Common use of Application of Payment Clause in Contracts

Application of Payment. Subsequent to the acceleration of the Obligations under Section 8.1 hereof 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 or the Lenders or otherwise received by Administrative Agent or any Lender (from realization on Collateral or otherwise and subject to the rights of Non-Defaulting Lenders pursuant to Section 2.17) shall be distributed in the following order of priority: FIRST, to the reasonable costs and expenses (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 and Lenders under this Agreement or any other Loan Document; THIRD, to the payment of interest then due and payable on the Loans; FOURTH, on a pro rata basis, to the payment of principal of the Loans until Fully Satisfied; FIFTH, to any other Obligations not otherwise referred to in this Section, and SIXTH, to the Borrower, its successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided, that Administrative Agent may elect to apply the proceeds of any such Collateral to repay any Obligations before applying the proceeds of any other Collateral 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 or at any time after the demand by the Required Lenders for payment of the Obligationshereof, payments and prepayments with respect to the Obligations made to Administrative Agent Agent, the Lenders, Issuing Lender, or the Lenders Swingline Lender or otherwise received by Administrative Agent Agent, any Lender, Issuing Lender or any Swingline Lender (from realization on Collateral or otherwise 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 2.172.21) shall be distributed in the following order of priority: FIRST, to the reasonable costs fees, indemnities, expenses and expenses other amounts (including attorneys’ fees and expenses), if any, incurred by payable to 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 Collateralits capacity as such; SECOND, to any fees then due the fees, indemnities, expenses and other amounts (other than principal, reimbursement obligations in respect of L/C Disbursements and interest) payable to Administrative Agent the Lenders, Swingline Lender and Lenders Issuing Lender (including attorneys’ fees and expenses) arising under the Loans Documents, ratably among them in proportion to the respective amounts described in this Agreement or any other Loan Documentclause 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 Loans 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; FIFTHSEVENTH, to any other Obligations not otherwise referred to in this Section, and SIXTHEIGHTH, to the Borrowerapplicable Obligors, its 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 under Section 8.1 hereof or at any time after the demand by the Required Lenders for payment of the Obligations8.1, payments and prepayments with respect to the Obligations made to Administrative Agent or Agent, the Lenders Lenders, Issuing Lender, Swingline Lender or otherwise received by Administrative Agent Agent, any Lender, Issuing Lender or any Swingline Lender (from realization on Collateral or otherwise and subject otherwise, but excluding any funds held to Cash Collateralize the rights of Non-Defaulting Lenders pursuant LC Exposure which shall be applied to, or held to pay, the LC Exposure as set forth in Section 2.172.5(l)) shall be distributed in the following order of priority: FIRST, to the reasonable costs and expenses (including attorneys’ fees and expenses), if any, incurred by Administrative Agent Agent, any Lender, Issuing Lender or any Swingline 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 the payment of interest then due and payable on the Swingline Loans; THIRD, to the payment of the principal of any Swingline Loans then outstanding; FOURTH, to any fees then due and payable to Administrative Agent Agent, Lenders and Lenders Issuing Lender under this Agreement or any other Loan Document; THIRDFIFTH, to the payment of interest then due and payable on the Loans, on a pro rata basis; FOURTHSIXTH, on a pro rata basis, to (a) the payment of principal of the Loans Loans, (b) Cash Collateralize the LC Exposure in accordance with clause (a) of the definition of Fully Satisfied, and (c) the payment of 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; FIFTHSEVENTH, 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 SIXTHNINTH, to the Borrowerapplicable Obligors, its 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 under Section 8.1 hereof or at any time after the demand by the Required Lenders for payment of the Obligationshereof, payments and prepayments with respect to the Obligations made to Administrative Agent or the Lenders Lender, or otherwise received by Administrative Agent or any Lender (from realization on Collateral or otherwise and subject otherwise, but excluding any funds held to Cash Collateralize the rights of Non-Defaulting Lenders pursuant LC Exposure that shall be applied to, or held to pay, the LC Exposure as set forth in Section 2.172.4(l)) shall be distributed in the following order of priority: FIRST, to the reasonable costs and expenses (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 and Lenders Lender under this Agreement or any other Loan Document; THIRD, to the payment of interest then due and payable on the Loans; FOURTH, on a pro rata basis, to (a) the payment of principal of the Loans Loans, (b) Cash Collateralize the LC Exposure in accordance with clause (a) of the definition of “Fully Satisfied” set forth in this Agreement, and (c) the payment of any Bank Product Obligations, until each of the foregoing Obligations in clauses (a) through (c) of this Section 8.2 are Fully Satisfied; FIFTH, to any other Obligations not otherwise referred to in this SectionSection 8.2, and SIXTH, to the Borrowerapplicable Obligors, its 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 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; and provided further, that Administrative Agent Lender 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 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 under Section 8.1 hereof or at any time after the demand by the Required Lenders for payment of the Obligations9.01 hereof, payments and prepayments with respect to the Obligations made to the Administrative Agent Agent, the Collateral Agent, the Banks, Letter of Credit Issuer, or the Lenders Swingline Bank or otherwise received by the Administrative Agent Agent, the Collateral Agent, any Bank, Letter of Credit Issuer or any Lender Swingline Bank (from realization on Collateral or otherwise and subject to the rights of Non-Defaulting Lenders pursuant to Section 2.17) otherwise), shall be distributed in the following order of priority: FIRSTfirst, to the reasonable costs and expenses (including attorneys’ fees and expenses), if any, incurred by Administrative Agent Agent, Collateral Agent, any Bank, Letter of Credit Issuer or any Lender Swingline Bank in the collection of such amounts under this Agreement or of the Loan Credit 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 and Lenders under this Agreement or any other Loan Document; 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; fourth, 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 Loans; sixth, on a pro rata basis, to (a) the payment of principal of the Loans Revolving Loans, (b) the payment of principal of any Unpaid Drawings, (c) cash collateralize the 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 (a) through (d) of this Section 9.02 are Fully Satisfied; FIFTHseventh, to any other Obligations not otherwise referred to in this Section, and SIXTHeighth, to the Borrowerapplicable Credit Party, its 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 Credit Party under any Credit Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such Credit Party, but appropriate adjustments shall be made with respect to payments from other 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 to repay or cash collateralize any Obligations in accordance with the priority set forth above (other than Excluded Swap Obligation with respect to such Credit Party) before applying the proceeds of any other Collateral or 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.

Application of Payment. Subsequent to the acceleration of the Obligations under Section 8.1 hereof or at any time after the demand by the Required Lenders for payment of the Obligationshereof, payments and prepayments with respect to the Obligations made to Administrative Agent or the Lenders Lender, or otherwise received by Administrative Agent or any Lender (from realization on Collateral or otherwise and subject otherwise, but excluding any funds held to Cash Collateralize the rights of Non-Defaulting Lenders pursuant LC Exposure that shall be applied to, or held to pay, the LC Exposure as set forth in Section 2.172.4(l)) shall be distributed in the following order of priority: FIRST, to the reasonable costs and expenses (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 and Lenders Lender under this Agreement or any other Loan Document; THIRD, to the payment of interest then due and payable on the Loans; FOURTH, on a pro rata basis, to (a) the payment of principal of the Loans Loans, (b) Cash Collateralize the LC Exposure in accordance with clause (a) of the definition of “Fully Satisfied” set forth in this Agreement, and (c) the payment of any Bank Product Obligations, until each of the foregoing Obligations in clauses (a) through (c) of this Section 8.2 are Fully Satisfied; FIFTH, to any other Obligations not otherwise referred to in this SectionSection 8.2, and SIXTH, to the Borrowerapplicable Obligors, its 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 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; and provided further, that Administrative Agent Lender 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 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 under Section 8.1 hereof 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 or the Lenders or otherwise received by Administrative Agent or any Lender (from realization on Collateral or otherwise and subject to the rights of Non-Defaulting Lenders pursuant to Section 2.17) shall be distributed in the following order of priority: FIRST, to the reasonable costs and expenses (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 and Lenders under this Agreement or any other Loan Document; THIRD, to the payment of interest then due and payable on the Loans; FOURTH, on a pro rata basis, to the payment of principal of the Loans until Fully Satisfied; FIFTH, to any other Obligations not otherwise referred to in this SectionSection (subject, as applicable, to the terms of any Metals Lease Intercreditor Agreement), and SIXTH, to the Borrower, its successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided, that Administrative Agent may elect to apply the proceeds of any such Collateral to repay any Obligations (subject, as applicable, to the terms of any Metals Lease Intercreditor Agreement) before applying the proceeds of any other Collateral 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.