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 the following order: first, to the payment of all reasonable expenses, liabilities, and advances incurred or made by the Administrative Agent in connection with 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 Lender is to be reimbursed pursuant to the terms hereof or any other Credit Document; second, 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 Banks, and the Lenders in respect of the Advances and Letters of Credit under this Agreement and the Notes; third, to the ratable payment of accrued but unpaid interest on the Advances owing under this Agreement and the Notes; fourth, to the ratable payment of all other Obligations which relate to the Advances and Letters of Credit and which are owing to the Administrative Agent and the Lenders (other than amounts owing to any Lender or Affiliate of any Lender under any Lender Hedging Agreement); fifth, to the ratable payment of all amounts due and owing to the Lenders and their 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 Issuer hereby acknowledges and agrees that, until this Security Agreement is terminated, all monies and other cash proceeds due and to become due to the Issuer under or in connection with the Collateral shall be paid directly to the Collateral Agent for deposit into the Collateral Account or, as appropriate under the Program Documents, to the Servicer for deposit into the Collection Account and that the Issuer agrees if any such monies or other cash proceeds shall be received by the Issuer, such monies and other cash proceeds will not be commingled by the Issuer with any of its other funds or property, but will be held separate and apart therefrom and shall be held in trust by the Issuer for, and promptly paid over to, the Collateral Agent, Unless and until an Event of Default shall have occurred and be continuing, and provided the Collateral Account or any salefunds on deposit in, or other realization upon all or any part of otherwise to the credit of, the Collateral (as defined Account are not then subject to any writ, order, judgment, warrant of attachment, execution or similar process, all monies and other cash proceeds received by the Collateral Agent pursuant to this Article shall be deposited in each of the Security Documents) Collateral Account and shall be applied by the Administrative Collateral Agent as provided in Section 6.03 hereof. All monies and other cash proceeds held or deposited in the following Collateral Account after the occurrence and during the continuance of an Event of Default and all monies and other cash proceeds received by the Collateral Agent pursuant to this Article V while the Collateral Account or any funds on deposit in, or otherwise to the credit of, the Collateral Account are subject to any writ, order: first, judgment, warrant of attachment, execution or similar process, shall be applied by the Collateral Agent to the payment or repayment in full of all reasonable expensesoutstanding Obligations, liabilitieswhether or not then due, and advances incurred in the order of priority specified in Section 7.02(b) hereof; provided, however, that any monies or made by other cash proceeds remaining after the Administrative Agent payment or repayment in connection full of all outstanding Obligations shall be paid to the Swap Counterparties in accordance with the sale Interest Rate Swaps. For purposes of determining the application to be made of such monies and other cash proceeds to the Servicer pursuant to clause Ninth of Section 7.02(b) hereof, the Collateral Agent may rely exclusively upon a certificate or other realization statement (a copy of such Collateral, and which shall also be provided to the ratable payment Issuer) of any other unreimbursed reasonable expenses for which the Administrative Agent or any Lender is to be reimbursed pursuant Servicer as to the terms hereof or any other Credit Document; second, to the ratable payment of accrued but unpaid agent’s fees, commitment fees, letter of credit fees, and fronting fees amount then owing to the Administrative AgentServicer. For purposes of determining the application to be made of such monies and other cash proceeds to any Holder of any Secured Liquidity Notes pursuant to clause Fourth of Section 7.02(b) hereof, the Issuing Banks, and Collateral Agent may rely exclusively upon a certificate or other statement (a copy of which shall also be provided to the Lenders in respect Issuer) of the Advances and Letters of Credit under this Agreement and the Notes; third, Depositary as to the ratable payment amount then owing to such Holder. For purposes of accrued but unpaid interest determining the application to be made of such monies and other cash proceeds to any Holder of any Extended Notes pursuant to clause Fourth of Section 7.02(b) hereof, the Collateral Agent may rely exclusively on the Advances owing under this Agreement and the Notes; fourth, a certificate or other statement (a copy of which shall also be provided to the ratable payment Issuer) of all other Obligations which relate the Depositary as to the Advances amount then owing to such Holder. For purposes of determining the application to be made of such monies and Letters other cash proceeds to any Holder of Credit any Term Notes pursuant to clause Fourth of Section 7.02(b) hereof, the Collateral Agent may rely exclusively upon a certificate or other statement (a copy of which shall also be provided to the Issuer) of the indenture Trustee as to the amount then owing to such Holder. For purposes of determining the application to be made of such monies and other cash proceeds to the Swap Counterparties pursuant to clauses Third and Seventh of Section 7.02(b) hereof, the Collateral Agent may rely exclusively upon a certificate or other statement (a copy of which are shall also be provided to the Issuer) of the Servicer, acting as Calculation Agent under the Interest Rate Swaps, as to the amount then owing to the Administrative Agent Swap Counterparty. If either such amount exceeds $500,000, the Servicer shall also notify the Swap Counterparties in writing. For purposes of determining the application to be made of such monies and the Lenders (other than amounts owing to any Lender or Affiliate of any Lender under any Lender Hedging Agreement); fifth, cash proceeds to the ratable payment Holders of the Subordinated Notes pursuant to clause Sixth of Section 7.02(b) hereof, the Collateral Agent may rely exclusively on a certificate or other statement (a copy of which shall also be provided to the Issuer) of the Indenture Trustee setting forth all amounts due and owing under the Subordinated Notes. Any application to be made by the Collateral Agent of such monies and other cash proceeds pursuant to clause Second or Fifth of Section 7.02(b) hereof may be made upon the Collateral Agent’s, the Indenture Trustee’s or the Owner Trustee’s certificate or statement delivered to the Lenders Issuer setting forth in reasonable detail the nature of the Collateral Agent’s, the Indenture Trustee’s, the Custodian’s or the Owner Trustee’s claim and their respective Affiliates under any Lender Hedging Agreement; sixth, to the ratable payment of all amounts due and amount owing to the Lenders Collateral Agent, the Indenture Trustee, the Custodian or the Owner Trustee on account thereof. The Collateral Agent shall not be liable for any application of the monies and their respective Affiliates other cash proceeds received by the Collateral Agent pursuant to this Article V made in connection accordance with any Banking Service Obligationscertificate or direction delivered pursuant to this Section 5.02; provided, however, that no application of the monies and seventh, any surplus of such cash or other cash proceeds held received by the Administrative Collateral Agent and remaining after the payment pursuant to this Article V in full of all the Obligations accordance with any certificate delivered pursuant to this Section 5.02 shall be promptly paid over deemed to restrict or limit the Borrower or right of the Issuer to whoever may be lawfully entitled to receive contest with the purported obligee its respective liability in respect of the amount set forth in such surpluscertificate.

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 with the sale or other realization of such Collateraltherewith, and to the ratable payment of any other unreimbursed reasonable expenses for which the Administrative Agent or any Lender Bank is to be reimbursed pursuant to the terms hereof or any other Credit Document; secondthird, 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 BanksBank, and the Lenders Banks in respect of the Advances and Letters of Credit under this Agreement and the Notes; thirdfourth, to the ratable payment of accrued but unpaid interest on the Advances owing under this Agreement Agreement; and the Notes; fourthfifth, to the ratable payment of all other Obligations which relate to the Advances and Advances, Letters of Credit 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 and Agent, the Lenders (other than amounts owing to any Lender or Affiliate of any Lender under any Lender Hedging Agreement); fifthCollateral Agent, to the ratable payment of all amounts due and owing to the Lenders Banks and their 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 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 and Payments Except as otherwise provided herein, FINOVA shall have the continuing and exclusive right to apply or reverse and re-apply any sale, or other realization upon and all or payments to any part portion of the Collateral (Obligations in such order and manner as defined FINOVA shall determine in each its Permitted Discretion. The amount of all payments or amounts received by FINOVA with respect to the Security Documents) Loan shall be applied by to the Administrative Agent in the following order: extent applicable under this Agreement (i) first, to the payment of all reasonable expenses, liabilities, and advances incurred or made by the Administrative Agent in connection with 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 Lender is to be reimbursed pursuant to the terms hereof or any other Credit Document; second, 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 Banks, and the Lenders in respect of the Advances and Letters of Credit under this Agreement and the Notes; third, to the ratable payment of accrued but unpaid interest on through the Advances owing date of such payment, including any Default Interest; (ii) then, to any late fees, overdue risk assessments. Examination Fee and expenses, collection fees and expenses and any other fees and expenses due to FINOVA hereunder; and (iii) last, the remaining balance, if any, to the unpaid principal balance of the Loan; provided however, while an Event of Default exists under this Agreement or under any other Loan I Document, each payment hereunder shall be (x) held as cash collateral to secure Obligations relating to any other contingent obligations arising under the Loan Documents and/or (y) applied to amounts owed to FINOVA by Borrower as FINOVA in its Permitted Discretion may determine. In calculating interest and applying payments as set forth above: (a) interest shall be calculated and collected through the Notesdate a payment is actually applied by FINOVA under the terms of this Agreement (b) interest on the outstanding balance shall be charged during any grace period permitted hereunder; fourthor (c) at the end of each month, all accrued and unpaid interest and other charges provided for hereunder shall be added to the principal balance of the Loan. To the extent that Borrower makes a payment or FINOVA receives any payment or proceeds of the Collateral for Borrowers benefit that is subsequently invalidated, set aside or required to be repaid to any other Person, then, to the ratable payment of all other Obligations which relate to the Advances and Letters of Credit and which are owing to the Administrative Agent and the Lenders (other than amounts owing to any Lender or Affiliate of any Lender under any Lender Hedging Agreement); fifthsuch extent, to the ratable payment of all amounts due and owing to the Lenders and their 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 intended to be satisfied shall be promptly paid over to revived and continue as if such payment or proceeds had not been received by FINOVA and FINOVA may adjust the Borrower or to whoever may be lawfully entitled to receive such surplusLoan balances, in its Permitted Discretion.

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 the following order: first, to the payment of all reasonable expenses, liabilities, and advances incurred or made by the Administrative Agent in connection with 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 Lender Bank is to be reimbursed pursuant to the terms hereof or any other Credit Document; second, 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 BanksBank, and the Lenders Banks in respect of the Advances and Letters of Credit under this Agreement and the Notes; third, to the ratable payment of accrued but unpaid interest on the Advances owing under this Agreement and the Notes; fourth, to the ratable payment of all other Obligations which relate to the Advances and Letters of Credit and which are owing to the Administrative Agent and the Lenders Banks (other than amounts owing to any Lender Bank or Affiliate of any Lender Bank under any Lender Hedging AgreementInterest Rate Contract); fifth, to the ratable payment of all amounts due and owing to the Lenders Banks and their 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 ObligationsInterest Rate Contract; and seventhsixth, 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 the following order: first, to the payment of all reasonable expenses, liabilities, and advances incurred or made by the Administrative Agent in connection with 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 Lender is to be reimbursed pursuant to the terms hereof or any other Credit Document; second, 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 Banks, and the Lenders in respect of the Advances and Letters of Credit under this Agreement and the Notes; third, to the ratable payment of accrued but unpaid interest on the Advances owing under this Agreement and the Notes; fourth, to the ratable payment of (i) all other Obligations which relate to the Advances and Letters of Credit and which are owing to the Administrative Agent and the Lenders (other than amounts owing to any Lender or Affiliate of any Lender counterparty under any Lender Hedging Agreement); fifth, to the ratable payment of (ii) all amounts due and owing to the Lenders and their respective Affiliates counterparties under any Lender Hedging Agreement; sixth, to the ratable payment of and (iii) all amounts due and owing to the Lenders and their respective Affiliates in connection with any Banking Service Obligations; and seventhXxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement 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 the following order: first, to the payment of all reasonable expenses, liabilities, and advances incurred or made by the Administrative Agent in connection with 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 Lender Bank is to be reimbursed pursuant to the terms hereof or any other Credit Document; second, 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 BanksBank, and the Lenders Banks in respect of the Advances and Letters of Credit under this Agreement and the Notes; third, to the ratable payment of accrued but unpaid interest on the Advances owing under this Agreement and the Notes; fourth, to the ratable payment of all other Obligations which relate to the Advances and Letters of Credit and which are owing to the Administrative Agent and the Lenders Banks (other than amounts owing to any Lender Bank or Affiliate of any Lender Bank under any Lender Hedging AgreementInterest Rate Contract); fifth, to the ratable payment of all amounts due and owing to the Lenders Banks and their 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 ObligationsInterest Rate Contract; and seventhsixth, 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 Issuer hereby acknowledges and agrees that, until this Security Agreement is terminated, all monies and other cash proceeds due and to become due to the Issuer under or in connection with the Collateral shall be paid directly to the Collateral Agent for deposit into the Collateral Account or, as appropriate under the Program Documents, to the Servicer for deposit into the Collection Account and that the Issuer agrees if any such monies or other cash proceeds shall be received by the Issuer, such monies and other cash proceeds will not be commingled by the Issuer with any of its other funds or property, but will be held separate and apart therefrom and shall be held in trust by the Issuer for, and promptly paid over to, the Collateral Agent. Unless and until an Event of Default shall have occurred and be continuing, and provided the Collateral Account or any salefunds on deposit in, or other realization upon all or any part of otherwise to the credit of, the Collateral (as defined Account are not then subject to any writ, order, judgment, warrant of attachment, execution or similar process, all monies and other cash proceeds received by the Collateral Agent pursuant to this Article shall be deposited in each of the Security Documents) Collateral Account and shall be applied by the Administrative Collateral Agent as provided in Section 6.03 hereof. All monies and other cash proceeds held or deposited in the following Collateral Account after the occurrence and during the continuance of an Event of Default and all monies and other cash proceeds received by the Collateral Agent pursuant to this Article V while the Collateral Account or any funds on deposit in, or otherwise to the credit of, the Collateral Account are subject to any writ, order: first, judgment, warrant of attachment, execution or similar process, shall be applied by the Collateral Agent to the payment or repayment in full of all reasonable expensesoutstanding Obligations, liabilitieswhether or not then due, and advances incurred in the order of priority specified in Section 7.02(b) hereof; provided, however, that any monies or made by other cash proceeds remaining after the Administrative Agent payment or repayment in connection full of all outstanding Obligations shall be paid to the Swap Counterparties in accordance with the sale Interest Rate Swaps. For purposes of determining the application to be made of such monies and other cash proceeds to the Servicer pursuant to clause Ninth of Section 7.02(b) hereof, the Collateral Agent may rely exclusively upon a certificate or other realization statement (a copy of such Collateral, and which shall also be provided to the ratable payment Issuer) of any other unreimbursed reasonable expenses for which the Administrative Agent or any Lender is to be reimbursed pursuant Servicer as to the terms hereof or any other Credit Document; second, to the ratable payment of accrued but unpaid agent’s fees, commitment fees, letter of credit fees, and fronting fees amount then owing to the Administrative AgentServicer. For purposes of determining the application to be made of such monies and other cash proceeds to any Holder of any Secured Liquidity Notes pursuant to clause Fourth of Section 7.02(b) hereof, the Issuing Banks, and Collateral Agent may rely exclusively upon a certificate or other statement (a copy of which shall also be provided to the Lenders in respect Issuer) of the Advances and Letters of Credit under this Agreement and the Notes; third, Depositary as to the ratable payment amount then owing to such Holder. For purposes of accrued but unpaid interest determining the application to be made of such monies and other cash proceeds to any Holder of any Extended Notes pursuant to clause Fourth of Section 7.02(b) hereof, the Collateral Agent may rely exclusively on the Advances owing under this Agreement and the Notes; fourth, a certificate or other statement (a copy of which shall also be provided to the ratable payment Issuer) of all other Obligations which relate the Depositary as to the Advances amount then owing to such Holder. For purposes of determining the application to be made of such monies and Letters other cash proceeds to any Holder of Credit any Term Notes pursuant to clause Fourth of Section 7.02(b) hereof, the Collateral Agent may rely exclusively upon a certificate or other statement (a copy of which shall also be provided to the Issuer) of the Indenture Trustee as to the amount then owing to such Holder. For purposes of determining the application to be made of such monies and other cash proceeds to the Swap Counterparties pursuant to clauses Third and Seventh of Section 7.02(b) hereof, the Collateral Agent may rely exclusively upon a certificate or other statement (a copy of which are shall also be provided to the Issuer) of the Servicer, acting as Calculation Agent under the Interest Rate Swaps, as to the amount then owing to the Administrative Agent Swap Counterparty. If either such amount exceeds $500,000, the Servicer shall also notify the Swap Counterparties in writing. For purposes of determining the application to be made of such monies and the Lenders (other than amounts owing to any Lender or Affiliate of any Lender under any Lender Hedging Agreement); fifth, cash proceeds to the ratable payment Holders of the Subordinated Notes pursuant to clause Sixth of Section 7.02(b) hereof, the Collateral Agent may rely exclusively on a certificate or other statement (a copy of which shall also be provided to the Issuer) of the Indenture Trustee setting forth all amounts due and owing under the Subordinated Notes. Any application to be made by the Collateral Agent of such monies and other cash proceeds pursuant to clause Second or Fifth of Section 7.02(b) hereof may be made upon the Collateral Agent’s, the Indenture Trustee’s or the Owner Trustee’s certificate or statement delivered to the Lenders Issuer setting forth in reasonable detail the nature of the Collateral Agent’s, the Indenture Trustee’s, the Custodian’s or the Owner Trustee’s claim and their respective Affiliates under any Lender Hedging Agreement; sixth, to the ratable payment of all amounts due and amount owing to the Lenders Collateral Agent, the Indenture Trustee, the Custodian or the Owner Trustee on account thereof. The Collateral Agent shall not be liable for any application of the monies and their respective Affiliates other cash proceeds received by the Collateral Agent pursuant to this Article V made in connection accordance with any Banking Service Obligationscertificate or direction delivered pursuant to this Section 5.02; provided, however, that no application of the monies and seventh, any surplus of such cash or other cash proceeds held received by the Administrative Collateral Agent and remaining after the payment pursuant to this Article V in full of all the Obligations accordance with any certificate delivered pursuant to this Section 5.02 shall be promptly paid over deemed to restrict or limit the Borrower or right of the Issuer to whoever may be lawfully entitled to receive contest with the purported obligee its respective liability in respect of the amount set forth in such surpluscertificate.

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 with the sale or other realization of such Collateraltherewith, and to the ratable payment of any other unreimbursed reasonable expenses for which the Administrative Agent or any Lender Bank is to be reimbursed pursuant to the terms hereof or any other Credit Document; secondthird, 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 BanksBank, and the Lenders Banks in respect of the Advances and Letters of Credit under this Agreement and the Notes; thirdfourth, to the ratable payment of accrued but unpaid interest on the Advances owing under this Agreement Agreement; and the Notes; fourthfifth, to the ratable payment of all other Obligations which relate to the Advances and Advances, Letters of Credit 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 and Agent, the Lenders (other than amounts owing to any Lender or Affiliate of any Lender under any Lender Hedging Agreement); fifthCollateral Agent, to the ratable payment of all amounts due and owing to the Lenders Banks and their 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 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 the following order: first, to the payment of all reasonable expenses, liabilities, and advances incurred or made by the Administrative Agent in connection with 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 Lender is to be reimbursed pursuant to the terms hereof or any other Credit Document; second, 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 Banks, and the Lenders in respect of the Advances and Letters of Credit under this Agreement and the Notes; third, to the ratable payment of accrued but unpaid interest on the Advances owing under this Agreement and the Notes; fourth, to the ratable payment of (i) all other Obligations which relate to the Advances and Letters of Credit and which are owing to the Administrative Agent and the Lenders (other than amounts owing to any Lender or Affiliate of any Lender counterparty under any Lender Hedging Agreement); fifth, to the ratable payment of (ii) all amounts due and owing to the Lenders and their respective Affiliates counterparties under any Lender Hedging Agreement; sixth, to the ratable payment of and (iii) all amounts due and owing to the Lenders and their respective Affiliates in connection with any Banking Service Obligations; and seventhfifth, 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.