Common use of Application of Payment Clause in Contracts

Application of Payment. Subsequent to the acceleration of the Obligations or upon Administrative Agent’s exercise of any rights and remedies during an Event of Default against the Collateral, in each case, under Section 8.1 hereof, payments and prepayments with respect to the Obligations made to Administrative Agent, the Lenders, Issuing Lender, or 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) and subject to the rights of Non-Defaulting Lenders pursuant to Section 2.21) shall be distributed in the following order of priority: FIRST, to the fees, indemnities, expenses and other amounts (including attorneys’ fees and expenses), if any, payable to Administrative Agent in its capacity as such; SECOND, to the fees, indemnities, expenses and other amounts (other than principal, reimbursement obligations in respect of L/C Disbursements and interest) payable to the Lenders, Swingline Lender and Issuing Lender (including attorneys’ fees and expenses) arising under the Loans Documents, ratably among them in proportion to the respective amounts described in this clause payable to them; 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 accordance with clause (a) of 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 Obligations 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 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 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 Obligor) before 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 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 or such officer or be answerable in any way for the misapplication thereof.

Application of Payment. Subsequent to the acceleration of the Obligations or upon Administrative Agent’s exercise of any rights and remedies during an Event of Default against the Collateral, in each case, under Section 8.1 hereofhereof 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, Agent or the Lenders, Issuing Lender, or Swingline Lender Lenders or otherwise received by Administrative Agent, Agent or 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) otherwise and subject to the rights of Non-Defaulting Lenders pursuant to Section 2.212.17) shall be distributed in the following order of priority: FIRST, to the fees, indemnities, reasonable costs and expenses and other amounts (including attorneys’ fees and expenses), if any, incurred by Administrative Agent or 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 in its capacity as such; SECOND, to the fees, indemnities, expenses and Lenders under this Agreement or any other amounts (other than principal, reimbursement obligations in respect of L/C Disbursements and interest) payable to the Lenders, Swingline Lender and Issuing Lender (including attorneys’ fees and expenses) arising under the Loans Documents, ratably among them in proportion to the respective amounts described in this clause payable to themLoan Document; 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 accordance with clause (a) of 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 Loans until Fully Satisfied; SEVENTHFIFTH, to any other Obligations not otherwise referred to in this Section, and EIGHTHSIXTH, to the applicable ObligorsBorrower, their its 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 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 Obligor) before 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 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 or such officer or be answerable in any way for the misapplication thereof.

Application of Payment. Subsequent to the acceleration of the Obligations or upon Administrative Agent’s exercise of any rights and remedies during an Event of Default against the Collateral, in each case, under Section 8.1 hereof8.1, payments and prepayments with respect to the Obligations made to Administrative Agent, the Lenders, Issuing Lender, or 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) and subject to the rights of Non-Defaulting Lenders pursuant to Section 2.21)) shall be distributed in the following order of priority: FIRST, to the fees, indemnities, reasonable costs and expenses and other amounts (including attorneys’ fees and expenses), if any, payable to incurred by Administrative Agent Agent, any Lender, Issuing Lender or Swingline Lender in its capacity as suchthe 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 fees, indemnities, expenses and other amounts (other than principal, reimbursement obligations in respect of L/C Disbursements and interest) payable to the Lenders, Swingline Lender and Issuing Lender (including attorneys’ fees and expenses) arising under the Loans Documents, ratably among them in proportion to the respective amounts described in this clause payable to them; THIRD, to the payment of interest then due and payable on the Swingline Loans; FOURTHTHIRD, 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 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 accordance with clause (a) of the definition of “Fully Satisfied” set forth in this Agreement, and (dc) 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 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 EIGHTHNINTH, 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 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 Obligor) before 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 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 or such officer or be answerable in any way for the misapplication thereof.

Application of Payment. Subsequent to the acceleration of the Obligations or upon Administrative Agent’s exercise of any rights and remedies during an Event of Default against the Collateral, in each case, under Section 8.1 hereofhereof 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, Agent or the Lenders, Issuing Lender, or Swingline Lender Lenders or otherwise received by Administrative Agent, Agent or 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) otherwise and subject to the rights of Non-Defaulting Lenders pursuant to Section 2.212.17) shall be distributed in the following order of priority: FIRST, to the fees, indemnities, reasonable costs and expenses and other amounts (including attorneys’ fees and expenses), if any, incurred by Administrative Agent or 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 in its capacity as such; SECOND, to the fees, indemnities, expenses and Lenders under this Agreement or any other amounts (other than principal, reimbursement obligations in respect of L/C Disbursements and interest) payable to the Lenders, Swingline Lender and Issuing Lender (including attorneys’ fees and expenses) arising under the Loans Documents, ratably among them in proportion to the respective amounts described in this clause payable to themLoan Document; 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 accordance with clause (a) of 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 Loans until Fully Satisfied; SEVENTHFIFTH, to any other Obligations not otherwise referred to in this SectionSection (subject, and EIGHTHas applicable, to the applicable Obligorsterms of any Metals Lease Intercreditor Agreement), their and SIXTH, to the Borrower, its 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 may elect to apply the proceeds of any such Collateral or Guarantee to repay or cash collateralize any Obligations in accordance with (subject, as applicable, to the priority set forth above (other than Excluded Swap Obligation with respect to such Obligorterms of any Metals Lease Intercreditor Agreement) before 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 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 or such officer or be answerable in any way for the misapplication thereof.

Application of Payment. Subsequent to the acceleration of the Obligations or upon Administrative Agent’s exercise of any rights and remedies during an Event of Default against the Collateral, in each case, under Section 8.1 hereof, payments and prepayments with respect to the Obligations made to Administrative Agent, the Lenders, Issuing Lender, or 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 that 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 2.212.4(l)) shall be distributed in the following order of priority: FIRST, to the fees, indemnities, reasonable costs and expenses and other amounts (including attorneys’ fees and expenses), if any, payable to Administrative Agent incurred by Lender in its capacity as suchthe 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 fees, indemnities, expenses any fees then due and other amounts (other than principal, reimbursement obligations in respect of L/C Disbursements and interest) payable to the Lenders, Swingline Lender and Issuing Lender (including attorneys’ fees and expenses) arising under the Loans Documents, ratably among them in proportion to the respective amounts described in this clause payable to themAgreement or any other Loan Document; 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 accordance with clause (a) of the definition of “Fully Satisfied” set forth in this Agreement, and (dc) 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 each of the foregoing Obligations until in clauses (a) through (c) of this Section 8.2 are Fully Satisfied; SEVENTHFIFTH, to any other Obligations not otherwise referred to in this SectionSection 8.2, and EIGHTHSIXTH, 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 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; provided, and provided further, that Administrative Agent Lender may elect to apply the proceeds of any such Collateral or Guarantee to repay or cash collateralize Cash Collateralize any Obligations in accordance with the priority set forth above (other than Excluded Swap Obligation with respect to such Obligor) before applying the proceeds of any other Collateral or Guarantee provided under any Loan Document, if in the reasonable determination of Administrative AgentLender, such order of application will maximize the repayment of all of the Obligations. Administrative Agent 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 Administrative Agent Lender (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by Administrative Agent Lender 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 Lender or such officer or be answerable in any way for the misapplication thereof.

Application of Payment. Subsequent to the acceleration of the Obligations or upon Administrative Agent’s exercise of any rights and remedies during an Event of Default against the Collateral, in each case, under Section 8.1 hereof, payments and prepayments with respect to the Obligations made to Administrative Agent, the Lenders, Issuing Lender, or 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 that 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 2.212.4(l)) shall be distributed in the following order of priority: FIRST, to the fees, indemnities, reasonable costs and expenses and other amounts (including attorneys’ fees and expenses), if any, payable to Administrative Agent incurred by Lender in its capacity as suchthe 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 fees, indemnities, expenses any fees then due and other amounts (other than principal, reimbursement obligations in respect of L/C Disbursements and interest) payable to the Lenders, Swingline Lender and Issuing Lender (including attorneys’ fees and expenses) arising under the Loans Documents, ratably among them in proportion to the respective amounts described in this clause payable to themAgreement or any other Loan Document; 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 accordance with clause (a) of the definition of “Fully Satisfied” set forth in this Agreement, and (dc) 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 each of the foregoing Obligations until in clauses (a) through (c) of this Section 8.2 are Fully Satisfied; SEVENTHFIFTH, to any other Obligations not otherwise referred to in this SectionSection 8.2, and EIGHTHSIXTH, 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 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; provided, and provided further, that Administrative Agent Lender may elect to apply the proceeds of any such Collateral or Guarantee to repay or cash collateralize Cash Collateralize any Obligations in accordance with the priority set forth above (other than Excluded Swap Obligation with respect to such Obligor) before applying the proceeds of any other Collateral or Guarantee provided under any Loan Document, if in the reasonable determination of Administrative AgentXxxxxx, such order of application will maximize the repayment of all of the Obligations. Administrative Agent 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 Administrative Agent Xxxxxx (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by Administrative Agent Xxxxxx or of the officer making the ACTIVE 65850631v14 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 Lender or such officer or be answerable in any way for the misapplication thereof.

Application of Payment. Subsequent to the acceleration of the Obligations or upon Administrative Agent’s exercise of any rights and remedies during an Event of Default against the Collateral, in each case, under Section 8.1 9.01 hereof, payments and prepayments with respect to the Obligations made to the Administrative Agent, the LendersCollateral Agent, Issuing Lenderthe Banks, Letter of Credit Issuer, or Swingline Lender Bank or otherwise received by the Administrative Agent, the Collateral Agent, any LenderBank, Issuing Lender Letter of Credit Issuer or Swingline Lender Bank (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) and subject to the rights of Non-Defaulting Lenders pursuant to Section 2.21) shall be distributed in the following order of priority: FIRSTfirst, to the fees, indemnities, reasonable costs and expenses and other amounts (including attorneys’ fees and expenses), if any, payable to incurred by Administrative Agent Agent, Collateral Agent, any Bank, Letter of Credit Issuer or Swingline Bank in its capacity as such; SECOND, to the fees, indemnities, expenses and other collection of such amounts (other than principal, reimbursement obligations in respect under this Agreement or of L/C Disbursements and interest) payable to the Lenders, Swingline Lender and Issuing Lender (including attorneys’ fees and expenses) arising under the Loans Credit Documents, ratably among them including, without limitation, any costs incurred in proportion to connection with the respective amounts described in this clause payable to themsale or disposition of any Collateral; THIRDsecond, to the payment of interest then due and payable on the Swingline Loans; FOURTHthird, to the payment of the principal of any Swingline Loans then outstanding; FIFTHfourth, to any fees then due and payable to Administrative Agent, Collateral Agent, the Banks and the Letter of Credit Issuer under this Agreement or any other Credit Document; fifth, to the payment of interest then due and payable on the Revolving Credit Loans and the Term Loans, on a pro rata basis; SIXTHsixth, on a pro rata basis, to (a) the payment of principal of the Revolving Credit Loans, (b) the payment of principal of the Term Loansany Unpaid Drawings, (c) Cash Collateralize cash collateralize the LC Exposure Letters of Credit then outstanding in 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 (or Cash Collateralization of in accordance with clause a) through (bd) of the definition of “Fully Satisfied” set forth in this Agreement) any Bank Product Obligations until Section 9.02 are Fully Satisfied; SEVENTHseventh, to any other Obligations not otherwise referred to in this Section, and EIGHTHeighth, to the applicable ObligorsCredit 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 guarantee provided, by any Obligor Credit Party under any Loan Credit Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such ObligorCredit Party, but appropriate adjustments shall be made with respect to payments from other Obligors 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 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 ObligorCredit Party) before applying the proceeds of any other Collateral or Guarantee guarantee provided under any Loan 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 of the Obligations. The Administrative Agent and the Collateral 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 the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by Administrative the Collateral 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 the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.