Common use of Application of Payment Clause in Contracts

Application of Payment. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall, subject to Section 2.20, be applied by the Administrative Agent as follows: (i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 and amounts pursuant to Section 2.12(c) payable to the Administrative Agent in its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.03) arising under the Credit Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by law.

Application of Payment. Notwithstanding anything herein Subsequent to the contrary, following acceleration of the occurrence Obligations or upon Administrative Agent’s exercise of any rights and remedies during the continuance of an Event of DefaultDefault against the Collateral, in each case, under Section 8.1 hereof, payments and notice thereof prepayments with respect to the Obligations made to Administrative Agent by Agent, the Borrower or the Required Lenders, all payments Issuing Lender, or Swingline Lender or otherwise received by Administrative Agent, any Lender, Issuing Lender or Swingline Lender (from realization on account of Collateral or otherwise, but excluding any funds held to Cash Collateralize the Obligations shallLC Exposure which shall be applied to, or held to pay, the LC Exposure as set forth in Section 2.5(l) and subject to the rights of Non-Defaulting Lenders pursuant to Section 2.20, 2.21) shall be applied by distributed in the Administrative Agent as follows: (i) firstfollowing order of priority: FIRST, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including attorneys’ fees and expenses), if any, payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 and amounts pursuant to Section 2.12(c) payable to the Administrative Agent in its capacity as such); (ii) second; SECOND, to payment of that portion of the Obligations constituting fees, expensesindemnities, indemnities expenses and other amounts (other than principal principal, reimbursement obligations in respect of L/C Disbursements and interest) payable to the Lenders Lenders, Swingline Lender and Issuing Lender (including attorneys’ fees and disbursements and other charges of counsel to the Lenders payable under Section 11.03expenses) arising under the Credit Loans Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and; (v) fifth; THIRD, to the payment of interest then due and payable on the Swingline Loans; FOURTH, to the payment of the principal of any Swingline Loans then outstanding; FIFTH, to the payment of interest then due and payable on the Revolving Credit Loans and the Term Loans, on a pro rata basis; SIXTH, on a pro rata basis, to (a) the payment of principal of the Revolving Credit Loans, (b) the payment of principal of the Term Loans, (c) Cash Collateralize the LC Exposure in full accordance with clause (a) of all the definition of “Fully Satisfied” set forth in this Agreement, and (d) the payment of (or Cash Collateralization of in accordance with clause (b) of the definition of “Fully Satisfied” set forth in this Agreement) any Bank Product Obligations until Fully Satisfied; SEVENTH, to any other ObligationsObligations not otherwise referred to in this Section, and EIGHTH, to the applicable Obligors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided, however, that, notwithstanding anything to the contrary set forth above, in each case ratably among no event shall any proceeds of any Collateral owned, or any Guarantee provided, by any Obligor under any Loan Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such Obligor, but appropriate adjustments shall be made with respect to payments from other Obligors to preserve the allocation to Obligations otherwise set forth above in this Section; provided, further, that Administrative Agent and may elect to apply the Lenders based upon the respective aggregate amounts proceeds of all any such Collateral or Guarantee to repay or cash collateralize any Obligations owing to them in accordance with the respective amounts thereof then due and payable; and priority set forth above (viother than Excluded Swap Obligation with respect to such Obligor) finallybefore applying the proceeds of any other Collateral or Guarantee provided under any Loan Document, if in the reasonable determination of Administrative Agent, such order of application will maximize the repayment of all of the Obligations. Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys, or balances in accordance with this Agreement. Upon any sale of Collateral by Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the balance, if any, after all Obligations have been indefeasibly paid in full, receipt of the purchase money by Administrative Agent or of the officer making the sale shall be a sufficient discharge to the Borrower purchaser or as otherwise required by lawpurchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Payment. Notwithstanding anything herein Subsequent to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments received on account acceleration of the Obligations shallunder Section 8.1 hereof or at any time after the demand by the Required Lenders for payment of the Obligations, payments and prepayments with respect to the Obligations made to Administrative Agent or the Lenders or otherwise received by Administrative Agent or any Lender (from realization on Collateral or otherwise and subject to the rights of Non-Defaulting Lenders pursuant to Section 2.202.17) shall be distributed in the following order of priority: FIRST, be applied to the reasonable costs and expenses (including attorneys’ fees and expenses), if any, incurred by the Administrative Agent as follows: (i) firstor any Lender in the collection of such amounts under this Agreement or of the Loan Documents, including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral; SECOND, to any fees then due and payable to Administrative Agent and Lenders under this Agreement or any other Loan Document; THIRD, to the payment of that portion interest then due and payable on the Loans; FOURTH, on a pro rata basis, to the payment of principal of the Loans until Fully Satisfied; FIFTH, to any other Obligations constituting feesnot otherwise referred to in this Section, indemnitiesand SIXTH, expenses and other amounts payable to the Borrower, its successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided, that Administrative Agent may elect to apply the proceeds of any such Collateral to repay any Obligations before applying the proceeds of any other Collateral provided under any Loan Document, if in the reasonable determination of Administrative Agent, such order of application will maximize the repayment of all of the Obligations. Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys, or balances in accordance with this Agreement. Upon any sale of Collateral by Administrative Agent (including fees and disbursements and other charges pursuant to a power of counsel sale granted by statute or under a judicial proceeding), the receipt of the purchase money by Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to Administrative Agent payable under Section 11.03 and amounts pursuant to Section 2.12(c) payable to or such officer or be answerable in any way for the Administrative Agent in its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.03) arising under the Credit Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by lawmisapplication thereof.

Application of Payment. Notwithstanding anything herein Subsequent to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments received on account acceleration of the Obligations shallunder Section 7.2 hereof, subject payments and prepayments with respect to Section 2.20the Obligations made to Administrative Agent, be applied the Lenders, or otherwise received by the Administrative Agent as follows: (i) firstor any Lender shall be distributed in the following order of priority: FIRST, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including attorneys’ fees and expenses), if any, payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 and amounts pursuant to Section 2.12(c) payable to the Administrative Agent in its capacity as such); (ii) second; SECOND, to payment of that portion of the Obligations constituting fees, expensesindemnities, indemnities expenses and other amounts (other than principal and interest) payable to the Lenders (including attorneys’ fees and disbursements and other charges of counsel to the Lenders payable under Section 11.03expenses) arising under the Credit Loans Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and; (v) fifth; THIRD, to the payment of interest then due and payable on the Loans; FOURTH, to the payment of principal of the Loans; FIFTH, to any other Obligations not otherwise referred to in full this Section, and SIXTH, to the applicable Obligors, their successors or assigns, or as a court of all other Obligationscompetent jurisdiction may otherwise direct; provided, in each case ratably among the however, that Administrative Agent and may elect to apply the Lenders based upon the respective aggregate amounts proceeds of all such any guarantee to repay any Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, priority set forth above before applying the balanceproceeds of any other guarantee provided under any Loan Document, if anyin the reasonable determination of Administrative Agent, after such order of application will maximize the repayment of all Obligations of the Obligations. Administrative Agent shall have been indefeasibly paid in full, absolute discretion as to the Borrower time of application of any such proceeds, moneys, or as otherwise required by lawbalances in accordance with this Agreement.

Application of Payment. Notwithstanding anything herein Subsequent to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments received on account acceleration of the Obligations shallunder Section 8.1 hereof, subject payments and prepayments with respect to Section 2.20the Obligations made to Lender, or otherwise received by Lender (from realization on Collateral or otherwise, but excluding any funds held to Cash Collateralize the LC Exposure that shall be applied by to, or held to pay, the Administrative Agent LC Exposure as follows: (iset forth in Section 2.4(l)) firstshall be distributed in the following order of priority: FIRST, to payment the reasonable costs and expenses (including attorneys’ fees and expenses), if any, incurred by Lender in the collection of that portion such amounts under this Agreement or of the Obligations constituting feesLoan Documents, indemnitiesincluding, expenses without limitation, any costs incurred in connection with the sale or disposition of any Collateral; SECOND, to any fees then due and other amounts payable to the Administrative Agent (including fees and disbursements and Lender under this Agreement or any other charges of counsel to the Administrative Agent payable under Section 11.03 and amounts pursuant to Section 2.12(c) payable to the Administrative Agent in its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.03) arising under the Credit Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and; (v) fifthLoan Document; THIRD, to the payment of interest then due and payable on the Loans; FOURTH, on a pro rata basis, to (a) the payment of principal of the Loans, (b) Cash Collateralize the LC Exposure in full accordance with clause (a) of all other the definition of “Fully Satisfied” set forth in this Agreement, and (c) the payment of any Bank Product Obligations, until each of the foregoing Obligations in each case ratably among clauses (a) through (c) of this Section 8.2 are Fully Satisfied; FIFTH, to any other Obligations not otherwise referred to in this Section 8.2, and SIXTH, to the Administrative Agent applicable Obligors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided, however, that, notwithstanding anything to the contrary set forth above, in no event shall any proceeds of any Collateral owned, or any guaranty provided, by any Obligor under any Loan Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such Obligor, but appropriate adjustments shall be made with respect to payments from other Obligors to preserve the allocation to Obligations otherwise set forth above in this Section; and provided further, that Lender may elect to apply the Lenders based upon the respective aggregate amounts proceeds of all any such Collateral or Guarantee to repay or Cash Collateralize any Obligations owing to them in accordance with the respective amounts thereof then due and payable; and priority set forth above before applying the proceeds of any other Collateral or Guarantee provided under any Loan Document, if in the reasonable determination of Xxxxxx, such order of application will maximize the repayment of all of the Obligations. Lender shall have absolute discretion as to the time of application of any such proceeds, moneys, or balances in accordance with this Agreement. Upon any sale of Collateral by Xxxxxx (vi) finallyincluding pursuant to a power of sale granted by statute or under a judicial proceeding), the balance, if any, after all Obligations have been indefeasibly paid in full, receipt of the purchase money by Xxxxxx or of the officer making the ACTIVE 65850631v14 sale shall be a sufficient discharge to the Borrower purchaser or as otherwise required by lawpurchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to Lender or such officer or be answerable in any way for the misapplication thereof.

Application of Payment. Notwithstanding anything herein Subsequent to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments received on account acceleration of the Obligations shallunder Section 8.1, subject payments and prepayments with respect to Section 2.20the Obligations made to Administrative Agent, the Lenders, Issuing Lender, Swingline Lender or otherwise received by Administrative Agent, any Lender, Issuing Lender or Swingline Lender (from realization on Collateral or otherwise, but excluding any funds held to Cash Collateralize the LC Exposure which shall be applied to, or held to pay, the LC Exposure as set forth in Section 2.5(l)) shall be distributed in the following order of priority: FIRST, to the reasonable costs and expenses (including attorneys’ fees and expenses), if any, incurred by Administrative Agent, any Lender, Issuing Lender or Swingline Lender in the collection of such amounts under this Agreement or of the Loan Documents, including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral; SECOND, to the payment of interest then due and payable on the Swingline Loans; THIRD, to the payment of the principal of any Swingline Loans then outstanding; FOURTH, to any fees then due and payable to Administrative Agent, Lenders and Issuing Lender under this Agreement or any other Loan Document; FIFTH, to the payment of interest then due and payable on the Loans, on a pro rata basis; SIXTH, on a pro rata basis, to (a) the payment of principal of the Loans, (b) Cash Collateralize the LC Exposure in accordance with clause (a) of the definition of Fully Satisfied, and (c) the payment of any Bank Product Obligations arising in connection with Hedging Agreements, until each of the foregoing Obligations in clauses (a) through (c) of this Section 8.2 are Fully Satisfied; SEVENTH, to the payment of any Bank Product Obligations arising in connection with Cash Management Services, until all such Obligations are Fully Satisfied; EIGHTH, to the payment of any other Obligations not otherwise referred to in this Section; and NINTH, to the applicable Obligors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided, however, that, notwithstanding anything to the contrary set forth above, in no event shall any proceeds of any Collateral owned, or any Guarantee provided, by any Obligor under any Loan Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such Obligor, but appropriate adjustments shall be made with respect to payments from other Obligors to preserve the allocation to Obligations otherwise set forth above in this Section; provided, further, that Administrative Agent as follows: may elect to apply the proceeds of any such Collateral or Guarantee to repay or cash collateralize any Obligations in accordance with the priority set forth above (iother than Excluded Swap Obligation with respect to such Obligor) firstbefore applying the proceeds of any other Collateral or Guarantee provided under any Loan Document, to payment if in the reasonable determination of that portion Administrative Agent, such order of application will maximize the repayment of all of the Obligations constituting fees, indemnities, expenses and other amounts payable Obligations. Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys, or balances in accordance with this Agreement. Upon any sale of Collateral by Administrative Agent (including fees and disbursements and other charges pursuant to a power of counsel sale granted by statute or under a judicial proceeding), the receipt of the purchase money by Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to Administrative Agent payable under Section 11.03 and amounts pursuant to Section 2.12(c) payable to or such officer or be answerable in any way for the Administrative Agent in its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.03) arising under the Credit Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by lawmisapplication thereof.

Application of Payment. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall, subject to Section 2.20, shall be applied by the Administrative Agent (or the Collateral Agent, as applicable) as follows: (ia) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 Article 8 and amounts pursuant to Section 2.12(cpayable under the Agent Fee Letter) payable to the Administrative Agent and the Collateral Agent in its their capacity as such); (iib) second, to the payment of that portion of Obligations constituting accrued and unpaid interest on Protective Advances ratably among the applicable Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) third, to the payment of that portion of Obligations constituting the unpaid principal balance of Protective Advances ratably among the applicable Lenders in proportion to the respective amounts described in this clause (c) payable to them; (d) fourth, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.03any Credit Document) arising under the Credit Documents, ratably among them in proportion to the respective amounts described in this clause (iid) payable to them; (iiie) thirdfifth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans (other than Protective Advances), ratably among the Lenders in proportion to the respective amounts described in this clause (iiie) payable to them; (ivf) fourthsixth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and(other than Protective Advances) ratably among the Lenders in proportion to the respective amounts described in this clause (f) payable to them; (vg) fifthseventh, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent, the Collateral Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vih) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by law.

Application of Payment. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall, subject to Section 2.20, shall be applied by the Administrative Agent (or the Collateral Agent, as applicable) as follows: (ia) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 Article 8 and amounts pursuant to Section 2.12(cpayable under the Fee Letter) payable to the Administrative Agent and the Collateral Agent in its their capacity as such); (iib) second, to the payment of that portion of Obligations constituting accrued and unpaid interest on Protective Advances ratably among the applicable Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) third, to the payment of that portion of Obligations constituting the unpaid principal balance of Protective Advances ratably among the applicable Lenders in proportion to the respective amounts described in this clause (c) payable to them; (d) fourth, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.03any Credit Document) arising under the Credit Documents, ratably among them in proportion to the respective amounts described in this clause (iid) payable to them; (iiie) thirdfifth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the LoansLoans (other than Protective Advances), ratably among the Lenders in proportion to the respective amounts described in this clause (iiie) payable to them; (ivf) fourthsixth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and(other than Protective Advances), ratably among the Lenders in proportion to the respective amounts described in this clause (f) payable to them; (vg) fifthseventh, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent, the Collateral Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vih) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by law.

Application of Payment. Notwithstanding anything herein Subsequent to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments received on account acceleration of the Obligations shallunder Section 8.1 hereof, subject payments and prepayments with respect to Section 2.20the Obligations made to Lender, or otherwise received by Lender (from realization on Collateral or otherwise, but excluding any funds held to Cash Collateralize the LC Exposure that shall be applied by to, or held to pay, the Administrative Agent LC Exposure as follows: (iset forth in Section 2.4(l)) firstshall be distributed in the following order of priority: FIRST, to payment the reasonable costs and expenses (including attorneys’ fees and expenses), if any, incurred by Lender in the collection of that portion such amounts under this Agreement or of the Obligations constituting feesLoan Documents, indemnitiesincluding, expenses without limitation, any costs incurred in connection with the sale or disposition of any Collateral; SECOND, to any fees then due and other amounts payable to the Administrative Agent (including fees and disbursements and Lender under this Agreement or any other charges of counsel to the Administrative Agent payable under Section 11.03 and amounts pursuant to Section 2.12(c) payable to the Administrative Agent in its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.03) arising under the Credit Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and; (v) fifthLoan Document; THIRD, to the payment of interest then due and payable on the Loans; FOURTH, on a pro rata basis, to (a) the payment of principal of the Loans, (b) Cash Collateralize the LC Exposure in full accordance with clause (a) of all other the definition of “Fully Satisfied” set forth in this Agreement, and (c) the payment of any Bank Product Obligations, until each of the foregoing Obligations in each case ratably among clauses (a) through (c) of this Section 8.2 are Fully Satisfied; FIFTH, to any other Obligations not otherwise referred to in this Section 8.2, and SIXTH, to the Administrative Agent applicable Obligors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided, however, that, notwithstanding anything to the contrary set forth above, in no event shall any proceeds of any Collateral owned, or any guaranty provided, by any Obligor under any Loan Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such Obligor, but appropriate adjustments shall be made with respect to payments from other Obligors to preserve the allocation to Obligations otherwise set forth above in this Section; and provided further, that Lender may elect to apply the Lenders based upon the respective aggregate amounts proceeds of all any such Collateral or Guarantee to repay or Cash Collateralize any Obligations owing to them in accordance with the respective amounts thereof then due and payable; and priority set forth above before applying the proceeds of any other Collateral or Guarantee provided under any Loan Document, if in the reasonable determination of Lender, such order of application will maximize the repayment of all of the Obligations. Lender shall have absolute discretion as to the time of application of any such proceeds, moneys, or balances in accordance with this Agreement. Upon any sale of Collateral by Lender (vi) finallyincluding pursuant to a power of sale granted by statute or under a judicial proceeding), the balance, if any, after all Obligations have been indefeasibly paid in full, receipt of the purchase money by Lender or of the officer making the sale shall be a sufficient discharge to the Borrower purchaser or as otherwise required by lawpurchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to Lender or such officer or be answerable in any way for the misapplication thereof.

Application of Payment. Notwithstanding anything herein Subsequent to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments received on account acceleration of the Obligations shallunder Section 8.1 hereof or at any time after the demand by the Required Lenders for payment of the Obligations, payments and prepayments with respect to the Obligations made to Administrative Agent or the Lenders or otherwise received by Administrative Agent or any Lender (from realization on Collateral or otherwise and subject to the rights of Non-Defaulting Lenders pursuant to Section 2.202.17) shall be distributed in the following order of priority: FIRST, be applied to the reasonable costs and expenses (including attorneys’ fees and expenses), if any, incurred by the Administrative Agent as follows: (i) firstor any Lender in the collection of such amounts under this Agreement or of the Loan Documents, including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral; SECOND, to any fees then due and payable to Administrative Agent and Lenders under this Agreement or any other Loan Document; THIRD, to the payment of that portion interest then due and payable on the Loans; FOURTH, on a pro rata basis, to the payment of principal of the Loans until Fully Satisfied; FIFTH, to any other Obligations constituting feesnot otherwise referred to in this Section (subject, indemnitiesas applicable, expenses and other amounts payable to the terms of any Metals Lease Intercreditor Agreement), and SIXTH, to the Borrower, its successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided, that Administrative Agent may elect to apply the proceeds of any such Collateral to repay any Obligations (subject, as applicable, to the terms of any Metals Lease Intercreditor Agreement) before applying the proceeds of any other Collateral provided under any Loan Document, if in the reasonable determination of Administrative Agent, such order of application will maximize the repayment of all of the Obligations. Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys, or balances in accordance with this Agreement. Upon any sale of Collateral by Administrative Agent (including fees and disbursements and other charges pursuant to a power of counsel sale granted by statute or under a judicial proceeding), the receipt of the purchase money by Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to Administrative Agent payable under Section 11.03 and amounts pursuant to Section 2.12(c) payable to or such officer or be answerable in any way for the Administrative Agent in its capacity as such); (ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.03) arising under the Credit Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and; (v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by lawmisapplication thereof.

Application of Payment. Notwithstanding anything herein Subsequent to the contraryacceleration of the Obligations under Section 9.01 hereof, following payments and prepayments with respect to the occurrence and during the continuance of an Event of Default, and notice thereof Obligations made to the Administrative Agent by Agent, the Borrower Collateral Agent, the Banks, Letter of Credit Issuer, or the Required Lenders, all payments Swingline Bank or otherwise received on account of the Obligations shall, subject to Section 2.20, be applied by the Administrative Agent as follows: Agent, the Collateral Agent, any Bank, Letter of Credit Issuer or Swingline Bank (i) from realization on Collateral or otherwise), shall be distributed in the following order of priority: first, to payment of that portion of the Obligations constituting fees, indemnities, reasonable costs and expenses and other amounts payable to the Administrative Agent (including attorneys’ fees and disbursements and other charges expenses), if any, incurred by Administrative Agent, Collateral Agent, any Bank, Letter of counsel to Credit Issuer or Swingline Bank in the Administrative Agent payable collection of such amounts under Section 11.03 and amounts pursuant to Section 2.12(c) payable to the Administrative Agent in its capacity as such); (ii) second, to payment this Agreement or of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.03) arising under the Credit Documents, ratably among them including, without limitation, any costs incurred in proportion connection with the sale or disposition of any Collateral; second, to the respective amounts described in this clause (ii) payment of interest then due and payable to them; (iii) on the Swingline Loans; third, to the payment of that portion the principal of interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) any Swingline Loans then outstanding; fourth, to payment any fees then due and payable to Administrative Agent, Collateral Agent, the Banks and the Letter of that portion of the Obligations constituting unpaid principal of the Loans and; (v) Credit Issuer under this Agreement or any other Credit Document; fifth, to the payment of interest then due and payable on the Revolving Loans; sixth, on a pro rata basis, to (a) the payment of principal of the Revolving Loans, (b) the payment of principal of any Unpaid Drawings, (c) cash collateralize the Letters of Credit then outstanding in full accordance with clause (a) of the definition of “Fully Satisfied” set forth in this Agreement, and (d) the payment of any amounts due under any Interest Rate Protection Agreement or Other Hedging Agreement, until each of the foregoing Obligations in clauses (a) through (d) of this Section 9.02 are Fully Satisfied; seventh, to any other Obligations not otherwise referred to in this Section, and eighth, to the applicable Credit Party, their successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided, however, that, notwithstanding anything to the contrary set forth above, in no event shall any proceeds of any Collateral owned, or any guarantee provided, by any Credit Party under any Credit Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such Credit Party, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section; provided, further, that the Administrative Agent or the Collateral Agent may elect to apply the proceeds of any such Collateral or guarantee to repay or cash collateralize any Obligations in accordance with the priority set forth above (other than Excluded Swap Obligation with respect to such Credit Party) before applying the proceeds of any other Collateral or guarantee provided under any Credit Document, if in the reasonable determination of the Administrative Agent or the Collateral Agent, as applicable, such order of application will maximize the repayment of all other of the Obligations, in each case ratably among the . The Administrative Agent and the Lenders based upon Collateral Agent shall have absolute discretion as to the respective aggregate amounts time of all application of any such Obligations owing to them proceeds, moneys, or balances in accordance with this Agreement. Upon any sale of Collateral by the respective amounts thereof then due and payable; and Collateral Agent (vi) finallyincluding pursuant to a power of sale granted by statute or under a judicial proceeding), the balance, if any, after all Obligations have been indefeasibly paid in full, receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the Borrower purchaser or as otherwise required by lawpurchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Payment. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall, subject to Section 2.20, shall be applied by the Administrative Agent as follows: (ia) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 11.03 and amounts pursuant to Section 2.12(c14.03) payable to the Administrative Agent in its capacity as such); (iib) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 11.0314.03) arising under the Credit Loan Documents, ratably among them in proportion to the respective amounts described in this clause (iib) payable to them; (iiic) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iiic) payable to them; (ivd) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans andratably among the Lenders in proportion to the respective amounts described in this clause (d) payable to them; (ve) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vif) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by lawLaw.