Common use of Applications of Proceeds Clause in Contracts

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses, costs and due compensation of the Agent in connection with the Agent’s performance hereunder in connection with the transactions contemplated hereunder (including, without limitation, any taxes, fees and other costs incurred in connection therewith and any reasonable attorneys’ fees and expenses incurred by the Agent), and then to satisfaction of the Obligations pro rata among the Secured Parties (based on then-outstanding principal amounts of Notes at the time of any such determination), and then to the payment of any other amounts required by applicable law, after which the Secured Parties shall pay to the Company any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Agent and the Secured Parties are legally entitled, the Company will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Agent or the Secured Parties to collect such deficiency. To the extent permitted by applicable law, the Company waives all claims, damages and demands against the Secured Parties and the Agent arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder or made pursuant to Section 8 hereof, or, during the continuance of any Event of Default, from payments made on account of any insurance policy insuring any portion of the Collateral Collateral, shall be applied first, to the expensesreasonable and documented out-of-expenses of retaking, costs holding, storing, processing and due compensation of preparing for sale, selling, and the Agent in connection with the Agent’s performance hereunder in connection with the transactions contemplated hereunder like (including, without limitation, any taxes, fees and other costs incurred in connection therewith and any therewith) of the Collateral, to the reasonable attorneys’ fees and expenses incurred by the Agent)Agent in enforcing the Secured Parties’ rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations pro rata among the Secured Parties (based on then-outstanding principal amounts of Notes at the time of any such determination), and then to the 138358.00102/7092084v.4 payment of any other amounts required by applicable law, after which the Secured Parties shall pay to the Company any surplus proceeds. If, upon the such sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Agent and the Secured Parties are legally entitled, the Company will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Agent or the Secured Parties to collect such deficiency. To the extent permitted by applicable law, the Company waives all claims, damages and demands against the Secured Parties and the Agent arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses, costs and due compensation of the Agent in connection with the Agent’s performance hereunder in connection with the transactions contemplated hereunder (including, without limitation, any taxes, fees and other costs incurred in connection therewith and any reasonable attorneys’ fees and expenses incurred by the Agent), and then to satisfaction of the Obligations pro rata among the Secured Parties (based on then-outstanding principal amounts of Notes Debentures at the time of any such determination), and then to the payment of any other amounts required by applicable law, after which the Secured Parties shall pay to the Company any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Agent and the Secured Parties are legally entitled, the Company will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Agent or the Secured Parties to collect such deficiency. To the extent permitted by applicable law, the Company waives all claims, damages and demands against the Secured Parties and the Agent arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Parties as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.

Applications of Proceeds. The proceeds of any such sale, lease lease, license ------------------------- or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied (i) first, to the expensesexpenses of retaking, costs holding, storing, processing and due compensation of preparing for sale, selling, and the Agent in connection with the Agent’s performance hereunder in connection with the transactions contemplated hereunder like (including, without limitation, any taxes, fees and other costs incurred in connection therewith and any therewith) of the Collateral, (ii) to the reasonable attorneys’ ' fees and expenses incurred by the Agent)Agent and/or Secured Parties in enforcing its rights hereunder and in connection with collecting, storing and then disposing of the Collateral, (iii) to satisfaction of the Obligations pro rata among the Secured Parties (based on then-outstanding principal amounts of Notes at the time of any such determination)Obligations, and then (iv) to the payment of any other amounts required by applicable law, after which the Secured Parties shall pay to the Company Debtors any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Agent and the Secured Parties are legally entitled, the Company Debtors will be liable for the deficiency, together with interest thereon, at the rate of 1812% per annum or the lesser amount permitted by applicable law (the “Default Rate”"DEFAULT RATE"), and the reasonable fees of any attorneys employed by the Agent or the and/or Secured Parties to collect such deficiency. To the extent permitted by applicable law, the Company each Debtor waives all claims, damages and demands against the Secured Parties and the Agent arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Agent and/or Secured Parties as determined by a final judgment (not subject to further appeal) of a court of competent jurisdictionParties.