Order of Distributions. Subject to Section 9.18(c)(ii), any amounts deposited into the Series 2019-3 Class A-1 Distribution Account in respect of accrued interest, letter of credit fees or undrawn commitment fees, but excluding amounts allocated for the purpose of reducing the Series 2019-3 Class A-1 Outstanding Principal Amount, shall be distributed by the Trustee or the Paying Agent, as applicable, on the date due and payable under the Indenture and in the manner provided therein, to the Series 2019-3 Class A-1 Noteholders of record on the applicable Record Date, ratably in proportion to the respective amounts due to such payees at each applicable level of the Priority of Payments in accordance with the applicable Quarterly Noteholders’ Report, the applicable written report provided to the Trustee under the Series 2019-3 Supplement or as provided in Section 3.3 of the Series 2019-3 Supplement. Subject to Section 9.18(c)(ii), any amounts deposited into the Series 2019-3 Class A-1 Distribution Account in respect of outstanding principal or face amounts shall be distributed by the Trustee or the Paying Agent, as applicable, on the date due and payable under the Indenture and in the manner provided therein, to the Series 2019-3 Class A-1 Noteholders of record on the applicable Record Date, in the following order of priority in accordance with the applicable Quarterly Noteholders’ Report, the applicable written report provided to the Trustee under the Series 2019-3 Supplement or as provided in Section 3.3 of the Series 2019-3 Supplement: first, to the Swingline Lender and the L/C Provider in respect of outstanding Swingline Loans and Unreimbursed L/C Drawings, to the extent Unreimbursed L/C Drawings cannot be reimbursed pursuant to Section 2.08, ratably in proportion to the respective amounts due to such payees; second, to the other Series 2019-3 Class A-1 Noteholders in respect of their outstanding Advances, ratably in proportion thereto; and, third, any balance remaining of such amounts (up to an aggregate amount not to exceed the amount of Undrawn L/C Face Amounts at such time) shall be paid to the L/C Provider, to be deposited by the L/C Provider into a cash collateral account in the name of the L/C Provider in accordance with Section 4.03(b). Any amounts distributed to the Administrative Agent pursuant to the Priority of Payments in respect of any other amounts related to the Class A-1 Notes shall be distributed by the Administrative Agent in accordance with Section 4.01 on the...
Order of Distributions. Upon the dissolution of the Company pursuant to Section 9.2, the Manager (or, in the event that the Manager has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority-in-Interest of the Members (the Manager or such other Person, the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Company and shall take full account of the Company’s Assets and liabilities, and the Company’s Assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the Manager, include shares of stock in the Manager) shall be applied and distributed in the following order:
(i) First, to the satisfaction of all of the Company’s Debts and liabilities to creditors, including Members who are creditors (other than with respect to liabilities owed to Members in satisfaction of liabilities for previously declared distributions), whether by payment or the making of reasonable provision for payment thereof;
(ii) Second, to the satisfaction of all of the Company’s liabilities to the Members in satisfaction of liabilities for previously declared distributions, whether by payment or the making of reasonable provision for payment thereof; and
(iii) The balance, if any, to the Members, in accordance with Section 3.1.
Order of Distributions. All amounts received or recovered by the Pledgee in the exercise of its rights under this Schedule 1 shall, subject to the rights of any creditors having priority, be applied in the following order:
(a) in or towards the payment of the Relevant Secured Liabilities which will be valued in accordance with the Clearing Conditions; and
(b) in payment of any surplus to the Pledgor or any other person entitled to it.
Order of Distributions. (a) The proceeds of any sale or other realisation upon all or any part of the Charged Assets (including any cash but less the costs and expenses properly incurred by the Chargee, any Receiver or any Delegate in connection with such sale or other realisation) under this Deed shall be applied in the following order of priority:
(i) first, to the payment of any taxes, filing fees and registration fees and any other expenses owed to any governmental entity and incurred in connection with sale or other realisation (if any) by the Chargee, any Receiver or any Delegate;
(ii) second, to the payment of, any expenses properly incurred by the Chargee, any Receiver and/or any Delegate in connection with such sale or other realisation; including any amounts owed to any Receiver or any Delegate appointed in accordance with or under this Deed; and any other amounts payable to any Receiver or any Delegate in connection with the performance of its functions, including, without limitation, compensation to its agents and counsel, in each case whether actually paid or accrued;
(iii) third, to the payment of any unreimbursed expenses of the Chargee, any Receiver and/or any Delegate which is to be reimbursed pursuant to this Deed and of all remuneration due to any Receiver or any Delegate under or in connection with this Deed; other than those paid under paragraph (ii) above;
(iv) fourth, to payment of the Obligations due and payable to the Chargee; and
(v) finally, payment to the Chargor or its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds.
(b) This Clause:
(i) is subject to the payment of any claims having priority over the Charges; and
(ii) does not prejudice the right of the Chargee to recover any shortfall from the Chargor.
Order of Distributions. Financial hardship distributions will be made in the following order: First withdrawals will be made from the Participant’s After-Tax Contribution Account, then from his Rollover Contribution Account, then from his Matching Contribution Account, then from his Supplemental Contribution Account, then from his Salary Deferral Contribution Account, and finally, from his Catch-up Salary Deferral Contribution Account. A Participant shall not be entitled to receive a financial hardship distribution of any amount credited to his QNEC Account.
Order of Distributions. Subject to Sections 5(c)(i), 9(d), 9(e), 9(g), 11(g) and Section 15(d)(ii):
(i) Distributions out of Available Cash shall be made in accordance with the following priorities:
(A) First, to the extent any Class A Preferred Holder has an Unreturned Deficiency Balance, to the Class A Preferred Holders (in proportion to their respective Unreturned Deficiency Balances) until their Unreturned Deficiency Balances have been reduced to zero.
(B) Second, to the Class A Preferred Holders in proportion to their respective accrued and unpaid Base Return (for the sake of clarity, the accrued and unpaid Rockpoint Class A Base Return with respect to the Rockpoint Class A Preferred Holder and the accrued and unpaid MC Class A Base Return in the case of the MC Class A Preferred Holder), until each Class A Preferred Holder has received pursuant to this Section 9(a)(i)(B) and Section 9(a)(ii)(B) amounts equal to its accrued Base Return.
(C) Third, five percent (5%) to the Rockpoint Class A Preferred Holder and ninety-five percent (95%) to RRT until RRT has received pursuant to this Section 9(a)(i)(C) and Section 9(a)(ii)(D) an amount equal to the RRT Base Return on the Unreturned RRT Capital Contributions.
(D) Fourth, to the Class A Preferred Holders and RRT pro rata in accordance with their respective First Hurdle Percentages at the time of the Distribution.
(ii) Distributions out of Class A Capital Event Cash Flow shall be made in accordance with the following priorities:
(A) First, to the extent any Class A Preferred Holder has an Unreturned Deficiency Balance, to the Class A Preferred Holders (in proportion to their respective Unreturned Deficiency Balances) until their Unreturned Deficiency Balances have been reduced to zero.
(B) Second, to the Class A Preferred Holders in proportion to their accrued and unpaid Base Return (for the sake of clarity the accrued and unpaid Rockpoint Class A Base Return with respect to the Rockpoint Class A Preferred Holder and the accrued and unpaid MC Class A Base Return in the case of the MC Class A Preferred Holder), until each Class A Preferred Holder has received pursuant to Section 9(a)(i)(B) and this Section 9(a)(ii)(B) amounts equal to its accrued Base Return.
(C) Third, to the Class A Preferred Holders in proportion to their respective Unreturned Class A Capital Contributions, until each Class A Preferred Holder has received pursuant to this Section 9(a)(ii)(C) its then Unreturned Class A Capital Contributions.
(D) Fourth, five per...
Order of Distributions. After payment of the amounts described ---------------------- in Section 6.1 hereof, all distributions of Cash Flow hereunder shall be made to the Member first to repay its unreturned Capital Contributions, until such Member has been repaid all of its Capital Contributions, and thereafter to Northeast as the sole Member of the Company.
Order of Distributions. The order referred to in Clause 11.1 (Application of proceeds) is:
(a) in or towards the payment of all costs, losses, liabilities and expenses of and incidental to the appointment of any Receiver or Delegate and the exercise of any of his rights, including his remuneration and all outgoings paid by him;
(b) in or towards the payment of the Secured Liabilities in the following order: first, toward payment of any accrued interest unpaid under the Transaction Documents, second, toward payment of any principal unpaid under the Transaction Documents and, third, toward payment of any other obligations unpaid under the Transaction Documents; and
(c) in payment of any surplus to Chargor or other person entitled to it.
Order of Distributions. The order referred to in Clause 7.1 (Application of proceeds) is:
(a) in or towards the payment of the Secured Liabilities which will be valued in accordance with the Clearing Conditions; and
(b) in payment of any surplus to the Pledgor or any other person entitled to it.
Order of Distributions. All amounts received or recovered by the Assignee or any Receiver in exercising its rights under this Assignment will, subject to the rights of any creditors having priority, be applied:
(i) first, in or towards the payment of all Losses (including the Receiver’s remuneration and outgoings) relating to the appointment of any Receiver or the exercise by the Assignee or any Receiver of any of his rights;
(ii) second, in or towards the payment of the Secured Obligations; and
(iii) third, in payment of any surplus to the Assignor or other person entitled to it.
