Common use of Application of Proceeds; Deficiency Clause in Contracts

Application of Proceeds; Deficiency. The Collateral Agent shall apply any proceeds from time to time held by it and the net proceeds of any collection, recovery, receipt, appropriation, realization or sale with respect to the Pledged Collateral to the payment of the Secured Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Agents under the Loan Documents, pro rata among the Agents according to the amount of the unpaid fees and expenses then due and owing and remaining unpaid to the Agents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Secured Obligations, pro rata among the Secured Parties according to the amounts of the Secured Obligations then due and owing and remaining unpaid to the Secured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Secured Obligations, pro rata among the Secured Parties according to the amounts of the Secured Obligations then held by the Secured Parties; and Fourth, any balance remaining after the Secured Obligations shall have been paid in full and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For the avoidance of doubt, it is understood that the Borrower and the Pledgor shall remain liable to the extent of any deficiency between the amount of proceeds of the Pledged Collateral and the aggregate amount of the Borrower Obligations or Pledgor Obligations, respectively, in accordance with the Loan Documents.

Application of Proceeds; Deficiency. The After the occurrence and during the continuation of an Event of Default, the Collateral Agent shall apply any proceeds from time to time held by it and the net proceeds of any collection, recovery, receipt, appropriation, realization or sale with respect to the Pledged Collateral to the payment of the Secured Obligations in the following orderorder of priority: Firstfirst, to pay incurred and unpaid fees the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Agents Collateral Agent’s agents and counsel, and all other expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification hereunder (in its capacity as the Collateral Agent and not as a Lender) and all advances made by the Collateral Agent hereunder for the account of the Company, and to the payment of all costs and expenses paid or incurred by the Collateral Agent in connection with the exercise of any right or remedy hereunder or under the Loan DocumentsCredit Agreement, pro rata among all in accordance with the Agents according to the amount of the unpaid fees and expenses then due and owing and remaining unpaid to the Agentsterms hereof or thereof; Secondsecond, to the Administrative Agent, for application by it towards payment extent of amounts then due and owing and remaining unpaid in respect any excess of the Secured Obligations, pro rata among the Secured Parties according to the amounts of the Secured Obligations then due and owing and remaining unpaid to the Secured Parties; Thirdsuch proceeds, to the Administrative Agent, for application by it towards prepayment payment of the Secured Obligations, pro rata among the Secured Parties according to the amounts of the all other Secured Obligations then held by for the ratable benefit of the Secured Parties; and Fourththird, any balance remaining after the Secured Obligations shall have been paid in full and the Commitments shall have terminated shall be paid over to the Borrower extent of any excess of such proceeds, to the payment to or upon the order of the Company or to whomsoever whosoever may be lawfully entitled to receive the same. For the avoidance same or as a court of doubt, it is understood that the Borrower and the Pledgor shall remain liable to the extent of any deficiency between the amount of proceeds of the Pledged Collateral and the aggregate amount of the Borrower Obligations or Pledgor Obligations, respectively, in accordance with the Loan Documentscompetent jurisdiction may direct.

Application of Proceeds; Deficiency. The Upon the exercise by the Collateral Agent shall apply of its remedies hereunder, any proceeds from time to time received by the Collateral Agent in respect of any realization upon any Collateral or upon payment under the Guaranty hereunder shall be applied, together with any other sums then held by it and the net proceeds of any collectionCollateral Agent pursuant to this Agreement, recoveryas follows: (i) first, receipt, appropriation, realization or sale with respect to the Pledged Collateral to the payment of the Secured Obligations in the following order: Firstall fees, to pay incurred costs, expenses and unpaid fees and expenses of the Agents under the Loan Documents, pro rata among the Agents according to the amount of the unpaid fees and expenses then indemnities due and owing and remaining unpaid to the AgentsCollateral Agent under this Agreement or any other Transaction Document, and any other Debenture Obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve and protect the Collateral or to preserve or protect its security interest in the Collateral, until paid in full; Second(ii) second, to the Administrative Agent, for application by it towards payment of amounts then all fees, costs, expenses and indemnities due and owing and remaining unpaid to the Holders in respect of the Secured obligations outstanding, pro rata based on each Holders pro rata share thereof, until paid in full; (iii) third, to the payment of all accrued and unpaid interest and payment premiums due and owing to the Holders in respect of all outstanding Debenture Obligations, pro rata among the Secured Parties according based on each Holders pro rata share thereof, until paid in full; (iv) fourth, to the amounts payment of all principal under the Debentures due and owing, pro rata based on each Holder’s pro rata share thereof, until paid in full; (v) fifth, to the payment of all other Debenture Obligations and Secured Obligations owing to each Holder under the Transaction Documents, pro based on each Holder’s pro rata share thereof; and (vi) sixth, to the Company or as any applicable Governmental Entity may direct. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations then due and owing the fees and remaining unpaid to the Secured Parties; Third, to the Administrative Agent, for application by it towards prepayment other charges of the Secured Obligations, pro rata among the Secured Parties according to the amounts of the Secured Obligations then held any attorneys employed by the Secured Parties; and Fourth, any balance remaining after the Secured Obligations shall have been paid in full and the Commitments shall have terminated shall be paid over Collateral Agent to the Borrower or to whomsoever may be lawfully entitled to receive the same. For the avoidance of doubt, it is understood that the Borrower and the Pledgor shall remain liable to the extent of any deficiency between the amount of proceeds of the Pledged Collateral and the aggregate amount of the Borrower Obligations or Pledgor Obligations, respectively, in accordance with the Loan Documentscollect such deficiency.

Application of Proceeds; Deficiency. The After the occurrence and during the continuation of an Event of Default, the Collateral Agent shall apply any proceeds from time to time held by it and the net proceeds of any collection, recovery, receipt, appropriation, realization or sale with respect to the Pledged Collateral to the payment of the Secured Obligations in the following orderorder of priority: Firstfirst, to pay incurred and unpaid fees the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Agents Collateral Agent’s agents and counsel, and all other expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification hereunder (in its capacity as the Collateral Agent and not as a Lender) and all advances made by the Collateral Agent hereunder for the account of the Pledgor, and to the payment of all costs and expenses paid or incurred by the Collateral Agent in connection with the exercise of any right or remedy hereunder or under the Loan DocumentsCredit Agreement, pro rata among all in accordance with the Agents according to the amount of the unpaid fees and expenses then due and owing and remaining unpaid to the Agentsterms hereof or thereof; Secondsecond, to the Administrative Agent, for application by it towards payment extent of amounts then due and owing and remaining unpaid in respect any excess of the Secured Obligations, pro rata among the Secured Parties according to the amounts of the Secured Obligations then due and owing and remaining unpaid to the Secured Parties; Thirdsuch proceeds, to the Administrative Agent, for application by it towards prepayment payment of the Secured Obligations, pro rata among the Secured Parties according to the amounts of the all other Secured Obligations then held by for the ratable benefit of the Secured Parties; and Fourththird, any balance remaining after the Secured Obligations shall have been paid in full and the Commitments shall have terminated shall be paid over to the Borrower extent of any excess of such proceeds, to the payment to or upon the order of the Pledgor or to whomsoever whosoever may be lawfully entitled to receive the same. For the avoidance same or as a court of doubt, it is understood that the Borrower and the Pledgor shall remain liable to the extent of any deficiency between the amount of proceeds of the Pledged Collateral and the aggregate amount of the Borrower Obligations or Pledgor Obligations, respectively, in accordance with the Loan Documentscompetent jurisdiction may direct.

Application of Proceeds; Deficiency. The Collateral Agent shall apply any proceeds from time to time held by it and the net proceeds of any collection, recovery, receipt, appropriation, realization or sale with respect the Collateral realized upon the exercise of remedies hereunder shall be applied by the Agent to the Pledged Collateral to the payment of the Secured Obligations in the following order: Firstorder unless a court of competent jurisdiction shall otherwise direct: (a) FIRST, to pay incurred and unpaid fees payment of all reasonable costs and expenses of the Agents Agent incurred in connection with the collection and enforcement of the Secured Obligations or of the security interest granted to the Agent pursuant to this Agreement, including all costs and expenses of any sale pursuant to this Agreement, and of any judicial or private proceedings in which such sale may be made, and of all other expenses, Secured Obligations and advances made or incurred by the Agent; (b) SECOND, to payment, pro rata, of that portion of the Secured Obligations constituting accrued and unpaid interest and fees, together with (to the extent permitted by law) interest owing thereon at the applicable default rate from the date due, owing or unpaid until paid in full; (c) THIRD, to payment, pro rata, of the principal of the Secured Obligations and the aggregate Swap Termination Value under the Loan all Rate Swap Documents, in each case then due, owing or unpaid; (d) FOURTH, to payment, pro rata among rata, of any other Secured Obligations then due, owing or unpaid until paid in full including any Secured Obligations incurred pursuant to this Agreement; and (e) FIFTH, the Agents according to the amount balance, if any, after all of the unpaid fees and expenses then due and owing and remaining unpaid Secured Obligations have been satisfied, shall be remitted as required by law. The Debtors shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to the Agents; Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of pay the Secured Obligations, pro rata among including the Secured Parties according to the amounts fees and disbursements of the Secured Obligations then due and owing and remaining unpaid to the Secured Parties; Third, to the Administrative Agent, for application by it towards prepayment of the Secured Obligations, pro rata among the Secured Parties according to the amounts of the Secured Obligations then held any attorneys engaged by the Secured Parties; and Fourth, Agent or any balance remaining after the Secured Obligations shall have been paid in full and the Commitments shall have terminated shall be paid over other Guaranteed Creditor to the Borrower or to whomsoever may be lawfully entitled to receive the same. For the avoidance of doubt, it is understood that the Borrower and the Pledgor shall remain liable to the extent of any deficiency between the amount of proceeds of the Pledged Collateral and the aggregate amount of the Borrower Obligations or Pledgor Obligations, respectively, in accordance with the Loan Documentscollect such deficiency.