Common use of Distribution of Collateral Proceeds Clause in Contracts

Distribution of Collateral Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, Lender for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by Lender to protect or preserve the collateral or in connection with the collection of such monies by Lender, for the exercise, protection or enforcement by Lender of all or any of the rights, remedies, powers and privileges of Lender under this Agreement or any of the other Loan Documents in connection with protective advances or in respect of the Collateral or in support of any provision of adequate indemnity to Lender against any taxes or liens which by law shall have, or may have, priority over the rights of Lender to such monies; (b) Second, to all other Obligations in such order or preference as Lender shall determine; provided, however, that Lender may in its discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, the excess, if any, shall be returned to Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Lender receives any monies are received in connection with the enforcement of any of the Loan Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, of the Lender for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Lender to protect or preserve the collateral or in connection with the collection of such monies by the Lender, for the exercise, protection or enforcement by the Lender of all or any of the rights, remedies, powers and privileges of the Lender under this Agreement or any of the other Loan Documents in connection with protective advances or in respect of the Collateral or in support of any provision of adequate indemnity to the Lender against any taxes or liens which by law shall have, or may have, priority over the rights of the Lender to such monies; (b) Second, to all other Obligations in such order or preference as the Lender shall may determine; provided, however, that the Lender may in its discretion make proper allowance to take into account any Obligations not then due and payable; and; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lender of all of the Obligations, to the payment of any obligations required to be paid pursuant to ss.9-504(1)(c) of the Uniform Commercial Code of the Commonwealth of Massachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, Lender for or in respect of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been incurred or sustained by Lender to protect or preserve the collateral Collateral or in connection with the collection of such monies by LenderLender (including without limitation, Enforcement Costs), for the exercise, protection or enforcement by Lender of all or any of the rights, remedies, powers and privileges of Lender under this Agreement or any of the other Loan Documents in connection with protective advances or in respect of the Collateral or in support of any provision of adequate indemnity to Lender against any taxes or liens which by law shall have, or may have, priority over the rights of Lender to such monies; (b) Second, to all other Obligations in such order or preference as Lender shall determine; provided, however, that Lender may determine in its discretion make proper allowance to take into account any Obligations not then due and payable; andsole discretion; (c) Third, the excess, if any, shall be returned distributed to Borrower or to such other Persons as are entitled theretoBorrower.

Distribution of Collateral Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Buyer possesses or receives any monies are received in connection with the enforcement of any of the Loan Documentsthis Agreement, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, Lender of the Buyer for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by Lender to protect or preserve the collateral or Buyer in connection with the collection of such monies by Lenderthe Buyer, for the exercise, protection or enforcement by Lender the Buyer of all or any of the rights, remedies, powers and privileges of Lender the Buyer under this Agreement or any of the other Loan Purchase Documents in connection with protective advances or in respect of the Collateral or in support of any provision of adequate indemnity to Lender the Buyer against any taxes or liens which by law shall have, or may have, priority over the rights of Lender the Buyer to such monies; (b) Second, to all other Obligations the Investment in such order or preference as Lender shall the Buyer may determine; provided, however, that Lender the Buyer may in its discretion make proper allowance to take into account any Obligations part of the Investment not then due and payable; and; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Buyer of all of the Investment, to the payment of any obligations required to be paid pursuant to Section 9-504(1)(c) of the UCC; and (d) Fourth, the excess, if any, shall be returned to Borrower the Seller or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, Lender receives any monies are received in connection with the enforcement of any of the Loan DocumentsSecurity Instruments, or otherwise with respect to the realization upon any of the Collateralcollateral securing the Obligations, or parts thereof, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, of Lender for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by Lender to protect or preserve the collateral or in connection with the collection of such monies by Lender, for the exercise, protection or enforcement by Lender of all or any any, of the rights, remedies, powers and privileges of Lender under this Agreement or any of the other Loan Documents in connection with protective advances or in respect of the Collateral such collateral or in support of any provision of adequate indemnity to Lender against any taxes or liens which by law law, shall have, have or may have, have priority over the rights of Lender to such monies; (b) Second, to all other Obligations in such order or preference as Lender shall may determine; provided, however, that Lender may in its discretion make proper allowance to take into account any Obligations not then due and payable; and; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to Lender of all of the Obligations, to the payment of any obligations required to be paid pursuant to applicable provisions of the Uniform Commercial Code; (d) Fourth, the excess, if any, shall be returned refunded to Borrower Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence and or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) 1. First, to the payment of, or (as the case may be) the reimbursement of, Lender the Agent and the Banks for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by Lender the Agent and the Banks to protect or preserve the collateral or in connection with the collection of such monies by Lenderthe Agent and the Banks, for the exercise, protection or enforcement by Lender the Agent and the Banks of all or any of the rights, remedies, powers and privileges of Lender the Agent and the Banks under this Agreement or any of the other Loan Documents in connection with protective advances or in respect of the Collateral or in support of any provision of adequate indemnity to Lender the Agent and the Banks against any taxes or liens which by law shall have, or may have, priority over the rights of Lender the Agent and the Banks to such monies; (b) 2. Second, to all other Obligations in such order or preference as Lender the Majority Banks shall determine; provided, however, that Lender Obligations owing to the Banks with respect to each type of Obligation such as interest, principal, fees and expenses shall be made among the Banks pro rata; and provided, further that the Majority Banks may in its their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) 3. Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Buyer possesses or receives any monies are received in connection with the enforcement of any of the Loan Documentsthis Agreement, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, Lender of the Buyer for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by Lender to protect or preserve the collateral or Buyer in connection with the collection of such monies by Lenderthe Buyer, for the exercise, protection or enforcement by Lender the Buyer of all or any of the rights, remedies, powers and privileges of Lender the Buyer under this Agreement or any of the other Loan Purchase Documents in connection with protective advances or in respect of the Collateral or in support of any provision of adequate indemnity to Lender the Buyer against any taxes or liens which by law shall have, or may have, priority over the rights of Lender the Buyer to such monies; (b) Second, to all other Obligations the Investment in such order or preference as Lender shall the Buyer may determine; provided, however, that Lender the Buyer may in its discretion make proper allowance to take into account any Obligations part of the Investment not then due and payable; and; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Buyer of all of the Investment, to the payment of any obligations required to be paid pursuant to Section 9-504(1)(c) of the UCC; and (d) Fourth, the excess, if any, shall be returned to Borrower the Seller or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event thatIf, following the occurrence and during the continuance of any Event of Default, Xxxxxx receives any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, of Lender for or in respect of all reasonable and documented costs, expenses, disbursements and losses (including, without limitation, reasonable legal fees and related expenses) which shall have been incurred or sustained by Lender to protect or preserve the collateral or in connection with the collection of such monies by LenderXxxxxx, for the exercise, protection or enforcement by Lender of all or any of the rights, remedies, powers and privileges of Lender under this Agreement or any of the other Loan Documents in connection with protective advances or in respect of the Collateral or in support of any the provision of adequate indemnity to Lender against any all taxes or liens which by law shall have, or may have, priority over the rights of Lender to such monies; (b) Second, to all other Obligations in such order or preference as Lender shall may determine; provided, however, that Lender may in its discretion make proper allowance to take into account any Obligations not then due and payable; and; (c) Third, to the satisfaction of any Indebtedness secured by any subordinate security interest in the Collateral if written notice of demand thereof is received by Lender before distribution of the proceeds is completed; and (d) Fourth, the excess, if any, shall be returned to Borrower Debtor, or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, Lender for or in respect of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been incurred or sustained by Lender to protect or preserve the collateral Collateral or in connection with the collection of such monies by LenderLender (including without limitation, Enforcement Costs), for the exercise, protection or enforcement by Lender of all or any of the rights, remedies, powers and privileges of Lender under this Agreement or any of the other Loan Documents in connection with protective advances or in respect of the Collateral or in support of any provision of adequate indemnity to Lender against any taxes or liens which by law shall have, or may have, priority over the rights of Lender to such monies; (b) Second, to all other Obligations in such order or preference as Lender shall determine; provided, however, that Lender may determine in its discretion make proper allowance to take into account any Obligations not then due and payable; andsole discretion; (c) Third, the excess, if any, shall be returned deposited in the Second Mezzanine Collateral Account for distribution or application under the Second Mezzanine Loan Documents, or if the Second Mezzanine Loan has been repaid, shall be distributed to Borrower or to such other Persons as are entitled theretoBorrower.