Common use of Application of Payments During an Event of Default Clause in Contracts

Application of Payments During an Event of Default. With respect to each Term Loan Investment Pool, if an Event of Default has occurred and is continuing, the Administrative Agent will instruct the Loan Account Bank, on each Settlement Date, to transfer all Collections which are attributable to such Term Loan Investment Pool existing as at the end of the related Collection Period held by the Loan Account Bank in the Loan Account, in the following amounts and priority in accordance with the related Monthly Servicing Report: (i) to the Servicer, the Servicing Fees related to such Investment Pool accrued and unpaid as of the last day of the related Collection Period, if any; (ii) on a pari passu basis: 1. to the Backup Servicer, the Backup Servicing Fees accrued and unpaid as of the last day of the related Collection Period, if any, multiplied by the related Investment Pool Ratio; 2. to the Collection Account Bank, accrued and unpaid fees due to the Collection Account Bank in respect of the Collection Account with respect to which the Administrative Agent has received an invoice from the Collection Account Bank, multiplied by the related Investment Pool Ratio; and 3. to the Loan Account Bank, accrued and unpaid fees due to the Loan Account Bank in respect of the Loan Account with respect to which the Administrative Agent has received an invoice from the Loan Account Bank, multiplied by the related Investment Pool Ratio; (iii) to the Administrative Agent, for the ratable benefit of the Lenders, to pay any accrued and unpaid interest, fees and expenses or other amounts owing to the Administrative Agent, the Collateral Agent or any Lender pursuant to this Agreement (other than on account of principal), any other Credit Document or any Related Agreement related to such Investment Pool; provided that if any such amounts cannot be allocated on an Investment Pool basis, then the amounts so payable shall be payable pro rata based on the related Investment Pool Ratio; (iv) to the Administrative Agent, for the ratable benefit of the Lenders, the amount, if any, necessary to reduce the Investment Pool Amount of such Investment Pool to nil; (v) to the Administrative Agent, for the ratable benefit of the Lenders, the amount, if any, necessary to reduce the Investment Pool Amount of any other Investment Pool to nil, on a pro rata basis; (vi) to the Servicer, the Additional Deferred Servicing Fees related to such Investment Pool accrued and unpaid as of the last day of the related Collection Period, if any; and (vii) to the Borrower, or as it may otherwise direct, any remaining amounts.

Application of Payments During an Event of Default. With Each of the Borrowers hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that the Administrative Agent may apply all payments in respect of any Obligation and all proceeds of Collateral to each Term Loan Investment Poolthe Obligations in accordance with this Section 2.12 or as otherwise directed by the Administrative Agent and all Lenders. Without limiting the foregoing, if an Event of Default has occurred and is continuing, the Administrative Agent will instruct may, and, upon the Loan Account Bank, on each Settlement Date, to transfer all Collections which are attributable to such Term Loan Investment Pool existing as at the end direction of the related Collection Period held by Required Lenders, or upon the Loan Account Bank acceleration of any Obligation pursuant to Section 9.2, the Administrative Agent shall, apply all payments in the Loan Account, in the following amounts respect of any Obligation and priority in accordance with the related Monthly Servicing Report: all proceeds of Collateral (i) first, to the Servicer, the Servicing Fees related to such Investment Pool accrued and unpaid as of the last day of the related Collection Period, if any; (ii) on a pari passu basis: 1. to the Backup Servicer, the Backup Servicing Fees accrued and unpaid as of the last day of the related Collection Period, if any, multiplied by the related Investment Pool Ratio; 2. to the Collection Account Bank, accrued and unpaid fees due to the Collection Account Bank pay Obligations in respect of the Collection Account with respect to which the Administrative Agent has received an invoice from the Collection Account Bankany cost or expense reimbursements, multiplied by the related Investment Pool Ratio; and 3. to the Loan Account Bank, accrued and unpaid fees or indemnities then due to the Loan Account Bank in respect of the Loan Account with respect to which the Administrative Agent has received an invoice from the Loan Account Bank, multiplied by the related Investment Pool Ratio; (iii) to the Administrative Agent, for the ratable benefit (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders, (iii) third, to pay any accrued interest then due and unpaid interestpayable in respect of the Loans, fees (iv) fourth, to repay the outstanding principal amounts of the Loans and expenses or other amounts owing (v) fifth, to the Administrative Agentratable payment of all other Obligations. If sufficient amounts are not available to repay all outstanding Obligations described in any priority level set forth in this Section 2.12(a), the Collateral Agent or any Lender pursuant to this Agreement (other than on account of principal)available amounts shall be applied, any other Credit Document or any Related Agreement related unless otherwise expressly specified herein, to such Investment Pool; provided that if any such amounts cannot be allocated on an Investment Pool basis, then Obligations in the amounts so payable shall be payable pro rata applicable priority level ratably based on the related Investment Pool Ratio; (iv) to the Administrative Agent, for the ratable benefit proportion of the LendersSecured Parties’ interest in such Obligations. Any priority level set forth in this Section 2.12 that includes interest shall include all such interest, whether or not accruing after the amount, if any, necessary to reduce the Investment Pool Amount of such Investment Pool to nil; (v) to the Administrative Agent, for the ratable benefit of the Lenders, the amount, if any, necessary to reduce the Investment Pool Amount filing of any other Investment Pool to nilpetition in bankruptcy or the commencement of any insolvency, on reorganization or similar proceeding, and whether or not a pro rata basis; (vi) to the Servicer, the Additional Deferred Servicing Fees related to claim for post-filing or post-petition interest is allowed in any such Investment Pool accrued and unpaid as of the last day of the related Collection Period, if any; and (vii) to the Borrower, or as it may otherwise direct, any remaining amountsproceeding.

Application of Payments During an Event of Default. With respect Each Loan Party hereby irrevocably waives, and agrees to cause each Term Loan Investment PoolParty to waive, if the right to direct the application during the continuance of an Event of Default has occurred of any and is continuingall payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, Administrative Agent will instruct may, and, upon (1) the Loan Account Bankdirection of the Required Lenders or (2) the termination of any Revolving Credit Commitment or the acceleration of any Obligation pursuant to Section 9.2, on each Settlement Dateshall apply all payments in respect of any Obligation and all proceeds of Collateral first, to transfer all Collections which are attributable pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to such Term Loan Investment Pool existing as at the end Administrative Agent, second, to pay Obligations in respect of the related Collection Period held by the Loan Account Bank in the Loan Accountany cost or expense reimbursements, in the following amounts and priority in accordance with the related Monthly Servicing Report: (i) to the Servicer, the Servicing Fees related to such Investment Pool accrued and unpaid as of the last day of the related Collection Period, if any; (ii) on a pari passu basis: 1. to the Backup Servicer, the Backup Servicing Fees accrued and unpaid as of the last day of the related Collection Period, if any, multiplied by the related Investment Pool Ratio; 2. to the Collection Account Bank, accrued and unpaid fees or indemnities then due to the Collection Account Bank Revolving Credit Lenders (in their capacity as Lenders) and the L/C Issuers, third, to pay interest then due and payable in respect of the Collection Account Swing Loans, the Revolving Loans, and the L/C Reimbursement Obligations, fourth, to repay the outstanding principal amounts of the Swing Loans to the extent not reimbursed by Lenders or deemed to be Revolving Loans, fifth, to repay the outstanding principal amounts of the Revolving Loans —Tranche A (in amounts to be allocated between the Revolving Loans — Tranche A-1 and Revolving Loans — Tranche A-2 as designated by Administrative Agent in its sole discretion) and the L/C Reimbursement Obligations and to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.3, and to pay amounts owing with respect to which Secured Hedge Agreements (but paid only to the extent and up to the amount of reserves against the Borrowing Base that have been established for “potential future exposure” as calculated by Administrative Agent has received an invoice from in its sole credit judgment) sixth, to repay the Collection Account Bankoutstanding principal amounts of the Revolving Loans — FILO Tranche, multiplied by the related Investment Pool Ratio; and 3. and seventh, to the Loan Account Bankratable payment of all other Obligations, accrued and unpaid fees due including Cash Management Obligations; provided, that, notwithstanding anything to the contrary set forth above, in no event shall the proceeds of any Collateral owned, or any Guarantee Obligations provided, by any Loan Account Bank in respect of the Party under any Loan Account Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to which the Administrative Agent has received an invoice from the such Loan Account Bank, multiplied by the related Investment Pool Ratio; (iii) to the Administrative Agent, for the ratable benefit of the Lenders, to pay any accrued and unpaid interest, fees and expenses or other amounts owing to the Administrative Agent, the Collateral Agent or any Lender pursuant to this Agreement (other than on account of principal), any other Credit Document or any Related Agreement related to such Investment Pool; provided that if any such amounts cannot be allocated on an Investment Pool basis, then the amounts so payable shall be payable pro rata based on the related Investment Pool Ratio; (iv) to the Administrative Agent, for the ratable benefit of the Lenders, the amount, if any, necessary to reduce the Investment Pool Amount of such Investment Pool to nil; (v) to the Administrative Agent, for the ratable benefit of the Lenders, the amount, if any, necessary to reduce the Investment Pool Amount of any other Investment Pool to nil, on a pro rata basis; (vi) to the Servicer, the Additional Deferred Servicing Fees related to such Investment Pool accrued and unpaid as of the last day of the related Collection Period, if any; and (vii) to the Borrower, or as it may otherwise direct, any remaining amountsParty.