Application of Proceeds after Default. Except as otherwise herein expressly provided, the proceeds of any collection, sale or other realization of all or any part of the Collateral of any Loan Party pursuant to Section 8.01, and any other Cash of any Loan Party at the time held by the Collateral Agent under this Agreement, shall be applied by the Collateral Agent in accordance with the Default Priority of Payments. In making the allocations required by the Default Priority of Payments, the Collateral Agent may rely upon its records and information supplied to it pursuant to Section 6.02 (except as otherwise provided in Section 9.02), and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information, except to the extent of its negligence, bad faith, willful misconduct or fraudulent action. The Collateral Agent may, in its sole discretion, at the time of any application under this Section 8.04, withhold all or any portion of the proceeds otherwise to be applied to the Secured Obligations as provided in the Default Priority of Payments and maintain the same in a segregated cash collateral account in the name and under the exclusive Control of the Collateral Agent, to the extent that it in good faith believes that the information provided to it pursuant to Section 6.02 is either incomplete or inaccurate and that application of the full amount of such proceeds to the Secured Obligations would be disadvantageous to any Secured Party. All distributions made by the Collateral Agent pursuant to this Section 8 shall be final (subject to any decree of any court of competent jurisdiction), and the Collateral Agent shall have no duty to inquire as to the application by the other Secured Parties of any amounts distributed to them.
Application of Proceeds after Default. All Proceeds of Collateral received by CIBC or a Receiver may be applied to discharge or satisfy any expenses (including among other things the Receiver's remuneration and other expenses of enforcing CIBC's rights under this Agreement), Charges, borrowings, taxes and other outgoings affecting the Collateral or which are considered advisable by CIBC or the Receiver to preserve, repair, process, maintain or enhance the Collateral or prepare it for sale, lease or other disposition, or to keep in good standing any Charges on the Collateral ranking in priority to any Charge created by this Agreement, or to sell, lease or otherwise dispose of the Collateral. The balance of such Proceeds will be applied to the Liabilities in such manner and at such times as CIBC considers appropriate and thereafter will be accounted for as required by law.
Application of Proceeds after Default. All payments on the Loan received by Lender during the existence of an Event of Default, and the proceeds of any sale or disposition of the Collateral, and all proceeds generated by Lender's exercise of its remedies herein set forth or under any of the Loan Documents, shall be applied to the Indebtedness owing by Borrower in such order and manner as Lender deems appropriate any instructions from any other Person (including Borrower) notwithstanding.
Application of Proceeds after Default. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Lender or Investment Manager from or on behalf of Borrower, and Investment Manager shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Investment Manager may deem advisable notwithstanding any previous application by Investment Manager and (b) in the absence of a specific determination by Investment Manager with respect thereto, the proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied in accordance with Section 1.9 hereof. Any balance remaining shall be delivered to Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct.
Application of Proceeds after Default. All Proceeds of ------------------------------------- Collateral received by the Agent or a Receiver may be applied to discharge or satisfy any expenses (including among other things the Receiver's remuneration and other expenses of enforcing the Agent's rights under this Agreement), Charges, borrowings, taxes and other outgoings affecting the Collateral or which are considered advisable by the Agent or the Receiver to preserve, repair, process, maintain or enhance the Collateral or prepare it for sale, lease or other disposition, or to keep in good standing any Charges on the Collateral ranking in priority to any Charge created by this Agreement, or to sell, lease or otherwise dispose of the Collateral. The balance of such Proceeds will be applied to the Obligations in such manner and at such times as the Agent consider appropriate and thereafter will be accounted for as required by law.
Application of Proceeds after Default. If and so long as an Event of Default shall have occurred and be continuing hereunder, the Bank may hold all net awards payable on account of any Taking and all insurance proceeds on account of any damage to or destruction of any portion of the Mortgaged Property as part of the Mortgaged Property and may, at its sole option, apply the same to the Secured Obligations in such order as the Bank may elect in its sole discretion.
Application of Proceeds after Default. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Lender or Investment Manager from or on behalf of such Borrower, and Investment Manager shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Default or Event of Default against the Obligations in such manner as Investment Manager may deem advisable notwithstanding any previous application by Investment Manager and (b) in the absence of a specific determination by Investment Manager with respect thereto, the proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied in accordance with SECTION 1.9 hereof. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct.
Application of Proceeds after Default. Upon the occurrence and during the continuance of an Event of Default (subject to any commitments made by the Administrative Agent under any intercreditor agreement or other agreement entered into by the Administrative Agent and, inter alia, a third Person), the Administrative Agent may, or if directed by the Required Lenders shall, apply the balances in the Collateral Accounts, the Credit Parties’ share of the balances in any Third Party Collection Accounts and in any other account of any Credit Party with a Lender, all other income on the Credit Party Collateral and all proceeds from any sale of the Credit Party Collateral pursuant hereto as follows: first toward payment of all out-of-pocket costs and expenses paid or incurred by the Administrative Agent in enforcing this Agreement and the other Loan Documents, in realizing on or protecting any Credit Party Collateral and in enforcing or collecting any Obligations or any Guaranty thereof, including, without limitation, court costs and attorney’s fees and out-of-pocket expenses incurred by the Administrative Agent, and then to the payment in full of all other Obligations in accordance with Section 8.03; provided, that the Administrative Agent may in its discretion apply funds comprising the Collateral to take such actions or make such payments as the Administrative Agent reasonably believes is necessary or advisable in order to enhance or preserve the value of the Collateral, including to pay the cost of (i) completing any Covered Product owned in whole or in part by any Credit Party in any stage of production and (ii) making delivery to the Distributors of such Covered Product. Any amounts remaining after such payment in full of the Obligations shall be remitted to the appropriate Credit Party, or as a court of competent jurisdiction may otherwise direct. SECTION 10.08
Application of Proceeds after Default. All Proceeds of Collateral received by the Lender or a Receiver may be applied to discharge or satisfy any expenses (including among other things the Receiver’s remuneration and other expenses of enforcing the Lender’s right under this Agreement), Charges, borrowings, taxes and other outgoings affecting the Collateral or which are considered advisable by the Lender or the Receiver to preserve, repair, process, maintain or enhance the Collateral or prepare it for sale, lease or other disposition, or to keep in good standing any Charges on the Collateral ranking in priority to any Charge created by this Agreement, or to sell, lease or otherwise dispose of the Collateral. The balance of such Proceeds will be applied to the Liabilities in such manner and at such times as the Lender considers appropriate and thereafter will be accounted for as required by law.
Application of Proceeds after Default. All of the Indebtedness shall constitute one loan secured by Bank's security interest in the Collateral and by all other security interests, mortgages, liens, claims, and encumbrances now and from time to time hereafter granted from Dealer to Bank. Upon the occurrence of an Event of Default which is not cured within the cure period, if any, provided herein Bank may in its sole discretion apply the Collateral to any portion of the Indebtedness. The proceeds of any sale or other disposition of the Collateral authorized by this Agreement shall be applied by Bank, first upon all expenses authorized by the UCC or otherwise in connection with the sale and all reasonable attorneys' fees and legal expenses incurred by Bank; the balance of the proceeds of such sale or other disposition shall be applied in the payment of the Indebtedness, first to all costs and expenses (including attorneys fees and costs as provided for herein) regarding the administration of the Facility and the Collateral and the enforcement of Banks' rights and remedies hereunder, then to interest, then to principal, then to other Indebtedness and the surplus, if any, shall be paid over to Dealer or to such other person or persons as may be entitled thereto under applicable law. Dealer shall remain liable for any deficiency, which Dealer shall pay to Bank immediately upon demand.
