Application of Proceeds on Default. Upon the occurrence and during the continuance of an Event of Default, the balances in the Chase Clearing Account, the Collection Account(s), the Cash Collateral Account(s) or in any other account of any Credit Party with a Lender, all other income on the Collateral, and all proceeds from any sale of the Collateral pursuant hereto shall be applied first toward payment of the reasonable out-of-pocket costs and expenses paid or incurred by the Administrative Agent in enforcing this Credit Agreement, in realizing on or protecting any Collateral and in enforcing or collecting any Obligations or any Guaranty thereof, including, without limitation, court costs and the reasonable attorney's fees and expenses incurred by the Administrative Agent, then to satisfy or provide cash collateral for all Obligations relating to the Letters of Credit, and then to the indefeasible payment in full of the Obligations in accordance with Section 12.2(b) hereof; provided, however, that, the Administrative Agent may in its discretion and with the consent of the Required Lenders, apply funds comprising the Collateral to pay the cost (i) of completing any item of Product owned in whole or in part by any Credit Party in any stage of production and (ii) of making delivery to the distributors of such item of Product. Any amounts remaining after such indefeasible payment in full shall be remitted to the appropriate Credit Party or as a court of competent jurisdiction may otherwise direct.
Application of Proceeds on Default. Subject to the provisions of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, the balance in any account of any Credit Party with a Lender, all other income on the Collateral, and all proceeds from any sale of the Collateral pursuant hereto shall be applied first toward payment of the reasonable out-of-pocket costs and expenses paid or incurred by any Agent in enforcing this Credit Agreement, in realizing on or protecting any Collateral and in enforcing or collecting any Obligations or any Guaranty thereof, including, without limitation, court costs, reasonable attorney's fees and expenses and reasonable financial consultants' fees incurred by any Agent and then to the indefeasible payment in full in cash of the Obligations in accordance with Section 12.2(b) hereof. Any amounts remaining after such indefeasible payment in full shall be remitted to the appropriate Credit Party or as a court of competent jurisdiction may otherwise direct.
Application of Proceeds on Default. Upon the occurrence and during the continuance of an Event of Default, the balance in any account of any Credit Party with a Lender, all other income on the Collateral, and all proceeds from any sale of the Collateral pursuant hereto shall be applied first toward payment of the reasonable out-of-pocket costs and expenses paid or incurred by any Agent in enforcing this Credit Agreement, in realizing on or protecting any Collateral and in enforcing or collecting any Obligations or any Guaranty thereof, including, without limitation, court costs, reasonable attorney's fees and expenses and reasonable financial consultants' fees incurred by any Agent and then to the indefeasible payment in full in cash of the Obligations in accordance with Section 12.2(b) hereof. Any amounts remaining after such indefeasible payment in full shall be remitted to the appropriate Credit Party or as a court of competent jurisdiction may otherwise direct.
Application of Proceeds on Default. Upon the occurrence and during the continuance of an Event of Default, the balances in the Cash Collateral Account or in any other account of the Borrower or any of the Transaction Parties with any Lender, all other income on the Collateral, and all proceeds from any sale of the Collateral pursuant hereto shall be applied in accordance with the provisions of Section 12.2 hereof. Any amounts remaining after such payment in full shall be remitted to the Transaction Parties or as a court of competent jurisdiction may otherwise direct.
Application of Proceeds on Default. Upon the occurrence and during the continuance of an Event of Default, the balances in any account of the Borrower which constitutes part of the Collateral, all other income on the Collateral, and all proceeds from any sale of the Collateral pursuant hereto shall be applied first toward payment of the costs and expenses paid or incurred by the Lender in enforcing this Agreement, in realizing on or protecting any Collateral and in enforcing or collecting any Secured Obligations, including, without limitation, court costs and the attorney's fees and expenses incurred by the Lender, then to satisfy or provide cash Collateral for all obligations relating to Secured Obligations, and then the indefeasible payment in full of the Secured Obligations in accordance with this Agreement. Any amounts remaining after such indefeasible payment in full shall be remitted to the Borrower or as a court of competent jurisdiction may otherwise direct.
Application of Proceeds on Default. Upon the occurrence and during the continuance of an Event of Default, all income and/or proceeds from the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral shall be applied first toward payment of the reasonable out-of-pocket costs and expenses paid or incurred by Lender in enforcing this Credit Agreement or the other Fundamental Documents, in realizing on or protecting any Collateral and (from and after the First Amendment Effective Date) Inventory Collateral and in enforcing or collecting any Obligations, including, without limitation, court costs, reasonable attorneys’ fees and expenses and reasonable financial consultants’ fees incurred by Lender and then to the indefeasible payment in full in cash of the Obligations in accordance with the provisions of this Credit Agreement. Any amounts remaining after such indefeasible payment in full shall be remitted to Borrower or as a court of competent jurisdiction may otherwise direct.
Application of Proceeds on Default. During the continuance of an Event of Default, the balances in the Collection Account(s), or in any account of any Credit Party with the Lender, all other income on the Collateral, and all proceeds from any sale of the Collateral pursuant hereto shall be applied first toward payment of the reasonable out-of-pocket costs and expenses paid or incurred by the Lender in enforcing this Credit Agreement, in realizing on or protecting any Collateral and in enforcing or collecting any Obligations or any Guaranty thereof, including, without limitation, court costs and the reasonable attorney's fees and expenses incurred by the Lender, and then to the payment in full of the Obligations in such order as determined by the Lender, provided, however, that, the Lender may in its discretion apply funds comprising the Collateral to pay the cost (i) of completing any item of Product owned in whole or in part by any Credit Party in any stage of production and (ii) of making delivery to the distributors of such item of Product. Any amounts remaining after such indefeasible payment in full shall be remitted to the appropriate Credit Party or as a court of competent jurisdiction may otherwise direct.
Application of Proceeds on Default. Upon the occurrence and during the continuance of an Event of Default, the balance in any account of any Credit Party with a Lender (other than any account expressly given to secure obligations other than the Obligations hereunder), all other income on the Collateral, and all proceeds from any sale of the Collateral pursuant hereto shall be applied first toward payment of the reasonable out-of-pocket costs and expenses paid or incurred by the Administrative Agent in enforcing this Credit Agreement, in realizing on or protecting any Collateral and in enforcing or collecting any Obligations or any Guaranty thereof, including, without limitation, court costs, reasonable attorney's fees and expenses and reasonable financial consultants' fees incurred by the Administrative Agent, then to satisfy or provide cash collateral for all LOC Obligations and then to the indefeasible payment in full in cash of the other Obligations in accordance with Section 2.4(f) hereof. Any amounts remaining after such indefeasible payment in full shall be remitted to the appropriate Credit Party or as a court of competent jurisdiction may otherwise direct.
Application of Proceeds on Default. During the continuance of an Event of Default, the balances in the Clearing Account, Collection Account, Cash Collateral Account or in any other account of any Credit Party with a Lender, all other income on the Collateral, and all proceeds from any sale of the Collateral pursuant hereto shall be applied first toward payment of the reasonable out-of-pocket costs and expenses paid or incurred by the Administrative Agent in enforcing this Credit Agreement, in realizing on or protecting any Collateral and in enforcing or collecting any Obligations or any Guaranty thereof, including, without limitation, court costs and the reasonable attorney's fees and expenses incurred by the Administrative Agent, then to satisfy or provide cash collateral for all Obligations relating to the Letters of Credit, and then to the payment in full of the Obligations in accordance with Section 12.2(b) hereof; provided, however, that, the Administrative Agent may in its discretion apply funds comprising the Collateral to pay the cost (i) of completing any item of Product owned in whole or in part by any Credit Party in any stage of production and (ii) of making delivery to the distributors of such item of Product. Any amounts remaining after such payment in full shall be remitted to the appropriate Credit Party or as a court of competent jurisdiction may otherwise direct.
Application of Proceeds on Default. Upon the occurrence and during the continuance of an Event of Default, the balances in the Clearing Account, the Collection Account(s), the Cash Collateral Account(s) or in any account of the Credit Party with a Lender, all other income earned on the Collateral, and all proceeds from any sale of the Collateral pursuant hereto shall be applied first toward payment of the reasonable out-of-pocket costs and expenses paid or incurred by the Agent in enforcing this Credit Agreement, in realizing on or protecting any Collateral and in enforcing or collecting any Obligations or any Guaranty thereof, including, without limitation, court costs and the reasonable attorney’s fees and expenses incurred by the Agent, then to satisfy or provide cash Collateral for all Obligations relating to the Letters of Credit, and then to the payment in full of the Obligations in accordance with Section 12.2(b) hereof. Any amounts remaining after such payment in full shall be remitted to the appropriate Credit Party or as a court of competent jurisdiction may otherwise direct.
