Common use of Application of Collateral Clause in Contracts

Application of Collateral. The proceeds of any sale, or other realization upon all or any part of the Collateral (as defined in each of the Security Documents) shall be applied by the Administrative Agent in accordance with the terms of the Intercreditor Agreement; provided, however that if the Intercreditor Agreement has been terminated, the Administrative Agent shall apply such proceeds in the following order: first, to payment of the reasonable expenses of sale or other realization of such Collateral, including reasonable compensation to the Administrative Agent and its agents and counsel; second, to the payment of all reasonable expenses, liabilities, and advances incurred or made by the Administrative Agent in connection therewith, and to the ratable payment of any other unreimbursed reasonable expenses for which the Administrative Agent or any Bank is to be reimbursed pursuant to the terms hereof or any other Credit Document; third, to the ratable payment of accrued but unpaid agent's fees, commitment fees, letter of credit fees, and fronting fees owing to the Administrative Agent, the Issuing Bank, and the Banks in respect of the Advances and Letters of Credit under this Agreement and the Notes; fourth, to the ratable payment of accrued but unpaid interest on the Advances owing under this Agreement; and fifth, to the ratable payment of all other Obligations which relate to the Advances, Letters of Credit, any Interest Rate Contract between the Borrower or any Subsidiary and a Bank or an Affiliate thereof, or any Hydrocarbon Hedge Agreement between the Borrower or any Subsidiary and a Bank or an Affiliate thereof and which are owing to the Administrative Agent, the Collateral Agent, the Banks and their Affiliates. Any surplus of such cash or cash proceeds held by the Administrative Agent and remaining after the payment in full of all the Obligations shall be promptly paid over to the Borrower or to whoever may be lawfully entitled to receive such surplus.

Application of Collateral. The proceeds of any sale, or other realization upon all or any part of the Collateral (as defined in each of the Security Documents) shall be applied by the Administrative Agent in accordance with the terms of the Intercreditor Agreement; provided, however that if the Intercreditor Agreement has been terminated, the Administrative Agent shall apply such proceeds in the following order: first, to payment of the reasonable expenses of sale or other realization of such Collateral, including reasonable compensation to the Administrative Agent and its agents and counsel; second, to the payment of all reasonable expenses, liabilities, and advances incurred or made by the Administrative Agent in connection therewithwith the sale or other realization of such Collateral, and to the ratable payment of any other unreimbursed reasonable expenses for which the Administrative Agent or any Bank Lender is to be reimbursed pursuant to the terms hereof or any other Credit Document; thirdsecond, to the ratable payment of accrued but unpaid agent's ’s fees, commitment fees, letter of credit fees, and fronting fees owing to the Administrative Agent, the Issuing BankBanks, and the Banks Lenders in respect of the Advances and Letters of Credit under this Agreement and the Notes; fourththird, to the ratable payment of accrued but unpaid interest on the Advances owing under this AgreementAgreement and the Notes; and fifthfourth, to the ratable payment of all other Obligations which relate to the Advances, Advances and Letters of Credit, any Interest Rate Contract between the Borrower or any Subsidiary and a Bank or an Affiliate thereof, or any Hydrocarbon Hedge Agreement between the Borrower or any Subsidiary and a Bank or an Affiliate thereof Credit and which are owing to the Administrative AgentAgent and the Lenders (other than amounts owing to any Lender or Affiliate of any Lender under any Lender Hedging Agreement); fifth, to the Collateral Agent, ratable payment of all amounts due and owing to the Banks Lenders and their Affiliates. Any respective Affiliates under any Lender Hedging Agreement; sixth, to the ratable payment of all amounts due and owing to the Lenders and their respective Affiliates in connection with any Banking Service Obligations; and seventh, any surplus of such cash or cash proceeds held by the Administrative Agent and remaining after the payment in full of all the Obligations shall be promptly paid over to the Borrower or to whoever may be lawfully entitled to receive such surplus.

Application of Collateral. The proceeds of any sale, or other realization upon all or any part of the Collateral (as defined in each of the Security Documents) shall be applied by the Administrative Agent in accordance with the terms of the Intercreditor Agreement; provided, however that if the Intercreditor Agreement has been terminated, the Administrative Agent shall apply such proceeds in the following order: first, to payment of the reasonable expenses of sale or other realization of such Collateral, including reasonable compensation to the Administrative Agent and its agents and counsel; second, to the payment of all reasonable expenses, liabilities, and advances incurred or made by the Administrative Agent in connection therewithwith the sale or other realization of such Collateral, and to the ratable payment of any other unreimbursed reasonable expenses for which the Administrative Agent or any Bank is to be reimbursed pursuant to the terms hereof or any other Credit Document; thirdsecond, to the ratable payment of accrued but unpaid agent's ’s fees, commitment fees, letter of credit fees, and fronting fees owing to the Administrative Agent, the Issuing Bank, and the Banks in respect of the Advances and Letters of Credit under this Agreement and the Notes; fourththird, to the ratable payment of accrued but unpaid interest on the Advances owing under this AgreementAgreement and the Notes; and fifthfourth, to the ratable payment of all other Obligations which relate to the Advances, Advances and Letters of Credit, any Interest Rate Contract between the Borrower or any Subsidiary and a Bank or an Affiliate thereof, or any Hydrocarbon Hedge Agreement between the Borrower or any Subsidiary and a Bank or an Affiliate thereof Credit and which are owing to the Administrative AgentAgent and the Banks (other than amounts owing to any Bank or Affiliate of any Bank under any Interest Rate Contract); fifth, to the Collateral Agent, ratable payment of all amounts owing to the Banks and their Affiliates. Any respective Affiliates under any Interest Rate Contract; and sixth, any surplus of such cash or cash proceeds held by the Administrative Agent and remaining after the payment in full of all the Obligations shall be promptly paid over to the Borrower or to whoever may be lawfully entitled to receive such surplus.

Application of Collateral. The proceeds of any sale, or other realization upon all or any part of the Collateral (as defined in each of the Security Documents) shall be applied by the Administrative Agent in accordance with the terms of the Intercreditor Agreement; provided, however that if the Intercreditor Agreement has been terminated, the Administrative Agent shall apply such proceeds in the following order: first, to payment of the reasonable expenses of sale or other realization of such Collateral, including reasonable compensation to the Administrative Agent and its agents and counsel; second, to the payment of all reasonable expenses, liabilities, and advances incurred or made by the Administrative Agent in connection therewithwith the sale or other realization of such Collateral, and to the ratable payment of any other unreimbursed reasonable expenses for which the Administrative Agent or any Bank is to be reimbursed pursuant to the terms hereof or any other Credit Document; thirdsecond, to the ratable payment of accrued but unpaid agent's fees, commitment fees, letter of credit fees, and fronting fees owing to the Administrative Agent, the Issuing Bank, and the Banks in respect of the Advances and Letters of Credit under this Agreement and the Notes; fourththird, to the ratable payment of accrued but unpaid interest on the Advances owing under this AgreementAgreement and the Notes; and fifthfourth, to the ratable payment of all other Obligations which relate to the Advances, Advances and Letters of Credit, any Interest Rate Contract between the Borrower or any Subsidiary and a Bank or an Affiliate thereof, or any Hydrocarbon Hedge Agreement between the Borrower or any Subsidiary and a Bank or an Affiliate thereof Credit and which are owing to the Administrative AgentAgent and the Banks (other than amounts owing to any Bank or Affiliate of any Bank under any Interest Rate Contract); fifth, to the Collateral Agent, ratable payment of all amounts owing to the Banks and their Affiliates. Any respective Affiliates under any Interest Rate Contract; and sixth, any surplus of such cash or cash proceeds held by the Administrative Agent and remaining after the payment in full of all the Obligations shall be promptly paid over to the Borrower or to whoever may be lawfully entitled to receive such surplus.

Application of Collateral. The proceeds of any sale, or other realization upon all or any part of the Collateral (as defined in each of the Security Documents) shall be applied by the Administrative Agent in accordance with the terms of the Intercreditor Agreement; provided, however that if the Intercreditor Agreement has been terminated, the Administrative Agent shall apply such proceeds in the following order: first, to payment of the reasonable expenses of sale or other realization of such Collateral, including reasonable compensation to the Administrative Agent and its agents and counsel; second, to the payment of all reasonable expenses, liabilities, and advances incurred or made by the Administrative Agent in connection therewithwith the sale or other realization of such Collateral, and to the ratable payment of any other unreimbursed reasonable expenses for which the Administrative Agent or any Bank is to be reimbursed pursuant to the terms hereof or any other Credit Document; thirdsecond, to the ratable payment of accrued but unpaid agent's fees, commitment fees, letter of credit fees, and fronting fees owing to the Administrative Agent, the Issuing BankBanks, and the Banks in respect of the Advances and Letters of Credit under this Agreement and the Notes; fourththird, to the ratable payment of accrued but unpaid interest on the Advances owing under this AgreementAgreement and the Notes; and fifthfourth, to the ratable payment of all other Obligations which relate to the Advances, Advances and Letters of Credit, any Interest Rate Contract between the Borrower or any Subsidiary and a Bank or an Affiliate thereof, or any Hydrocarbon Hedge Agreement between the Borrower or any Subsidiary and a Bank or an Affiliate thereof Credit and which are owing to the Administrative AgentAgent and the Banks; and fifth, the Collateral Agent, the Banks and their Affiliates. Any any surplus of such cash or cash proceeds held by the Administrative Agent and remaining after the payment in full of all the Obligations shall be promptly paid over to the Borrower or to whoever may be lawfully entitled to receive such surplus.