Days 30th day (or the earlier receipt by the Collateral Agent Trustees of the written consent of either Administrative Agentsuch Representative), any amounts held on account for the Administrative Agents such Representative pursuant to this Section 13.2 5.02 shall be again deposited by the Collateral Agent in Trustee to the Collateral Account and thereafter distributed as provided in Section 13.15. 01. If the Borrowers Borrower shall have failed to deliver to the Collateral Agent Trustees the request certificate provided for in clause (a) of the immediately preceding sentence, the Collateral Agent shall take Trustees may request payment instructions from one or more of the Administrative Agents (who, without limiting the ability of the Administrative Agents to otherwise provide such instructions, shall act at the direction of the Requisite Lenders), Required Representative(s) and the Collateral Agent Trustees shall not be required to make any distributions until such instructions are received. The Collateral Agent Corporate Trustee shall invest amounts on deposit to any such account in accordance with such Cash Equivalents as the provisions of the Collateral Agency Agreementapplicable Representative may direct from time to time.