Application of Payments After Exercise of Rights. All payments made by or on behalf of the Borrower under this Agreement after the exercise by the Lender of any rights arising under Section 9.2 shall be applied in each instance in the following order, unless the Lender otherwise determines in its sole and absolute discretion:
(a) firstly, in payment of the reasonable costs and expenses of any realization, including the out-of-pocket expenses of the Lender and the reasonable fees and out-of-pocket expenses of counsel employed in connection therewith, and to the payment of all reasonable funds made available by the Lender for the account of the Borrower in connection with such realization and the payment of all reasonable out-of-pocket costs and expenses incurred by the Lender in connection with the administration and enforcement of this Agreement or the other Documents, to the extent that such funds, costs and expenses shall not have been reimbursed to the Lender;
(b) secondly, in payment of any unpaid fees payable hereunder to and including the date of such application;
(c) thirdly, in payment of principal and then to the payment of any other Indebtedness (other than on account of interest) outstanding under this Agreement and under any other agreement applicable to the Outstanding Borrowings, and then to the payment of accrued and unpaid interest thereunder to and including the date of such application; and
(d) fourthly, in payment of the balance, if any, of such proceeds to the Borrower or such other person or persons who may be entitled at law to such proceeds or, in each case, their respective successors or assigns, or as a court of competent jurisdiction may otherwise direct.
Application of Payments After Exercise of Rights. All Distributions made by or on behalf of the Company after demand for repayment of the Obligations shall be applied in each instance in the following order:
(i) Firstly, in payment of the costs and expenses of any enforcement or realization against the Company, including all out-of-pocket expenses of the Shareholders in connection therewith and the reasonable fees and out-of-pocket expenses of counsel, consultants and other advisers employed by the Shareholders or any receiver in connection therewith on a solicitor-client basis and in payment of all costs and expenses incurred by the Shareholders in connection with the administration and enforcement of this Agreement;
(ii) Secondly, on a rateable basis in proportion to each Shareholder's Proportionate Share, in payment or repayment of all accrued and unpaid interest and fees payable in respect of the Obligations pursuant to this Agreement;
(iii) Thirdly, on a rateable basis in proportion to each Shareholder's Proportionate Share in payment or repayment of the principal amount of the Obligations and any other amounts payable in respect of the Obligations; and
(iv) Fourthly, in payment of the balance, if any, to the Company or such other persons who may be entitled thereto at law or, in each case, their respective successors or assigns, or as a court of competent jurisdiction may otherwise direct.
Application of Payments After Exercise of Rights. All payments made by the Borrower after the exercise of any rights arising under Article 7 and all monies realized by the Lender from the enforcement of any Security shall be appropriated by the Lender on or towards the payment of the Loans or any other amounts outstanding hereunder or under any other Loan Document or such part thereof as the Lender sees fit, and the Borrower shall have no right to require or enforce any appropriation inconsistent therewith, and the Lender shall have the right to change the application of any such proceeds and re-apply the same to any part or parts of the Loans as the Lender may see fit notwithstanding any previous application.
Application of Payments After Exercise of Rights. All payments made by or on behalf of the Borrower on account of the Obligations after the exercise of any rights arising under Section 10.2 shall be paid to the Administrative Agent and distributed among the Lenders in accordance with their respective Rateable Portions (or, as the case may be, to or among the Administrative Agent, the Lender or the Lenders to whom those payments are owing) in each instance in the following order: (a) firstly, in payment of any amount due and payable as and by way of Agency Fees owing to the Administrative Agent for its services provided hereunder; (b) secondly, in payment of the reasonable costs and expenses of any realization against the Borrower and the Guarantors or their respective property and assets, including the reasonable out-of-pocket expenses of the Administrative Agent and the reasonable fees and out-of-pocket expenses of external counsel, consultants and other advisers employed in connection therewith and in payment of all reasonable costs and expenses incurred by the Administrative Agent in connection with the administration and enforcement of this Agreement or the other Documents, to the extent that those funds, costs and expenses shall not have been reimbursed to the Administrative Agent;
Application of Payments After Exercise of Rights. All payments made by or on behalf of the Borrower on account of the Obligations after the exercise of any rights arising under Section 10.2 shall be paid to the Administrative Agent and distributed among the Lenders in accordance with their respective Rateable Portions (or, as the case may be, to or among the Administrative Agent, the Lender or the Lenders to whom those payments are owing) in each instance in the following order:
