Common use of Application of Proceeds of Collateral Clause in Contracts

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, upon the termination of the Revolving Credit Aggregate Commitment, the acceleration of any Indebtedness arising under this Agreement and/or the exercise of any other remedy in each case by the requisite Lenders under Section 9.2 hereof, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), any obligations owing by any Credit party under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable law, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate CommitmentCommitments, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations)) and Term Loan A, Term Loan B and Term Loan C, on a pro rata basis, next to any obligations owing by any Credit party Party under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate Commitment and/or the Equipment Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of any other remedy in each case by the requisite Lenders under Section 9.2 hereofMajority Lenders, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), any the Equipment Credit and the Term Loan, and obligations owing by any Credit party Party under any Hedging Agreements or in connection with any and/or Lender Products Products, on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, upon the termination of the Revolving Credit Aggregate Commitment, the acceleration of any Indebtedness arising under this Agreement and/or the exercise of any other remedy in each case by the requisite Lenders under Section 9.2 hereof, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), the Term Loan and any obligations owing by any Credit party Party under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness pay principal and interest due under the Revolving Credit (including the Swing Line and any Reimbursement Obligations)) and the Term Loan, to cash collateralize all outstanding Letters of Credit in an amount equal to 105% of the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, and to pay any obligations owing by any Credit party Party under any Hedging Agreements or in connection with respect to any Lender Products on a pro rata basis, next, to pay any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness pay principal and interest due under the Revolving Credit (including the Swing Line and any Reimbursement Obligations)) and the Term Loan, and to cash collateralize all outstanding Letters of Credit in an amount equal to 103% of the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit and to pay any obligations owing by any Credit party Party under any Hedging Agreements or in connection with any Lender Products Agreements, on a pro rata basis, next, to pay any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness pay principal and interest due under the Revolving Credit (including the Swing Line and any Reimbursement Obligations)) and to cash collateralize all outstanding Letters of Credit in an amount equal to 105% of the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, on a pro rata basis, next to pay any obligations owing by any Credit party Party under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to pay any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), Indebtedness under the Term Loan and under the Lender Products, on a pro rata basis, next to any obligations owing by any Credit party Party under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of any other remedy in each case by the requisite Lenders under Section 9.2 hereofMajority Lenders, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), any the Term Loan, and obligations owing by any Credit party Party under any Hedging Agreements or in connection with any and/or Lender Products Products, on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations)) and the Term Loan, on a pro rata basis, next to any obligations owing by any Credit party Party under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), Indebtedness under the Term Loan and under the Lender Products, on a pro rata basis, next to any obligations owing by any Credit party Party under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in following the case occurrence of any Event of Default under Section 9.1(i), immediately and following the occurrence thereof, and in the case of any other Event of Default, upon Default and the termination of the Revolving Credit Aggregate Commitment, the acceleration of any Indebtedness arising under this Agreement and/or or the exercise of any other remedy in each case by the requisite Lenders under Section 9.2 hereof, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party Borrower or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), on a pro rata basis, next to any obligations owing by any Credit party Borrower under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawBorrowers, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by Intcomex, Borrower or any Credit Party Subsidiary Guarantor or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), on a pro rata basis, next to any obligations owing by Intcomex, Borrower or any Credit party Subsidiary Guarantor under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to Borrower and the Credit Parties or as otherwise required under applicable lawSubsidiary Guarantors, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness pay principal and interest due under the Revolving Credit (including the Swing Line and any Reimbursement Obligations)) and the Term Loan and to cash collateralize all outstanding Letters of Credit in an amount equal to 105% of the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, on a pro rata basis, next to pay any obligations owing by any Credit party Party under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to pay any other Indebtedness on a pro rata basis, and then, if there is any excess, to the applicable Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this AgreementAgreement or any other Loan Document, in following the case occurrence of any Event of Default under Section 9.1(i), immediately 9.1(j) and following the occurrence thereof, and in the case of any other Event of Default, upon Default and the termination of the Revolving Credit Aggregate Commitment, the acceleration of any Indebtedness arising under this Agreement and/or or the other Loan Documents, or the exercise of any other remedy in each case by the requisite Lenders under Section 9.2 hereof, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party Company or the Permitted Borrowers or others and any other sums received or collected in respect of the Indebtedness Indebtedness, first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations)) and the Term Loan, on a pro rata basis, next to any obligations owing by the Borrowers or any Credit party Subsidiary under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable law, as the case may beBorrowers.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness pay principal and interest due under the Revolving Credit (including the Swing Line and any Reimbursement Obligations)) and Term Loan A and Term Loan B, and to cash collateralize all outstanding Letters of Credit in an amount equal to 105% of the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, on a pro rata basis, next to any obligations owing by any Credit party Party under any Hedging Agreements or and any liabilities arising in connection with any Lender Products Products, on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, upon the termination of the Revolving Credit Aggregate Commitment, the acceleration of any Indebtedness arising under this Agreement and/or the exercise of any other remedy in each case by the requisite Lenders under Section 9.2 hereof, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), Indebtedness under the Term Loan and under the Lender Products, on a pro rata basis, next to any obligations owing by any Credit party Party under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate Commitment and the Draw-to-Facility Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness Indebtedness: first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations)) and Term Loan A and Draw-to-Facility, on a pro rata basis, next to any obligations owing by any Credit party Party under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, upon the termination of the Revolving Credit Aggregate Commitment, : (a) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (b) at the exercise Agent’s option, or (c) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations)Term Loan A, next to any obligations owing by any Credit party Party under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent's option, or (d) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), ) and to any obligations owing by any Credit party Party under any Hedging Agreements or in connection and with any respect to Lender Products on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness pay principal and interest due under the Revolving Credit (including the Swing Line and any Reimbursement Obligations)) and the Term Loan, and to cash collateralize all outstanding Letters of Credit in an amount equal to 103% of the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit and to pay any obligations owing by any Credit party Party under any Hedging Agreements or in connection with any Lender Products Agreements, on a pro rata basis, next, to pay any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this AgreementAgreement or any other Loan Document, in following the case occurrence of any Event of Default under Section 9.1(i), immediately 9.1(j) and following the occurrence thereof, and in the case of any other Event of Default, upon Default and the termination of the Revolving Credit Aggregate Commitment, the acceleration of any Indebtedness arising under this Agreement and/or or the other Loan Documents, or the exercise of any other remedy in each case by the requisite Lenders under Section 9.2 hereof, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party Company or the Permitted Borrowers or others and any other sums received or collected in respect of the Indebtedness Indebtedness, first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), next to any obligations owing by the Borrowers or any Credit party Subsidiary under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable law, as Borrowers. The application of such proceeds and other sums to the case may beoutstanding Indebtedness hereunder shall be based on each Lender’s Percentage of the aggregate Indebtedness.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, upon the termination of the Revolving Credit Aggregate Commitment, the acceleration of any Indebtedness arising under this Agreement and/or the exercise of any other remedy in each case by the requisite Lenders under Section 9.2 hereof, the Administrative Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations)) and the Term Loan, on a pro rata basis, next to any obligations owing by any Credit party Party under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness pay principal and interest due under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), and to cash collateralize all outstanding Letters of Credit in an amount equal to 105% of the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, on a pro rata basis, next to pay any obligations owing by any Credit party Loan Party under any Hedging Agreements or in connection with any respect of Lender Products on a pro rata basis, next, to pay any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawLoan Parties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in following the case occurrence of any Event of Default under Section 9.1(i), immediately and following the occurrence thereof, and in the case of any other Event of Default, upon Default and the termination of the Revolving Credit Aggregate Commitment, the acceleration of any Indebtedness arising under this Agreement and/or or the exercise of any other remedy in each case by the requisite Lenders under Section 9.2 hereof, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), on a pro rata basis, next to any obligations owing by any Credit party Party under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness pay principal and interest due under the Revolving Credit (including the Swing Line and any Reimbursement Obligations)) and the Term Loan, and to cash collateralize all outstanding Letters of Credit in an amount equal to 105% of the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, on a pro rata basis, next to any obligations owing by any Credit party Party under any Hedging Agreements or and any liabilities arising in connection with any Lender Products Products, on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i8.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate CommitmentCommitments, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness firstIndebtedness, as follows: First, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next; Second, to the accrued unpaid interest on Indebtedness under the Revolving Credit (including Loans on a pro rata basis; Third, to the Swing Line principal balance of outstanding Indebtedness and any Reimbursement Obligations), to any obligations owing by any Credit party Party under any Hedging Agreements or in connection with any Lender Products the Lenders on a pro rata basis, nextFourth, to any other Indebtedness on a pro rata basis, ; and thenFifth, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may bebe or as otherwise required by law.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness pay principal and interest due under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), obligations owing by any Credit Party with respect to Lender Products and to cash collateralize all outstanding Letters of Credit in an amount equal to 105% of the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, on a pro rata basis, next to pay any obligations owing by any Credit party Party under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to pay any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line pay principal and interest due with respect to any Advances and any Reimbursement Obligations), and to cash collateralize all outstanding Letters of Credit in an amount equal to 105% of the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit and to pay any obligations owing by any Credit party Party under any Hedging Agreements or in connection with any Lender Products Agreements, on a pro rata basis, next, to pay any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, upon the termination of the Revolving Credit Aggregate Commitment, the acceleration of any Indebtedness arising under this Agreement and/or the exercise of any other remedy in each case by the requisite Lenders under Section 9.2 hereof, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), on a pro rata basis, next to any obligations owing by any Credit party Party under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Credit Parties or as otherwise required under applicable lawParties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default, : (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement and/or Agreement, (c) at the exercise Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness pay principal and interest due under the Revolving Credit (including the Swing Line and any Reimbursement Obligations)) and the Term Loan and to cash collateralize all outstanding Letters of Credit in an amount equal to 105% of the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, on a pro rata basis, next to pay any obligations owing by any Credit party Party under any Hedging Agreements or in connection with any Lender Products on a pro rata basis, next, to pay any other Indebtedness on a pro rata basis, and then, if there is any excess, to the applicable Credit Parties or as otherwise required under applicable lawParties, as the case may be.