Common use of Application After Default Clause in Contracts

Application After Default. Anything contained herein to the contrary notwithstanding, but in any event subject to Section 3.4 hereof, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders upon the occurrence and during the continuation of an Event of Default shall be remitted to the Administrative Agent and distributed as follows: (i) first, to the payment of any outstanding and reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, and in protecting, preserving or enforcing rights under this Agreement or any of the other Loan Documents, and in any event including all costs and expenses of a character which the Borrowers have agreed to pay under Section 13.4 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent); (ii) second, to the payment of any outstanding interest or other fees or amounts due under this Agreement or any of the other Loan Documents other than for principal, pro rata as among the Administrative Agent and the Lenders in accord with the amount of such interest and other fees or amounts owing each; (iii) third, to the payment of the principal of the Notes and any liabilities in respect of unpaid drawings under the outstanding Letters of Credit, pro rata as among the Lenders in accord with the then respective unpaid principal balances of the Notes and the then unpaid liabilities in respect of unpaid drawings under the Letters of Credit; (iv) fourth, to the Administrative Agent for the cash collateralization of the entire amount undrawn on the outstanding Letters of Credit, with amounts to be so remitted on account of such undrawn Letters of Credit until the Administrative Agent is holding an amount of cash equal to the then outstanding undrawn amount of all such Letters of Credit; (v) fifth, to the Administrative Agent and the Lenders pro rata in accord with the amounts of any other indebtedness, obligations or liabilities of the Borrowers owing to them (other than the Hedging Liability) which bear interest and are secured by the Collateral Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; (vi) sixth, to the Administrative Agent and the Lenders pro rata in accord with the amounts of any Hedging Liability owing to them unless and until all such Hedging Liability has been fully paid and satisfied; and (vii) seventh, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Administrative Agent or any Lender) or to whoever the Administrative Agent reasonably determines to be lawfully entitled thereto. In the event that such payments and collections are insufficient to pay the entire amount of Obligations described in any one clause above, then such payments and collections shall be applied to the payment of the Obligations so described in such order of application as between the different items of such Obligations as the Lenders shall elect, pro rata as among the Lenders in accord with the amounts of such items owing to them. In the event that the amount of any Hedging Liability is not fixed and determined at the time proceeds of Collateral are received which are to be allocated thereto, the proceeds of Collateral so allocated shall be held by the Administrative Agent as collateral security until such Hedging Liability is fixed and determined and then the same shall (if and when, and to the extent that, payment of such Hedging Liability is required by the terms of the relevant Hedging Arrangements) be applied to the Hedging Liability, with any surplus applied to the Notes and Letter of Credit liabilities and with other Collateral applications to be reallocated among the Lenders to cover any deficiency which would not have existed had the exact amount of the Hedging Liability been known at the time Collateral proceeds were originally distributed.

Application After Default. Anything contained herein to the contrary notwithstanding, but in any event subject to Section 3.4 hereof, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders upon after the occurrence and during the continuation of an Event of Default shall be remitted to the Administrative Agent and distributed as follows: (i) first, to the payment of any outstanding and reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, and in protecting, preserving or enforcing rights under this Agreement or any of the other Loan Documents, and in any event payable by the Borrower under this Agreement, including all costs and expenses of a character which the Borrowers have agreed to pay without limitation under Section 13.4 hereof 12.15 (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent); (ii) second, to the payment of any outstanding interest or other fees or amounts due under this Agreement or indemnifiable costs and expenses incurred by any of the other Loan Documents other than for principal, pro rata as among the Administrative Agent Lenders and the Lenders in accord with the amount of such interest and other fees or amounts owing eachreimburseable pursuant to Section 12.15; (iii) third, to the payment of the principal of the Notes and any liabilities in respect of unpaid drawings outstanding interest or fees due under the outstanding Letters of Credit, Loan Documents to be allocated pro rata as among the Lenders in accord accordance with the then respective aggregate unpaid principal balances of the Notes and the then unpaid liabilities in respect of unpaid drawings under the Letters of Creditamounts owing to each holder thereof; (iv) fourth, to the Administrative Agent for the cash collateralization payment of the entire amount undrawn principal on the outstanding Letters of CreditRevolving Notes, unpaid Reimbursement Obligations, together with amounts to be so remitted on account of such undrawn Letters of Credit held by the Administrative Agent as collateral security for any outstanding L/C Obligations pursuant to Section 9.4 hereof (until the Administrative Agent is holding an amount of cash equal to 105% of the then outstanding undrawn amount of all such Letters of CreditL/C Obligations), the aggregate amount paid to, or held as collateral security for, the Lenders to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; (v) fifth, to the Administrative Agent payment of all other unpaid Obligations (including without limitation Hedging Liability and the Lenders pro rata in accord with the amounts of any Funds Transfer and Deposit Account Liability) and all other indebtedness, obligations or obligations, and liabilities of the Borrowers owing to them (other than the Hedging Liability) which bear interest and are Designated Companies secured by the Collateral Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied;to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (vi) sixthfinally, to the Administrative Agent and the Lenders pro rata in accord with the amounts of any Hedging Liability owing to them unless and until all such Hedging Liability has been fully paid and satisfied; and (vii) seventh, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Administrative Agent or any Lender) or to whoever whomever the Administrative Agent reasonably determines to be lawfully entitled thereto. In the event that such payments and collections are insufficient to pay the entire amount of Obligations described in any one clause above, then such payments and collections shall be applied to the payment of the Obligations so described in such order of application as between the different items of such Obligations as the Lenders shall elect, pro rata as among the Lenders in accord with the amounts of such items owing to them. In the event that the amount of any Hedging Liability is not fixed and determined at the time proceeds of Collateral are received which are to be allocated thereto, the proceeds of Collateral so allocated shall be held by the Administrative Agent as collateral security until such Hedging Liability is fixed and determined and then the same shall (if and when, and to the extent that, payment of such Hedging Liability is required by the terms of the relevant Hedging Arrangements) be applied to the Hedging Liability, with any surplus applied to the Notes and Letter of Credit liabilities and with other Collateral applications to be reallocated among the Lenders to cover any deficiency which would not have existed had the exact amount of the Hedging Liability been known at the time Collateral proceeds were originally distributed.

Application After Default. Anything contained herein to the contrary notwithstanding, but in any event subject to Section 3.4 hereof, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders upon after the occurrence and during the continuation of an Event of Default shall be remitted to the Administrative Agent and distributed as follows: (i) first, to the payment of any outstanding and reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, and in protecting, preserving or enforcing rights under this Agreement or any of the other Loan Documents, and in any event including all costs and expenses of a character which the Borrowers have Company has agreed to pay under Section 13.4 12.4 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent); (ii) second, to the payment of any outstanding interest or other fees or amounts due under this Agreement or any of the other Loan Documents other than for principal, pro rata as among the Administrative Agent and the Lenders in accord with the amount of such interest and other fees or amounts owing each; (iii) third, to the payment of the principal of the Notes and any liabilities in respect of unpaid drawings under the outstanding Letters of Credit, pro rata as among the Lenders in accord with the then respective unpaid principal balances of the Notes and the then unpaid liabilities in respect of unpaid drawings under the Letters of Credit; (iv) fourth, to the Administrative Agent and the Lenders pro rata in accord with the amounts of any other indebtedness, obligations or liabilities of the Company owing to them (other than the Hedging Liability) and secured by the Collateral 23 Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; (v) fifth, to the Administrative Agent for the cash collateralization of the entire amount undrawn on the outstanding Letters of Credit, with amounts to be so remitted on account of such undrawn Letters of Credit until the Administrative Agent is holding an amount of cash equal to the then outstanding undrawn amount of all such Letters of Credit; (v) fifth, to the Administrative Agent and the Lenders pro rata in accord with the amounts of any other indebtedness, obligations or liabilities of the Borrowers owing to them (other than the Hedging Liability) which bear interest and are secured by the Collateral Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied;; and (vi) sixth, to the Administrative Agent and the Lenders pro rata in accord with the amounts of any Hedging Liability owing to them unless and until all such Hedging Liability has been een fully paid and satisfied; and (vii) seventh, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Administrative Agent or any Lender) or to whoever the Administrative Agent reasonably determines to be lawfully entitled thereto. In Except as otherwise specifically provided for herein, the event Company hereby irrevocably waives the right to direct the application of payments and collections at any time received by the Administrative Agent or any of the Lenders from or on behalf of the Company, and the Company hereby irrevocably agrees that the Administrative Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections are insufficient to pay received at any time by the entire amount of Obligations described in Administrative Agent or any one clause above, then such payments and collections shall be applied to the payment of the Lenders against the Obligations so in the manner described in such order of application as between the different items of such Obligations as the Lenders shall elect, pro rata as among the Lenders in accord with the amounts of such items owing to themabove. In the event that the amount of any Hedging Liability is not fixed and determined at the time proceeds of Collateral are received which are to be allocated thereto, the proceeds of Collateral so allocated shall be held by the Administrative Agent as collateral security until such Hedging Liability is fixed and determined and then the same shall (if and when, and to the extent that, payment of such Hedging Liability is required by the terms of the relevant Hedging Arrangements) be applied to the Hedging Liability. The foregoing paragraph to the contrary notwithstanding, with any surplus if upon the occurrence of an Event of Default the percentages of the Revolving Credit Commitments in use are not identical (whichever of the Revolving Credit Commitments has the highest utilization being herein referred to as the "Overfunded Commitment" and whichever has the lower utilization being hereinafter referred to as the "Underfunded Commitment") (i) payments which pursuant to the foregoing paragraph are to be allocated to the principal of the Notes shall first be applied to the Revolving Credit Notes and Letter of Credit liabilities and with other Collateral applications to be reallocated among issued under the Lenders to cover any deficiency which would not have existed had Overfunded Commitment until the exact amount utilization percentages of the Hedging Liability been known Revolving Credit Commitments are identical and (ii) at the time Collateral proceeds were originally distributedrequest of either the 24 Administrative Agent or the Required Lenders (with the Required Lenders computed solely for this purpose as though the Administrative Agent had no Revolving Credit Commitment hereunder) the Lender or Lenders holding the Underfunded Commitment shall purchase from the Lender or Lenders holding the Overfunded Commitment participations in the overfunded Lenders' Loans (and Reimbursement Obligations, if applicable) in an amount such that after giving effect thereto, the percentages of the Revolving Credit Commitments in use are identical. All of the foregoing principles shall be applied as though the Revolving Credit Commitments had not terminated, whether or not such is in fact the case.

Application After Default. Anything contained herein or in any other Loan Document to the contrary notwithstanding, but in any event subject to Section 3.4 hereof, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders upon after the occurrence and during the continuation continuance of an Event of Default shall be remitted to the Administrative Agent and distributed as follows: (i) first, to the payment of any outstanding and reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, and in protecting, preserving or enforcing rights under this Agreement or any of the other Loan Documents, and in any event including all costs and expenses of a character which payable by the Borrowers have agreed to pay under this Agreement, including without limitation under Section 13.4 12.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent); (ii) second, to the payment of any outstanding interest or other fees or amounts due under this Agreement or any of the other Loan Documents other than for principal, to be allocated pro rata as among the Administrative Agent and the Lenders in accord accordance with the amount of such interest and other fees or aggregate unpaid amounts owing eachto each holder thereof; (iii) third, to the payment of the principal balance of the Notes and any liabilities in respect of unpaid drawings under the outstanding Letters of Credit, pro rata as among the Lenders in accord with the then respective unpaid principal balances of the Notes and the then unpaid liabilities in respect of unpaid drawings under the Letters of CreditSwingline Loans; (iv) fourth, to the Administrative Agent for the cash collateralization payment of the entire amount undrawn principal on the outstanding Letters of CreditRevolving Loans, unpaid Reimbursement Obligations, together with amounts to be so remitted on account of such undrawn Letters of Credit held by the Administrative Agent as collateral security for any outstanding L/C Obligations pursuant to Section 9.4 hereof (until the Administrative Agent is holding an amount of cash equal to 105% of the then outstanding undrawn amount of all such Letters L/C Obligations), amounts owing with respect to Hedging Liability, the aggregate amount paid to, or held as collateral security for, the Lenders (and their Affiliates, as applicable in the case of CreditHedging Liability) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; (v) fifth, to the Administrative Agent payment of all other unpaid Obligations (including without limitation Funds Transfer and the Lenders pro rata in accord with the amounts of any Deposit Account Liability) and all other indebtedness, obligations or obligations, and liabilities of the Borrowers owing to them (and any other than the Hedging Liability) which bear interest and are Credit Parties secured by the Collateral Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied;to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (vi) sixthfinally, to the Administrative Agent and the Lenders pro rata in accord with the amounts of any Hedging Liability owing to them unless and until all such Hedging Liability has been fully paid and satisfied; and (vii) seventh, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Administrative Agent or any Lender) or to whoever the Administrative Agent reasonably determines to be lawfully entitled thereto. In the event that such payments and collections are insufficient to pay the entire amount of Obligations described in any one clause above, then such payments and collections shall be applied to the payment of the Obligations so described in such order of application otherwise as between the different items of such Obligations as the Lenders shall elect, pro rata as among the Lenders in accord with the amounts of such items owing to them. In the event that the amount of any Hedging Liability is not fixed and determined at the time proceeds of Collateral are received which are to be allocated thereto, the proceeds of Collateral so allocated shall be held by the Administrative Agent as collateral security until such Hedging Liability is fixed and determined and then the same shall (if and when, and to the extent that, payment of such Hedging Liability is required by the terms of the relevant Hedging Arrangements) be applied to the Hedging Liability, with any surplus applied to the Notes and Letter of Credit liabilities and with other Collateral applications to be reallocated among the Lenders to cover any deficiency which would not have existed had the exact amount of the Hedging Liability been known at the time Collateral proceeds were originally distributedlaw or court order.

Application After Default. Anything contained herein or in any other Loan Document to the contrary notwithstanding, but in any event subject to Section 3.4 hereof, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders upon after the occurrence and during the continuation continuance of an Event of Default shall be remitted to the Administrative Agent and distributed as follows, subject to Section 1.6(g) hereof: (i) first, to the payment of any outstanding and reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, and in protecting, preserving or enforcing rights under this Agreement or any of the other Loan Documents, and in any event payable by the Borrower under this Agreement, including all costs and expenses of a character which the Borrowers have agreed to pay without limitation under Section 13.4 12.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent); (ii) second, to the payment of any outstanding interest or other fees or amounts due under this Agreement or any of the other Loan Documents other than for principal, to be allocated pro rata as among the Administrative Agent and the Lenders in accord accordance with the amount of such interest and other fees or aggregate unpaid amounts owing eachto each holder thereof; (iii) third, to the payment of principal on the principal of the Notes Swingline Loans and any liabilities in respect of unpaid drawings under the outstanding Letters of Credit, pro rata as among the Lenders in accord with the then respective unpaid principal balances of the Notes and the then unpaid liabilities in respect of unpaid drawings under the Letters of CreditAgent Loans; (iv) fourth, to the Administrative Agent for the cash collateralization payment of the entire amount undrawn principal on the outstanding Letters of CreditRevolving Loans, unpaid Reimbursement Obligations, together with amounts to be so remitted on account of such undrawn Letters of Credit held by the Administrative Agent as collateral security for any outstanding L/C Obligations pursuant to Section 9.4 hereof (until the Administrative Agent is holding an amount of cash equal to 105% of the then outstanding undrawn amount of all such Letters L/C Obligations), the aggregate amount paid to, or held as collateral security for, the Lenders to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof and the Hedging Liabilities of Creditwhich Administrative Agent has been previously informed by the Lender providing the products resulting in the Hedging Liabilities in accordance with Section 11.9 hereof; (v) fifth, to the Administrative Agent payment of all other unpaid Obligations (including without limitation Funds Transfer and the Lenders pro rata in accord with the amounts of any Deposit Account Liability) and all other indebtedness, obligations or obligations, and liabilities of the Borrowers owing to them (Borrower and any other than the Hedging Liability) which bear interest and are Loan Parties secured by the Collateral Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied;to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (vi) sixthfinally, to the Administrative Agent and the Lenders pro rata in accord with the amounts of any Hedging Liability owing to them unless and until all such Hedging Liability has been fully paid and satisfied; and (vii) seventh, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Administrative Agent or any Lender) or to whoever whomever the Administrative Agent reasonably determines to be lawfully entitled thereto. In the event that such payments and collections are insufficient to pay the entire amount of Obligations described in any one clause above, then such payments and collections shall be applied to the payment of the Obligations so described in such order of application as between the different items of such Obligations as the Lenders shall elect, pro rata as among the Lenders in accord with the amounts of such items owing to them. In the event that the amount of any Hedging Liability is not fixed and determined at the time proceeds of Collateral are received which are to be allocated thereto, the proceeds of Collateral so allocated shall be held by the Administrative Agent as collateral security until such Hedging Liability is fixed and determined and then the same shall (if and when, and to the extent that, payment of such Hedging Liability is required by the terms of the relevant Hedging Arrangements) be applied to the Hedging Liability, with any surplus applied to the Notes and Letter of Credit liabilities and with other Collateral applications to be reallocated among the Lenders to cover any deficiency which would not have existed had the exact amount of the Hedging Liability been known at the time Collateral proceeds were originally distributed.