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 Lender, at the time of or received by 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to 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 (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 LenderAgent and the Lenders, including, without limitation, Lender’s Lenders’ Expenses; (b) Second, to the payment to Lender 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 Lender, Collateral Agent at the time of of, or received by Lender after Collateral Agent 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 Lender, including, without limitation, Lender’s ExpensesCollateral Agent; (bii) Second, to the payment to Lender each 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 (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 Lender, at the time of or received by 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to 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 (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 Lender, Agent at the time of of, or received by Lender after Agent 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 Lender, including, without limitation, Lender’s Expenses; Agent or Lenders; (bii) Second, to the payment to Lender 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 (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 Lender, at the time of or received by 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to 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 (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 Lender, at the time of or received by Collateral Agent or 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 or Lender, including, without limitation, including Lender’s Expenses; (b) Second, to the payment to 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 (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 Lender, Secured Party at the time of of, or received by 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 Lender, including, without limitation, Lender’s ExpensesSecured Party; (bii) Second, to the payment to Lender 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 (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 Lender, Lender at the time of of, or received by 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to 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 (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 resulting from Agent’s or Lenders’ exercise of any remedy remedies hereunder (as well as any other amounts of any kind held by Lender, Agent at the time of of, or received by Lender after Agent 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 Lender, including, without limitation, Lender’s Expenses; Agent or Lenders; (bii) Second, to the payment to Lender 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 (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 Lender, at the time of or received by 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to 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 (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 LenderLenders, at the time of or received by 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 LenderLenders, including, without limitation, Lender’s Lenders’ Expenses; (b) Second, to the payment to Lender 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 (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 of any remedy hereunder (as well as any other amounts of any kind held by LenderLenders, at the time of or received by 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 LenderLenders, including, without limitation, Lender’s Lenders’ Expenses; (b) Second, to the payment to Lender 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 (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 Lender, Lender at the time of or received by 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to 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 (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 Lender, Lender at the time of or received by 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to 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 (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 Lender, Agent at the time of of, or received by Lender after Agent 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 Lender, including, without limitation, Lender’s Expenses; Agent or Lenders; (bii) Second, to the payment to Lender 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 (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 Lender, Lender at the time of or received by 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 Lender, including, without limitation, Lender’s Expenses; (bB) Second, to the payment to 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 (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 Collateral Agent or any Lender, at the time of of, or received by Collateral Agent or any Lender after the occurrence of an Event of Default hereunderhereunder that has not been waived by Lenders) 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 or any Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to Lender 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 (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 resulting from Agent’s or Lenders’ exercise of any remedy remedies hereunder (as well as any other amounts of any kind held by Lender, Agent at the time of of, or received by Lender after Agent 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 Lender, including, without limitation, Lender’s Expenses; Agent or Lenders; (bii) Second, to the payment to Lender Lenders pro rata in accordance with the Loan Percentages of the amount amounts then owing or unpaid on the Loans for any accrued Notes, including each payment scheduled to be made under Sections 2.02(b) and unpaid interest2.02(c) of this Agreement; (iii) Third, 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 (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 Lender, Collateral Agent at the time of of, or received by Lender after Collateral Agent 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 Lender, including, without limitation, Lender’s ExpensesCollateral Agent; (bii) Second, to the payment to Lender each 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 (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 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 Lender, Agent at the time of of, or received by Lender after Agent 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 Lender, including, without limitation, Lender’s Expenses; Agent or Lenders; (bii) Second, to the payment to Lender 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 (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 Excepts as otherwise permitted hereby, 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 Lender, the Collateral Agent or the Secured Parties at the time of of, or received by Lender after the Collateral Agent or the Secured Parties 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 Lender, including, without limitation, Lender’s Expensesthe Collateral Agent; (bii) Second, to the payment of costs and expenses, including all amounts expended to Lender 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 legal expenses and attorneys’ fees, incurred or made hereunder by the Secured Parties (other than the Collateral Agent); (iii) Third, to the payment to 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 to Secured Parties in respect of the Loans, Obligations (to be applied first to accrued interest and all other Obligations second to outstanding principal) in accordance with respect to the Loans (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 terms of the LoansNotes Documents, and then including other payments to be made to third parties from such proceeds; (iv) Fourth, to the payment of other amounts then payable to Lender the Collateral Agent or Secured Parties under any of the Loan Notes Documents); and (cv) ThirdFifth, to the payment of the surplus, if any, to Borrowerthe Companies, its their 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 LenderAgent, on behalf of Lenders, at the time of or received by 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 or any Lender, including, including without limitation, LenderAgent’s Expenses and Lenders’ Expenses; (b) Second, to the payment to Lender 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 (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 Lender, Lender at the time of of, or received by 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to 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 (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 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 Lender, Lender at the time of of, or received by 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 Lender, including, without limitation, Lender’s Expenses; ; (b) Second, to the payment to 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 (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 Lender, at the time of or received by 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 Lender, including, without limitation, Lender’s 's Expenses; (b) Second, to the payment to 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 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 under this Agreement (as well as any other amounts of any kind held by Lenderthe Agents or Lenders, at the time of or received by Lender the Agents or Lenders after the occurrence of an Event of Default hereunderhereunder that has not been waived by ▇▇▇▇▇▇) 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 under this Agreement by any Agent or any Lender, including, without limitation, Lender’s including Lenders’ Expenses; (b) Second, to the payment to Lender the Lenders 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)Make-Whole Amount, to the same extent as if the Loans Loan had been voluntarily prepaid, the principal balance of the LoansLoan, and all other Obligations with respect to (including the Loans (provided, however, if BCA Expense Obligations. In the event such proceeds shall be are insufficient to pay in full the whole amount so due, owing or unpaid upon the LoansLoan or such other Obligations, then payment shall be applied first, to the unpaid interest thereonon such principal balance ratably, then second, to the amounts which would have otherwise come due under Section 2.3(b)(ii)Make-Whole Amount ratably, to the same extent as 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 Lenders 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 Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, (x) all proceeds and/or avails of Collateral received by the Administrative Agent, a Lender or any other Person pursuant to the exercise of rights or remedies against the Collateral, (y) all payments received by Administrative Agent or any part thereof, Lender upon and after the proceeds and the avails acceleration of any remedy hereunder of the Obligations and (as well as any other amounts of any kind held by Lender, at the time of or z) all payments received by Administrative Agent or any Lender after following written notice to the occurrence Borrower and Administrative Agent by the Required Lenders during the existence of an Event of Default hereunder) to impose the waterfall set forth in this Section 4.02(c), shall be paid to and applied as follows: (ai) Firstfirst, to pay any and all costs, fees, and expenses of, and any indemnity payments then due to, the Agents under the Loan Documents, until paid in full; (ii) second, ratably to pay any costs, fees, and expenses of, and any indemnity payments then due to, any of the Lenders under the Loan Documents, until paid in full; (iii) third, ratably to the Lenders to pay interest due in respect of the outstanding Loans until paid in full; (iv) fourth, ratably to the Lenders to pay the outstanding principal balance of the Loans on a pro rata basis until the Loans are paid in full; (v) fifth, ratably to the Lenders to pay any Prepayment Premium payable pursuant to this Loan Agreement, and any other applicable premiums in respect of the Loans; (vi) sixth, to pay any other Secured Obligations, ratably to the Persons entitled thereto and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon, and any payments under Secured Cash Management Agreements constituting Secured Obligations; and (vii) seventh, to the Borrower or such other Person entitled thereto under Applicable Law. For the avoidance of doubt, notwithstanding any other provision of any Loan Document, no amount received directly or indirectly from any Loan Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of out-of-pocket costs any Obligations arising under Secured Cash Management Agreements and expensesSecured Hedging Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, including all amounts expended together with such supporting documentation from the applicable Cash Management Bank or Hedge Bank, as the case may be, as may be reasonably necessary to preserve determine the value amount of the CollateralSecured Obligations owed thereunder. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, Administrative Agent pursuant to the payment terms of Article X hereof for itself and its Affiliates as if a “Lender” party hereto and be deemed to Lender of the amount then owing or unpaid on the Loans for any accrued be (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 agrees to be) subject to the Loans (providedprovisions in Sections 12.14, 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, 12.18 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 same13.04 as a party hereto.

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 Lender, Lender at the time of or received by 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to 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 (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 Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, (x) all proceeds and/or avails of Collateral received by the Administrative Agent, a Lender or any other Person pursuant to the exercise of rights or remedies against the Collateral, (y) all payments received by Administrative Agent or any part thereof, Lender upon and after the proceeds and the avails acceleration of any remedy hereunder of the Obligations and (as well as any other amounts of any kind held by Lender, at the time of or z) all payments received by Administrative Agent or any Lender after following written notice to the occurrence Borrower and Administrative Agent by the Required Lenders during the existence of an Event of Default hereunder) to impose the waterfall set forth in this Section 4.02(c), shall be paid to and applied as follows: (ai) Firstfirst, to pay any and all costs, fees, and expenses of, and any indemnity payments then due to, the Agents under the Loan Documents, until paid in full; (ii) second, ratably to pay any costs, fees, and expenses of, and any indemnity payments then due to, any of the Lenders under the Loan Documents, until paid in full; (iii) third, ratably to the Lenders to pay interest due in respect of the outstanding Loans until paid in full; (iv) fourth, ratably to the Lenders to pay the outstanding principal balance of the Loans on a pro rata basis until the Loans are paid in full; (v) fifth, ratably to the Lenders to pay any Prepayment Premium payable pursuant to this Loan Agreement, and any other applicable premiums in respect of the Loans; (vi) sixth, to pay any other Secured Obligations, ratably to the Persons entitled thereto and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon, and any payments under Secured Cash Management Agreements constituting Secured Obligations; and (vii) seventh, to the Borrower or such other Person entitled thereto under Applicable Law. For the avoidance of doubt, notwithstanding any other provision of any Loan Document, no amount received directly or indirectly from any Loan Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of out-of-pocket costs any Obligations arising under Secured Cash Management Agreements and expensesSecured Hedging Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, including all amounts expended together with such supporting documentation from the applicable Cash Management Bank or Hedge Bank, as the case may be, as may be reasonably necessary to preserve determine the value amount of the CollateralSecured Obligations owed thereunder. Each Cash Management Bank or Hedge Bank not a party to this Loan Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, Administrative Agent pursuant to the payment terms of Article X hereof for itself and its Affiliates as if a “Lender” party hereto and be deemed to Lender of the amount then owing or unpaid on the Loans for any accrued be (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 agrees to be) subject to the Loans (providedprovisions in Sections 12.14, 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, 12.18 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 same13.04 as a party hereto.

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 Lender, Agent at the time of of, or received by Lender after Agent after, the occurrence of an Event of Default hereunder) ), subject to the Subordination 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 or made hereunder by Lender, including, without limitation, Lender’s Expenses; Agent or Lenders; (bii) Second, to the payment to Lender 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 (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 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. Each Borrower recognizes that Agent may be unable to effect a public sale of all or a part of the Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (“Act”), so that Agent may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Shares for their own account, for investment and without a view to the distribution or resale thereof. Each Borrower understands that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Shares were sold at public sales, and agrees that Agent has no obligation to delay the sale of any of the Pledged Shares for the period of time necessary (even if Agent would agree), to register such securities for sale under the Act. Each Borrower agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.

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 or any Lender, including, without limitation, Lender’s including Lenders’ Expenses; (b) Second, to the payment to Lender 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 (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 Lenders under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to BorrowerCo-Borrowers, its their 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 Lender, Lender at the time of or received by 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 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to 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 unpaid principal balance amount of the Loans, and all other Obligations with respect to the Loans (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 prepaid, then to the unpaid principal balance amount 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 Lender, at the time of or received by 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to 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 (“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 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 or any Lender, including, without limitation, Lender’s including Lenders’ Expenses; (b) Second, to the payment to Lender 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 (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 to second, the amounts which would have otherwise come due under Section 2.3(b)(ii)Prepayment Premiums, as if voluntarily prepaid on the Loans had been voluntarily prepaiddate of acceleration, then third, to the principal balance of the LoansLoans ratably, and then fourth, to the ratable 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, 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 Lender, Lender at the time of or received by 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 Lender, including, without limitation, Lender’s Expenses; (bB) Second, to the payment to 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 (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 Lender, at the time of or received by 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to 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 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 Lender, Lender at the time of of, or received by 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 Lender, including, without limitation, Lender’s Expenses; ; (b) SecondSECOND, to the payment to 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 (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 Collateral Agent or Lender, at the time of or received by Collateral Agent or 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 or Lender, including, without limitation, including Lender’s Expenses; (b) Second, to the payment to 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 (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 BorrowerCo-Borrowers, its their successors and assigns, assigns or to the Person lawfully entitled to receive the same.

Application of Collateral Proceeds. The proceeds and/or avails (a) Upon the acceleration of the CollateralLoans, 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 Lender, at the time of or received by Lender after the occurrence of b) if an Event of Default hereunderunder Section 8.1(a) 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 Credit Agreement has occurred and is continuing or suit, (c) if any, and of such sale and the exercise of at 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to 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 (provided, however, if such proceeds time there shall be insufficient funds available to pay any Agent in full accordance with 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, terms and then to the payment of other amounts then payable to Lender under any conditions of the Loan Documents); and (c) ThirdDocuments to pay all Obligations that are then due and payable, the proceeds of any collection, recovery, receipt, appropriation, realization or sale of any or all of the Collateral or the enforcement of any Loan Document shall be applied to the payment of the surplusObligations in the following order of priority: (i) First, if anytoward the payment pro rata of any costs, to Borrowerexpenses, its successors losses and assigns, or indemnities of any of the Agents and the Depositary and any other amounts payable to the Person lawfully entitled Agents and the Depositary under the Loan Documents then due and payable (including legal costs and costs and expenses incurred in connection with any realization or enforcement of the Collateral taken in accordance with the terms of the Loan Documents, but excluding any breakage costs), together with any unpaid fees of any Agent and the Depositary; (ii) Second, toward the payment pro rata of any accrued interest and fees then due and payable, any other gross up amount and/or any other breakage costs then due and payable to receive the sameLenders; (iii) Third, toward the payment pro rata of any principal amount of Loans then due and payable to the Lenders; (iv) Fourth, toward the payment pro rata of any and all other Obligations under the Loan Documents that are remaining after giving effect to the preceding provisions and are then due and payable to any Secured Party; and (v) Fifth, any remaining proceeds to the Borrower or as a court of competent jurisdiction may otherwise direct.

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 Lender, at the time of or received by Collateral Agent or Lender after the occurrence and of an Event of Default hereunderhereunder and so long as such Event of Default has not been waived by Lender in writing) shall be paid to and applied as follows: (a) First, to the payment of reasonable and 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 Collateral Agent or Lender, including, without limitation, including Lender’s Expenses; (b) Second, to the payment to 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 (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 BorrowerCo-Borrowers, its their 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 Lender, Lender at the time of of, or received by 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 Lender, including, without limitation, Lender’s Expenses; ; (b) Second, to the payment to Lender of the amount then owing or unpaid on the Loans Note 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 (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 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 LoansLoan Value of the Loan Amount with respect to each Loan; 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 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 Lender, at the time of or received by 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 Lender, including, without limitation, Lender’s 's Expenses; (b) Second, to the payment to 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 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 Excepts as otherwise permitted hereby, 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 Lender, the Collateral Agent or the Secured Parties at the time of of, or received by Lender after the Collateral Agent or the Secured Parties after, the occurrence of an Event of Default hereunderDefault) shall be paid to and applied as follows: (ai) First, if the proceeds are from the sale, lease or other conveyance of FCC Licenses, to make all required payments to the FCC and U.S. Treasury under the Consent Decree; (ii) Second, 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 Lender, including, without limitation, Lender’s Expensesthe Collateral Agent or Secured Parties; (biii) SecondThird, to the payment to Lender 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 to Secured Parties in respect of the Loans, Obligations (to be applied first to accrued interest and all other Obligations second to outstanding principal) in accordance with respect to the Loans (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 terms of the LoansLoan Agreement and Promissory Notes, and then including other payments to be made to third parties from such proceeds; (iv) Fourth, to the payment of other amounts then payable to Lender the Collateral Agent or Secured Parties under any of the Loan Transaction Documents); and (cv) ThirdFifth, to the payment of the surplus, if any, to Borrowerthe Companies, its their 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 Lender, Collateral Agent at the time of of, or received by Lender after Collateral Agent 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 Lender, including, without limitation, Lender’s ExpensesCollateral Agent; (bii) Second, to the payment to Lender each 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 (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 Lender, at the time of or received by 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 Lender, including, including without limitation, Lender’s 's Expenses; (b) Second, to the payment to 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 (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 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 Lender, Collateral Agent at the time of of, or received by Lender after Collateral Agent 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 Lender, including, without limitation, Lender’s ExpensesCollateral Agent; (b) ii. Second, to the payment to Lender each 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 (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 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 or any Lender, including, without limitation, including Lender’s Expenses; (b) Second, to the payment to Lender 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 (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 any 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 LenderLenders, at the time of or received by 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 Lender, including, including without limitation, Lender’s Lenders' Expenses; (b) Second, to the payment to Lender 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 (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 Lender, Agent at the time of of, or received by Lender after Agent 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 Lender, including, without limitation, Lender’s Expenses; Agent or Lenders; (bii) Second, to the payment to Lender 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 (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 or any Lender, including, without limitation, Lender’s including Lenders’ Expenses; (b) Second, to the payment to Lender 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 (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 Lenders under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to BorrowerCo-Borrowers, 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 any Lender, at the time of or received by 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 LenderLenders, including, without limitation, Lender’s Lenders’ Expenses; (b) Second, to the payment to Lender 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 (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 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 Lender, Lenders at the time of of, or received by 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 Lender, including, without limitation, Lender’s ExpensesLenders; (b) Second, to the payment to Lender 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 (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 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 Lender, at the time of or received by 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to 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 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 Lender, at the time of or received by 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to 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 (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 Lender, Collateral Agent at the time of of, or received by Lender after Collateral Agent 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 Lender, including, without limitation, Lender’s ExpensesCollateral Agent; (bii) Second, to the payment to Lender each 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 (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 Lender, Collateral Agent at the time of of, or received by Lender after Collateral Agent 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 Lender, including, without limitation, Lender’s ExpensesCollateral Agent; (bii) Second, to the payment to each Lender of the amount then owing or unpaid on such Lender’s Obligations under 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 LoansSenior Notes, and all other Obligations with respect to the Loans (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 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 and second to outstanding principal) with respect to such Obligations; (iii) Third, and then to the payment of other amounts then payable to each Lender under any of the Loan Documents); andamount then owing or unpaid on such Lender’s Obligations under the Subordinated Notes, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Obligations, then its pro rata share of the amount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal)with respect to such Obligations; (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. In the event that a Lender receives payments or distributions in excess of its pro rata share, then such Lender shall hold in trust all such excess payments or distributions for the benefit of the other Lenders and shall pay such amounts held in trust to such other Lenders upon demand by such 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 Lender, at the time of or received by 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to 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 (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 Lenderany Lender or Agent, at the time of or received by Lender Lenders or Agent 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 LenderLenders or Agent, including, without limitation, Lender’s Lenders’ Expenses; (b) Second, to the payment to Lender 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 (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 Lender, Collateral Agent at the time of of, or received by Lender after Collateral Agent 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 Lender, including, without limitation, Lender’s ExpensesCollateral Agent; (bii) Second, to the payment to Lender each 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 (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 LenderAgent, on behalf of Lenders, at the time of or received by 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 or any Lender, including, including without limitation, Lender’s Lenders’ Expenses; (b) Second, to the payment to Lender 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 (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.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral and Guarantor Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder or under the Guarantor Security Agreement (as well as any other amounts of any kind held by Lender, Lenders at the time of of, or received by 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 or Guarantor 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 or under the Guarantor Security Agreement by Lender, including, without limitation, Lender’s ExpensesLenders; (b) Second, to the payment to Lender 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 (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 Collateral Agent or Lender, at the time of or received by Collateral Agent or 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 or Lender, including, without limitation, including Lender’s Expenses; (b) Second, to the payment to Lender of the amount then owing or unpaid on the Revolving Loan for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Revolving Loan had been voluntarily prepaid (together with a corresponding reduction in the Revolving Loan Commitment Amount), the principal balance of the Revolving Loan, and all other Obligations with respect to the Revolving Loan (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Revolving Loan, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Revolving Loan had been voluntarily prepaid, then to the principal balance of the Revolving Loan, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); (c) Third, to the payment to Lender of the amount then owing or unpaid on the Term Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Term Loans had been voluntarily prepaid, the principal balance of the Term Loans, and all other Obligations with respect to the Term Loans (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Term 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 Term Loans had been voluntarily prepaid, then third, to the principal balance of the LoansTerm Loans ratably, and then fourth, to the ratable payment of other amounts then payable to Lender under any of the Loan Documents); and (cd) ThirdFourth, to the payment of the surplus, if any, to BorrowerCo-Borrowers, its their successors and assigns, assigns or to the Person Persons 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 Lender, Agent at the time of of, or received by Lender after Agent after, the occurrence of and during the continuance 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, indemnities, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Lenderby, includingor owing to, without limitation, Lender’s Expenses; Agent or Lenders; (bii) Second, to the payment to Lender 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 scheduled to be made under Section 2.3(b)(iiSections 2.02(c), if the Loans had been voluntarily prepaid2.02(d) and 2.02(e); (iii) Third, the principal balance of the Loans, and all other Obligations with respect to the Loans (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 Borrowerthe applicable Loan Party, 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. For the avoidance of doubt, notwithstanding any other provision of any Loan Document, no amount received directly or indirectly from any Loan Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Agent or otherwise to the payment of any Excluded Swap Obligations and Obligations arising under secured cash management agreements and secured Swap Obligations shall be excluded from the application described above in clauses (i) - (iv) if the Agent has not received written notice thereof, together with such supporting documentation from the applicable bank product provider of such cash management agreements or Swap Obligations, as the case may be, as may be reasonably necessary to determine the amount of the Obligations owed thereunder.

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 LenderAgent, on behalf of Lenders, at the time of or received by 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 or any Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to Lender Lenders on a pro rata basis as contemplated by SECTION 2.12 of the amount then owing or unpaid on the Loans Loan 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 (providedLoan, however, if and in case 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 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 Agent or any 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, thereof and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Lender, at the time of or received by 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 Lender, including, without limitation, Lender’s 's Expenses; (b) Second, to the payment to 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 (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 Collateral Agent or Lender, at the time of or received by Collateral Agent or Lender after the occurrence of an Event of Default hereunderhereunder that has not been waived by ▇▇▇▇▇▇) 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 or Lender, including, without limitation, including Lender’s Expenses; (b) Second, to the payment to 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 (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 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 or any Lender, including, without limitation, Lender’s including Lenders’ Expenses; (b) Second, to the payment to Lender 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 (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 Lenders 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 Lender, at the time of or received by 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 Lender, including, without limitation, including Lender’s Expenses; (b) Second, to the payment to 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 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 Lender, at the time of or received by Collateral Agent or 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 or Lender, including, without limitation, including Lender’s Expenses; (b) Second, to the payment to 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 (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 BorrowerCo-Borrowers, its their successors and assigns, assigns or to the Person Persons 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 Lender, Lenders at the time of or received by 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 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 Lender, including, without limitation, Lender’s ExpensesLenders; (b) Second, to the payment to Lender 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 (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 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 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 hereunderhereunder that has not been waived by Lenders) 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 Collateral Agent or any Lender, including, without limitation, Lender’s including Lenders’ Expenses; (b) Second, to the payment to Lender 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 (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 Lenders under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to BorrowerCo-Borrowers, its their 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 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 Lender, Collateral Agent at the time of of, or received by Lender after Collateral Agent 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 Lender, including, without limitation, Lender’s ExpensesCollateral Agent; (biii) SecondThird, to the payment to Lender each 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 (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 LenderAgent, on behalf of Lenders, at the time of or received by 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 or any Lender, including, including without limitation, Lender’s Agent's Expenses and Lenders' Expenses; (b) Second, to the payment to Lender 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 (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 LenderLenders, at the time of or received by 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 LenderLenders, including, without limitation, Lender’s Lenders’ Expenses; (b) Second, to the payment to Lender 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 (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 Lender, at the time of or received by 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to Lender without duplication 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 Loan had been voluntarily prepaid, the principal balance of the LoansLoan, and all other Obligations with respect to the Loans 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)(ii2.3(b)(iii), 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 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 Lender, Lender at the time of or received by 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 Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to 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 (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 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 Lender, Lender at the time of of, or received by 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 Lender, including, without limitation, Lender’s Expenses; ; (b) Second, to the payment to 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 (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.