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 Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit 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 Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; Second, to all other Obligations; provided that distributions shall be made (A) pari passu among the Obligations (including the Maximum Drawing Amount of the Letters of Credit); provided, that upon the reduction, cancellation, expiration or termination of any Letter of Credit, the Maximum Drawing Amount which has been included as an Obligation and any cash collateral held for the benefit of the Lenders in respect thereto will be redistributed pari passu to the Lenders in accordance with this 13.4(b)(A), and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata in accordance with the amount of all such Obligations outstanding; Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State of New York; and Fourth, the excess, if any, shall be returned to the Borrowers 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 Event of Default, the Administrative Agent Bank Agents or any Lender, as the case may be, applies any cash held pursuant to the Cash Collateral Agreement or receives any monies in connection with the enforcement of any of the Security Documents, Documents or otherwise with respect to the realization upon any of the Collateral, or by voluntary payment, setoff in accordance with 14 hereof or otherwise, such monies shall be distributed for application as follows: follows (it being understood that any amounts which are to be applied to the Revolving Credit Loans pursuant to this 13.4 shall, to the extent BBRF has advanced Revolving Credit Loans to the Borrower pursuant to 2.6.2 hereof for which a Settlement has not occurred, first be paid to BBRF to be applied to any Revolving Credit Loans made by BBRF to the Borrower pursuant to 2.6.2 hereof and in which a Settlement has not, at the time of such repayment, been effected): (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent Bank Agents and L/C Issuer for or in respect of all reasonable costs, expenses, disbursements and losses (to the extent such costs, expenses, disbursements or losses are reimbursable expenses by the Borrower pursuant to the terms of this Credit Agreement) which shall have been incurred or sustained by the Administrative Agent Bank Agents or L/C Issuer in connection with the collection of such monies by the Administrative AgentBank Agents or L/C Issuer, as the case may be, for the exercise, protection or enforcement by the Administrative Agent Bank Agents or L/C Issuer of all or any of the rights, remedies, powers and privileges of the Administrative Agent Bank Agents or L/C Issuer on behalf of the Lenders under this Credit 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 Administrative Agent Bank Agents or L/C Issuer against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent Bank Agents or L/C Issuer to such monies; (b) Second, to all other Obligations; provided that distributions shall be made (A) pari passu among Obligations in such order or preference as the Obligations (including the Maximum Drawing Amount of the Letters of Credit)Majority Lenders may determine; provided, however, that upon the reduction, cancellation, expiration or termination of any Letter of Credit, the Maximum Drawing Amount which has been included as an Obligation and any cash collateral held for the benefit of the Lenders distributions in respect thereto will be redistributed pari passu of Obligations owing to the Lenders in accordance with this 13.4(b)(A), and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, shall be made among the Lenders pro rata rata; and provided, further, that the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable, such amounts to be cash collateralized in accordance with the amount of all Cash Collateral Agreement (which cash collateral may be invested in Permitted Cash Collateral Investments) and Obligations with respect to such Obligations outstandinginterest rate protection arrangements and leases between the Borrower or Guarantor and the Administrative Agent or its Affiliates; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to 9-608(a)(1)(C) or 9-615(a)(3504(1)(c) of the Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrowers Borrower or to such other Persons as are entitled thereto. 14. SETOFF. Regardless of the adequacy of any Collateral, during the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Lenders, the Bank Agents or the L/C Issuer to the Borrower and any securities or other property of the Borrower in the possession of such Person may be applied to or set off by any Lender, the Bank Agents or the L/C Issuer, as the case may be, against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Person. Each of the Lenders agrees with each other Lender that (a) if an amount to be set off is to be applied to Indebtedness of the Borrower to any Lender, other than Indebtedness evidenced by the Notes held by any Lender or constituting Reimbursement Obligations owed to any Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes held by any Lender or constituting Reimbursement Obligations owed to any Lender, and (b) if any Lender shall receive from the Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by the Note held by, or constituting Reimbursement Obligations owed to, any Lender by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note held by such Lender, or Reimbursement Obligations owed to, any Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by, and Reimbursement Obligations owed to, all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Note held by it or Reimbursement Obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. 15.

Distribution of Collateral Proceeds. In the event that(a) On each Payment Date, following the occurrence or during the continuance of any so long as no Event of DefaultDefault has occurred and is continuing, the Administrative Agent or shall apply on such date the Available Amount released from the Blocked Account, any Lender, as amounts released from the case may be, receives any monies Liquidity Reserve Account in connection accordance with the enforcement terms of any Section 6.06 of the Security DocumentsAgreement, or otherwise with respect to and any other amounts the realization upon any Administrative Agent has received from the Borrower in the following order of the Collateral, such monies shall be distributed for application as followspriority: First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit 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 Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such moniesaccrued and unpaid Operating Expenses; Second, to all other Obligations; provided that distributions shall be made the payment to Manager of any accrued and unpaid indirect operating expenses in an amount equal to 4.75% of Adjusted Operating Revenues (A) pari passu among the Obligations (including the Maximum Drawing Amount of the Letters of Creditand any arrearages thereof); provided, that upon the reduction, cancellation, expiration or termination of any Letter of Credit, the Maximum Drawing Amount which has been included as an Obligation and any cash collateral held for the benefit of the Lenders in respect thereto will be redistributed pari passu to the Lenders in accordance with this 13.4(b)(A), and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata in accordance with the amount of all such Obligations outstanding; Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required costs, charges, expenses or liabilities incurred by the Administrative Agent and the Lenders in connection with the Loan Documents; Fourth, if PLM or any of its Affiliates is not the Manager, to be paid pursuant the payment to 9-608(a)(1)(C) or 9-615(a)(3) the manager of any management fees then due and payable (and any arrearages thereof); Fifth, to the payment to each Lender of its pro rata portion of any accrued and unpaid interest due under the Notes for such Payment Date; Sixth, to the payment to each Lender of an amount equal to its pro rata portion of the Uniform Commercial Code payment of the State of New York; and Fourth, the excessprincipal, if any, due under the Notes, for such Payment Date; Seventh, to the Liquidity Reserve Account, the amount necessary, if any, to restore the amount on deposit therein (calculated after giving effect to any withdrawals from the Liquidity Reserve Account on the Determination Date) to the Liquidity Reserve Required Amount; Eighth, to the payment to each Lender and the Administrative Agent of any other amount then due and owing to such Lender and/or the Administrative Agent under the Notes or any other Loan Document and not covered by the foregoing Clauses Third, Fifth, and Sixth; Ninth, if PLM or any of its Affiliates is the Manager, to the payment of a management fee then due and payable in an amount equal to 5.25% of Adjusted Operating Revenues (and any arrearages thereof); provided that, no such payment to the Manager shall be returned made if a Default under this Agreement or a Manager Event of Default (as defined in the Management Agreement) has occurred and is continuing; and Tenth, any remaining balance shall be divided and applied as follows: (i) one-fourth (25%) of such remaining balance shall be applied to the Borrowers outstanding principal of the Tranche A Loans or, if no Tranche A Loans shall remain outstanding, to the outstanding principal of Tranche B Loans, and (ii) three-fourths (75%) of such remaining balance shall be paid first to the Manager for any amounts owed to it pursuant to the Management Agreement and the remainder distributed to the Borrower or its designee. (b) If an Event of Default has occurred and is continuing, the Administrative Agent shall hold or apply the Available Amount released from the Blocked Account, the Liquidity Reserve Account and any amounts the Administrative Agent has received from the Borrower and, subject to Section 9.03 of the Security Agreement, from the proceeds of any sale of the Collateral, or any part thereof, and the proceeds of any remedy hereunder or under the Security Agreement in the following order of priority: (i) First, to the payment of any unpaid costs, charges, expenses or liabilities incurred by the Administrative Agent and any Lender in connection with the Loan Documents and the Collateral, including any maintenance expenses or other expenses incurred to preserve the value of the Equipment; (ii) Second, to payment to each Lender of any accrued and unpaid interest on the Notes held by such Lender, ratably and without priority of one Lender over another; (iii) Third, to payment to each Lender of all unpaid principal on the Notes held by such Lender, ratably without priority of one Lender over another (and for purposes of this clause, obligations under any Swap Agreement with a Swap Counterparty shall be paid on a pro rata basis with the Notes); (iv) Fourth, to payment to each Lender and Swap Counterparty of all other amounts, if any, due and payable under any of the Loan Documents, including without limitation, the Funding Loss Amount, if any, ratably and without priority of one Person over another; and (v) Fifth, the remaining balance, if any, to the Borrower or its designee. (c) All payments to be made under this Loan Agreement and under any Note, including the payment of any Funding Loss Amount, shall be made only from the income and the proceeds from the Equipment, the Equipment Leases and the other Collateral. Each holder of a Note, by its acceptance of such Note, agrees that it will look solely to the income and proceeds from the Equipment, the Equipment Leases and the other Collateral for distribution to such holder as provided herein and that none of the Manager, the PLM Growth Funds or their Affiliates (other Persons as are entitled thereto.than the Borrower) or their permitted successors and assigns is or shall be personally liable to the holder of any Note for any amount payable under such Note or this Loan Agreement. Section 1.16

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, 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 the Administrative Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Banks under this Credit 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 Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other ObligationsObligations in such order or preference as the Requisite Banks may determine; provided provided, however, that distributions distribution in respect of such Obligations shall be made (A) pari passu among the Obligations (including the Maximum Drawing Amount of the Letters of Credit); provided, that upon the reduction, cancellation, expiration or termination of any Letter of Credit, the Maximum Drawing Amount which has been included as an Obligation and any cash collateral held for the benefit of the Lenders in respect thereto will be redistributed pari passu to the Lenders in accordance with this 13.4(b)(A), and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders Banks pro rata in accordance with each Bank's respective Commitment Percentage; and provided, further, that the amount of all such Agent may in its discretion make proper allowance to take into account any Obligations outstandingnot then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lenders Requisite Banks and the Administrative Agent of all of the Obligationsobligations, and to the payment of any obligations required to be paid pursuant to 9-608(a)(1)(C) or 9-615(a)(3504(1)(c) of the Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrowers Borrower or to such other Persons as are legally entitled thereto. 12.5.

Distribution of Collateral Proceeds. In From and after the event thatdate on which Agent has taken any action pursuant to this Article 9 and until all Obligations have been paid in full in cash, following the occurrence any and all proceeds received by Agent or during the continuance any Lender from any disposition of any Event Collateral or the exercise of Default, the Administrative any other remedy by Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application applied as follows: First, to the payment of, or (as the case may be) the reimbursement that portion of the Administrative Agent for or in respect Obligations constituting fees, indemnities, expenses and other amounts (including reasonable fees, charges and disbursements of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by counsel to the Administrative Agent) due to the Agent in connection with the collection of such monies by the Administrative Agentits capacity as such, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or until paid in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such moniesfull; Second, to all other ObligationsAdvances made by Agent or any Lender to protect, preserve or defend the Collateral until repaid in full; provided Third, to that distributions shall be made (A) pari passu among portion of the Obligations constituting fees, indemnities and other amounts (including other than principal, interest, fees and other Obligations expressly described below) payable to the Maximum Drawing Amount of the Letters of Credit); provided, that upon the reduction, cancellation, expiration or termination of any Letter of Credit, the Maximum Drawing Amount which has been included as an Obligation and any cash collateral held for the benefit of Lenders ratably among the Lenders in respect thereto will be redistributed pari passu proportion to the respective interests until paid in full; Fourth, to that portion of the Obligations constituting accrued and unpaid interest due pursuant to Section 2.7(b) on the Outstanding Principal Balance and other Obligations, ratably among the Lenders in accordance with this 13.4(b)(A), and (B) with respect to each type of Obligation owing proportion to the Lendersrespective interests until paid in full; Fifth, such as interest, principal, fees and expenses, to that portion of the Obligations constituting unpaid Non-Utilization Fees ratably among the Lenders pro rata in accordance with proportion to their respective interests until paid in full; Sixth, to that portion of the amount Obligations constituting the Final Payment Fee ratably among the Lenders in proportion to their respective funded Advances until paid in full; Seventh, to that portion of all such the Obligations outstanding; Thirdconstituting unpaid principal on the Outstanding Principal Balance, upon payment and satisfaction ratably among the Lenders in full or other provisions for payment in full satisfactory proportion to the Lenders respective interests until paid in full; Eighth, to all other Obligations that are due and payable to the Agent and the Administrative Agent other Lenders, or any of all of them, on such date, ratably among the Obligations, Lenders in proportion to the payment of any obligations required to be respective interests until paid pursuant to 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State of New Yorkin full; and FourthLast, the excessbalance, if any, shall be returned to the Borrowers or to such other Persons as are entitled theretootherwise required by applicable law.

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any the Security DocumentsAgreement, the Pledge Agreement or any Additional Pledge Agreements, or otherwise with respect to the realization upon any of the Collateral, the Pledged Equity or Additional Pledged Equity, 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 Administrative Agent for or in respect of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or the Pledged Equity or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations; provided that distributions shall be made (A) pari passu among the Obligations (including the Maximum Drawing Amount of the all outstanding Letters of Credit); provided, that upon the reduction, cancellation, expiration or termination of any Letter of Credit, the Maximum Drawing Amount of all outstanding Letters of Credit which has been included as an Obligation and any cash collateral held for the benefit of the Lenders in respect thereto will be redistributed pari passu to the Lenders in accordance with this 13.4(b)(A§ 12.4(b)(A), and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata in accordance with the amount of all such Obligations outstanding; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to § 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrowers or to such other Persons as are entitled thereto.. § 13. ADMINISTRATIVE AGENT. § 13.1

Distribution of Collateral Proceeds. In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any LenderBank, as the case may be, receives any monies in connection with the enforcement of any 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 Administrative Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit 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 Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other ObligationsObligations in such order or preference as the Majority Banks may determine; provided PROVIDED, HOWEVER, that (i) distributions shall be made (A) pari passu among the Obligations (including the Maximum Drawing Amount of the Letters of Credit); provided, that upon the reduction, cancellation, expiration or termination of any Letter of Credit, the Maximum Drawing Amount which has been included as an Obligation and any cash collateral held for the benefit of the Lenders in respect thereto will be redistributed pari passu to the Lenders in accordance with this 13.4(b)(A), and (B) with respect to each type of Obligation owing to the LendersBanks, such as interest, principal, fees and expenses, among the Lenders pro rata Banks PRO RATA, and (ii) the Agent may in accordance with the amount of all such its discretion make proper allowance to take into account any Obligations outstandingnot then due and payable; (c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lenders Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to Section 9-608(a)(1)(C) or 9-615(a)(3504(1)(c) of the Uniform Commercial Code of the State Commonwealth of New YorkMassachusetts; and (d) Fourth, the excess, if any, shall be returned to the Borrowers or to such other Persons as are entitled thereto.