Application of Liquidation Proceeds. All monies received by the Administrative Agent or any Lender from the exercise of remedies hereunder or under the other Credit Documents or under any other documents relating to this Agreement shall, unless otherwise required by the terms of the other Credit Documents or by applicable law, be applied as follows:
(a) first, to the payment of all expenses (to the extent not otherwise paid by the Borrower) incurred by the Administrative Agent and the Lenders in connection with the exercise of such remedies, including, without limitation, all reasonable costs and expenses of collection, reasonable documented attorneys’ fees, court costs and any foreclosure expenses;
(b) second, to the payment pro rata of interest then accrued on the outstanding Loans;
(c) third, to the payment pro rata of any fees then accrued and payable to the Administrative Agent or any Lender under this Agreement in respect of the Loans;
(d) fourth, to the payment pro rata of the principal balance then owing on the outstanding Loans;
(e) fifth, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.6, 2.7, and 4.5, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rata;
(f) sixth, to the payment pro rata of all other amounts owed by the Borrower to the Administrative Agent or any Lender under this Agreement or any other Credit Document; and
(g) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.
Application of Liquidation Proceeds. In the event that any liquidation proceeds with respect to any Collateral cannot be identified, after reasonable efforts by the Servicer or other Person required to make such identification, as relating to the Lending Facility Pool or a specific Designated Pool, then any such amounts will be deemed to constitute Collections with respect to the Lending Facility Pool and each Designated Pool, to be allocated to such pools pro rata based on the outstanding Lending Facility Balance and the Exchange Note Balances of the related Exchange Notes.
Application of Liquidation Proceeds. Unless and until the Majority Lenders have exercised their right to direct the liquidation of the Collateral pursuant to this Article VI, all proceeds received in respect of the Collateral will be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after the Majority Lenders have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent (at the direction of the Majority Lenders acting through the Administrative Agent):
(a) first, to the payment of Taxes, registration, registered office and filing fees then due and owing by the Borrower; second, to the payment to the Collateral Agent for all due and unpaid Collateral Agent Fees and all other Administrative Expenses owing to the Collateral Agent, all amounts owing and payable hereunder to the Collateral Administrator and the Securities Intermediary (including, in each case, without limitation, indemnity payments); and third, to the payment to the Administrative Agent for all due and unpaid Administrative Agent Fees and all other Administrative Expenses owing to the Administrative Agent (including, without limitation, indemnity payments);
(b) to the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in the definition of “Administrative Expenses”;
(c) to the payment of all other amounts due to the Agents hereunder;
(d) to the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party);
(e) unless waived by the Collateral Manager, which waiver shall be permanent and irrevocable, to the payment to the Collateral Manager of all due and unpaid Collateral Management Fees in an amount not to exceed the accrued Collateral Management Fees for one Due Period;
(f) to the payment to the Swingline Lender hereunder of all amounts due, including principal, interest and all other amounts on and in respect of all Swingline Loans;
(g) to the Class A Lenders, first, allocated ratably based on the aggregate amounts thereof, the outstanding amount o...
Application of Liquidation Proceeds. All proceeds from liquidation of the Company’s assets shall be applied and distributed in the following order of priority:
(i) First, to the payment of the debts and liabilities of the Company to its creditors (including the Member, if applicable) and the expenses of liquidation;
(ii) Second, to the creation of any reserves which the Member may deem reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the business and operation of the Company; and
(iii) Third, the balance, if any, to the Member.
Application of Liquidation Proceeds. The proceeds of sale and all other assets of the Company shall be applied and distributed in the following order of priority:
(1) to the payment of the expenses of liquidation and the debts and liabilities of the Company, other than debts and liabilities owed to the Member;
(2) to the payment of debts and liabilities owed to the Member;
(3) to the setting up of any reserves which the Liquidating Agent may deem necessary or desirable for any contingent or unforeseen liabilities or obligations of the Company, provided, any balance of such reserve, at the expiration of such period as the Liquidating Agent shall deem advisable, shall be distributed in the manner herein provided; and
(4) to the Member.
Application of Liquidation Proceeds. All monies received by the Lender from the exercise of remedies hereunder or under the other Credit Documents or under any other documents relating to this Agreement shall, unless otherwise required by the terms of the other Credit Documents or by applicable law, be applied as follows:
(a) first, to the payment of all expenses (to the extent not paid by the Borrower) incurred by the Lender in connection with the exercise of such remedies, including, without limitation, all reasonable costs and expenses of collection, attorneys' fees, court costs and any foreclosure expenses;
(b) second, to the payment of interest then accrued on the outstanding Loans;
(c) third, to the payment of the principal balance then owing on the outstanding Loans;
(d) fourth, to the payment to the Lender of any other amounts then accrued and unpaid under the Credit Documents;
(e) fifth, to the payment of all other amounts owed by the Borrower to the Lender and/or any of its Affiliates which are secured by the Security Documents, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rata; and
(f) finally, any remaining surplus to the Borrower or to whomsoever shall be lawfully entitled thereto.
Application of Liquidation Proceeds. In the event that any liquidation proceeds with respect to any Collateral cannot be identified, after reasonable efforts by the Closed-End Servicer or other Person required to make such identification, as relating to the Warehouse Facility Pool or a specific Reference Pool, then any such amounts will be deemed to constitute Closed-End Collections with respect to the Warehouse Facility Pool and each Reference Pool, to be allocated to such pools pro rata based on the outstanding Aggregate Loan Amount, the Aggregate Wind-Down Loan Amount and the Exchange Note Balances of the related Closed-End Exchange Notes. The amount of such liquidation proceeds allocated to the Warehouse Facility Pool in accordance with the immediately preceding sentence will be further allocated between the Revolving Pool and any Wind-Down Pools pro rata based on the outstanding Aggregate Loan Amount and the Aggregate Wind-Down Loan Amount.
Application of Liquidation Proceeds. All monies received by the Administrative Agent or any Lender from the exercise of remedies hereunder or under the other Credit Documents or under any other documents relating to this Agreement shall, unless otherwise required by the terms of the other Credit Documents or by applicable law, be applied as follows:
(a) first, to the payment of all expenses (to the extent not otherwise paid by the Borrower or any of the other Credit Parties) incurred by the Administrative Agent and the Lenders in connection with the exercise of such remedies, including, without limitation, all reasonable costs and expenses of collection, reasonable documented attorneys’ fees, court costs and any foreclosure expenses;
(b) second, to the payment pro rata of interest then accrued on the outstanding Loans;
Application of Liquidation Proceeds. All monies received by the Administrative Agent, the Collateral Agent or any Lender from the exercise of remedies hereunder or under the Security Documents, the other Credit Documents or under any other documents relating to this Agreement shall, unless otherwise required by the terms of the Security Documents, the other Credit Documents or by applicable law, be applied as follows:
Application of Liquidation Proceeds. All monies received by Agent from the exercise of remedies under this Agreement or the Loan Documents securing or relating to the Notes or the Rate Management Transaction Obligations shall, unless otherwise required by applicable law, be applied as follows:
(a) First, to the payment of all expenses incurred by Agent in connection with the exercise of such rights and remedies, including, without limitation, all reasonable costs and expenses of collection, attorneys’ fees, court costs and foreclosure expenses.
(b) Second, to the payment of interest then accrued on the Notes.
(c) Third, to the payment pro rata of the principal balance then owing on the Notes, the cash collateralization of outstanding Letters of Credit and all payments under Rate Management Transaction Obligations.
(d) Fourth, to the payment of any other Obligations.
(e) Finally, any remaining surplus, to Borrower or to whomsoever shall be lawfully entitled thereto. The provisions of this Section 10.5 shall govern and control over any conflicting provisions in this Agreement or any Loan Document.
