Application of Proceeds from Collateral. All proceeds from each sale of, or other realization upon, all or any part of the Collateral by any Secured Party after an Event of Default arises shall be applied as follows:
(a) first, to the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other realization upon the Collateral, until the same shall have been paid in full;
(b) second, to the fees and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Issuing Bank then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full;
(c) third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full;
(d) fourth, to the fees and interest then due and payable under the terms of this Agreement, until the same shall have been paid in full;
(e) fifth, to the aggregate outstanding principal amount of the Loans, the LC Exposure, the Bank Product Obligations and the Hedging Obligations that constitute Obligations, until the same shall have been paid in full, allocated pro rata among the Secured Parties based on their respective pro rata shares of the aggregate amount of such Loans, LC Exposure, Bank Product Obligations and Hedging Obligations;
(f) sixth, to additional cash collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all cash collateral held by the Administrative Agent pursuant to this Agreement is at least 103% of the LC Exposure after giving effect to the foregoing clause fifth; and
(g) seventh, to the extent any proceeds remain, to the Borrower or as otherwise provided by a court of competent jurisdiction. All amounts allocated pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided that all amounts allocated to that portion of the LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clauses fifth and sixth shall be distributed to the Administrative Agent, rather than to the Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Issuing Bank and the Lenders as cash collateral for the LC Exposure, such account to be administered in ac...
Application of Proceeds from Collateral. All proceeds from each sale of, or other realization upon, all or any part of the Collateral by the Lender after an Event of Default arises shall be applied as follows:
(a) first, to the reimbursable expenses of the Lender incurred in connection with such sale or other realization upon the Collateral, until the same shall have been paid in full;
(b) second, to the fees and other reimbursable expenses of the Lender then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full;
(c) third, to interest then due and payable under the terms of this Agreement and the Notes, until the same shall have been paid in full;
(d) fourth, to the outstanding principal amount of the Credit Facilities, in such order, manner and tenor as Lender shall determine in its sole absolute discretion, until the same shall have been paid in full to Lender;
(e) fifth, to all other Obligations until the same shall have been paid in full to Lender; and
(f) sixth, to the extent any proceeds remain, to the Borrower or other parties lawfully entitled thereto.
Application of Proceeds from Collateral. As to each Borrower, all proceeds received by the Administrative Agent from the sale or disposition of any of the Direct Collateral furnished by such Borrower pursuant to this Agreement or Indirect Collateral furnished by Guarantor pursuant to the Guaranty shall be applied by the Administrative Agent in the following order after receipt thereof:
Application of Proceeds from Collateral. As to each Borrower, all proceeds received by the Administrative Agent from the sale or disposition of any of the Direct Collateral furnished by such Borrower pursuant to this Agreement or Indirect Collateral furnished by Conseco pursuant to the Conseco Guaranty shall be applied by the Administrative Agent in the following order after receipt thereof: First: to the payment of all of the reasonable costs and expenses of the Administrative Agent in connection with (a) the administration, sale or disposition of such Direct Collateral or Indirect Collateral, as the case may be, and (b) the administration and enforcement of this Agreement and the other Loan Documents, to the extent that such costs and expenses shall not have been reimbursed to the Administrative Agent and relate to such Borrower's Loans; Second: to the payment in full of all accrued and unpaid interest on the Loans of such Borrower, then to the payment in full of all unpaid principal of the Loans of such Borrower, and then to any remaining Liabilities of such Borrower; Third: the balance, if any, of such proceeds shall be paid to such Borrower, to such Borrower's heirs and assigns, or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, (w) the proceeds of CCPA Collateral shall be applied as set forth in the Amended and Restated Cash Collateral Agreement, (x) the proceeds of the Additional Collateral shall be applied as set forth in the AC Pledge Agreement, (y) the proceeds of any collateral pledged pursuant to the Subordinated Pledge Agreement Re 1997 Shares shall be applied as set forth therein, and (z) the proceeds of the Subordinated Pledge Agreement Re 1999 Shares shall be applied as set forth therein.
Application of Proceeds from Collateral. All proceeds from each sale of, or other realization upon, all or any part of the Collateral, or if received after acceleration of the Loans by the Administrative Agent or the Lenders after an Event of Default arises shall be applied as follows:
Application of Proceeds from Collateral. All proceeds from each sale of, or other realization upon, all or any part of the Collateral by any Secured Party after an Event of Default arises shall be applied as follows:
Application of Proceeds from Collateral. All proceeds from each sale of, or other realization upon, all or any part of the Collateral by any Secured Party after an Event of Default arises shall be applied as follows: (a) first, to the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other realization upon the Collateral, until the same shall have been paid in full; (b) second, to the fees, all amounts owed pursuant to Erroneous Payment Subrogation Rights, and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Issuing Banks then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full;
Application of Proceeds from Collateral. All proceeds realized from the liquidation or other disposition of Collateral or otherwise received after the Maturity Date, whether by acceleration or otherwise, shall be applied, subject to the Second Lien Intercreditor Agreement:
(a) first, to payment or reimbursement of that portion of the Indebtedness constituting fees, expenses and indemnities payable to the Administrative Agent in its capacity as such;
(b) second, pro rata to payment or reimbursement of that portion of the Indebtedness constituting fees, expenses and indemnities payable to the Lenders;
Application of Proceeds from Collateral. All proceeds realized from the liquidation or other disposition of Collateral or otherwise received after the Maturity Date, whether by acceleration or otherwise, shall be applied, subject to the First Lien Intercreditor Agreement:
(a) first, to payment or reimbursement of that portion of the Indebtedness constituting fees, expenses and indemnities payable to the Administrative Agent in its capacity as such;
(b) second, pro rata to payment or reimbursement of that portion of the Indebtedness constituting fees, expenses and indemnities payable to the Lenders;
(c) third, pro rata to payment of accrued interest on the Loans;
(d) fourth, pro rata to payment of principal outstanding on the Loans ;
(e) fifth, pro rata to any other Indebtedness; and
(f) sixth, any excess, after all of the Indebtedness shall have been indefeasibly paid in full in cash, shall be paid to the Borrower or as otherwise required by any Governmental Requirement.
Application of Proceeds from Collateral. Any proceeds from the Security Agreement Collateral or any Borrower's Real Property received by the Lender pursuant to this Agreement, the A Note or the B Note shall be applied in the following manner: FIRST to the fees, if any, incurred in connection with the A Note, SECOND to accrued and unpaid interest, if any, on the A Note, THIRD to outstanding principal on the A Note, FOURTH to the fees, if any, incurred in connection with the B Note, FIFTH to accrued and unpaid interest, if any, on the B Note and SIXTH to outstanding principal on the B Note, provided, however, that nothing in this section shall obligate the Lender to proceed against the Security Agreement Collateral or any Borrower's Real Property prior to any other available remedy, if at all. All fees in connection with this Agreement shall be allocated pro rata among the A Note and the B Note based on the principal amount thereof.
