Common use of Distribution of Collateral Proceeds Clause in Contracts

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies in connection with the enforcement of any of the 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 the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Agent's fee payable pursuant to the Fee Letter and all other Obligations and (B) with respect to each type of Obligation owing to the Banks, such as interest, principal, fees and expenses, among the Banks pro rata, and (ii) the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Banks and the Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to Section 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 Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, that following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, Lender receives any monies in connection with the enforcement of any of the 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 the Agent Lender for or in respect of all reasonable costs, expenses, expenses and disbursements and losses which shall have been incurred or sustained by the Agent Lender in connection with the collection of such monies by the AgentLender, for the exercise, protection or enforcement by the Agent Lender of all or any of the rights, remedies, powers and privileges of the Agent Lender under this Credit Agreement Agreement, the Note or any of the other Loan Credit Documents or in respect of the Collateral or in support of any provision of and to provide adequate indemnity to the Agent Lender against any all taxes or liens which by law shall have, or may have, priority over the rights of the Agent Lender to such monies; (b) Second, to all other Obligations in such order or preference as the Majority Banks Lender may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Agent's fee payable pursuant to the Fee Letter and all other Obligations and (B) with respect to each type of Obligation owing to the Banks, such as interest, principal, fees and expenses, among the Banks pro rata, and (ii) the Agent Lender may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Banks and the Agent Lender of all of the Obligations, to the payment of any obligations required to be paid pursuant to Section 9-504(1)(c) of the Uniform Commercial Code of the Commonwealth State of MassachusettsMichigan; and (d) Fourth, the excess, if any, shall be returned to the Borrowers Credit Parties or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any BankLender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be turned over to the Lender and distributed by the Lender for application as follows: (a1) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent Lender for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent Lender in connection with the collection of such monies by the AgentLender, for the exercise, protection or enforcement by the Agent Lender of all or any of the rights, remedies, powers and privileges of the Agent Lender under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent Lender against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent Lender to such monies; (b2) Second, to all other Obligations Liabilities in such order or preference as the Majority Banks Lender may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Agent's fee payable pursuant to the Fee Letter and all other Obligations and (B) with respect to each type of Obligation owing to the Banks, such as interest, principal, fees and expenses, among the Banks pro rata, and (ii) the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c3) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Banks and the Agent Lender of all of the ObligationsLiabilities, to the payment of any obligations required to be paid pursuant to Section 9ss.9-504(1)(c) of the Uniform Commercial Code of the Commonwealth of Massachusetts; and (d4) Fourth, the excess, if any, shall be returned to the Borrowers Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or and during the continuance of any Default or Event of Default, the Agent Agents or any BankLender, as the case may be, receives any monies in connection with the enforcement of any of the Security 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 the Agent Agents for or in respect of of, all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent Agents in connection with the collection of such monies by the AgentAgents, for the exercise, protection or enforcement by the Agent Agents of all or any of the rights, remedies, powers and privileges of the Agent Agents under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent Agents against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent Agents to such monies; (b) Second, pro rata to each of the Lenders to all other Obligations in such order or preference as the Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Agent's fee payable pursuant to the Fee Letter and all other Obligations and (B) with respect to each type of Obligation owing to the Banks, such as interest, principal, fees and expenses, among the Banks pro rata, and (ii) the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payableLiabilities; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Banks Lenders and the Agent Agents of all of the ObligationsLiabilities, to the payment of any obligations required to be paid pursuant to Section 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 Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default Suspension Event or Event of Default, the Agent or any Bank, as the case may be, Bank receives any monies in connection with the enforcement of any of the 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 the Agent Bank for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent Bank in connection with the collection of such monies by the AgentBank, for the exercise, protection or enforcement by the Agent Bank of all or any of the rights, remedies, powers and privileges of the Agent Bank under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral Collat- eral or in support of any provision of adequate indemnity to the Agent Bank against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent Bank to such monies; (b) Second, to all other Obligations in such order or preference as the Majority Banks Bank may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Agent's fee payable pursuant to the Fee Letter and all other Obligations and (B) with respect to each type of Obligation owing to the Banks, such as interest, principal, fees and expenses, among the Banks pro rata, and (ii) the Agent Bank may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory satisfaction to the Banks and the Agent Bank of all of the Obligations, to the payment of any obligations required to be paid pursuant to Section 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 Borrowers Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies in connection with the enforcement of any of the Security 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 the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent under this 103 -95- Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Agent's fee payable pursuant to the Fee Letter Section 5.2 and all other Obligations and (B) with respect to each type of Obligation owing to the Banks, such as interest, principal, fees and expenses, among the Banks pro rata, and (ii) the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Banks and the Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to Section 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 Borrowers Borrower or to such other Persons as are entitled thereto.