Allocation of Proceeds of Collateral Sample Clauses

Allocation of Proceeds of Collateral. Notwithstanding any other provisions of this Agreement to the contrary, after the exercise of remedies by an Agent or the Lenders pursuant to Article XII (or after the Loans (with accrued interest thereon) shall automatically become due and payable in accordance with the terms hereof, other than pursuant to Section 3.01 or 3.02), all payments received from the Borrower and all proceeds of Collateral shall be paid over or delivered to the Administrative Agent for distribution as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent and the Collateral Agent and to the payment of any fees owed to the Administrative Agent or the Collateral Agent; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Term A Lenders under the Loan Documents; THIRD, to the payment of all of the Obligations to the Term A Lenders consisting of accrued fees and interest; FOURTH, to the payment of the outstanding principal amount of the Term A Loans; FIFTH, to all other Obligations to the Term A Lenders which shall have become due and payable under the Loan Documents and not repaid pursuant to clauses “SECOND” through “FOURTH” above; SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Term B Lenders under the Loan Documents; SEVENTH, to the payment of all of the Obligations to the Term B Lenders consisting of accrued fees and interest; EIGHTH, to the payment of the outstanding principal amount of the Term B Loans; NINTH, to all other Obligations to the Term B Lenders which shall have become due and payable under the Loan Documents and not repaid pursuant to clauses “SIXTH” through “EIGHTH” above; TENTH, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Hedging Agreement Providers under the Hedging Agreements; and ELEVENTH, to the payment of all of the Obligations to the Hedging Agreement Providers under the Hedging Agreements; and TWELFTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied equally and ratably in the numerical order provided until exhausted prior to the application to the next succeeding category; (ii) each of the Term A Lenders shall receive ...
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Allocation of Proceeds of Collateral. (a) Each of the Agents, the Lenders and the Export-Related Lender hereby agree that all Proceeds of the Lender Priority Collateral shall be applied as follows: (i) first, to the Administrative Agent and the Canadian Administrative Agent for application to the Secured Obligations other than the Export-Related Obligations in accordance with the Loan Documents until such Secured Obligations have been paid in full; and (ii) second, to the Export-Related Lender for application to the Export-Related Obligations in accordance with the Export-Related Financing Documents until the Export-Related Obligations have been paid in full. (b) Each of the Agents, the Lenders and the Export-Related Lender hereby agree that all Proceeds of the Export-Related Priority Collateral shall be applied as follows: (i) first, to the Export-Related Lender for application to the Export-Related Obligations in accordance with the Export-Related Financing Documents until the Export-Related Obligations have been paid in full; and (ii) second, to the Administrative Agent and the Canadian Administrative Agent for application to the Secured Obligations in accordance with the Loan Documents until the Secured Obligations other than the Export-Related Obligations have been paid in full.
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Allocation of Proceeds of Collateral. The undersigned hereby acknowledge and agree that in the event of a Default or Event of Default under the Colonial Credit Agreement and/or under the ACM Credit Agreement, all proceeds of collateral received through a liquidation of collateral or otherwise following such Default or Event of Default, will be allocated to the Banks (as defined in the Colonial Credit Agreement and the ACM Credit Agreement) on a Pro Rata Basis. For purposes of this Section 2, the term “Pro Rata Basis” shall mean the proportion which each Bank’s Aggregate Commitment bears to the total amount of all Banks’ Aggregate Commitments at the time of determination thereof. “Aggregate Commitment” shall mean the total commitment of a Bank under the Colonial Credit Agreement and/or the ACM Credit Agreement.
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Allocation of Proceeds of Collateral 
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Related to Allocation of Proceeds of Collateral

  • Application of Proceeds of Collateral Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, upon the termination of the Revolving Credit Aggregate Commitment, the acceleration of any Indebtedness arising under this Agreement and/or the exercise of any other remedy in each case by the requisite Lenders under Section 9.2 hereof, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), any obligations owing by any Credit party under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable law, as the case may be.

  • Proceeds of Collateral Borrowers shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If any Borrower or Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account.

  • Application of Collateral Proceeds The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of or received by Agent or any Lender after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ Expenses; (b) Second, to the payment to each Lender, on a ratable basis, of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.

  • Distribution of Collateral Proceeds In the event that, following the occurrence or during the continuance of any Event of Default, any monies are received 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 to protect or preserve the collateral or 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 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 shall determine; provided, however, that (i) distributions in respect of such Obligations shall be made pari passu among Obligations with respect to the Agent's fee payable pursuant to Section 4.3 and all other Obligations, (ii) in the event that any Bank shall have wrongfully failed or refused to make an advance under Section 2.7 and such failure or refusal shall be continuing, advances made by other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iii) 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 their 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 the Borrower or to such other Persons as are entitled thereto.

  • Application of Proceeds of Sale The proceeds of any sale of Collateral pursuant to Section 6, as well as any Collateral consisting of cash, shall be applied by the Collateral Agent as follows: FIRST, to the payment of all costs and expenses incurred by the Collateral Agent in connection with such sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Document on behalf of any Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.