Common use of Distribution of Collateral Proceeds Clause in Contracts

Distribution of Collateral Proceeds. In the event that following the occurrence or during the continuance of any Default or Event of Default, Lender receives any monies 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 Lender for or in respect of all reasonable costs, expenses and disbursements which shall have been incurred by Lender in connection with the collection of such monies by Lender, for the exercise, protection or enforcement by Lender of all or any of the rights, remedies, powers and privileges of the Lender under this Credit Agreement, the Note or any of the other Credit Documents or in respect of the Collateral and to provide adequate indemnity to Lender against all taxes or liens which by law shall have, or may have, priority over the rights of Lender to such monies; (b) Second, to all other Obligations in such order or preference as Lender may determine; provided, however, that Lender may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to Lender of all of the Obligations, to the payment of any obligations required to be paid pursuant to the Uniform Commercial Code of the State of Michigan; and (d) Fourth, the excess, if any, shall be returned to the Credit Parties or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that that, following the occurrence or during the continuance of any Default or Event of Default, Lender the Agent or any Bank, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, its rights hereunder or otherwise with respect to the realization upon under any of the Collateralother Credit Documents, such monies shall be distributed for application as follows: (a) 10.4.1 First, to the payment of, or (as the case may be) the reimbursement of Lender of, the Agent for or in respect of all reasonable costs, expenses expenses, disbursements and disbursements losses which shall have been incurred or sustained by Lender the Agent in connection with the collection of such monies by Lenderthe Agent, for the exercise, protection or enforcement by Lender the Agent of all or any of the rights, remedies, powers and privileges of the Lender Agent under this Credit Agreement, the Note Agreement or any of the other Credit Documents or in respect support of the Collateral and to provide any provision of adequate indemnity to Lender the Agent against all any taxes or liens which by law shall have, or may have, priority over the rights of Lender the Agent to such monies; (b) Second10.4.2 Secondly, to all other Obligations in such order or preference as Lender the Majority Banks may determine; providedPROVIDED, howeverHOWEVER, that Lender distributions in respect of each type of Obligation (such as interest, principal, fees and expenses), and further with respect to Loans and the Bond, shall be made among the Banks PRO RATA; and PROVIDED, FURTHER, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to Lender of all of the Obligations, to the payment of any obligations required to be paid pursuant to the Uniform Commercial Code of the State of Michigan; and (d) Fourth, the excess, if any, shall be returned to the Credit Parties or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that that, following the occurrence or and during the continuance of any Default or Event of Default, Lender the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Loan 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 Lender the Administrative Agent for or in respect of of, all reasonable costs, expenses expenses, disbursements and disbursements losses which shall have been incurred or sustained by Lender the Administrative Agent in connection with the collection of such monies by Lenderthe Administrative Agent, for the exercise, protection or enforcement by Lender the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Lender Administrative Agent under this Credit Agreement, the Note Agreement or any of the other Credit Loan Documents or in respect of the Collateral and to provide or in support of any provision of adequate indemnity to Lender the Administrative Agent against all any taxes or liens which by law shall have, or may have, priority over the rights of Lender the Administrative Agent to such monies; (b) Second, pro rata to each of the Lenders to all other Obligations in such order or preference as Lender may determine; Liabilities, provided, however, that Lender may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to Lender of all proceeds from the liquidation of the Obligations, Real Estate shall be first applied to the payment of any obligations required to be paid pursuant to Term Loan, pro rata, with the Uniform Commercial Code of the State of Michigan; and (d) Fourth, the excessremaining balance, if any, shall to be returned applied to the Credit Parties or to such all other Persons as are entitled thereto.Liabilities on a pro rata basis;

Distribution of Collateral Proceeds. In the event that that, following the occurrence or and during the continuance of any Default or Event of Default, Lender the Agent or any Bank, as the case may be, receives any monies 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 Lender of, the Agent for or in respect of all reasonable costs, expenses expenses, disbursements and disbursements losses which shall have been incurred or sustained by Lender the Agent in connection with the collection of such monies by Lenderthe Agent, for the exercise, protection or enforcement by Lender the Agent of all or any of the rights, remedies, powers and privileges of the Lender Agent or the Banks under this Credit Agreement, the Note Agreement or any of the other Credit Loan Documents or in respect of the Collateral and to provide or in support of any provision of adequate indemnity to Lender the Agent against all any taxes or liens which by law shall have, or may have, priority over the rights of Lender the Agent to such monies; (b) Second, to all other Obligations in such order or preference as Lender may determinepro rata based upon the amount of the Obligations due each of the Agent and the Banks; and provided, howeverfurther, that Lender the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to Lender the Majority Banks of all of the Obligations, to the payment of any obligations required to be paid pursuant to ss.9-504(1)(c) of the Uniform Commercial Code of the State of MichiganConnecticut or any similar law; and (d) Fourth, the excess, if any, shall be returned to the Credit Parties Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that that, following the occurrence or during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies 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 Lender the Agent for or in respect of all reasonable costs, expenses expenses, disbursements and disbursements losses which shall have been incurred or sustained by Lender the Agent in connection with the collection of such monies by Lenderthe Agent, for the exercise, protection or enforcement by Lender the Agent of all or any of the rights, remedies, powers and privileges of the Lender Agent or the Lenders under this Credit Agreement, the Note Agreement or any of the other Credit Loan Documents or in respect of the Collateral and to provide or in support of any provision of adequate indemnity to Lender the Agent against all any taxes or liens which by law shall have, or may have, priority over the rights of Lender the Agent to such monies; (b) Second, to all other Obligations in such order or preference as Lender the Requisite Lenders may determine; provided, however, that Lender distribution in respect of such Obligations shall be made among the Lenders pro rata in accordance with each Lender's respective Commitment Percentage; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to Lender the Lenders and the Agent of all of the Obligationsobligations, and to the payment of any obligations required to be paid pursuant to the Uniform Commercial Code of the State of Michiganapplicable laws applicable to such enforcement; and (d) Fourth, the excess, if any, shall be returned to the Credit Parties Borrower or to such other Persons as are legally entitled thereto.

Distribution of Collateral Proceeds. In the event that that, following the occurrence or during the continuance of any Default or Event of Default, Lender the Agent or any Bank as the case may be, receives any monies 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 Lender the Agent for or in respect of all reasonable costs, expenses expenses, disbursements and disbursements losses which shall have been incurred or sustained by Lender the Agent in connection with the collection of such monies by Lenderthe Agent, for the exercise, protection or enforcement by Lender the Agent of all or any of the rights, remedies, powers and privileges of the Lender Agent or the Banks under this Credit Agreement, the Note Agreement or any of the other Credit Loan Documents or in respect of the Collateral and to provide or in support of any provision of adequate indemnity to Lender the Agent against all any taxes or liens which by law shall have, or may have, priority over the rights of Lender the Agent to such monies; ; (b) Second, to all other Obligations in such order or preference as Lender the Requisite Banks may determine; provided, however, that Lender distribution in respect of such Obligations shall be made among the Banks pro rata in accordance with each Bank's respective Commitment Percentage; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; ; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to Lender of all of the Obligations, to the payment of any obligations required to be paid pursuant to the Uniform Commercial Code of the State of Michigan; and (d) Fourth, the excess, if any, shall be returned to the Credit Parties or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that that, following the occurrence or and during the continuance of any Default or Event of Default, Lender receives 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 CollateralCollateral or other assets of Borrower or the Guarantors, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of Lender the Agent for or in respect of of, all reasonable costs, expenses expenses, disbursements and disbursements losses which shall have been paid, incurred or sustained by Lender the Agent to protect or preserve the Collateral or in connection with the collection of such monies by Lenderthe Agent, for the exercise, protection or enforcement by Lender the Agent of all or any of the rights, remedies, powers and privileges of the Lender Agent or the Lenders under this Credit Agreement, the Note Agreement or any of the other Credit Loan Documents or in respect of the Collateral and to provide or in support of any provision of adequate indemnity to Lender the Agent against all any taxes or liens which by law shall have, or may have, priority over the rights of Lender the Agent or the Lenders to such monies; (b) Second, to all other Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy) in such order or preference as Lender may the Required Lenders shall determine; provided, however, that Lender may in its discretion make proper allowance to take into account any Obligations not then due and payable; (ci) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to Lender of all of the Obligations, to the payment of any obligations required to be paid pursuant to the Uniform Commercial Code of the State of Michigan; and (d) Fourth, the excess, if any, Swing Loans shall be returned to the Credit Parties or to such other Persons as are entitled thereto.repaid first,

Distribution of Collateral Proceeds. In the event that that, following the occurrence or during the continuance of any Default or Event of Default, Lender the Agent or any Bank, as the case may be, receives any monies 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 Lender the Agent for or in respect of all reasonable costs, expenses expenses, disbursements and disbursements losses which shall have been incurred or sustained by Lender the Agent in connection with the collection of such monies by Lenderthe Agent, for the exercise, protection or enforcement by Lender the Agent of all or any of the rights, remedies, powers and privileges of the Lender Agent under this Credit Agreement, the Note Agreement or any of the other Credit Loan Documents or in respect of the Collateral and to provide or in support of any provision of adequate indemnity to Lender the Agent against all any taxes or liens which by law shall have, or may have, priority over the rights of Lender the Agent to such monies; ; (b) Second, to all other Obligations in such order or preference as Lender the Majority Banks may determine; providedPROVIDED, howeverHOWEVER, that Lender (i) distributions shall be made with respect to each type of Obligation owing to the Banks, such as interest, principal, fees and expenses, among the Banks PRO RATA, and (ii) the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; ; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to Lender of all of the Obligations, to the payment of any obligations required to be paid pursuant to the Uniform Commercial Code of the State of Michigan; and (d) Fourth, the excess, if any, shall be returned to the Credit Parties or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that following the occurrence or during the continuance of any Default or Event of Default, Lender the Agent or any Bank, as the case may be, receives any monies 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 Lender the Agent for or in respect of all reasonable costs, expenses expenses, disbursements and disbursements losses which shall have been incurred or sustained by Lender the Agent in connection with the collection of such monies by Lenderthe Agent, for the exercise, protection or enforcement by Lender the Agent of all or any of the rights, remedies, powers and privileges of the Lender Agent under this Credit Agreement, the Note Agreement or any of the other Credit Loan Documents or in respect of the Collateral and to provide or in support of any provision of adequate indemnity to Lender the Agent against all any taxes or liens which by law shall have, or may have, priority over the rights of Lender the Agent to such monies; (b) Second, to all other Obligations in such order or preference as Lender the Majority Banks may determine; provided, however, that Lender (i) distributions shall be made with respect to each type of Obligation owing to the Banks, such as interest, principal, fees and expenses, among the Banks pro rata, and (ii) the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to Lender the Banks and the Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-608 of the Uniform Commercial Code of the State Commonwealth of MichiganMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Credit Parties Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that that, following the occurrence or and during the continuance of any Default or Event of Default, Lender the Agents or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Loan 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 Lender the Agents for or in respect of of, all reasonable costs, expenses expenses, disbursements and disbursements losses which shall have been incurred or sustained by Lender the Agents in connection with the collection of such monies by Lenderthe Agents, for the exercise, protection or enforcement by Lender the Agents of all or any of the rights, remedies, powers and privileges of the Lender Agents under this Credit Agreement, the Note Agreement or any of the other Credit Loan Documents or in respect of the Collateral and to provide or in support of any provision of adequate indemnity to Lender the Agents against all any taxes or liens which by law shall have, or may have, priority over the rights of Lender the Agents to such monies; (b) Second, pro rata to each of the Lenders to all other Obligations in such order or preference as Lender may determine; provided, however, that Lender may in its discretion make proper allowance to take into account any Obligations not then due and payableLiabilities; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to Lender the Lenders and the Agents of all of the ObligationsLiabilities, to the payment of any obligations required to be paid pursuant to 9-504(1)(c) of the Uniform Commercial Code of the State Commonwealth of MichiganMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Credit Parties Borrowers or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that following the occurrence or that, during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies 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 Lender the Agent for or in respect of all reasonable costs, expenses expenses, disbursements and disbursements losses which shall have been incurred or sustained by Lender the Agent in connection with the collection of such monies by Lenderthe Agent, for the exercise, protection or enforcement by Lender the Agent of all or any of the rights, remedies, powers and privileges of the Lender Agent or the Lenders under this Credit Agreement, the Note Agreement or any of the other Credit Loan Documents or in respect of the Collateral and to provide or in support of any provision of adequate indemnity to Lender the Agent against all any taxes or liens which by law shall have, or may have, priority over the rights of Lender the Agent to such monies; (b) Second, to all other Obligations in such order or preference as Lender the Majority Lenders may determine; provided, however, that Lender distribution in respect of such Obligations shall be made among the Lenders pro rata in accordance with each Lender's respective Commitment Percentage; and provided, further, that the Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to Lender the Lenders and the Agent of all of the Obligationsobligations, and to the payment of any obligations required to be paid pursuant to the Uniform Commercial Code of the State of Michiganapplicable laws applicable to such enforcement; and (d) Fourth, the excess, if any, shall be returned to the Credit Parties Borrower or to such other Persons as are legally entitled thereto.

Distribution of Collateral Proceeds. In the event that that, following the occurrence or during the continuance of any Default or Event of Default, Lender the Bank receives any monies 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 Lender of, the Bank for or in respect of all reasonable costs, expenses expenses, disbursements and disbursements losses which shall have been incurred or sustained by Lender the Bank in connection with the collection of such monies by Lenderthe Bank, for the exercise, protection or enforcement by Lender the Bank of all or any of the rights, remedies, powers and privileges of the Lender Bank under this Credit Agreement, the Note Agreement or any of the other Credit Loan Documents or in respect of the Collateral and to provide or in support of any provision of adequate indemnity to Lender the Bank against all any taxes or liens which by law shall have, or may have, priority over the rights of Lender the Bank to such monies; (b) Second, to all other Obligations in such order or preference as Lender the Bank may determine; and provided, however, further that Lender the Bank may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to Lender the Bank of all of 49 55 the Obligations, to the payment of any obligations required to be paid pursuant to the Uniform Commercial Code Section 9-504(1)(c) of the State of MichiganUCC; and (d) Fourth, the excess, if any, shall be returned to the Credit Parties Borrower or to such other Persons as are entitled thereto.