Common use of Priority on Distribution of Proceeds of Collateral Clause in Contracts

Priority on Distribution of Proceeds of Collateral. In the event of: (a) any distribution of any Collateral upon any bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of the obligations and indebtedness of Communications, the Borrower or any of their Subsidiaries, or the application of any Collateral to the payment thereof; (b) any distribution of the Collateral upon the liquidation or dissolution of Communications, the Borrower or any of their Subsidiaries, or the winding up of the assets or business of Communications, the Borrower or any of their Subsidiaries; (c) any realization by any of the Secured Creditors or the Collateral Agent with respect to the Liens pursuant to the Credit Documents whether through a Remedial Action or otherwise; or (d) any Disposition of any Collateral, to the extent that any part of the proceeds of such disposition are required to be applied to any of the Secured Obligations or held by the Collateral Agent in accordance with the provisions of any of the Collateral Documents; then, in any such event, as between the Secured Creditors all of the Collateral and any Proceeds thereof so distributed, applied or realized upon shall be distributed or paid to (or retained by) the Collateral Agent for application first, to the Collateral Agent to pay the Collateral Agent's fees, expenses and indemnities provided for in this Agreement, the Existing Credit Agreement and in the Collateral Documents, second, to the First Priority Secured Obligations and third, after the indefeasible payment in full in cash or cash equivalents of all First Priority Secured Obligations, the remaining amount of such Proceeds shall be distributed or paid to (or retained by) the Collateral Agent for application to the Second Priority Secured Obligations then due and payable.

Priority on Distribution of Proceeds of Collateral. In the event of: (a) any distribution of any Collateral upon any bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of the obligations and indebtedness of Communications, the either Borrower or any of their respective Subsidiaries, or the application of any Collateral to the payment thereof; (b) any distribution of the Collateral upon the liquidation or dissolution of Communications, the either Borrower or any of their respective Subsidiaries, or the winding up of the assets or business of Communications, the either Borrower or any of their respective Subsidiaries; (c) any realization by any of the Secured Creditors Banks or the Collateral Agent with respect to the Liens pursuant to the Credit Documents whether through a Remedial Action or otherwise; or (d) any Disposition of any Collateral, to the extent that any part of the proceeds of such disposition are required to be applied to any of the Secured Obligations or held by the Administrative Agent or the Collateral Agent in accordance with the provisions of this Agreement or any of the Collateral Security Documents; then, in any such event, as between the Secured Creditors Creditors, all of the Collateral and any Proceeds thereof so distributed, applied or realized upon shall be distributed or paid to (or retained by) the Administrative Agent or Collateral Agent for application first, FIRST to the Administrative Agent and Collateral Agent to pay the Administrative Agent's and Collateral Agent's fees, expenses and indemnities provided for in this Agreement, the Existing Credit Agreement and in the Collateral Security Documents, secondSECOND, to the First Priority Non-Tranche D Secured Obligations and third, after the indefeasible payment in full in cash or cash equivalents of all First Priority Non-Tranche D Secured Obligations, the remaining amount of or such Proceeds shall be distributed or paid to (or retained by) the Collateral Agent for application to the Second Priority Secured Tranche D Obligations then due and payable.

Priority on Distribution of Proceeds of Collateral. In the event of: (a) any distribution of any Collateral Anchor Property upon any the bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of the obligations and indebtedness of Communications, the Borrower or any of their SubsidiariesBorrower, or the application of any Collateral Anchor Property to the payment thereof; (b) any distribution of the Collateral Anchor Property upon the liquidation or dissolution of Communications, the Borrower or any of their SubsidiariesBorrower, or the winding up of the assets or business of Communications, the Borrower or any of their SubsidiariesBorrower; (c) any realization by any of the Secured Creditors Credit Agent, the Note Agent, the Lenders, the Senior Noteholders or the Shared Collateral Agent with respect to the Lenders' Liens, the Senior Noteholders' Liens pursuant to or the Credit Documents Shared Collateral Agent's Lien, respectively, whether through a Remedial Action or otherwise; or (d) any Disposition of any CollateralAnchor Property, to the extent that any part of the proceeds of such disposition Disposition are required to be applied to any of the Secured Bank Credit Agreement Obligations or the Senior Note Obligations or held by the Credit Agent, the Note Agent or the Shared Collateral Agent in accordance with the provisions of the Senior Note Documents, the Bank Credit Agreement or any of the Collateral Security Documents, or the provisions of this Agreement; then, in any such event, as between the Secured Creditors Lenders and the Senior Noteholders (i) all of the Bank Collateral and any Proceeds thereof so distributed, applied or realized upon shall be distributed or paid to (or retained by) the Collateral Credit Agent for application first, in accordance with the Collateral Agency Agreement to the Collateral Agent to pay the Collateral Agent's fees, expenses and indemnities provided for in this Agreement, the Existing Bank Credit Agreement and in the Collateral Documents, second, Obligations to the First Priority Secured Obligations and thirdextent of the Lenders' Liens therein, and, after the indefeasible payment in full in cash or cash equivalents of all First Priority Secured ObligationsBank Credit Agreement Obligations then due and owing, the remaining amount of such Proceeds shall be distributed or paid to (or retained by) the Collateral Note Agent for application to the Second Priority Secured Senior Note Obligations, (ii) all of the Senior Note Collateral and any Proceeds thereof distributed, applied or realized upon shall be distributed or paid to (or retained by) the Note Agent for application to the Senior Note Obligations to the extent of the Senior Noteholders' Liens therein and, after the payment in full of all Senior Note Obligations then due and payableowing, the remaining amount of such Proceeds shall be distributed or paid to (or retained by) the Credit Agent or any Lender for application to the Bank Credit Agreement Obligations, and (iii) all of the Shared Collateral and any Proceeds thereof so distributed, applied or realized upon shall be distributed, first, to the Shared Collateral Agent to pay the Shared Collateral Agent's fees, expenses and indemnities provided for in this Agreement and in the Shared Collateral Security Documents, in each case, to the extent related to its duties, obligations and liabilities as Shared Collateral Agent or otherwise related to the Shared Collateral and, second, to the Credit Agent and the Note Agent for application to the Bank Credit Agreement Obligations and the Senior Note Obligations, respectively. Any amounts described in Clause (iii) above available to be distributed to the Credit Agent and the Note Agent shall be distributed to each based upon the Pro Rata Shares of the Lenders and the Senior Noteholders at the time of the commencement of any Remedial Action giving rise to such proceeds until the respective Bank Credit Agreement Obligations and the Senior Note Obligations are paid in full, or if not arising from a Remedial Action the Pro Rata Shares of the Lenders and the Senior Noteholders at the time of such distribution until the respective Bank Credit Agreement Obligations and the Senior Note Obligations are paid in full. Any amounts paid to the Credit Agent and the Note Agent shall be allocated to the Lenders and the Senior Noteholders, respectively, in accordance with the terms of the Collateral Agency Agreement and the Senior Note Documents, respectively. The Note Agent and the Credit Agent agree that in the case of any such distribution, realization or application of any proceeds from the sale of other Disposition of any Anchor Property which does not constitute Bank Collateral, Senior Note Collateral or Shared Collateral, such proceeds shall be distributed to the Credit Agent and the Note Agent for application to the Bank Credit Agreement Obligations and the Senior Note Obligations, respectively, as if such proceeds were Shared Collateral and distributed pursuant to the provisions of this Section 3.3.

Priority on Distribution of Proceeds of Collateral. In the event of: (a) any distribution of any Collateral Sweetheart Property upon any the bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of the obligations and indebtedness of Communications, the Borrower or any of their SubsidiariesSweetheart, or the application of any Collateral Sweetheart Property to the payment thereof; (b) any distribution of the Collateral Sweetheart Property upon the liquidation or dissolution of Communications, the Borrower or any of their SubsidiariesSweetheart, or the winding up of the assets or business of Communications, the Borrower or any of their SubsidiariesSweetheart; (c) any realization by any of the Secured Creditors Lenders or the Credit Agent, the Trustee or the Collateral Agent with respect to the Liens pursuant to Lenders' Lien, the Credit Documents Secured Sale/Leaseback Lien, or the Collateral Agent's Lien, respectively, whether through a Remedial Action or otherwise; or (d) any Disposition of any CollateralSweetheart Property, to the extent that any part of the proceeds of such disposition Disposition are required to be applied to any of the Credit Agreement Obligations or the Secured Sale/Leaseback Obligations or held by the Credit Agent, the Trustee or the Collateral Agent in accordance with the provisions of the Credit Agreement, the Secured Sale/Leaseback Lease or any of the Collateral Security Documents, or the provisions of this Agreement; then, in any such event, as between the Secured Creditors Credit Agent and the Lenders, on the one hand, and the Trustee, on the other hand, (i) all of the Credit Agreement Collateral and any Proceeds thereof so distributed, applied or realized upon shall be distributed or paid to (or retained by) the Collateral Credit Agent for application to the Credit Agreement Obligations to the extent of the Lenders' Lien therein, and, after the payment in full of all Credit Agreement Obligations then due and owing, the remaining amount of such Proceeds (to the extent such Proceeds constitute Trustee Collateral) shall be distributed or paid to (or retained by) the Trustee for application to the Secured Sale/Leaseback Obligations, (ii) all of the Secured Sale/Leaseback Collateral and any Proceeds thereof so distributed, applied or realized upon shall be distributed or paid to (or retained by) the Trustee for application to the Secured Sale/Leaseback Obligations to the extent of the Secured Sale/Leaseback Lien therein and, after the payment in full of all Secured Sale/Leaseback Obligations then due and owing, the remaining amount of such Proceeds shall be distributed or paid to (or retained by) the Credit Agent or any Lender for application to the Credit Agreement Obligations, and (iii) all of the Shared Collateral and any Proceeds thereof so distributed, applied or realized upon shall be distributed, first, to the Collateral Agent to pay the Collateral Agent's fees, expenses and indemnities provided for in this Agreement, the Existing Credit Agreement and in the Shared Collateral Security Documents, in each case, to the extent related to its duties, obligations and liabilities as Collateral Agent or otherwise related to the Shared Collateral and, second, to the First Priority Secured Obligations Credit Agent and third, after the indefeasible payment in full in cash or cash equivalents of all First Priority Secured Obligations, the remaining amount of such Proceeds shall be distributed or paid to (or retained by) the Collateral Agent Trustee for application to the Second Priority Credit Agreement Obligations and the Secured Sale/Leaseback Obligations, respectively. Any amounts described in clause (iii) above available to be distributed to the Credit Agent and the Trustee shall be distributed to each based upon the Pro Rata Shares of the Lenders and the Trustee at the time of the commencement of any Remedial Action giving rise to such proceeds until the respective Credit Agreement Obligations then due and payablethe Secured Sale/Leaseback Obligations are paid in full, or if not arising from a Remedial Action the Pro Rata Shares of the Lenders and the Trustee at the time of such distribution until the respective Credit Agreement Obligations and the Secured Sale/Leaseback Obligations are paid in full. Any amounts paid to the Credit Agent and the Trustee shall be allocated to the Lenders and the Trustee (and by the Trustee to the Owner Participants), respectively, in accordance with the terms of the Credit Agreement and the Secured Sale/Leaseback Documents, respectively.

Priority on Distribution of Proceeds of Collateral. In the event of: (a) any distribution of any Collateral Borrower Property upon any the bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of the obligations and indebtedness of Communications, the Borrower or any of their SubsidiariesCredit Parties, or the application of any Collateral Borrower Property to the payment thereof; (b) any distribution of the Collateral Borrower Property upon the liquidation or dissolution of Communications, the Borrower or any of their SubsidiariesBorrower, or the winding up of the assets or business of Communications, the Borrower or any of their SubsidiariesCredit Parties; (c) any realization by any of the Loan Lenders, the Note Secured Creditors Parties, the Loan Agent or the Collateral Note Agent with respect to the Liens pursuant to Loan Lien or the Credit Documents Note Lien, respectively, whether through a Remedial Action or otherwisean Enforcement Action; or (d) any Disposition of any CollateralBorrower Property, to the extent that any part of the proceeds of such disposition Disposition are required to be applied to any of the Secured Loan Agreement Obligations or the Note Obligations or held by the Collateral Loan Agent or the Note Agent in accordance with the provisions of the Indenture, the Loan Agreement or any of the Collateral Security Documents, or the provisions of this Agreement, as applicable; then, in any such event, as between the Loan Lenders and the Note Secured Creditors Parties all of such distributions, realizations, collections and proceeds thereof shall be paid, applied and distributed in accordance with the priorities specified in Section 3.1 provided that the Shared Collateral and any Proceeds thereof so distributed, applied or realized upon shall shall, provided that the event giving rise to such Proceeds of Shared Collateral is in compliance with any applicable provisions of Section 3.10(b) be distributed or paid to (or retained by) the Collateral Agent for application distributed, first, to the Collateral Note Agent to pay the Collateral Agent's fees, expenses and indemnities provided for in this Agreement, the Existing Credit Agreement and in the Collateral Documents, second, application to the First Priority Secured Note Obligations then due and thirdowing and, after the indefeasible payment in full in cash or cash equivalents of all First Priority Secured Note Obligations, the remaining amount of such Proceeds shall be distributed or paid to (or retained by) the Collateral Loan Agent for application to the Second Priority Secured Obligations then due and payableLoan Agreement Obligations.

Priority on Distribution of Proceeds of Collateral. In the event of: (a) any distribution of any Collateral Borrower Property upon any the bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of the obligations and indebtedness of Communications, the Borrower or any of their SubsidiariesCredit Parties, or the application of any Collateral Borrower Property to the payment thereof; (b) any distribution of the Collateral Borrower Property upon the liquidation or dissolution of Communications, the Borrower or any of their SubsidiariesBorrower, or the winding up of the assets or business of Communications, the Borrower or any of their SubsidiariesCredit Parties; (c) any realization by any of the Loan Lenders, the Bridge Secured Creditors Parties, the Loan Agent or the Collateral a Bridge Agent with respect to the Liens pursuant to Loan Lien or the Credit Documents Bridge Lien, respectively, whether through a Remedial Action or otherwisean Enforcement Action; or (d) any Disposition of any CollateralBorrower Property, to the extent that any part of the proceeds of such disposition Disposition are required to be applied to any of the Secured Loan Agreement Obligations or the Bridge Obligations or held by the Collateral Loan Agent or a Bridge Agent in accordance with the provisions of the Interim Loan Agreements, the Loan Agreement or any of the Collateral Security Documents, or the provisions of this Agreement, as applicable; then, in any such event, as between the Loan Lenders and the Bridge Secured Creditors Parties all of such distributions, realizations, collections and proceeds thereof shall be paid, applied and distributed in accordance with the priorities specified in Section 3.1 provided that the Shared Collateral and any Proceeds thereof so distributed, applied or realized upon shall shall, provided that the event giving rise to such Proceeds of Shared Collateral is in compliance with any applicable provisions of Section 3.10(b) be distributed or paid to (or retained by) the Collateral Agent for application distributed, first, to the Collateral Agent to pay the Collateral Agent's fees, expenses and indemnities provided Bridge Agents for in this Agreement, the Existing Credit Agreement and in the Collateral Documents, second, application to the First Priority Secured Bridge Obligations then due and thirdowing and, after the indefeasible payment in full in cash or cash equivalents of all First Priority Secured Bridge Obligations, the remaining amount of such Proceeds shall be distributed or paid to (or retained by) the Collateral Loan Agent for application to the Second Priority Secured Obligations then due and payableLoan Agreement Obligations.

Priority on Distribution of Proceeds of Collateral. In the event of: (a) any distribution of any Collateral Xxxxxxxxx Property upon any the bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of the obligations and indebtedness of Communications, the Borrower Company or any of their Subsidiariesits Subsidiaries that is a party to a Security Document, or the application of any Collateral Xxxxxxxxx Property to the payment thereof; (b) any distribution of the Collateral Xxxxxxxxx Property upon the liquidation or dissolution of Communications, the Borrower Company or any Subsidiary of their Subsidiariesthe Company that is a party to a Security Document, or the winding up of the assets or business of Communications, the Borrower Company or any such Subsidiary of their Subsidiariesthe Company; (c) any realization by any of the Secured Creditors Revolver Agent, the Trustee, the Revolver Lenders or the Collateral Agent Note Lenders with respect to the Revolver Lenders' Liens pursuant to or the Credit Documents Noteholders' Liens, respectively, whether through a Remedial Action or otherwise; or (d) any Disposition of any CollateralXxxxxxxxx Property, to the extent that any part of the proceeds of such disposition Disposition are required to be applied to any of the Secured Revolver Obligations or the Note Obligations or held by the Collateral Revolver Agent or the Trustee in accordance with the provisions of any the Revolver Credit Documents, the Note Documents, or the provisions of the Collateral Documentsthis Agreement; then, in any such event, as between the Secured Creditors Revolver Lenders and the Noteholders (i) all of the Revolver Collateral and any Proceeds thereof so distributed, applied or realized upon shall be distributed or paid to (or retained by) the Collateral Revolver Agent for application first, to the Collateral Agent to pay the Collateral Agent's fees, expenses and indemnities provided for in this Agreement, the Existing Credit Agreement and in the Collateral Documents, second, Revolver Obligations to the First Priority Secured Obligations extent of the Revolver Lenders' Liens therein and third(ii) all of the Note Collateral and any Proceeds thereof distributed, after the indefeasible payment in full in cash applied or cash equivalents of all First Priority Secured Obligations, the remaining amount of such Proceeds realized upon shall be distributed or paid to (or retained by) the Collateral Agent Trustee for application to the Second Priority Secured Note Obligations then due to the extent of the Noteholders' Liens therein. Any amounts paid to the Revolver Agent and payablethe Trustee shall be allocated to the Revolver Lenders and the Noteholders, respectively, in accordance with the terms of the Revolver Credit Documents and the Note Documents, respectively.

Priority on Distribution of Proceeds of Collateral. In the event of: (a) any distribution of any Collateral OSM Property upon any the bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of the obligations and indebtedness of Communications, the Borrower Company or any of their Subsidiariesits Domestic Subsidiaries that is a party to a Security Document, or the application of any Collateral OSM Property to the payment thereof; (b) any distribution of the Collateral OSM Property upon the liquidation or dissolution of Communications, the Borrower Company or any Domestic Subsidiary of their Subsidiariesthe Company that is a party to a Security Document, or the winding up of the assets or business of Communications, the Borrower Company or any such Subsidiary of their Subsidiariesthe Company; (c) any realization by any of the Secured Creditors Revolver Agent, the Trustee, the Revolver Lenders or the Collateral Agent Noteholders with respect to the Revolver Lenders' Liens pursuant to or the Credit Documents Noteholders' Liens, respectively, whether through a Remedial Action or otherwise; or (d) any Disposition of any CollateralOSM Property, to the extent that any part of the proceeds of such disposition Disposition are required to be applied to any of the Secured Revolver Obligations or the Note Obligations or held by the Collateral Revolver Agent or the Trustee in accordance with the provisions of any the Revolver Credit Documents, the Note Documents, or the provisions of the Collateral Documentsthis Agreement; then, in any such event, as between the Secured Creditors Revolver Lenders and the Noteholders (i) all of the Revolver Collateral and any Proceeds thereof so distributed, applied or realized upon shall be distributed or paid to (or retained by) the Collateral Revolver Agent for application first, to the Collateral Agent to pay the Collateral Agent's fees, expenses and indemnities provided for in this Agreement, the Existing Credit Agreement and in the Collateral Documents, second, Revolver Obligations to the First Priority Secured Obligations extent of the Revolver Lenders' Liens therein and third(ii) all of the Note Collateral and any Proceeds thereof distributed, after the indefeasible payment in full in cash applied or cash equivalents of all First Priority Secured Obligations, the remaining amount of such Proceeds realized upon shall be distributed or paid to (or retained by) the Collateral Agent Trustee for application to the Second Priority Secured Note Obligations then due to the extent of the Noteholders' Liens therein. Any amounts paid to the Revolver Agent and payablethe Trustee shall be allocated to the Revolver Lenders and the Noteholders, respectively, in accordance with the terms of the Revolver Credit Documents and the Note Documents, respectively.