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 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 (i) 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 counterparty under any Lender Hedging Agreement), (ii) all amounts due and owing to the Collateral Agentcounterparties under any Lender Hedging Agreement, and (iii) all amounts due and owing to the Banks Lenders and their Affiliates. Any respective Affiliates in connection with any Banking Service Obligations; and fifth, 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. Notwithstanding the foregoing, amounts received from any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act shall not be applied to any Excluded Pari Passu Hedging Obligations (it being understood, that in the event that any amount is applied to Obligations other than Excluded Pari Passu Hedging Obligations as a result of this Section 7.06, the Administrative Agent may make such adjustments as it determines are appropriate to distributions pursuant to clause fourth above from amounts received from “eligible contract participants” under the Commodity Exchange Act to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause fourth above by the holders of any Excluded Pari Passu Hedging Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause fourth above). Administrative Agent shall incur no liability in connection with any determination of the existence or amount of Excluded Pari Passu Hedging Obligations and Administrative Agent may reserve from the application of amounts under this Section 7.06 any amounts it believes may be distributable in respect of Excluded Pari Passu Hedging Obligations until it has received evidence satisfactory to it of the existence, or lack of existence, and amount of such Excluded Pari Passu Hedging Obligations. Further, Administrative Agent may rely on certifications and representations from the Borrower in determining the existence and amount of such Excluded Pari Passu Hedging Obligations.

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 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 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 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 '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 Any cash held by the Secured Party as Pledged Collateral and all cash proceeds of any salereceived by the Secured Party from the sale of, collection of, or other realization upon all or of any part of the Pledged Collateral (as defined may, in each the discretion of the Security Documents) shall Secured Party, be held by the Secured Party as Pledged Collateral or applied by the Administrative Agent in accordance with the terms Secured Party against part of the Intercreditor Agreement; provided, however that if the Intercreditor Agreement has been terminated, the Administrative Agent shall apply such proceeds Secured Obligations in the following order: first, to payment of the reasonable expenses of such 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 Secured Party in connection therewith, and to the ratable payment of any other unreimbursed reasonable expenses for which the Administrative Agent Secured Party or any Bank Credit Party is to be reimbursed pursuant to the terms hereof Credit Agreement 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; fourthsecond, to the ratable payment of accrued but unpaid interest on the Advances owing under this Agreementthe Credit Agreement and the Notes; 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 Lenders in respect of the Advances and Letters of Credit under the Credit Agreement and the Notes; and fifthfourth, to the ratable payment of all other Secured 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 AffiliatesCredit Parties. Any surplus of such cash or cash proceeds held by the Administrative Agent Secured Party and remaining after the payment in full of all the Secured Obligations shall be promptly paid over to the Borrower Pledgor 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.