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 Secured Party at the time of, or received by Secured Party after, the occurrence of an Event of Default) shall be paid to and applied as follows: (i) First, to the payment of 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 Secured Party; (ii) Second, to the payment to Secured Party of the amount then owing or unpaid on the Note, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Note, then the amount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal); (iii) Third, to the payment of other amounts then payable to Secured Party under any of the transaction documents (as defined in the Note and hereinafter, the “Transaction Documents”), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Documents, then the amount remaining to be distributed; and (iv) Fourth, to the payment of the surplus, if any, to Debtor, its successors and assigns, or to 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 Secured Party Collateral Agent at the time of, or received by Secured Party Collateral Agent after, the occurrence of an Event of Default) shall be paid to and applied as follows: (i) First, to the payment of 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 Secured PartyCollateral Agent; (ii) Second, to the payment to Secured Party each Purchaser of the amount then owing or unpaid on the such Purchaser’s Note, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Note, then its Pro Rata Share of the amount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal); (iii) Third, to the payment of other amounts then payable to Secured Party each Purchaser under any of the transaction documents (as defined in the Note and hereinafter, the “Transaction Documents”), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Documents, then its Pro Rata Share of the amount remaining to be distributed; and (iv) Fourth, to the payment of the surplus, if any, to the Debtor, its successors and assigns, or to whosoever 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 Secured Party Lender at the time of, or received by Secured Party Lender after, the occurrence of an Event of DefaultDefault hereunder) shall be paid to and applied as follows: (ia) First, to the payment of 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 Secured PartyLender; (iib) Second, to the payment to Secured Party Lender of the amount then owing or unpaid on ------ the Note, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such the Note, then first, to the amount unpaid ----- interest thereon, second, to unpaid principal thereof and third to the remaining ------ ----- balance of the Obligations under the Note; such application to be distributed (to be applied first to accrued interest made upon presentation of the Note, and second to outstanding principal)the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid; (iiic) Third, to the payment of other amounts then payable to Secured Party Lender under ----- any of the transaction documents (as defined in the Note and hereinafter, the “Transaction Operative 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 (ivd) Fourth, to the payment of the surplus, if any, to DebtorBorrower, its ------ successors and assigns, or to whosoever 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 Secured Party Lender at the time of, of or received by Secured Party Lender, after, the occurrence of an Event of DefaultDefault hereunder) shall be paid to and applied as follows: (ia) 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 Secured PartyLender, including without limitation, Lender's Expenses; (iib) Second, to the payment to Secured Party Lender of the amount then owing or unpaid on the NoteLoans for Scheduled Payments, any other accrued and unpaid interest, the Loan Value of the Loans, and in case all other Obligations with respect to all Loans (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Notethe Loans, then to the amount remaining unpaid interest thereon, then to be distributed (to be applied first to accrued interest the Loan Value of the Loans, and second to outstanding principal); (iii) Third, then to the payment of other amounts then payable to Secured Party Lender under any of the transaction documents (as defined in the Note and hereinafter, the “Transaction Loan 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 (ivc) FourthThird, to the payment of the surplus, if any, to DebtorBorrower, its successors and assigns, or to 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 Secured Party Collateral Agent at the time of, or received by Secured Party Collateral Agent after, the occurrence of an Event of Default) shall be paid to and applied as follows: (i) First, to the payment of 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 Secured PartyCollateral Agent; (ii) Second, to the payment to Secured Party each Investor of the amount then interest due, owing or unpaid on the such Investor’s Note, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Note, then its Pro Rata Share of the amount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal)distributed; (iii) Third, to the payment of other amounts then payable to Secured Party under any each Investor of the transaction documents (as defined in the Note and hereinafterprincipal amount due, the “Transaction Documents”)owing or unpaid on such Investor’s Note, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Note, then its Pro Rata Share of the amount remaining to be distributed; (iv) Fourth, to the payment of other amounts payable to Collateral Agent and each Investor under any of the Transaction Documents, and in case such proceeds shall be insufficient to pay in full the whole amount due, owing or unpaid under such Transaction Documents, then the amount remaining to be distributeddistributed shall be distributed pro rata in accordance with such other amounts payable; and (ivv) FourthFifth, to the payment of the surplus, if any, to DebtorCompany, its successors and assigns, or to whosoever 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 Secured Party Lender at the time of, or received by Secured Party Lender after, the occurrence of an Event of DefaultDefault hereunder) shall be paid to and applied as follows: (ia) First, to the payment of reasonable costs and expenses, including all reasonable amounts reasonably expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper and reasonable fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ ' fees, incurred or made hereunder by Secured PartyLender; (iib) Second, to the payment to Secured Party Lender of the amount then owing or unpaid on the Note, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such the Note, then first, to the amount unpaid interest thereon, second, to unpaid principal thereof and third to the remaining balance of the Obligations under the Note; such application to be distributed (to be applied first to accrued interest made upon presentation of the Note, and second to outstanding principal)the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid; (iiic) Third, to the payment of other amounts then payable to Secured Party Lender under any of the transaction documents (as defined in the Note and hereinafter, the “Transaction Operative 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 (ivd) Fourth, to the payment of the surplus, if any, to DebtorBorrower, its successors and assigns, or to whosoever 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 Secured Party Collateral Agent at the time of, or received by Secured Party Collateral Agent after, the occurrence of an Event of Default) shall be paid to and applied as follows: (i) First, to the payment of 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 Secured PartyCollateral Agent; (ii) Second, to the payment to Secured Party each Purchaser of the amount then owing or unpaid on the such Purchaser’s Note, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Note, then its Pro Rata Share (as defined below) of the amount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal); (iii) Third, to the payment of other amounts then payable to Secured Party each Purchaser under any of the transaction documents (as defined in the Note and hereinafter, the “Transaction Financing Documents”), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Financing Documents, then its Pro Rata Share of the amount remaining to be distributed; and (iv) Fourth, to the payment of the surplus, if any, to DebtorCompany, its successors and assigns, or to whosoever 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 Secured Party Lender at the time of, of or received by Secured Party Lender, after, the occurrence of an Event of DefaultDefault hereunder) shall be paid to and applied as follows: (ia) 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 Secured PartyLender, including without limitation, Lender's Expenses; (iib) Second, to the payment to Secured Party Lender of the amount then owing or unpaid on the NoteLoans for Scheduled Payments, any accrued and unpaid interest, the Loan Value of the Loans, and in case all other Obligations with respect to all Loans, provided, however, that if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Notethe Loans, then to the amount remaining unpaid interest thereon, then to be distributed (to be applied first to accrued interest the Loan Value of the Loans, and second to outstanding principal); (iii) Third, then to the payment of other amounts then payable to Secured Party Lender under any of the transaction documents (as defined in the Note and hereinafter, the “Transaction Loan 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 (ivc) FourthThird, to the payment of the surplus, if any, to DebtorBorrower, its successors and assigns, or to whosoever 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 Secured Party Lender at the time of, or received by Secured Party Lender after, the occurrence of an Event of DefaultDefault hereunder) shall be paid to and applied as follows: (ia) FirstFIRST, to the payment of 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 Secured PartyLender; (iib) SecondSECOND, to the payment to Secured Party Lender of the amount then owing or unpaid on the NoteNotes, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Notethe Notes, then FIRST, to the amount unpaid interest thereon, SECOND, to unpaid principal thereof and third to the remaining balance of the Obligations under the Notes; such application to be distributed (to be applied first to accrued interest made upon presentation of the Notes, and second to outstanding principal)the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid; (iiic) ThirdTHIRD, to the payment of other amounts then payable to Secured Party Lender under any of the transaction documents (as defined in the Note and hereinafter, the “Transaction Operative 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 (ivd) FourthFOURTH, to the payment of the surplus, if any, to DebtorBorrower, its successors and assigns, or to whosoever 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 Secured Party Lenders at the time of, or received by Secured Party Lenders after, the occurrence of an Event of DefaultDefault hereunder) shall be paid to and applied as follows: (ia) First, to the payment of 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 Secured PartyLenders; (iib) Second, to the payment to Secured Party Lenders of the amount then owing or unpaid on ------ the NoteNotes, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Notethe Notes, then first, to the amount unpaid ----- interest thereon, second, to unpaid principal thereof and third to the remaining ------ ----- balance of the Obligations under the Notes; such application to be distributed (to be applied first to accrued interest made upon presentation of the Notes, and second to outstanding principal)the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid; (iiic) Third, to the payment of other amounts then payable to Secured Party Lenders under ----- any of the transaction documents (as defined in the Note and hereinafter, the “Transaction Operative 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 (ivd) Fourth, to the payment of the surplus, if any, to DebtorBorrower, its ------ successors and assigns, or to whosoever 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 Secured Party Lenders at the time of, or received by Secured Party Lenders after, the occurrence of an Event of DefaultDefault hereunder) shall be paid to and applied as follows: (ia) First, to the payment of 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 Secured PartyLenders; (iib) Second, to the payment to Secured Party Lenders of the amount then owing or unpaid ------ on the Note, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such the Note, then first, to the amount unpaid ----- interest thereon, second, to unpaid principal thereof and third to the remaining ------ ----- balance of the Obligations under the Note; such application to be distributed (to be applied first to accrued interest made upon presentation of the Note, and second to outstanding principal)the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid; (iiic) Third, to the payment of other amounts then payable to Secured Party Lenders under ----- any of the transaction documents (as defined in the Note and hereinafter, the “Transaction Operative 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 (ivd) Fourth, to the payment of the surplus, if any, to DebtorBorrower, its ------ successors and assigns, or to whosoever 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 Secured Party Lender at the time of, or received by Secured Party Lender after, the occurrence of an Event of DefaultDefault hereunder) shall be paid to and applied as follows: (ia) First, to the payment of 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 Secured PartyLender; (iib) Second, to the payment to Secured Party Lender of the amount then owing or unpaid ------ on the Note, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such the Note, then first, to the amount unpaid interest thereon, second, to unpaid principal thereof and third to the remaining ----- balance of the Obligations under the Note; such application to be distributed (to be applied first to accrued interest made upon presentation of the Note, and second to outstanding principal)the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid; (iiic) Third, to the payment of other amounts then payable to Secured Party Lender under ----- any of the transaction documents (as defined in the Note and hereinafter, the “Transaction Operative 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 (ivd) Fourth, to the payment of the surplus, if any, to DebtorBorrower, its ------ successors and assigns, or to whosoever 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 Secured Party Collateral Agent at the time of, or received by Secured Party Collateral Agent after, the occurrence of an Event of Default) shall be paid to and applied as follows: (i) First, to the payment of 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 Secured PartyCollateral Agent; (ii) Second, to the payment to Secured Party each Purchaser of the amount then owing or unpaid on the such Purchaser’s Note, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Note, then its Pro Rata Share (as defined below) of the amount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal); (iii) Third, to the payment of other amounts then payable to Secured Party each Purchaser under any of the transaction documents (as defined in the Note and hereinafter, the “Transaction Loan Documents”), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Loan Documents, then its Pro Rata Share (as defined below) of the amount remaining to be distributed; and (iv) Fourth, to the payment of the surplus, if any, to DebtorCompany, its successors and assigns, or to whosoever 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 Secured Party at the time of, or received by Secured Party after, the occurrence of an Event of Default) shall be paid to and applied as follows: (i) First, to the payment of 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 Secured Party; (ii) Second, to the payment to Secured Party of the amount then owing or unpaid on the Note, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Note, then the amount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal); (iii) Third, to the payment of other amounts then payable to Secured Party under any of the transaction documents (as defined in the Note and hereinafter, the “"Transaction Documents”"), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Documents, then the amount remaining to be distributed; and (iv) Fourth, to the payment of the surplus, if any, to Debtor, its successors and assigns, or to 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 Secured Party Lenders at the time of, or received by Secured Party Lenders after, the occurrence of an Event of DefaultDefault hereunder) shall be paid to and applied as follows: (ia) First, to the payment of 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 Secured PartyLenders; (iib) Second, to the payment to Secured Party Lenders of the amount then owing or ------ unpaid on the NoteNotes, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Notethe Notes, then first, to the amount ----- unpaid interest thereon, second, to unpaid principal thereof and third to the ------ ----- remaining balance of the Obligations under the Notes; such application to be distributed (to be applied first to accrued interest made upon presentation of the Notes, and second to outstanding principal)the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid; (iiic) Third, to the payment of other amounts then payable to Secured Party Lenders ----- under any of the transaction documents (as defined in the Note and hereinafter, the “Transaction Operative 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 (ivd) Fourth, to the payment of the surplus, if any, to DebtorBorrower, its ------ successors and assigns, or to whosoever 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 Secured Party Collateral Agent at the time of, or received by Secured Party Collateral Agent after, the occurrence of an Event of Default) shall be paid to and applied as follows: (ia) First, to the payment of 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 Secured PartyCollateral Agent; (iib) Second, to the payment to Secured Party each Investor of the amount then owing or unpaid on the such Investor’s Note, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Note, then its Pro Rata Share of the amount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal); (iiic) Third, to the payment of other amounts then payable to Secured Party each Investor under any of the transaction documents (as defined in the Note and hereinafterthis Agreement, the “Transaction Documents”)Notes or any related agreement, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Documentsunpaid, then its Pro Rata Share of the amount remaining to be distributed; and (ivd) Fourth, to the payment of the surplus, if any, to DebtorIssuer, its successors and assigns, or to whosoever 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 Secured Party Lender at the time of, or received by Secured Party Lender after, the occurrence of an Event of DefaultDefault hereunder) shall be paid to and applied as follows: (ia) First, to the payment of 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 Secured Party; Lender; (iib) Second, to the payment to Secured Party Lender of the amount then owing or unpaid on the Note, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such the Note, then first, to the amount remaining unpaid interest thereon, and second, to unpaid principal thereof; such application to be distributed made upon presentation of the Note, and the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid; (to be applied first to accrued interest and second to outstanding principal); (iiic) Third, to the payment of other amounts then payable to Secured Party Lender under any of the transaction documents Operative Documents; and (as defined in the Note and hereinafter, the “Transaction Documents”), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Documents, then the amount remaining to be distributed; and (ivd) Fourth, to the payment of the surplus, if any, to DebtorBorrower, its it successors and assigns, or to whosoever 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 Secured Party Lender at the time of, or received by Secured Party Lender after, the occurrence of an Event of DefaultDefault hereunder) shall be paid to and applied as follows: (ia) First, to the payment of 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 Secured Party; Lender; (iib) Second, to the payment to Secured Party Lender of the amount then owing or unpaid on the Note, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such the Note, then first, to the amount remaining unpaid interest thereon, and second, to unpaid principal thereof; such application to be distributed made upon presentation of the Note, and the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid; (to be applied first to accrued interest and second to outstanding principal); (iiic) Third, to the payment of other amounts then payable to Secured Party Lender under any of the transaction documents Operative Documents; and (as defined in the Note and hereinafter, the “Transaction Documents”), and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under such Transaction Documents, then the amount remaining to be distributed; and (ivd) Fourth, to the payment of the surplus, if any, to DebtorBorrower, its it successors and assigns, or to whosoever 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 Secured Party Lender at the time of, of or received by Secured Party Lender, after, the occurrence of an Event of DefaultDefault hereunder) shall be paid to and applied as follows: (ia) 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 Secured PartyLender, including without limitation, Lender’s Expenses; (iib) Second, to the payment to Secured Party Lender of the amount then owing or unpaid on the NoteLoans for Scheduled Payments, any accrued and unpaid interest, the Stipulated Loan Value of the applicable Loan Amount, and in case all other Obligations with respect to all Loans, provided, however, that if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Notethe Loans, then to the amount remaining unpaid interest thereon, then to be distributed (unpaid principal thereof, then to be applied first the Stipulated Loan Value of the Loan Amount with respect to accrued interest all Loans, and second to outstanding principal); (iii) Third, then to the payment of other amounts then payable to Secured Party Lender under any of the transaction documents (as defined in the Note and hereinafter, the “Transaction Loan 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 (ivc) FourthThird, to the payment of the surplus, if any, to DebtorBorrower, its successors and assigns, or to whosoever 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 Secured Party Agent, on behalf of Lenders, at the time of, of or received by Secured Party Agent, on behalf of Lenders, after, the occurrence of an Event of DefaultDefault hereunder) shall be paid to and applied applied, without duplication, as follows: (ia) 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 Secured PartyAgent or any Lender, including without limitation, Agent's Expenses and Lenders' Expenses; (iib) Second, to the payment to Secured Party Lenders of the amount then owing or unpaid on the NoteLoans for Scheduled Payments, any accrued and unpaid interest, the Loan Value of the Loans, and in case all other Obligations with respect to all Loans; provided that if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Notethe Loans, then to the amount remaining unpaid interest thereon, then to be distributed (to be applied first to accrued interest the Loan Value of the Loans, and second to outstanding principal); (iii) Third, then to the payment of other amounts then payable to Secured Party Lenders under any of the transaction documents (as defined in the Note and hereinafter, the “Transaction Loan 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 (ivc) FourthThird, to the payment of the surplus, if any, to DebtorBorrower, its successors and or assigns, or to whosoever 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 Secured Party Lender at the time of, off or received by Secured Party Lender after, the occurrence of an Event of DefaultDefault hereunder) shall be paid to and applied as follows: (ia) FirstFIRST, 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 Secured Party;Lender, (iib) SecondSECOND, to the payment to Secured Party Lender of the amount then owing or unpaid on the NoteAdvances for Scheduled Payments, the unpaid principal amount of the Advances, and all other Obligations with respect to all Advances, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Notethe Advances, then to the unpaid interest thereon, then to the unpaid principal amount remaining to be distributed (to be applied first to accrued interest of the Advances, and second to outstanding principal); (iii) Third, then to the payment of other amounts then payable to Secured Party Lender under any of the transaction documents (as defined in the Note and hereinafter, the “Transaction Loan 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 (ivc) Fourth, THIRD to the payment of the surplus, if any, to DebtorBorrower, its successors and assigns, or to whosoever whomsoever may be lawfully entitled to receive the same.