Common use of Distribution of Collateral Proceeds Clause in Contracts

Distribution of Collateral Proceeds. In the event that, following the occurrence and only during the continuance of any Default or Event of Default, the Lender receives any monies in connection with the enforcement of any the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (1) First, to the payment of, or (as the case may be) the reimbursement 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 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 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; (2) Second, to all other Obligations in such order or preference as the Lender 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; (3) 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 (4) 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 only or during the continuance of any Default or Event of Default, the Lender Agent or any Bank, as the case may be, receives any monies in connection with the enforcement of any 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: (1a) First, to the payment of, or (as the case may be) the reimbursement of the Lender Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Lender Agent in connection with the collection of such monies by the LenderAgent, for the exercise, protection or enforcement by the Lender Agent of all or any of the rights, remedies, powers and privileges of the Lender 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 Lender Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Lender Agent to such monies; (2b) Second, to all other Obligations in such order or preference as the Lender Majority Banks may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Lender Agent's fee payable pursuant to 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; (3c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lender Banks and the Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to ss.9Section 9-504(1)(c) of the Uniform Commercial Code of the Commonwealth of Massachusetts; and (4d) 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, that following the occurrence and only or during the continuance of any Default or Event of Default, the 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: (1a) First, to the payment of, or (as the case may be) the reimbursement 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 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 Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any and supports the provision of adequate indemnity to the Lender against any all taxes or liens which by law shall have, or may have, priority over the rights of the Lender to such monies; (2b) Second, to all other Obligations in such order or preference as the Lender 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; (3c) 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[SECTION]9- 504 (1)(c) of the Uniform Commercial Code of the Commonwealth of Massachusetts; and (4d) 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 only or during the continuance of any Default Suspension Event or Event of Default, the Lender 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: (1a) First, to the payment of, or (as the case may be) the reimbursement of the Lender Bank for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Lender Bank in connection with the collection of such monies by the LenderBank, for the exercise, protection or enforcement by the Lender Bank of all or any of the rights, remedies, powers and privileges of the Lender Bank under this 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 Lender Bank against any taxes or liens which by law shall have, or may have, priority over the rights of the Lender Bank to such monies; (2b) Second, to all other Obligations in such order or preference as the Lender Bank may determine; provided, however, that the Lender Bank may in its discretion make proper allowance to take into account any Obligations not then due and payable; (3c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory satisfaction to the Lender Bank of all of the Obligations, to the payment of any obligations required to be paid pursuant to ss.99-504(1)(c) of the Uniform Commercial Code of the Commonwealth of Massachusetts; and (4d) 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 only or during the continuance of any Default or Event of Default, the Lender Lender, 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: (1) 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 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 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; (2) Second, to all other Obligations Liabilities in such order or preference as the Lender 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; (3) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lender of all of the ObligationsLiabilities, 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 (4) 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 only or during the continuance of any Default or Event of Default, the Lender 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: (1a) First, to the payment of, or (as the case may be) the reimbursement of of, the Lender Bank for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Lender Bank in connection with the collection of such monies by the LenderBank, for the exercise, protection or enforcement by the Lender Bank of all or any of the rights, remedies, powers and privileges of the Lender Bank under this 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 Lender Bank against any taxes or liens which by law shall have, or may have, priority over the rights of the Lender Bank to such monies; (2b) Second, to all other Obligations in such order or preference as the Lender Bank may determine; and provided, however, further that the Lender Bank may in its discretion make proper allowance to take into account any Obligations not then due and payable; (3c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lender Bank of all of 49 55 the Obligations, to the payment of any obligations required to be paid pursuant to ss.9Section 9-504(1)(c) of the Uniform Commercial Code of the Commonwealth of MassachusettsUCC; and (4d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.