Common use of Application of Collateral Proceeds Clause in Contracts

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of or received by Agent or any Lender after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ Expenses; (b) Second, to the payment to each Lender, on a ratable basis, of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of or received by Agent or any Lender after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the LendersLender, including, without limitation, Lenders’ Lender’s Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Collateral Agent or any Lender, at the time of of, or received by Collateral Agent or any Lender after after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesCollateral Agent; (bii) Second, to the payment to each Lender, on a ratable basis, Investor of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loanssuch Investor’s Note, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Note, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance its Pro Rata Share of the Loansamount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal); (iii) Third, and then to the payment of other amounts then payable to Lender each Investor under any of the Loan Transaction Documents), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Documents, then its Pro Rata Share of the amount remaining to be distributed; and (civ) ThirdFourth, to the payment of the surplus, if any, to BorrowerCompany, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of or received by Agent or any Lender after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the LendersLender, including, without limitation, Lenders’ Lender’s Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for Scheduled Payments, any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii2.3(b)(iii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii2.3(b)(iii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of or received by Agent or any Lender after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the LendersLender, including, without limitation, Lenders’ Lender’s Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of of, or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: : (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the or Lenders, including, without limitation, Lenders’ Expenses; ; (bii) Second, to the payment to each Lender, on a ratable basis, Lenders pro rata in accordance with the Advance Percentages of the amount amounts then owing or unpaid on the Loans for any accrued and unpaid interestNotes, the amounts which would have otherwise come due including each payment scheduled to be made under Section 2.3(b)(iiSections 1.02(b), if the Loans had been voluntarily prepaid1.02(c) and 1.02(d) of this Loan Agreement; (iii) Third, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender Agent or Lenders under any of the Loan Transaction Documents); and and (civ) ThirdFourth, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same. In the event that, notwithstanding the foregoing, proceeds and/or avails of the Collateral, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for and shall be promptly paid over to the other Lenders ratably for application to the payments of amounts due to the other Lenders.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Collateral Agent or any Lender, at the time of or received by Collateral Agent or any Lender after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Collateral Agent and the Lendersor Lender, including, without limitation, Lenders’ including Lender’s Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then first, to the unpaid interest thereonthereon ratably, then second, to the amounts which would have otherwise come due under Section 2.3(b)(ii)) ratably, if the Loans had been voluntarily prepaid, then third, to the principal balance of the LoansLoans ratably, and then fourth, to the ratable payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, assigns or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, a Secured Party at the time of of, or received by Agent or any Lender after a Secured Party after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesSecured Parties; (bii) Second, to the payment to each Lender, on a ratable basis, the Secured Parties of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender Secured Parties (providedto be applied on a pro rata basis among the Secured Parties, howeverfirst to accrued interest and second to outstanding principal); (iii) Third, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender the Secured Parties under any of the Loan Transaction Documents); and (civ) ThirdFourth, to the payment of the surplus, if any, to BorrowerCompany, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Secured Party at the time of of, or received by Agent or any Lender after Secured Party after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesSecured Party; (bii) Second, to the payment to each Lender, on a ratable basis, Secured Party of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansNotes, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Notes, then the amount remaining to the unpaid be distributed (to be applied first to accrued interest thereonand second to outstanding principal); (iii) Third, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender Secured Party under any of the Loan transaction documents (as defined in the Notes and hereinafter, the “Transaction Documents”), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Documents, then the amount remaining to be distributed; and (civ) ThirdFourth, to the payment of the surplus, if any, to BorrowerDebtor, its successors and assigns, or to the Person whosoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of or received by Agent or any Lender after the occurrence and during the continuance of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the LendersLender, including, without limitation, Lenders’ Lender’s Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any LenderLenders, at the time of or received by Agent or any Lender Lenders after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lenders of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender Lenders under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any LenderLenders, at the time of or received by Agent or any Lender Lenders after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lenders of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii)2.3, including , without limitation, if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid2.3, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender Lenders under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails resulting from Agent’s or Lenders’ exercise of any remedy remedies hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of of, or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: : (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the or Lenders, including, without limitation, Lenders’ Expenses; ; (bii) Second, to the payment to each Lender, on a ratable basis, Lenders pro rata in accordance with the Loan Percentages of the amount amounts then owing or unpaid on the Loans for any accrued and unpaid interestNotes, the amounts which would have otherwise come due including each payment to be made under Section 2.3(b)(ii)2.02(b) and Section 2.02(c) of this Agreement; (iii) Third, if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender Agent or Lenders under any of the Loan Transaction Documents); and and (civ) ThirdFourth, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same. In the event that, notwithstanding the foregoing, proceeds of the Collateral shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for and shall be promptly paid over to the other Lenders ratably for application to the payments of amounts due to the other Lenders.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of of, or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesLender; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansNote, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansNote, then first, to the unpaid interest thereon, then second, to unpaid principal thereof and third to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal remaining balance of the LoansObligations under the Note; such application to be made upon presentation of the Note, and then the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid; (c) Third, to the payment of other amounts then payable to Lender under any of the Loan Operative Documents); and (cd) ThirdFourth, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Collateral Agent or any Lender, at the time of of, or received by Collateral Agent or any Lender after after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesCollateral Agent; (bii) Second, to the payment to each Lender, on a ratable basis, Secured Party of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loanssuch Secured Party’s Note, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Note, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance its Pro Rata Share of the Loans, amount remaining to be distributed (to be applied first to accrued interest and then second to the payment of other amounts then payable to Lender under any of the Loan Documentsoutstanding principal); and (ciii) Third, to the payment of the surplus, if any, to Borrowerthe Debtor, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Additional Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of of, or received by Agent or any Lender after after, the occurrence of an uncured Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Additional Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ Expenses; Lender; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansNote, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansNote, then first, to the unpaid interest thereon, then and second, to unpaid principal thereof; such application to be made upon presentation of the amounts which would have otherwise come due under Section 2.3(b)(ii)Note, and the notation thereon of the payment, if partially paid, or the Loans had been voluntarily prepaidsurrender and cancellation thereof, then to the principal balance of the Loansif fully paid; (c) Third, and then to the payment of other amounts then payable to Lender under any of the Loan Operative Documents); and and (cd) ThirdFourth, to the payment of the surplus, if any, to Borrower, its his successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesLender; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interestincluding Scheduled Payments, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansFinal Payment, and all other payment Obligations with respect to the Loans held by such Lender (all Loans, provided, however, if in the event such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaidunpaid principal thereof, then to the principal balance of Final Payment with respect to the Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents)Documents on account of any other Obligations then outstanding; and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of of, or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: : (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the or Lenders, including, without limitation, Lenders’ Expenses; ; (bii) Second, to the payment to each Lender, on a ratable basis, Lenders pro rata in accordance with the Advance Percentages of the amount amounts then owing or unpaid on the Loans for any accrued and unpaid interestNotes, the amounts which would have otherwise come due including each payment scheduled to be made under Section 2.3(b)(iiSections 1.02(b), if the Loans had been voluntarily prepaid1.02(c) and 1.02(d) of this Loan Agreement; (iii) Third, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender Agent or Lenders under any of the Loan Transaction Documents); and and (civ) ThirdFourth, to the payment of the surplus, if any, to BorrowerBorrowers, its their successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same. In the event that, notwithstanding the foregoing, proceeds and/or avails of the Collateral, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for and shall be promptly paid over to the other Lenders ratably for application to the payments of amounts due to the other Lenders.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of or received by Agent or any Lender after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (aA) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesLender; (bB) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interestScheduled Payments, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance Stipulated Loan Value of the LoansLoan Amount, and all other Obligations with respect to the Loans held by such Lender (providedall Loans, however, if and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaidunpaid principal thereof, then to the principal balance Stipulated Loan Value of the LoansLoan Amount with respect to the Loan, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (cC) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of of, or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: : (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the or Lenders, including, without limitation, Lenders’ Expenses; ; (bii) Second, to the payment to each Lender, on a ratable basis, Lenders pro rata in accordance with the Advance Percentages of the amount amounts then owing or unpaid on the Loans for Notes, including each payment scheduled to be made under Sections 1.02 including any accrued and unpaid interest, the amounts prepayment fee which would have otherwise come due upon payment at such time under Section 2.3(b)(ii)1.02(e) of this Loan Agreement; (iii) Third, if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender Agent or Lenders under any of the Loan Transaction Documents); and and (civ) ThirdFourth, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same. In the event that, notwithstanding the foregoing, proceeds and/or avails of the Collateral, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for and shall be promptly paid over to the other Lenders ratably for application to the payments of amounts due to the other Lenders.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesLender; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interestScheduled Payments, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance Stipulated Loan Value of the LoansLoan Amount, and all other Obligations with respect to the Loans held by such Lender (providedall Loans, however, if and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaidunpaid principal thereof, then to the principal balance Stipulated Loan Value of the LoansLoan Amount with respect to the Loan, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesLender; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interestScheduled Payments, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance Stipulated Loss Value of the LoansLoan Amount, and all other Obligations with respect to the Loans held by such Lender (providedall Loans, however, if and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaidunpaid principal thereof, then to the principal balance Stipulated Loss Value of the Loan Amount with respect to all Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any LenderAgent, on behalf of Lenders, at the time of or received by Agent or any Lender after Agent, on behalf of Lenders, after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lendersor any Lender, including, including without limitation, Agent’s Expenses and Lenders’ Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lenders of the amount then owing or unpaid on the Loans for Scheduled Payments, any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance Stipulated Loan Value of the Loansapplicable Loan Amount, and all other Obligations with respect to the Loans held by such Lender (all Loans, provided, however, that if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaidunpaid principal thereof, then to the principal balance Stipulated Loan Value of the Loan Amount with respect to all Loans, and then to the payment of other amounts then payable to Lender Lenders under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of of, or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesLender; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansNote, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansNote, then first, to the unpaid interest thereon, then second, to unpaid principal thereof and third to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal remaining balance of the LoansObligations under the Note; such application to be made upon presentation of the Note, and then the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid; (c) Third, to the payment of other amounts then payable to Lender under any of this Agreement or the Loan Documents)Note; and (cd) ThirdFourth, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of or received by Agent or any Lender after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the LendersLender, including, without limitation, Lenders’ Lender's Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans Loan for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans Loan had been voluntarily prepaid, the principal balance of the LoansLoan, and all other Obligations with respect to the Loans held by such Lender Loan (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansLoan, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans Loan had been voluntarily prepaid, then to the principal balance of the LoansLoan, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Collateral Agent or any Lender, at the time of of, or received by Collateral Agent or any Lender after after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesCollateral Agent; (bii) Second, to the payment to each Lender, on a ratable basis, Purchaser of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loanssuch Purchaser’s Note, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Note, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance its Pro Rata Share of the Loansamount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal); (iii) Third, and then to the payment of other amounts then payable to Lender each Purchaser under any of the Loan Documents), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Loan Documents, then its Pro Rata Share of the amount remaining to be distributed; and (civ) ThirdFourth, to the payment of the surplus, if any, to BorrowerCompany, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The Subject to the Subordination Agreements, the proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Collateral Agent or any Lender, at the time of of, or received by Collateral Agent or any Lender after after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (a) Firstfirst, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesCollateral Agent; (b) Secondsecond, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loanssuch Lender’s Subordinated Contingent Note, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Subordinated Contingent Note, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance its Pro Rata Share of the Loans, amount remaining to be distributed (to be applied first to accrued interest and then second to the payment of other amounts then payable to Lender under any of the Loan Documentsoutstanding principal); and (c) Thirdthird, to the payment of the surplus, if any, to BorrowerB▇▇▇▇▇▇▇, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of or received by Agent or any Lender after Lender, after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the LendersLender, including, including without limitation, Lenders’ Lender’s Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for Scheduled Payments, any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance Stipulated Loan Value of the Loansapplicable Loan Amount, and all other Obligations with respect to the Loans held by such Lender (all Loans, provided, however, that if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaidunpaid principal thereof, then to the principal balance Stipulated Loan Value of the Loan Amount with respect to all Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any LenderLenders, at the time of or received by Agent or any Lender Lenders after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the LendersLender, including, including without limitation, Lenders’ ' Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lenders of the amount then owing or unpaid on the Loans for Scheduled Payments, any other accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance Loan Value of the Loans, and all other Obligations with respect to the all Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance Loan Value of the Loans, and then to the payment of other amounts then payable to Lender Lenders under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whosoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Secured Party at the time of of, or received by Agent or any Lender after Secured Party after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesSecured Party; (bii) Second, to the payment to each Lender, on a ratable basis, Secured Party of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansNote, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Note, then the amount remaining to the unpaid be distributed (to be applied first to accrued interest thereonand second to outstanding principal); (iii) Third, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender Secured Party under any of the Loan transaction documents (as defined in the Note and hereinafter, the "Transaction Documents"), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Documents, then the amount remaining to be distributed; and (civ) ThirdFourth, to the payment of the surplus, if any, to BorrowerDebtor, its successors and assigns, or to the Person whosoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Collateral Agent or any Lender, at the time of of, or received by Collateral Agent or any Lender after after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesCollateral Agent; (b) Second, to the payment to each Lender, on a ratable basis, Investor of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loanssuch Investor’s Note, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Note, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance its Pro Rata Share of the Loansamount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal); (c) Third, and then to the payment of other amounts then payable to Lender each Investor under this Agreement, the Notes or any related agreement, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid, then its Pro Rata Share of the Loan Documents)amount remaining to be distributed; and (cd) ThirdFourth, to the payment of the surplus, if any, to BorrowerIssuer, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the ---------------------------------- Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lenders at the time of of, or received by Agent or any Lender after Lenders after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket reasonable costs and expenses, including all ----- amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lenders of the amount then owing or unpaid on ------ the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansNotes, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansNotes, then first, to the unpaid ----- interest thereon, then second, to unpaid principal thereof and third to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal remaining ------ ----- balance of the LoansObligations under the Notes; such application to be made upon presentation of the Notes, and then the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid; (c) Third, to the payment of other amounts then payable to Lender Lenders under ----- any of the Loan Operative Documents); and (cd) ThirdFourth, to the payment of the surplus, if any, to Borrower, its ------ successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails ---------------------------------- of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lenders at the time of of, or received by Agent or any Lender after Lenders after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket reasonable costs and expenses, including all ----- amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lenders of the amount then owing or unpaid ------ on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansNote, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansNote, then first, to the unpaid ----- interest thereon, then second, to unpaid principal thereof and third to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal remaining ------ ----- balance of the LoansObligations under the Note; such application to be made upon presentation of the Note, and then the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid; (c) Third, to the payment of other amounts then payable to Lender Lenders under ----- any of the Loan Operative Documents); and (cd) ThirdFourth, to the payment of the surplus, if any, to Borrower, its ------ successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any LenderLenders, at the time of or received by Agent or any Lender Lenders after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lenders of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaidFinal Payments, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), ) if the Loans had been voluntarily prepaid, then to the Final Payments, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender Lenders under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the ---------------------------------- Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of of, or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket reasonable costs and expenses, including all ----- amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesLender; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on ------ the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansNote, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansNote, then first, to the unpaid ----- interest thereon, then second, to unpaid principal thereof and third to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal remaining ------ ----- balance of the LoansObligations under the Note; such application to be made upon presentation of the Note, and then the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid; (c) Third, to the payment of other amounts then payable to Lender under ----- any of the Loan Operative Documents); and (cd) ThirdFourth, to the payment of the surplus, if any, to Borrower, its ------ successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Collateral Agent or any Lender, at the time of of, or received by Collateral Agent or any Lender after after, the occurrence of an Event of Default hereunderDefault) shall be paid distributed by the Collateral Agent to and applied as follows:, based on information provided to it in accordance with Section 7(g): (ai) First, to the payment of out-of-fees and reasonable documented out of pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesCollateral Agent; (bii) Second, to the payment to each Lender, on a ratable basis, Investor of the amount then owing or unpaid on the Loans for such Investor’s Note(s) and any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansObligations then owing or unpaid, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Note(s) or Obligations, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance its Pro Rata Share of the Loansamount remaining to be distributed (to be applied first to accrued interest, second to outstanding principal and then third to the payment of other amounts then payable to Lender under any of the Loan DocumentsObligations); and (ciii) Third, to the payment of the surplus, if any, to BorrowerCompany, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The Subject to the rights of Square 1 Bank, if any, under the Subordination Agreement,, the proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of or received by Agent or any Lender after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the LendersLender, including, without limitation, Lenders’ Lender’s Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans Loan for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had Loan has been voluntarily prepaid, the principal balance of the LoansLoan, and all other Obligations with respect to the Loans held by such Lender Loan (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansLoan, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans Loan had been voluntarily prepaid, then to the principal balance of the LoansLoan, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to BorrowerBorrowers, its their successors and assigns, or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of or received by Agent or any Lender after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of reasonable out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the LendersLender, including, without limitation, Lenders’ Lender’s Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of or received by Agent or any Lender after Lender, after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the LendersLender, including, including without limitation, Lenders’ Lender's Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interestScheduled Payments, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance Stipulated Loan Value of the LoansLoan Amount, and all other Obligations with respect to the Loans held by such Lender (all Loans, provided, however, that if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaidunpaid principal thereof, then to the principal balance Stipulated Loan Value of the Loan Amount with respect to all Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of of, or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket reasonable costs and expenses, including all reasonable amounts reasonably expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper and reasonable fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesLender; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansNote, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansNote, then first, to the unpaid interest thereon, then second, to unpaid principal thereof and third to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal remaining balance of the LoansObligations under the Note; such application to be made upon presentation of the Note, and then the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid; (c) Third, to the payment of other amounts then payable to Lender under any of the Loan Operative Documents); and (cd) ThirdFourth, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, thereof and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of or received by Agent or any Lender after the occurrence ocurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, expenses including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the LendersLender, including, without limitation, Lenders’ Lender's Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, due owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come came due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of of, or received by Agent or any Lender after after, the occurrence of an uncured Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ Expenses; Lender; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, Loan or the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansExpense Reimbursement, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansLoan or the Expense Reimbursement, then first, to the unpaid interest thereon, then and second, to unpaid principal thereof; such application to be made upon presentation of the amounts which would have otherwise come due under Section 2.3(b)(ii)Loan or the Expense Reimbursement, and the notation thereon of the payment, if partially paid, or the Loans had been voluntarily prepaidsurrender and cancellation thereof, then to the principal balance of the Loansif fully paid; (c) Third, and then to the payment of other amounts then payable to Lender under any of the Loan Operative Documents); and and (cd) ThirdFourth, to the payment of the surplus, if any, to BorrowerBorrower or Excalibur, its as the case may be, their respective successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lenders at the time of of, or received by Agent or any Lender after Lenders after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lenders of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansNotes, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansNotes, then first, to the unpaid interest thereon, then second, to unpaid principal thereof and third to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal remaining balance of the LoansObligations under the Notes; such application to be made upon presentation of the Notes, and then the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid; (c) Third, to the payment of other amounts then payable to Lender Lenders under any of the Loan Operative Documents); and (cd) ThirdFourth, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Secured Party at the time of of, or received by Agent or any Lender after Secured Party after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesSecured Party; (bii) Second, to the payment to each Lender, on a ratable basis, Secured Party of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansNote, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Note, then the amount remaining to the unpaid be distributed (to be applied first to accrued interest thereonand second to outstanding principal); (iii) Third, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender Secured Party under any of the Loan transaction documents (as defined in the Note and hereinafter, the “Transaction Documents”), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Documents, then the amount remaining to be distributed; and (civ) ThirdFourth, to the payment of the surplus, if any, to BorrowerDebtor, its successors and assigns, or to the Person whosoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of of, or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: : (a) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ Expenses; Lender; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans Loan for any accrued Scheduled Payments and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance Loan Value of the Loans, and all other Obligations Loan Amount with respect to the Loans held by such Lender (providedeach Loan, however, if and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then first, to the unpaid interest thereon, then second, to unpaid principal thereof and third to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal remaining balance of the LoansLoan Value of the Loan Amount with respect to each Loan; (c) Third, and then to the payment of other amounts then payable to Lender under any of the Loan Operative Documents); and and (cd) ThirdFourth, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of of, or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: : (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the or Lenders, including, without limitation, Lenders’ Expenses; ; (bii) Second, to the payment to each Lender, on a ratable basis, Lenders pro rata in accordance with the Advance Percentages of the amount amounts then owing or unpaid on the Loans for any accrued and unpaid interestNotes, the amounts which would have otherwise come due including each payment scheduled to be made under Section 2.3(b)(iiSections 1.02(b), if the Loans had been voluntarily prepaid1.02(c) and 1.02(d) of this Agreement; (iii) Third, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender Agent or Lenders under any of the Loan Transaction Documents); and and (civ) ThirdFourth, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same. In the event that, notwithstanding the foregoing, proceeds and/or avails of the Collateral, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for and shall be promptly paid over to the other Lenders ratably for application to the payments of amounts due to the other Lenders.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of or received by Agent or any Lender after Lender, after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the LendersLender, including, including without limitation, Lenders’ Lender's Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for Scheduled Payments, any other accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance Loan Value of the Loans, and all other Obligations with respect to the all Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance Loan Value of the Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whosoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of or received by Agent or any Lender Lenders after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lenders of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii2.3(b)(iii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii2.3(b)(iii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender Lenders under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The Subject to the Subordination Agreements, the proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Collateral Agent or any Lender, at the time of of, or received by Collateral Agent or any Lender after after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (a) Firstfirst, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesCollateral Agent; (b) Secondsecond, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loanssuch Lender’s Subordinated Contingent Note, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Subordinated Contingent Note, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance its Pro Rata Share of the Loans, amount remaining to be distributed (to be applied first to accrued interest and then second to the payment of other amounts then payable to Lender under any of the Loan Documentsoutstanding principal); and (c) Thirdthird, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesLender; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Advances or Loans for any accrued and unpaid interestScheduled Payments, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the unpaid principal balance amount of the Advances or Loans, and all other Obligations with respect to the Loans held by such Lender (providedall Advances or Loans, however, if and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Advances or Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the unpaid principal balance amount of the Advances or Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the CollateralCollateral or the Real Property (as defined below), or any part thereof, and the proceeds and the avails of any remedy hereunder and under the Mortgages (as well as any other amounts of any kind held by Collateral Agent or any Lender, at the time of of, or received by Collateral Agent or any Lender after after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the CollateralCollateral and the Real Property, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesCollateral Agent; (bii) Second, to the payment to each Lender, on a ratable basis, Investor of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loanssuch Investor’s Note, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Note, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance its Pro Rata Share of the Loansamount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal); (iii) Third, and then to the payment of other amounts then payable to Lender each Investor under any of the Loan Transaction Documents), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Documents, then its Pro Rata Share of the amount remaining to be distributed; and (civ) ThirdFourth, to the payment of the surplus, if any, to BorrowerNutraCea, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of or received by Agent or any Lender after the occurrence and during the continuance of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, First to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the LendersLender, including, without limitation, Lenders’ Lender's Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans Loan for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans Loan had been voluntarily prepaid, the principal balance of the LoansLoan, and all other Obligations with respect to the Loans held by such Lender Loan (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansLoan, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans Loan had been voluntarily prepaid, then to the principal balance of the LoansLoan, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Collateral Agent or any Lender, at the time of of, or received by Collateral Agent or any Lender after after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesCollateral Agent; (bii) Second, to the payment to each Lender, on a ratable basis, Purchaser of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loanssuch Purchaser’s Note, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Note, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance its Pro Rata Share (as defined below) of the Loansamount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal); (iii) Third, and then to the payment of other amounts then payable to Lender each Purchaser under any of the Loan Financing Documents), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Financing Documents, then its Pro Rata Share of the amount remaining to be distributed; and (civ) ThirdFourth, to the payment of the surplus, if any, to BorrowerCompany, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of ---------------------------------- the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of of, or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ Expenses; Lender; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansNote, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansNote, then first, to the unpaid interest thereon, then and second, to unpaid principal thereof; such application to be made upon presentation of the amounts which would have otherwise come due under Section 2.3(b)(ii)Note, and the notation thereon of the payment, if partially paid, or the Loans had been voluntarily prepaidsurrender and cancellation thereof, then to the principal balance of the Loansif fully paid; (c) Third, and then to the payment of other amounts then payable to Lender under any of the Loan Operative Documents); and and (cd) ThirdFourth, to the payment of the surplus, if any, to Borrower, its it successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of or received by Agent or any Lender after Lender, after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the LendersLender, including, including without limitation, Lenders’ Lender's Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for Scheduled Payments, any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance Loan Value of the Loans, and all other Obligations with respect to the Loans held by such Lender (all Loans, provided, however, that if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance Loan Value of the Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of of, or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) FirstFIRST, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesLender; (b) SecondSECOND, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansNotes, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansNotes, then FIRST, to the unpaid interest thereon, then SECOND, to unpaid principal thereof and third to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal remaining balance of the LoansObligations under the Notes; such application to be made upon presentation of the Notes, and then the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid; (c) THIRD, to the payment of other amounts then payable to Lender under any of the Loan Operative Documents); and (cd) ThirdFOURTH, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Collateral Agent or any Lender, at the time of of, or received by Collateral Agent or any Lender after after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesCollateral Agent; (bii) Second, to the payment to each Lender, on a ratable basis, Purchaser of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loanssuch Purchaser’s Note, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Note, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance its Pro Rata Share of the Loansamount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal); (iii) Third, and then to the payment of other amounts then payable to Lender each Purchaser under any of the Loan Transaction Documents), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Documents, then its Pro Rata Share of the amount remaining to be distributed; and (civ) ThirdFourth, to the payment of the surplus, if any, to Borrowerthe Debtor, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any LenderAgent, on behalf of Lenders, at the time of or received by Agent or any Lender after Agent, on behalf of Lenders, after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lendersor any Lender, including, including without limitation, Agent's Expenses and Lenders’ ' Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lenders of the amount then owing or unpaid on the Loans for any accrued and unpaid interestScheduled Payments, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance Stipulated Loan Value of the LoansLoan Amount, and all other Obligations with respect to the Loans held by such Lender (all Loans, provided, however, that if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaidunpaid principal thereof, then to the principal balance Stipulated Loan Value of the Loan Amount with respect to all Loans, and then to the payment of other amounts then payable to Lender Lenders under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails ---------------------------------- of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of of, or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket reasonable costs and expenses, including ----- all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesLender; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid ------ on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansNote, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansNote, then first, to the unpaid interest thereon, then second, to unpaid principal thereof and third to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal remaining ----- balance of the LoansObligations under the Note; such application to be made upon presentation of the Note, and then the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid; (c) Third, to the payment of other amounts then payable to Lender under ----- any of the Loan Operative Documents); and (cd) ThirdFourth, to the payment of the surplus, if any, to Borrower, its ------ successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of or received by Agent or any Lender after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the LendersLender, including, without limitation, Lenders’ Lender’s Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans Loan for Scheduled Payments, any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans Loan had been voluntarily prepaid, the principal balance of the LoansLoan, and all other Obligations with respect to the Loans held by such Lender Loan (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansLoan, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans Loan had been voluntarily prepaid, then to the principal balance of the LoansLoan, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of of, or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) FirstFIRST, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ Expenses; Lender; (b) SecondSECOND, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans Loan for any accrued Scheduled Payments and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance Loan Value of the Loans, and all other Obligations Loan Amount with respect to the Loans held by such Lender (providedeach Loan, however, if and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then FIRST, to the unpaid interest thereon, then SECOND, to unpaid principal thereof and THIRD to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal remaining balance of the LoansLoan Value of the Loan Amount with respect to each Loan; (c) THIRD, and then to the payment of other amounts then payable to Lender under any of the Loan Operative Documents); and and (cd) ThirdFOURTH, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesLender; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans Advances for any accrued and unpaid interestScheduled Payments, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the unpaid principal balance amount of the LoansAdvances, and all other Obligations with respect to the Loans held by such Lender (providedall Advances, however, if and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansAdvances, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the unpaid principal balance amount of the LoansAdvances, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of or received by Agent or any Lender after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of reasonable out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the LendersLender, including, without limitation, Lenders’ including Lender’s Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans Loan for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans Loan had been voluntarily prepaid, the principal balance of the LoansLoan, and all other Obligations with respect to the Loans held by such Lender Loan (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansLoan, then first, to the unpaid interest thereonthereon ratably, then second, to the amounts which would have otherwise come due under Section 2.3(b)(ii)) ratably, if the Loans Loan had been voluntarily prepaid, then third, to the principal balance of the LoansLoan ratably, and then fourth, to the ratable payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, assigns or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Collateral Agent or any Lender, at the time of of, or received by Collateral Agent or any Lender after after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesCollateral Agent; (bii) Second, to the payment to each Lender, on a ratable basis, Purchaser of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loanssuch Purchaser’s Note, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Note, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance its Pro Rata Share (as defined below) of the Loansamount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal); (iii) Third, and then to the payment of other amounts then payable to Lender each Purchaser under any of the Loan Documents), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Loan Documents, then its Pro Rata Share (as defined below) of the amount remaining to be distributed; and (civ) ThirdFourth, to the payment of the surplus, if any, to BorrowerCompany, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the ---------------------------------- Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of of, or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ Expenses; Lender; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansNote, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansNote, then first, to the unpaid interest thereon, then and second, to unpaid principal thereof; such application to be made upon presentation of the amounts which would have otherwise come due under Section 2.3(b)(ii)Note, and the notation thereon of the payment, if partially paid, or the Loans had been voluntarily prepaidsurrender and cancellation thereof, then to the principal balance of the Loansif fully paid; (c) Third, and then to the payment of other amounts then payable to Lender under any of the Loan Operative Documents); and and (cd) ThirdFourth, to the payment of the surplus, if any, to Borrower, its it successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by the Escrow Agent or any Lender, at the time of of, or received by the Escrow Agent or any Lender after after, the occurrence and during the continuance of an Event of Default hereunderin accordance with this Agreement) shall be paid to and applied as follows: (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred by the Escrow Agent that are required to be paid by Company pursuant to this Security Agreement or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesNote; (bii) Second, to the payment to each Lender, on a ratable basis, the Class of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansNote on a pro rata basis, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Note, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance its pro rata share of the Loansamount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal); (iii) Third, and then to the payment of other amounts then payable to Lender under any the Class in accordance with the Transaction Documents, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid, then its pro rata share of the Loan Documents)amount remaining to be distributed; and (civ) ThirdFourth, to the payment of the surplus, if any, to BorrowerCompany, its successors and assigns, or to the Person whosoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or and avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Collateral Agent or any Lender, at the time of of, or received by Collateral Agent or any Lender after after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (a) i. First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ feeslegal costs (calculated on a full indemnity basis on a solicitor and client basis), incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesCollateral Agent; (b) ii. Second, to the payment to each Lender, on a ratable basis, Investor of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loanssuch Investor’s Note, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Note, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance its Pro Rata Share of the Loansamount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal); iii. Third, and then to the payment of other amounts then payable to Lender each Investor under any of the Loan Transaction Documents), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Documents, then its Pro Rata Share of the amount remaining to be distributed; and (c) Thirdiv. Fourth, to the payment of the surplus, if any, to BorrowerCompany, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the CollateralCollateral or the Real Property (as defined below), or any part thereof, and the proceeds and the avails of any remedy hereunder and under the Mortgages (as well as any other amounts of any kind held by Collateral Agent or any Lender, at the time of of, or received by Collateral Agent or any Lender after after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (ai) First, to the payment to each Senior Lender of out-of-pocket the amount owed or owing to such Senior Lender under the Senior Loan Facility; (ii) Second, to the payment of reasonable costs and expenses, including all amounts expended to preserve the value of the CollateralCollateral and the Real Property, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesCollateral Agent; (biii) SecondThird, to the payment to each Lender, on a ratable basis, Subsequent Investor of the amount then owing or unpaid on such Investor's Subsequent Note; (iv) Fourth, to the Loans for any accrued and payment to each Investor of the amount then owing or unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(iion such Investor's Initial Note(s), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Initial Note(s), then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance its Pro Rata Share of the Loansamount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal); (v) Fifth, and then to the payment of other amounts then payable to Lender each Investor under any of the Loan Transaction Documents), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Documents, then its Pro Rata Share of the amount remaining to be distributed; and (cvi) ThirdSixth, to the payment of the surplus, if any, to Borrower▇▇▇, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (aA) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesLender; (bB) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interestScheduled Payments, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance Stipulated Loan Value of the LoansLoan Amount, and all other Obligations with respect to the Loans held by such Lender (providedall Loans, however, if and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaidunpaid principal thereof, then to the principal balance Stipulated Loan Value of the LoansLoan Amount with respect to the Loan, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (cC) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the CollateralCollateral or the Real Property (as defined below), or any part thereof, and the proceeds and the avails of any remedy hereunder and under the Mortgages (as well as any other amounts of any kind held by Collateral Agent or any Lender, at the time of of, or received by Collateral Agent or any Lender after after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the CollateralCollateral and the Real Property, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesCollateral Agent; (bii) Second, to the payment to each Lender, on a ratable basis, Subsequent Investor of the amount then owing or unpaid on such Investor’s Subsequent Note; (iii) Third, to the Loans for any accrued and payment to each Investor of the amount then owing or unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(iion such Investor’s Initial Note(s), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Initial Note(s), then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance its Pro Rata Share of the Loansamount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal); (iv) Fourth, and then to the payment of other amounts then payable to Lender each Investor under any of the Loan Transaction Documents), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Documents, then its Pro Rata Share of the amount remaining to be distributed; and (cv) ThirdFifth, to the payment of the surplus, if any, to Borrower▇▇▇, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Collateral Agent or any Lender, at the time of of, or received by Collateral Agent or any Lender after after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (ai) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesCollateral Agent; (bii) Second, to the payment to each Lender, on a ratable basis, Investor of the amount then interest due, owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loanssuch Investor’s Note, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Note, then its Pro Rata Share of the amount remaining to be distributed; (iii) Third, to the payment to each Investor of the principal amount due, owing or unpaid interest thereonon such Investor’s Note, and in case such proceeds shall be insufficient to pay in full the whole amount due, owing or unpaid upon such Note, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance its Pro Rata Share of the Loansamount remaining to be distributed; (iv) Fourth, and then to the payment of other amounts then payable to Lender Collateral Agent and each Investor under any of the Loan Transaction Documents), and in case such proceeds shall be insufficient to pay in full the whole amount due, owing or unpaid under such Transaction Documents, the amount remaining to be distributed shall be distributed pro rata in accordance with such other amounts payable; and (cv) ThirdFifth, to the payment of the surplus, if any, to BorrowerCompany, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or and avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Collateral Agent or any Lender, at the time of of, or received by Collateral Agent or any Lender after after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ feeslegal costs (calculated on a full indemnity basis on a solicitor and client basis), incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesCollateral Agent; (bii) Second, to the payment to each Lender, on a ratable basis, Investor of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loanssuch Investor’s Note, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Note, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance its Pro Rata Share of the Loansamount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal); (iii) Third, and then to the payment of other amounts then payable to Lender each Investor under any of the Loan Transaction Documents), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Documents, then its Pro Rata Share of the amount remaining to be distributed; and (civ) ThirdFourth, to the payment of the surplus, if any, to BorrowerCompany, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The Subject to the Subordination Agreement, the proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Collateral Agent or any Lender, at the time of of, or received by Collateral Agent or any Lender after after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (a) Firstfirst, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesCollateral Agent; (b) Secondsecond, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loanssuch Lender’s Subordinated Contingent Note, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Subordinated Contingent Note, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance its Pro Rata Share of the Loans, amount remaining to be distributed (to be applied first to accrued interest and then second to the payment of other amounts then payable to Lender under any of the Loan Documentsoutstanding principal); and (c) Thirdthird, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of or received by Agent or any Lender after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the LendersLender, including, without limitation, Lenders’ Lender’s Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would ****** — Material has been omitted and filed separately with the Commission have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of off or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) FirstFIRST, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ Expenses;Lender, (b) SecondSECOND, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans Advances for any accrued and unpaid interestScheduled Payments, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the unpaid principal balance amount of the LoansAdvances, and all other Obligations with respect to the Loans held by such Lender (providedall Advances, however, if and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansAdvances, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the unpaid principal balance amount of the LoansAdvances, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, THIRD to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of ---------------------------------- the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lenders at the time of of, or received by Agent or any Lender after Lenders after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket reasonable costs and expenses, ----- including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lenders of the amount then owing or ------ unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the LoansNotes, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansNotes, then first, to the ----- unpaid interest thereon, then second, to unpaid principal thereof and third to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal ------ ----- remaining balance of the LoansObligations under the Notes; such application to be made upon presentation of the Notes, and then the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid; (c) Third, to the payment of other amounts then payable to Lender Lenders ----- under any of the Loan Operative Documents); and (cd) ThirdFourth, to the payment of the surplus, if any, to Borrower, its ------ successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, at the time of or received by Agent or any Lender after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of reasonable out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the LendersLender, including, without limitation, Lenders’ Lender’s Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (“provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any Lender, Lender at the time of of, or received by Agent or any Lender after after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: : (a) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ Expenses; Lender; (b) Second, to the payment to each Lender, on a ratable basis, Lender of the amount then owing or unpaid on the Loans Loan for any accrued Scheduled Payments and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance Loan Value of the Loans, and all other Obligations Loan Amount with respect to the Loans held by such Lender (providedeach Loan, however, if and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then first, to the unpaid interest thereon, then second, to unpaid principal thereof and third to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal remaining balance of the LoansLoan Value of the Loan Amount with respect to each Loan; (c) Third, and then to the payment of other amounts then payable to Lender under any of the Loan Operative Documents); and and (cd) ThirdFourth, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any LenderAgent, on behalf of Lenders, at the time of or received by Agent or any Lender after Agent, on behalf of Lenders, after, the occurrence of an Event of Default hereunder) shall be paid to and applied applied, without duplication, as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Agent and the Lendersor any Lender, including, including without limitation, Agent's Expenses and Lenders’ ' Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lenders of the amount then owing or unpaid on the Loans for Scheduled Payments, any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance Loan Value of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, all Loans; provided that if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance Loan Value of the Loans, and then to the payment of other amounts then payable to Lender Lenders under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and or assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent any Lender or any LenderAgent, at the time of or received by Lenders or Agent or any Lender after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the LendersLenders or Agent, including, without limitation, Lenders’ Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lenders of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), ) if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the CollateralCollateral or the Real Property (as defined below), or any part thereof, and the proceeds and the avails of any remedy hereunder and under the Mortgages (as well as any other amounts of any kind held by Collateral Agent or any Lender, at the time of of, or received by Collateral Agent or any Lender after after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (ai) First, to the payment of out-of-pocket reasonable costs and expenses, including all amounts expended to preserve the value of the CollateralCollateral and the Real Property, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lenders, including, without limitation, Lenders’ ExpensesCollateral Agent; (bii) Second, to the payment to each Lender, on a ratable basis, Investor of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loanssuch Investor’s Note, and all other Obligations with respect to the Loans held by such Lender (provided, however, if in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loanssuch Note, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance its Pro Rata Share of the Loansamount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal); (iii) Third, and then to the payment of other amounts then payable to Lender each Investor under any of the Loan Transaction Documents), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Documents, then its Pro Rata Share of the amount remaining to be distributed; and (civ) ThirdFourth, to the payment of the surplus, if any, to Borrower▇▇▇, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent or any LenderAgent, on behalf of Lenders, at the time of or received by Agent or any Lender after Agent, on behalf of Lenders, after, the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent and the Lendersor any Lender, including, including without limitation, Lenders’ Expenses; (b) Second, to the payment to each Lender, on a ratable basis, Lenders of the amount then owing or unpaid on the Loans for Credit Extensions, including any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans held by such Lender (all Credit Extensions, provided, however, that if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansCredit Extensions, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender Lenders under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person whomsoever may be lawfully entitled to receive the same.