Common use of Application of Collateral Proceeds Clause in Contracts

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, all proceeds of Collateral received by the Collateral Agent or any other Person pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations (an “Application Event”) shall be applied as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, to pay any costs and expenses of the Agents (in their respective capacity as Agent) and fees then due to the Agents (in their respective capacity as Agent) under the Credit Documents, including any indemnities then due to any Agents (in their respective capacity as Agent) under the Credit Documents, until paid in full, (ii) second, to pay any fees and premiums then due to the Agents (in their respective capacity as Agent) under the Credit Documents until paid in full, (iii) third, ratably to pay any costs, expense reimbursements, fees or premiums of Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Loans until paid in full, (v) fifth, ratably to pay the outstanding principal balance of the Loans in the inverse order of maturity until the Loans are paid in full, (vi) sixth, to pay any other Obligations, and (vii) seventh, to Borrower or such other Person entitled thereto under Applicable Law.

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, all proceeds of Collateral received by the Collateral any Agent or any other Person pursuant to the exercise of remedies against the CollateralCollateral after the occurrence of an Event of Default that is continuing, and all payments received by any Agent upon and after the acceleration of any of the Obligations in accordance with the terms hereof shall be, subject to the provisions of Section 2.14, applied as set forth in this clause (an “Application Event”) shall be applied c), as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, to pay any costs and expenses of the Agents (in their respective capacity as Agent) and fees then due to the Agents (in their respective capacity as Agent) under the Credit Documents, including and any indemnities then due to any Agents (in their respective capacity as Agent) Agent under the Credit Documents, until paid in full, (ii) second, to pay any fees and or premiums then due to any of the Agents (in their respective capacity as Agent) Lenders under the Credit Documents until paid in full, (iii) third, ratably to pay any costs, costs or expense reimbursements, fees or premiums reimbursements of Lenders Xxxxxxx and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Term Loans until paid in full, (v) fifth, ratably to pay the outstanding principal balance of the Term Loans in the inverse order of maturity until the Term Loans are paid in full, (vi) sixth, to pay any other Obligations, and (vii) seventh, to the Borrower or such other Person entitled thereto under Applicable Law.

Application of Collateral Proceeds. Notwithstanding Subject to the Intercreditor Agreement and notwithstanding anything to the contrary in Section 4.01 5.01 or this Section 4.025.02, all proceeds of Collateral received by the any Collateral Agent or any other Person pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations shall be, subject to the provisions of Section 2.14 and the Intercreditor Agreement, applied as set forth in this clause (an “Application Event”) shall be applied f), as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, to pay any costs and expenses of the Agents (in their respective capacity as Agent) Collateral Agent and fees then due to the Agents (in their respective capacity as Agent) Collateral Agent under the Credit Documents, including and any indemnities then due to any Agents (in their respective capacity as Agent) the Agent under the Credit Documents, until paid in full, (ii) second, to pay any fees and or premiums then due to the Agents (in their respective capacity as Agent) Administrative Agent or any of the Lenders under the Credit Documents until paid in full, (iii) third, ratably to pay any costs, costs or expense reimbursements, fees or premiums reimbursements of Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding the Term Loans until paid in full, (v) fifth, ratably to pay the outstanding principal balance of the Loans in the inverse order of maturity until the Loans are paid in full, (vi) sixth, to pay any other Obligations, and (viivi) seventhsixth, to the Borrower or such other Person entitled thereto under Applicable Law.

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, (x) all proceeds of Collateral received by the Collateral Agent Administrative Agent, a Lender or any other Person pursuant to the exercise of rights or remedies against the Collateral, and (y) all payments received by Administrative Agent or any Lender upon and after the acceleration of any of the Obligations and (z) all payments received by Administrative Agent or any Lender following written notice to the Administrative Borrower and Administrative Agent by the Required Lenders during the existence of an “Application Event”) Event of Default to impose the waterfall set forth in this Section 4.02(c), shall be applied as follows (subject to adjustments pursuant to any agreements entered into among the Lenders):follows: (i) first, to pay any costs and all costs, fees, and expenses of of, and any indemnity payments then due to, the Agents (in their respective capacity as Agent) and fees then due to the Agents (in their respective capacity as Agent) under the Credit Documents, including any indemnities then due to any Agents (in their respective capacity as Agent) under the Credit Loan Documents, until paid in full,; (ii) second, ratably to pay any fees costs, fees, and premiums expenses of, and any indemnity payments then due to to, any of the Agents (in their respective capacity as Agent) Lenders under the Credit Documents Loan Documents, until paid in full,; (iii) third, ratably to pay any costs, expense reimbursements, fees or premiums of Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Loans until paid in full,; (viv) fifthfourth, ratably to the Lenders to pay the outstanding principal balance of the Loans in the inverse order of maturity on a pro rata basis until the Loans are paid in full,; (v) fifth, ratably to the Lenders to pay any Prepayment Premium payable pursuant to this Loan Agreement, and any other applicable premiums in respect of the Loans; (vi) sixth, to pay any other Obligations, ratably to the Persons entitled thereto; and (vii) seventh, to Borrower the Borrowers or such other Person entitled thereto under Applicable Law.

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 5.01 or this Section 4.025.02, all proceeds of Collateral received by the any Collateral Agent or any other Person pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations (an “Application Event”) shall be applied as set forth in this clause (f), as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, to pay any costs and expenses of the Agents (in their respective capacity as Agent) Collateral Agent and fees then due to the Agents (in their respective capacity as Agent) Collateral Agent under the Credit Documents, including and any indemnities then due to any Agents (in their respective capacity as Agent) Agent under the Credit Documents, until paid in full, (ii) second, to pay any fees and or premiums then due to the Agents (in their respective capacity as Agent) Administrative Agent or any of the Lenders under the Credit Documents until paid in full, (iii) third, ratably to pay any costs, costs or expense reimbursements, fees or premiums reimbursements of Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Term Loans until paid in full, (v) fifth, ratably to pay the outstanding principal balance of the Term Loans in the inverse order of maturity until the Term Loans are paid in full, (vi) sixth, to pay any other Obligations, and (vii) seventh, to the Borrower or such other Person entitled thereto under Applicable Law.

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, all proceeds of Collateral received by the Collateral Agent or any other Person pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of the maturity of any of the Obligations following the occurrence of an Event of Default (an “Application Event”) shall be applied as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, to pay any costs and expenses of the Agents (in their respective capacity as Agent) and fees then due to the Agents (in their respective capacity as Agent) under the Credit Documents, including any indemnities then due to any Agents (in their respective capacity as Agent) under the Credit Documents, until paid in full, (ii) second, to pay any fees and premiums then due to the Agents (in their respective capacity as Agent) under the Credit Documents until paid in full, (iii) third, ratably to pay any costs, expense reimbursements, fees or premiums of the Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Loans until paid in full, (v) fifth, ratably to pay the outstanding principal balance of the Loans in the inverse order of maturity until the Loans are paid in full, (vi) sixth, to pay any other Obligations, and (vii) seventh, to Borrower Borrowers or such other Person entitled thereto under Applicable Law.

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, all proceeds of Collateral received by the Collateral Agent or any other Person pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of the maturity of any of the Obligations following the occurrence of an Event of Default (an “Application Event”) shall be applied as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, to pay any costs and expenses of the Agents (in their respective capacity capacities as Agent) and fees then due to the Agents (in their respective capacity as AgentAgents) under the Credit DocumentsDocuments or otherwise, including any indemnities then due to any Agents (in their respective capacity as Agent) under the Credit Documents, until paid in full, (ii) second, to pay any fees and premiums then due due, or to the be paid, to Agents (in their respective capacity capacities as AgentAgents) under the Credit Documents or otherwise until paid in full, (iii) third, ratably to pay any costs, expense reimbursements, fees or premiums of the Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Loans until paid in full, (v) fifth, ratably to pay the outstanding principal balance of the Loans in the inverse order of maturity until the Loans are paid in full, (vi) sixth, to pay any other Obligations, and (vii) seventh, to Borrower Borrowers or such other Person entitled thereto under Applicable Law.

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 5.01 or this Section 4.025.02, all proceeds of Collateral received by the any Collateral Agent or any other Person pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations (an “Application Event”) shall be applied as set forth in this clause (f), as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, to pay any costs and expenses of the Agents (in their respective capacity as Agent) Collateral Agent and fees then due to the Agents (in their respective capacity as Agent) Collateral Agent under the Credit Documents, including and any indemnities then due to any Agents (in their respective capacity as Agent) Agent under the Credit Documents, until paid in full, (ii) second, to pay any fees and or premiums then due to the Agents (in their respective capacity as Agent) Administrative Agent or any of the Lenders under the Credit Documents until paid in full, (iii) third, ratably to pay any costs, costs or expense reimbursements, fees or premiums reimbursements of Lenders Lxxxxxx and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Term Loans until paid in full, (v) fifth, ratably to pay the outstanding principal balance of the Term Loans in the inverse order of maturity until the Term Loans are paid in full, (vi) sixth, to pay any other Obligations, and (vii) seventh, to the Borrower or such other Person entitled thereto under Applicable Law.

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, all proceeds of Collateral received by the Collateral Agent or any other Person pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of the maturity of any of the Obligations following the occurrence of an Event of Default (an “Application Event”) shall be applied as follows (subject to adjustments pursuant to any agreements entered into among the Lenders):): ​ (i) first, to pay any costs and expenses of the Agents (in their respective capacity as Agent) and fees then due to the Agents (in their respective capacity as AgentAgentcapacities as Agents) under the Credit DocumentsDocuments or otherwise, including any indemnities then due to any Agents (in their respective capacity as Agent) under the Credit Documents, until paid in full,, ​ (ii) second, to pay any fees and premiums then due due, or to the be paid, to Agents (in their respective capacity as AgentAgentcapacities as Agents) under the Credit Documents or otherwise until paid in full,, ​ ​ (iii) third, ratably to pay any costs, expense reimbursements, fees or premiums of the Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full,, ​ (iv) fourth, ratably to pay interest due in respect of the outstanding Loans until paid in full,, ​ (v) fifth, ratably to pay the outstanding principal balance of the Loans in the inverse order of maturity until the Loans are paid in full,, ​ (vi) sixth, to pay any other Obligations, andand ​ (vii) seventh, to Borrower Borrowers or such other Person entitled thereto under Applicable Law.. ​

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, all proceeds of Collateral received by the Collateral Agent or any other Person pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations (an “Application Event”) shall be applied as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, to pay any costs and expenses of the Agents (in their respective capacity capacities as AgentAgents) and fees then due to the Agents (in their respective capacity capacities as AgentAgents) under the Credit Documents, including any indemnities then due to any Agents (in their respective capacity capacities as AgentAgents) under the Credit Documents, until paid in full, (ii) second, to pay any fees and premiums then due to the Agents (in their respective capacity capacities as AgentAgents) under the Credit Documents until paid in full, (iii) third, ratably to pay any costs, expense reimbursements, fees or premiums of Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Loans until paid in full, (v) fifth, ratably to pay the outstanding principal balance of the Loans in the inverse order of maturity until the Loans are paid in full, (vi) sixth, to pay any other Obligations, and (vii) seventh, to the Borrower or such other Person entitled thereto under Applicable Law.

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, all proceeds of Collateral received by the Collateral Agent or any other Person pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations (an “Application Event”) shall be applied as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, to pay any costs and expenses of the Agents (in their respective capacity as Agent) and fees then due to the Agents (in their respective capacity as Agent) under the Credit Documents, including any indemnities then due to any Agents (in their respective capacity as Agent) under the Credit Documents, until paid in full, (ii) second, to pay any fees and premiums then due to the Agents (in their respective capacity as Agent) under the Credit Documents until paid in full, (iii) third, ratably to pay any costs, expense reimbursements, fees or premiums of the Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Loans until paid in full, (v) fifth, ratably to pay the outstanding principal balance of the Loans in the inverse order of maturity until the Loans are paid in full, (vi) sixth, to pay any other Obligations, and (vii) seventh, to Borrower Borrowers or such other Person entitled thereto under Applicable Law.

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 5.01 or this Section 4.025.02, all proceeds of Collateral received by the any Collateral Agent or any other Person pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations (an “Application Event”) shall be applied as set forth in this clause (f), as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, to pay any costs and expenses of the Agents (in their respective capacity as Agent) Collateral Agent and fees then due to the Agents (in their respective capacity as Agent) Collateral Agent under the Credit Documents, including and any indemnities then due to any Agents (in their respective capacity as Agent) Agent under the Credit Documents, until paid in full, (ii) second, to pay any fees and or premiums then due to the Agents (in their respective capacity as Agent) Administrative Agent or any of the Lenders under the Credit Documents until paid in full, (iii) third, ratably to pay any costs, costs or expense reimbursements, fees or premiums reimbursements of Lenders Xxxxxxx and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Term Loans until paid in full, (v) fifth, ratably to pay the outstanding principal balance of the Term Loans in the inverse order of maturity until the Term Loans are paid in full, (vi) sixth, to pay any other Obligations, and (vii) seventh, to the Borrower or such other Person entitled thereto under Applicable Law.

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, all proceeds of Collateral received by the Collateral Agent Agent, the Administrative Agent, a Lender or any other Person pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations (an “Application Event”) Obligations, shall be applied as follows (subject to adjustments pursuant to any agreements entered into among the Lenders):follows: (i) first, to pay any costs and all costs, fees, and expenses of of, and any indemnity payments then due to, the Agents (in their respective capacity as Agent) and fees then due to the Agents (in their respective capacity as Agent) under the Credit Documents, including any indemnities then due to any Agents (in their respective capacity as Agent) under the Credit Loan Documents, until paid in full,; (ii) second, ratably to pay any costs, fees (including, without limitation, any Prepayment Premium payable pursuant to Section 3.02, Section 4.02(a) and Section 10.02), and any other applicable premiums in respect of the Term Loan, and expenses of, and any indemnity payments then due to to, any of the Agents (in their respective capacity as Agent) Lenders under the Credit Documents Loan Documents, until paid in full,; (iii) third, ratably to pay any costs, expense reimbursements, fees or premiums of Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Loans Term Loan until paid in full,; (viv) fifthfourth, ratably to the Lenders to pay the outstanding principal balance of the Loans Term Loan in the inverse order of maturity until the Loans are Term Loan is paid in full,; (v) fifth, to pay any other Obligations; and (vi) sixth, to pay any other Obligations, and (vii) seventh, to Borrower the Borrowers or such other Person entitled thereto under Applicable Law.

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, (x) all proceeds of Collateral received by the Collateral Agent an Agent, a Lender or any other Person pursuant to the exercise of rights or remedies against the Collateral, Collateral and (y) all payments received by an Agent or any Lender upon and after the acceleration of any of the Obligations (an “Application Event”) Obligations, shall be applied as follows (subject to adjustments pursuant to any agreements entered into among the Lenders):follows: (i) first, to pay any costs and all costs, fees, and expenses of of, and any indemnity payments then due to, the Agents (in their respective capacity as Agent) and fees then due to the Agents (in their respective capacity as Agent) under the Credit Documents, including any indemnities then due to any Agents (in their respective capacity as Agent) under the Credit Loan Documents, until paid in full,; (ii) second, ratably to pay any fees costs, fees, and premiums expenses of, and any indemnity payments then due to to, any of the Agents (in their respective capacity as Agent) Lenders under the Credit Documents Loan Documents, until paid in full,; (iii) third, ratably to pay any costs, expense reimbursements, fees or premiums of Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Loans Term Loan until paid in full,; (iv) fourth, ratably to the Lenders to pay the outstanding principal balance of the Term Loan in the inverse order of maturity until the Term Loan is paid in full; (v) fifth, ratably to the Lenders to pay the outstanding principal balance any applicable premiums in respect of the Loans in the inverse order of maturity until the Loans are paid in full,Term Loans; (vi) sixth, to pay any other Obligations, ratably to the Persons entitled thereto; and (vii) seventh, to the Borrower or such other Person entitled thereto under Applicable Law.

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, all proceeds of Collateral received by the Collateral Agent or any other Person pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations (an “Application Event”) shall be applied as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, to pay any costs and expenses of the Agents (in their respective capacity as Agent) and fees then due to the Agents (in their respective capacity as Agent) under the Credit Documents, including any indemnities then due to any Agents (in their respective capacity as Agent) under the Credit Documents, until paid in full, (ii) second, to pay any fees and premiums then due to the Agents (in their respective capacity as Agent) under the Credit Documents until paid in full, (iii) third, ratably to pay any costs, expense reimbursements, fees or premiums (including the Prepayment Premium where applicable) of Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Term Loans until paid in full, (v) fifth, ratably to pay the outstanding principal balance of the Term Loans in the inverse order of maturity until the Term Loans are paid in full, (vi) sixth, to pay any other Obligations, and (vii) seventh, to Borrower or such other Person entitled thereto under Applicable Law.

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, all proceeds of Collateral received by the Collateral Agent or any other Person pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations (an “Application Event”) shall be applied as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, to pay any costs and expenses of the Agents (in their respective capacity as Agent) and fees then due to the Agents (in their respective capacity as Agent) under the Credit Documents, including any indemnities then due to any Agents (in their respective capacity as Agent) under the Credit Documents, until paid in full, (ii) second, to pay any fees and premiums then due to the Agents (in their respective capacity as Agent) under the Credit Documents until paid in full, (iii) third, ratably to pay any costs, expense reimbursements, fees or premiums of Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Term Loans until paid in full, (v) fifth, ratably to pay the outstanding principal balance of the Term Loans in the inverse order of maturity until the Term Loans are paid in full, (vi) sixth, to pay any other Obligations, and (vii) seventh, to Borrower or such other Person entitled thereto under Applicable Law.

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, all proceeds of Collateral received by the Collateral Administrative Agent or any other Person pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations (an “Application Event”) shall be applied as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, to pay any costs and expenses of the Agents Administrative Agent (in their respective its capacity as Administrative Agent) and fees then due to the Agents Administrative Agent (in their respective its capacity as Administrative Agent) under the Credit Documents, including any indemnities then due to any Agents Administrative Agent (in their respective its capacity as Administrative Agent) under the Credit Documents, until paid in full, (ii) second, to pay any fees and premiums then due to the Agents Administrative Agent (in their respective its capacity as Administrative Agent) under the Credit Documents until paid in full, (iii) third, ratably to pay any costs, expense reimbursements, fees or premiums of Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Loans until paid in full, (v) fifth, ratably to pay the outstanding principal balance of the Loans in the inverse order of maturity until the Loans are paid in full, (vi) sixth, to pay any other Obligations, and (vii) seventh, to Borrower Borrowers or such other Person entitled thereto under Applicable Law.

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, all proceeds of Collateral received by the Collateral Agent or any other Person pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations (an “Application Event”) shall be applied as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, to pay any costs and expenses of the Agents (in their respective capacity as Agent) and fees then due to the Agents (in their respective capacity as Agent) under the Credit Documents, including any indemnities then due to any Agents (in their respective capacity as Agent) under the Credit Documents, until paid in full, (ii) second, to pay any fees and premiums then due to the Agents (in their respective capacity as Agent) under the Credit Documents until paid in full, (iii) third, ratably to pay any costs, expense reimbursements, fees or premiums of the Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full,, 21029590V.1 (iv) fourth, ratably to pay interest due in respect of the outstanding Loans until paid in full, (v) fifth, ratably to pay the outstanding principal balance of the Loans in the inverse order of maturity until the Loans are paid in full, (vi) sixth, to pay any other Obligations, and (vii) seventh, to Borrower Borrowers or such other Person entitled thereto under Applicable Law.

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section ‎Section 4.01 or this Section ‎Section 4.02, all proceeds of Collateral received by the any Collateral Agent or any other Person pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations shall be, subject to the provisions of ‎ Section 2.14, applied as set forth in this clause (an “Application Event”) shall be applied d), as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, to pay any costs and expenses of the Agents (in their respective capacity as Agent) and fees then due to the Agents (in their respective capacity as Agent) under the Credit Documents, including and any indemnities then due to any Agents (in their respective capacity as Agent) Agent under the Credit Documents, until paid in full, (ii) second, to pay any fees and or premiums then due to any of the Agents (in their respective capacity as Agent) Lenders under the Credit Documents until paid in full, (iii) third, ratably to pay any costs, costs or expense reimbursements, fees or premiums reimbursements of Lenders Xxxxxxx and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Loans until paid in full, (v) fifth, ratably to pay the outstanding principal balance of the Loans in the inverse order of maturity until the Loans are paid in full, (vi) sixth, to pay any other ObligationsObligations (including any Hedging Obligations under Specified Hedging Agreements), and (vii) seventh, to the Borrower or such other Person entitled thereto under Applicable Law.

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 2.25 or this Section 4.022.26, all proceeds of Collateral received by the Collateral any Administrative Agent or any other Person pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration occurrence and during the continuance of any an Event of Default shall be, subject to the Obligations provisions of Section 2.20 and the Intercreditor Agreement, applied as set forth in this clause (an “Application Event”) shall be applied c), as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, ratably to pay any costs and expenses of the Agents (in their respective capacity as Agent) Administrative Agent and fees then due to the Agents (in their respective capacity as Agent) Administrative Agent under the Credit Loan Documents, including any indemnities then due to any Agents (in their respective capacity as Agent) Administrative Agent under the Credit Loan Documents, until paid in full, (ii) second, to pay any fees and or premiums then due to the Agents (in their respective capacity as Agent) Administrative Agent or any of the Lenders under the Credit Loan Documents until paid in full, (iii) third, ratably to pay any costs, costs or expense reimbursements, fees or premiums reimbursements of Lenders and indemnities then due to any of the Lenders under the Credit Loan Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Term Loans until paid in full, (v) fifth, ratably to pay the outstanding principal balance of the Term Loans in the inverse order of maturity until the Term Loans are paid in full, (vi) sixth, ratably to pay any all other Obligations, and (vii) seventh, to the Borrower or such other Person entitled thereto under Applicable applicable Law.

Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, all proceeds of Collateral received by the Collateral Agent or any other Person pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations (an “Application Event”) shall be applied as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, to pay any costs and expenses of the Agents (in their respective capacity as Agent) and fees then due to the Agents (in their respective capacity as Agent) under the Credit Documents, including any indemnities then due to any Agents (in their respective capacity as Agent) under the Credit Documents, until paid in full, (ii) second, to pay any fees and premiums then due to the Agents (in their respective capacity as Agent) under the Credit Documents until paid in full, (iii) third, ratably to pay any costs, expense reimbursements, fees (other than the Exit Fee) or premiums of Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Loans until paid in fullfull (other than any Paid in Kind Interest which has been added to the principal amount of Loans), (v) fifth, ratably to pay the outstanding principal balance of the Loans in the inverse order of maturity until the Loans are paid in full, (vi) sixth, to pay any other Obligations, and, (vii) seventh, to pay the Exit Fee, if applicable; and (viii) eighth, to Borrower or such other Person entitled thereto under Applicable Law.