Common use of Application of Liquidation Proceeds Clause in Contracts

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. All monies payments and other amounts received by the Administrative Agent or any Lender from through 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 that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Section 2.9, Section 2.10, Section 3.9 and Section 5.3) payable 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 expensesits capacity as such; (b) second, to the payment pro rata of interest then accrued on that portion of the outstanding LoansObligations constituting fees, indemnities and expenses (including attorneys’ fees and amounts due under Section 2.9, Section 2.10, Section 3.9 and Section 5.3) payable to each Lender or each Letter of Credit Issuer, ratably among them in proportion to the aggregate of all such amounts; (c) third, to the payment pro rata of any fees then that portion of the Obligations constituting accrued and payable unpaid interest on the Loans and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the Administrative Agent or any Lender under this Agreement in respect aggregate of the Loansall such amounts; (d) fourth, pro rata to the payment pro rata of that portion of the Obligations constituting unpaid principal balance then owing on of the outstanding LoansLoans and Unpaid Drawings, ratably among the Lenders and each Letter of Credit Issuer in proportion to the aggregate of all such amounts; (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, pro rata to the payment of such (A) the amounts pro ratadue to Designated Hedge Creditors under Designated Hedge Agreements subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice, and (B) the amounts due to Bank Product Creditors under the Bank Product Documents; (f) sixth, to the Administrative Agent for the benefit of each Letter of Credit Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, to the payment pro rata of all other amounts owed by Obligations of the Borrower Credit Parties owing under or in respect of the Credit Documents that are then due and payable to the Administrative Agent or any Lender under this Agreement or any other Agent, each Letter of Credit DocumentIssuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Bank Product Creditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; and (gh) 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. 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: (ai) firstFIRST, 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; (bii) secondSECOND, to the payment pro rata PRO RATA of interest then accrued on the outstanding Loans; (ciii) thirdTHIRD, to the payment pro rata PRO RATA of any fees then accrued and payable to the Administrative Agent Agent, any Letter of Credit Issuer or any Lender under this Agreement in respect of the LoansLoans or the Letter of Credit Outstandings; (div) fourthFOURTH, to the payment pro rata PRO RATA of (A) the principal balance then owing on the outstanding Loans, and (B) the Stated Amount of the Letter of Credit Outstandings (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (ev) fifthFIFTH, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.6sections 2.10, 2.72.11, 3.5 and 4.55.5 hereof, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rataPRO RATA; (fvi) sixthSIXTH, to the payment pro rata PRO RATA of all other amounts owed by the Borrower to the Administrative Agent Agent, to any Letter of Credit Issuer or any Lender under this Agreement or any other Credit Document, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts PRO RATA; and (gvii) finallyFINALLY, 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. All monies received by the Administrative Agent Agents 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: (a1) first, to the payment of all expenses (to the extent not otherwise paid by the BorrowerBorrowers) incurred by the Administrative Agent Agents 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; (b2) second, to the payment pro rata of interest then accrued on the outstanding Loans; (c3) third, to the payment pro rata of any fees then accrued and payable to the Administrative Agent Agents or any Lender under this Agreement in respect of the LoansAgreement; (d4) fourth, to the payment pro rata of the principal balance then owing on the outstanding Loans, the Unpaid Drawings and the Specified Hedge Agreements; (e5) fifth, to the payment pro rata of all other amounts owed by the Borrowers to the Lenders Administrative Agents or any Lender under this Agreement or any other Credit Document (including, without limitation, a deposit with any Letter 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 Credit Issuer in full, to the payment aggregate amount of such amounts pro ratathe Stated Amounts of all Letters of Credit Outstanding); (f6) sixth, to the payment pro rata of all other amounts owed by the Borrower Borrowers to the Administrative Agent Agents or any Lender under this Agreement or any Affiliate of any of the foregoing under any other Credit Documentagreement, instrument or document, so long as such Administrative Agent is provided with a true and correct copy thereof and such person timely certifies to such Administrative Agent the amount or amounts due and owing thereunder; and (g7) finally, any remaining surplus after all of the Obligations and obligations described in clause (6) above have been paid in full, to Genlyte Group (as agent for itself and the Borrower Subsidiaries as their interests may appear) or to whomsoever shall be lawfully entitled thereto. For the purpose of determining pro rata shares under clause (4) of this section 12.3, all Obligations in respect of Specified Hedge Agreements will be deemed to have an outstanding principal amount equal to the amount that would be payable (or would permit the Lender or Lender Affiliate counterparty thereto to cause to become payable) by, as the case may be, Genlyte Group or its Material Subsidiary that is party thereto (after giving effect to any netting agreement) upon the occurrence of any default or other termination thereunder (after notice and opportunity to cure to the extent, if any, provided for in such Specified Hedge Agreement).

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 BorrowerBorrowers 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; (c) third, to the payment pro rata of any fees then accrued and payable to the Administrative Agent Agent, any Letter of Credit Issuer or any Lender under this Agreement in respect of the LoansLoans or the Letter of Credit Outstandings; (d) fourth, to the payment pro rata of (A) the principal balance then owing on the outstanding LoansLoans and (B) the Stated Amount of the Letter of Credit Outstandings (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (e) fifth, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.6, 2.7, and 4.55.4, 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 any Borrower to the Administrative Agent Agent, to any Letter of Credit Issuer 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 Borrowers or to whomsoever shall be lawfully entitled thereto.

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 LoansLoans and Unpaid Drawings; (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 LoansLoans and/or Letters of Credit; (d) fourth, to the payment pro rata of the principal balance then owing on the outstanding LoansLoans and Unpaid Drawings; (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 Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, to the payment pro rata of all other amounts owed by the Borrower to the Administrative Agent or any Lender or LC Issuer under this Agreement or any other Credit Document; and (gh) 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. 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: (aI) firstFIRST, 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; (bII) secondSECOND, to the payment pro rata PRO RATA of interest then accrued on the outstanding Loans; (cIII) thirdTHIRD, to the payment pro rata PRO RATA of any fees then accrued and payable to the Administrative Agent Agent, any Letter of Credit Issuer or any Lender under this Agreement in respect of the LoansLoans or the Letter of Credit Outstandings; (dIV) fourthFOURTH, to the payment pro rata PRO RATA of (A) the principal balance then owing on the outstanding Loans, (B) the amounts then due under Designated Hedge Agreements to creditors of the Borrower or any Subsidiary, subject to confirmation by the Administrative Agent of any calculations of termination or other payment amounts being made in accordance with normal industry practice, and (C) the Stated Amount of the Letter of Credit Outstandings (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (eV) fifthFIFTH, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.6sections 2.9, 2.7, 2.10 and 4.53.5 hereof, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rataPRO RATA; (fVI) sixthSIXTH, to the payment pro rata PRO RATA of all other amounts owed by the Borrower to the Administrative Agent Agent, to any Letter of Credit Issuer or any Lender under this Agreement or any other Credit Document, and to any counterparties under Designated Hedge Agreements of the Borrower and its Subsidiaries, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts PRO RATA; and (gVII) finallyFINALLY, 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. 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: (aA) firstFIRST, 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; (bB) secondSECOND, to the payment pro rata PRO RATA of interest then accrued on the outstanding Loans; (cC) thirdTHIRD, to the payment pro rata PRO RATA of any fees then accrued and payable to the Administrative Agent Agent, any Letter of Credit Issuer or any Lender under this Agreement in respect of the LoansLoans or the Letter of Credit Outstandings; (dD) fourthFOURTH, to the payment pro rata PRO RATA of (i) the principal balance then owing on the outstanding Loans, (ii) the amounts then due under Designated Hedge Agreements to creditors of the Borrower or any Subsidiary, subject to confirmation by the Administrative Agent of any calculations of termination or other payment amounts being made in accordance with normal industry practice, and (iii) the Stated Amount of the 59 60 Letter of Credit Outstandings (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (eE) fifthFIFTH, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.6sections 2.9, 2.7, 2.10 and 4.53.5 hereof, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rataPRO RATA; (fF) sixthSIXTH, to the payment pro rata PRO RATA of all other amounts owed by the Borrower to the Administrative Agent Agent, to any Letter of Credit Issuer or any Lender under this Agreement or any other Credit Document, and to any counterparties under Designated Hedge Agreements of the Borrower and its Subsidiaries, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts PRO RATA; and (gG) finallyFINALLY, 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. 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: (ai) first, to the payment of all expenses (to the extent not otherwise paid by the BorrowerBorrowers) 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; (bii) second, to the payment pro rata of interest then accrued on the outstanding Loans; (ciii) third, to the payment pro rata of any fees then accrued and payable to the Administrative Agent Agent, any Letter of Credit Issuer or any Lender under this Agreement in respect of the LoansLoans or the Letter of Credit Outstandings; (div) fourth, to the payment pro rata of (A) the principal balance then owing on the outstanding Loans, (B) the amounts then due under Designated Hedge Agreements to creditors of the Company or any Subsidiary, subject to confirmation by the Administrative Agent of any calculations of termination or other payment amounts being made in accordance with normal industry practice, and (C) the Stated Amount of the Letter of Credit Outstandings (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (ev) fifth, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.6sections 2.9, 2.7, 2.10 and 4.53.5 hereof, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rata; (fvi) sixth, to the payment pro rata of all other amounts owed by the Borrower Borrowers to the Administrative Agent Agent, to any Letter of Credit Issuer or any Lender under this Agreement or any other Credit Document, and to any counterparties under Designated Hedge Agreements of the Company and its Subsidiaries, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rata; and (gvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower Borrowers or to whomsoever shall be lawfully entitled thereto.

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: (ai) firstFIRST, to the payment of all expenses (to the extent not otherwise paid by the BorrowerBorrower or any of the other Credit Parties) incurred by the Administrative Agent Agents 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; (bii) secondSECOND, to the payment pro rata PRO RATA of interest then accrued on the outstanding Loans; (ciii) thirdTHIRD, to the payment pro rata PRO RATA of any fees then accrued and payable to the Administrative Agent Agents, any Letter of Credit Issuer or any Lender under this Agreement in respect of the LoansLoans or the Letter of Credit Outstandings; (div) fourthFOURTH, to the payment pro rata of PRO RATA of (A) the principal balance then owing on the outstanding Loans, and (B) the Stated Amount of the Letter of Credit Outstandings (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (ev) fifthFIFTH, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.6sections 2.9, 2.72.10, 3.5 and 4.55.5 hereof, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rataPRO RATA; (fvi) sixthSIXTH, to the payment pro rata PRO RATA of all other amounts owed by the Borrower to the Administrative Agent Agents, to any Letter of Credit Issuer or any Lender under this Agreement or any other Credit Document, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts PRO RATA; and (gvii) finallyFINALLY, 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. 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: (ai) firstFIRST, to the payment of all expenses (to the extent not otherwise paid by the BorrowerBorrower or any of the other Credit Parties) incurred by the Administrative Agent Agents 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; (bii) secondSECOND, to the payment pro rata PRO RATA of interest then accrued on the outstanding Loans; (ciii) thirdTHIRD, to the payment pro rata PRO RATA of any fees then accrued and payable to the Administrative Agent Agents or any Lender under this Agreement in respect of the Loans; (div) fourthFOURTH, to the payment pro rata PRO RATA of the principal balance then owing on the outstanding Loans; (ev) fifthFIFTH, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.6sections 2.9, 2.7, 2.10 and 4.55.5 hereof, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rataPRO RATA; (fvi) sixthSIXTH, to the payment pro rata PRO RATA of all other amounts owed by the Borrower to the Administrative Agent Agents or any Lender under this Agreement or any other Credit Document, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts PRO RATA; and (gvii) finallyFINALLY, 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. 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: (a1) 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; (b2) second, to the payment pro rata of interest then accrued on the outstanding Loans; (c3) third, to the payment pro rata of any fees then accrued and payable to the Administrative Agent Agent, the Collateral Agent, any Letter of Credit Issuer or any Lender under this Agreement in respect of the LoansAgreement; (d4) fourth, to the payment pro rata of (A) the principal balance then owing on the outstanding Loans, (B) the amounts then due under Hedge Agreements with any Lender as a counterparty (subject to confirmation by the Administrative Agent of any calculations of termination or other payment amounts being made in accordance with normal industry practice), and (C) the Stated Amount of the Letter of Credit Outstandings (to be held and applied by the Collateral Agent as security for the reimbursement obligations in respect thereof); (e5) fifth, to the payment pro rata of the amounts then due under Designated Hedge Agreements with a counterparty other than a Lender (subject to confirmation by the Administrative Agent of any calculations of termination or other payment amounts being made in accordance with normal industry practice); (6) sixth, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.6sections 2.10, 2.72.11, 3.5 and 4.56.4 hereof, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rata; (f7) sixthseventh, to the payment pro rata of all other amounts owed by the Borrower to the Administrative Agent Agent, to the Collateral Agent, to any Letter of Credit Issuer, or any Lender under this Agreement or any other Credit Document, and to any counterparties under Designated Hedge Agreements of the Borrower, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rata; and (g) 8) 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.. Table of Contents

Application of Liquidation Proceeds. All monies payments and other amounts received by the Administrative Agent or any Lender from through 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 that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Section 2.9, Section 2.10, Section 3.9 and Section 5.3) payable 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 expensesits capacity as such; (b) second, to the payment pro rata of interest then accrued on that portion of the outstanding LoansObligations constituting fees, indemnities and expenses (including attorneys’ fees and amounts due under Section 2.9, Section 2.10, Section 3.9 and Section 5.3) payable to each Lender or the Letter of Credit Issuer, ratably among them in proportion to the aggregate of all such amounts; (c) third, to the payment pro rata of any fees then that portion of the Obligations constituting accrued and payable unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the Letter of Credit Issuer in proportion to the Administrative Agent or any Lender under this Agreement in respect aggregate of the Loansall such amounts; (d) fourth, to the payment pro rata of that portion of the Obligations constituting unpaid principal balance then owing on of the outstanding LoansLoans and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders and the Letter of Credit Issuer in proportion to the aggregate of all such amounts; (e) fifth, to the payment Administrative Agent for the benefit of the Letter of Credit Issuer to Cash Collateralize the Lenders Stated Amount 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 outstanding Letters of such amounts pro rataCredit; (f) sixth, pro rata to the payment pro rata of (A) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements, and (B) the amounts due to Bank Product Creditors under the Bank Product Documents; (g) seventh, to the payment of all other amounts owed by Obligations of the Borrower Credit Parties owing under or in respect of the Credit Documents that are then due and payable to the Administrative Agent or any Lender under this Agreement or any other Agent, each Letter of Credit DocumentIssuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Bank Product Creditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; and (gh) 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. Subject to Sections 3.8 and 3.9, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under Designated Hedge Agreements under the Bank Product Documents shall be excluded from the application described above if the Administrative Agent has not received written notice, prior to any such application, of the existence of such Obligations together with such supporting documentation as the Administrative Agent may request, from the applicable Designated Hedge Creditors or Bank Product Creditors, as the case may be. Each Designated Hedge Creditors or Bank Product Creditors not a party to this Agreement that has given the required notices contemplated by the preceding sentence shall, by the provision of any such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XI hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Liquidation Proceeds. All Subject to the terms of the Intercreditor Agreement, 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 BorrowerBorrower 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 LoansTerm Loan; (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 LoansTerm Loan; (d) fourth, to the payment pro rata of the principal balance then owing on the outstanding LoansTerm Loan; (e) fifth, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.6, 2.7, and 4.5hereof, 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 Agent, to any Lender under this Agreement or any other Credit Document, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rata; and (g) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower Borrowers or to whomsoever shall be lawfully entitled thereto.

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 BorrowerBorrower 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; (c) third, to the payment pro rata of any fees then accrued and payable to the Administrative Agent Agent, any Letter of Credit Issuer or any Lender under this Agreement in respect of the LoansLoans or the Letter of Credit Outstandings; (d) fourth, to the payment pro rata of (A) the principal balance then owing on the outstanding Loans, (B) the amounts then due under Designated Hedge Agreements to creditors of the Borrowers or any Subsidiary, subject to confirmation by the Administrative Agent of any calculations of termination or other payment amounts being made in accordance with normal industry practice, and (C) the Stated Amount of the Letter of Credit Outstandings (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (e) fifth, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.6, 2.7, 3.5 and 4.55.4 hereof, 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 Agent, to any Letter of Credit Issuer or any Lender under this Agreement or any other Credit Document, and to any counterparties under Designated Hedge Agreements of the Borrowers and their Subsidiaries, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rata; and (g) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower Borrowers or to whomsoever shall be lawfully entitled thereto.

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: (a1) firstFIRST, to the payment of all expenses (to the extent not otherwise paid by the BorrowerBorrowers) 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; (b2) secondSECOND, to the payment pro rata PRO RATA of interest then accrued on the outstanding Loans; (c3) thirdTHIRD, to the payment pro rata PRO RATA of any fees then accrued and payable to the Administrative Agent or any Lender under this Agreement in respect of the LoansAgreement; (d4) fourthFOURTH, to the payment pro rata PRO RATA of the principal balance then owing on the outstanding LoansLoans and Unpaid Drawings; (e5) fifthFIFTH, 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 PRO RATA of all other amounts owed by the Borrower Borrowers to the Administrative Agent or any Lender under this Agreement or any other Credit Document; (6) SIXTH, to the payment PRO RATA of all other amounts owed by the Borrowers to the Administrative Agent or any Lender or any Affiliate of any of the foregoing under any other agreement, instrument or document, so long as the Administrative Agent is provided with a true and correct copy thereof and such person timely certifies to the Administrative Agent the amount or amounts due and owing thereunder; and (g7) finallyFINALLY, any remaining surplus after all of the Obligations and obligations described in clause (6) above have been paid in full, to the Borrower Parent or to whomsoever shall be lawfully entitled thereto.

Application of Liquidation Proceeds. All Subject to section 9, 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: (ai) firstFIRST, to the payment of all expenses (to the extent not otherwise paid by the Borrower) incurred by the Administrative Agent and the Lenders Lender 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; (bii) secondSECOND, to the payment pro rata of interest then accrued on the outstanding Loans; (ciii) thirdTHIRD, 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; (div) fourthFOURTH, to the payment pro rata of the principal balance then owing on the outstanding Loans; (ev) fifthFIFTH, to the payment to the Lenders Lender of any amounts then accrued and unpaid under Sections 2.6sections 2.9, 2.7, 2.10 and 4.5, and if such proceeds are insufficient to pay such amounts in full4.4 hereof; (vi) SIXTH, 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 (gvii) finallyFINALLY, 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. All monies received by the Administrative Agent or any Lender from the exercise of remedies hereunder or under the other Credit Loan Documents or under any other documents relating to this Agreement shall, unless otherwise required by the terms of the other Credit Loan Documents or by applicable law, be applied as follows: (aA) first, to the payment of all expenses (to the extent not otherwise paid by the BorrowerBorrowers) 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; (bB) second, to the payment pro rata of interest then accrued on the outstanding Loans; (cC) third, to the payment pro rata of any fees then accrued and payable to the Administrative Agent Agent, any Letter of Credit Issuer or any Lender under this Agreement in respect of the LoansLoans or the any Letter of Credit outstanding; (dD) fourth, to the payment pro rata of (i) the principal balance then owing on the outstanding Loans, (ii) the amounts then due under Rate Management Obligations to creditors of the Borrowers or any Subsidiary, subject to confirmation by the Administrative Agent of any calculations of termination or other payment amounts being made in accordance with normal industry practice, and (iii) the Stated Amount of any Letters of Credit outstanding (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (eE) fifth, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.6, 2.7, 7.6 and 4.58.1 hereof, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rata; (fF) sixth, to the payment pro rata of all other amounts owed by the Borrower Borrowers to the Administrative Agent Agent, to any Letter of Credit Issuer or any Lender under this Agreement or any other Credit Loan Document, and to any counterparties under Rate Management Obligations of the Borrowers or any Subsidiary, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rata; and (gG) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower Borrowers or to whomsoever shall be lawfully entitled thereto.

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 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: (aI) firstFIRST, to the payment of all expenses (to the extent not otherwise paid by the BorrowerBorrower 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; (bII) secondSECOND, to the payment pro rata PRO RATA of interest then accrued on the outstanding Loans; (cIII) thirdTHIRD, to the payment pro rata PRO RATA of any fees then accrued and payable to the Administrative Agent Agent, any Letter of Credit Issuer or any Lender under this Agreement in respect of the LoansLoans or the Letter of Credit Outstandings; (dIV) fourthFOURTH, to the payment pro rata PRO RATA of (A) the principal balance then owing on the outstanding Loans, (B) the settlement and termination liabilities, fees and premiums then due under Designated Hedge Agreements to creditors of the Borrower or any Subsidiary, subject to confirmation by the Administrative Agent of any calculations of termination or other payment amounts being made in accordance with normal industry practice, and (C) the Stated Amount of the Letter of Credit Outstandings (to be held and applied by the Collateral Agent as security for the reimbursement obligations in respect thereof); (eV) fifthFIFTH, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.6sections 2.9, 2.72.10, 3.5 and 4.55.4 hereof, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rataPRO 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. 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: (ai) firstFIRST, 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; (bii) secondSECOND, to the payment pro rata PRO RATA of interest then accrued on the outstanding Loans; (ciii) thirdTHIRD, to the payment pro rata PRO RATA of any fees then accrued and payable to the Administrative Agent Agent, any Letter of Credit Issuer or any Lender under this Agreement in respect of the LoansLoans or the Letter of Credit Outstandings; (div) fourthFOURTH, to the payment pro rata PRO RATA of (A) the principal balance then owing on the outstanding Loans, and (B) the Stated Amount of the Letter of Credit Outstandings (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (ev) fifthFIFTH, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.6sections 2.10, 2.7, 2.11 and 4.53.5 hereof, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rataPRO RATA; (fvi) sixthSIXTH, to the payment pro rata PRO RATA of all other amounts owed by the Borrower to the Administrative Agent Agent, to any Letter of Credit Issuer or any Lender under this Agreement or any other Credit Document, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts PRO RATA; and (gvii) finallyFINALLY, 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. 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 BorrowerBorrower 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; (c) third, to the payment pro rata of any fees then accrued and payable to the Administrative Agent Agent, any Letter of Credit Issuer or any Lender under this Agreement in respect of the LoansLoans or the Letter of Credit Outstandings; (d) fourth, to the payment pro rata of (A) the principal balance then owing on the outstanding LoansLoans and (B) the Stated Amount of the Letter of Credit Outstandings (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (e) fifth, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.6, 2.7, and 4.55.4, 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 Agent, to any Letter of Credit Issuer 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. 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: (ai) firstFIRST, 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; (bii) secondSECOND, to the payment pro rata PRO RATA of interest then accrued on the outstanding LoansLoans and the outstanding loans under the Bridge Facility Agreement; (ciii) thirdTHIRD, to the payment pro rata PRO RATA of any fees then accrued and payable to the Administrative Agent Agent, any Letter of Credit Issuer or any Lender under this Agreement in respect of the LoansLoans or the Letter of Credit Outstandings; (div) fourthFOURTH, to the payment pro rata PRO RATA of (A) the principal balance then owing on the outstanding Loans, (B) the principal balance then owing on the loans outstanding under the Bridge Facility Agreement, (C) the amounts then due under Designated Hedge Agreements to creditors of the Borrower or any Subsidiary thereunder, subject to confirmation by the Administrative Agent of any calculations of termination or other payment amounts being made in accordance with normal industry practice, and (D) the Stated Amount of the Letter of Credit Outstandings (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (ev) fifthFIFTH, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.6sections 2.10, 2.7, 2.11 and 4.53.5 hereof, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rataPRO RATA; (fvi) sixthSIXTH, to the payment pro rata PRO RATA of all other amounts owed by the Borrower to the Administrative Agent Agent, to any Letter of Credit Issuer or any Lender under this Agreement or any other Credit Document, to the lender under the Bridge Facility Agreement, and to any counterparties under any Designated Hedge Agreements of the Borrower and its Subsidiaries, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts PRO RATA; and (gvii) finallyFINALLY, 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. 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: (ai) first, to the payment of all expenses (to the extent not otherwise paid by the BorrowerCo-Borrowers) 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; (bii) second, to the payment pro rata of interest then accrued on the outstanding Loans; (ciii) 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; (div) fourth, to the payment pro rata of the principal balance then owing on the outstanding Loans; (ev) fifth, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.6sections 2.10, 2.72.11, 3.5 and 4.55.4 hereof, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rata; (fvi) sixth, to the payment pro rata of all other amounts owed by the Borrower Co-Borrowers to the Administrative Agent or any Lender under this Agreement or any other Credit Document; and (gvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower Co-Borrowers or to whomsoever shall be lawfully entitled thereto.

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: (ai) firstFIRST, 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; (bii) secondSECOND, to the payment pro rata PRO RATA of interest then accrued on the outstanding Loans; (ciii) thirdTHIRD, to the payment pro rata PRO RATA of any fees Fees then accrued and payable to the Administrative Agent Agent, any Issuing Bank or any Lender under this Agreement in respect of the LoansLoans or the Total LC Exposure; (div) fourthFOURTH, to the payment pro rata PRO RATA of (A) the principal balance then owing on the outstanding Loans, (B) the amount of the LC Disbursements which remain unreimbursed, and (C) the Stated Amount of all Letters of Credit which are outstanding (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (ev) fifthFIFTH, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.6sections 2.8, 2.72.9, 3.7 and 4.55.4 hereof, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rataPRO RATA; (fvi) sixthSIXTH, to the payment pro rata PRO RATA of all other amounts owed by the Borrower to the Administrative Agent Agent, to any Issuing Bank or any Lender under this Agreement or any other Credit Document, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts PRO RATA; and (gvii) finallyFINALLY, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.