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

Application of Payments after an Event of Default. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent (acting at the direction of the Majority Lenders) may direct the Facility Servicer not to apply the collections in accordance with this Section 2.08(c) and instead may instruct the Account Bank to transfer all Collections in the Collection Account to be applied, subject to the minimum balance requirement included in the Account Control Agreement, in the following order and priority: (i) first, to the Administrative Agent for the ratable distribution to the Administrative Agent and the Collateral Custodian in payment in full for all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters and Schedule XI; (ii) second, to the Facility Servicer in payment in full for all accrued fees, expenses and indemnities due and payable to Facility Servicer hereunder or under any other Transaction Document or under the Fee Letters; (iii) third, to the Administrative Agent for the ratable distribution to each Secured Party to pay any Obligations then due and payable to such Persons (other than with respect to interest or the repayment of Advances) under this Agreement and the other Transaction Documents, in payment in full for all such Obligations then due and payable to such Persons; (iv) fourth, to the Administrative Agent for distribution to each Lender to pay such Lender’s Pro Rata Share of accrued and unpaid interest owing to such Lender under this Agreement (including any such accrued and unpaid interest or fees from a prior period); (v) fifth, if (x) no Event of Default described in Section 6.01(a) or (b) has occurred and is continuing, (y) the Borrower has provided at least three Business Days’ notice to the Administrative Agent and Initial Lender of the amount of such distribution and (z) the Initial Lender has consented to such distribution, to the Borrower (to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the lesser of (a) an amount equal to the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and to avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its Affiliates) and (b) the amount by which Interest Collections exceed the required payments and distributions in clauses (c)(i) through (c)(iv) inclusive; (vi) sixth, to the Administrative Agent for the ratable distribution to each Lender, to repay such Lender’s Pro Rata Share of the Advances Outstanding, to pay such Advances Outstanding in full; and (vii) seventh, the balance, if any, after all Obligations have been paid in full as set forth above, to the Borrower or as otherwise required by Applicable Law.

Application of Payments after an Event of Default. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may (acting and at the direction of the Majority LendersLenders shall) may direct the Facility Servicer not to apply the collections in accordance with this Section 2.08(c) and instead may instruct the Account Bank to transfer all Collections in the applicable Collection Account and/or Expense Reserve Account, in accordance with the related Payment Date Report, to be applied, subject to the minimum balance requirement included in the Account Control Agreement, applied in the following order and priority:priority (and if the Administrative Agent elects not to apply the Collections in accordance with this Section 2.08(c), the provisions of Section 2.08(a) shall apply): (i) first, to the payment of Borrower’s reasonable and customary operating expenses in an aggregate amount not to exceed $150,000, Borrower Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; (ii) second, to the Administrative Agent for the ratable distribution to the Administrative Agent and Agent, the Collateral Custodian and the Account Bank, in payment in full for of all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters and Schedule XI; (ii) second, to the Facility Servicer in payment in full for all accrued fees, expenses and indemnities due and payable to Facility Servicer hereunder or under any other Transaction Document or under the Fee Letters; (iii) third, to the Administrative Agent for the ratable distribution to each Secured Party to pay any Obligations then due and payable to such Persons (other than with respect to interest or the repayment of Advances) under this Agreement and the other Transaction Documents, in payment in full for all such Obligations then due and payable to such Persons; (iv) fourth, to the Administrative Agent for distribution to each Lender Lender, to pay such Lender’s Pro Rata Share of accrued and unpaid interest owing to such Lender under this Agreement (including any such accrued and unpaid interest or fees from a prior period)Agreement; (v) fifth, if (x) no Event of Default described in Section 6.01(a) or (b) has occurred and is continuing, (y) the Borrower has provided at least three Business Days’ notice to the Administrative Agent and Initial Lender of the amount of such distribution and (z) the Initial Lender has consented to such distribution, to the Borrower (to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the lesser of (a) an amount equal to the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and to avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its Affiliates) and (b) the amount by which Interest Collections exceed the required payments and distributions in clauses (c)(i) through (c)(iv) inclusive; (vi) sixth, to the Administrative Agent for the ratable distribution to each Lender, to repay such Lender’s Pro Rata Share of the Advances Outstanding, to pay such Advances Outstanding until paid in full; and (viivi) seventhsixth, the balance, if any, after all Obligations have been paid in full as set forth aboveabove (other than contingent indemnification obligations and other obligations that survive the termination of this Agreement, in each case, not then due and owing), to the Borrower or as otherwise required by Applicable Law.

Application of Payments after an Event of Default. Notwithstanding anything herein Except as otherwise agreed to by all the contraryLenders in their sole discretion, any sum received by the Agent or the Lenders for application in respect of the Loan Indebtedness, any Cash Management Obligations and any Secured Swap Obligations at any time after (a) the Agent has declared all or any part of the outstanding Loans or the Loan Indebtedness hereunder payable pursuant to Section 11.2, (b) the Loan Indebtedness has become due and payable automatically pursuant to Section 11.2 upon the occurrence and during the continuance of an Event of DefaultDefault specified in Section 11.1(f), or (c) the Administrative occurrence of an Event of Default specified in Section 11.1(e), shall (except to the extent any such sums are received by a Lender in respect of a Secured Swap Obligation which is secured by a Permitted Lien other than the Security Documents) be applied by the Agent (acting at among the direction of Lenders and the Majority Lenders) may direct the Facility Servicer not to apply the collections Agent in accordance with this Section 2.08(c) amounts owed to the Lenders, the Cash Manager, the Swap Lenders and instead may instruct the Account Bank to transfer all Collections Agent in the Collection Account respect of each category of amounts set forth below, each such application to be applied, subject to the minimum balance requirement included in the Account Control Agreement, made in the following order and prioritywith the balance remaining after application in respect of each category to be applied to the next succeeding category: (ia) first, to the Administrative Agent for the ratable distribution to the Administrative Agent and the Collateral Custodian in or towards payment in full for all accrued fees, of any fees or expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters and Schedule XI; (ii) second, to the Facility Servicer in payment in full for all accrued fees, expenses and indemnities due and payable to Facility Servicer hereunder or under any other Transaction Document or under the Fee Letters; (iii) third, to the Administrative Agent for the ratable distribution to each Secured Party to pay any Obligations then due and payable to such Persons the Agent hereunder; (other than with respect to interest or b) rateably among the repayment of Advances) under this Agreement Lenders, the Cash Manager and the other Transaction DocumentsSwap Lenders in respect of amounts due and payable to the Lenders, the Cash Manager and the Swap Lenders as and by way of recoverable expenses hereunder, under any Cash Management Documents and under any Hedge Agreement to which any Swap Lender is a party; (c) rateably among the Lenders in payment in full for all such Obligations respect of amounts due and payable to the Lenders as and by way of any fees then due and payable to such Personsthe Lenders hereunder; (ivd) fourth, rateably among the Lenders in respect of amounts due and payable to the Administrative Agent for distribution Lenders by way of interest pursuant to each Lender Sections 3.1, 3.2 and 3.3, BA Stamping Fees pursuant to pay such Lender’s Pro Rata Share of accrued Section 3.4, LC Fees pursuant to Section 3.6, interest on overdue amounts pursuant to Section 3.8 and unpaid interest owing standby fees pursuant to such Lender under this Agreement (including any such accrued and unpaid interest or fees from a prior period)Section 3.5; (ve) fifth, if rateably among the Lenders in respect of any other amount (xother than Outstanding Principal) no Event of Default described not hereinbefore referred to in this Section 6.01(a) or (b) has occurred 6.3 which are then due and is continuing, (y) payable by the Borrower has provided at least three Business Days’ notice to the Administrative Agent and Initial Lender of the amount of such distribution and (z) the Initial Lender has consented to such distribution, to the Borrower (to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the lesser of (a) an amount equal to the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and to avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its Affiliates) and (b) the amount by which Interest Collections exceed the required payments and distributions in clauses (c)(i) through (c)(iv) inclusivehereunder; (vif) sixthrateably among the Lenders, the Cash Manager and the Swap Lenders in or towards repayment to the Administrative Agent for Lenders, the ratable distribution to each Lender, to repay such Lender’s Pro Rata Share Cash Manager and the Swap Lenders of the Advances OutstandingLoan Indebtedness then outstanding hereunder, the Cash Management Obligations then outstanding and the Secured Swap Obligations then outstanding, subject to pay such Advances Outstanding any adjustments required to be made in fullaccordance with the provisions of Section 14.4; and (viig) seventh, the balance, if any, after all Obligations have been paid in full as set forth above, any balance remaining to the Borrower or as otherwise required by Applicable Lawapplicable law. After the Agent has declared all or any part of the outstanding Loans or Loan Indebtedness hereunder payable as aforesaid or if the Loan Indebtedness has become due and payable automatically upon the occurrence of an Event of Default under Section 11.1(f), each Lender agrees that (i) it will at any time or from time to time thereafter at the request of the Agent as required by any Lender, purchase at par on a non-recourse basis a participation in the Aggregate Principal Amount owing to each of the other Lenders and make any other adjustments as are necessary or appropriate, in order that the Aggregate Principal Amounts owing to each of the Lenders, as adjusted pursuant to this Section 6.3, will be in the same proportion as each Lender’s Commitment was to the Total Commitment immediately prior to the Event of Default resulting in such declaration, and (ii) the amount of any repayment made by or on behalf of the Borrower and the Material Subsidiaries under the Loan Documents or any sum received by the Agent for repayment of Loan Indebtedness will be applied by the Agent in a manner such that to the extent possible the amount of the Aggregate Principal Amount owing to each Lender after giving effect to such application will be in the same proportion as each Lender’s Commitment was to the Total Commitment immediately prior to the Event of Default resulting in such declaration.

Application of Payments after an Event of Default. Notwithstanding anything herein Subject to the contraryIntercreditor Agreement, upon after the occurrence and during the continuance of an Event of DefaultDefault and while the same is continuing, the Administrative Agent (acting at the direction of the Majority Lenders) may direct the Facility Servicer not to apply the collections in accordance with this Section 2.08(c) and instead may instruct the Account Bank to transfer all Collections in the Collection Account to be appliedshall, subject to the minimum balance requirement included in the Account Control Agreement, in the following order and priority: (i) first, to the Administrative Agent for the ratable distribution to unless the Administrative Agent and the Collateral Custodian Lenders shall agree otherwise, apply all payments and prepayments in payment respect of any Obligations in full the following order: (1) to pay interest on and then principal of any portion of the Term Loans which the Administrative Agent may have advanced on behalf of any Lender for all accrued fees, expenses and indemnities due and payable to which the Administrative Agent has not then been reimbursed by such party hereunder Lender or under any other Transaction Document and under the Fee Letters and Schedule XIBorrowers; (ii2) secondto pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Facility Servicer in payment in full for all accrued fees, expenses and indemnities due and payable to Facility Servicer hereunder or under any other Transaction Document or under the Fee LettersAdministrative Agent; (iii3) third, to the Administrative Agent for the ratable distribution to each Secured Party ratably to pay Obligations in respect of any Obligations then due and payable to such Persons fees, expenses, reimbursements or indemnities (other than with respect to interest or the repayment of Advancesprincipal and interest) under this Agreement and the other Transaction Documents, in payment in full for all such Obligations then due and payable to such Personsthe Lenders; (iv4) fourthto the payment of interest on all Term Loans and any amounts due pursuant to Sections 10.4 and 10.5, to be allocated among the Administrative Agent for distribution to each Lender to pay such Lender’s Pro Rata Share Lenders pro rata based on the respective aggregate amounts of accrued and unpaid interest owing to such Lender under this Agreement (including any such accrued interest and unpaid interest or fees from a prior period); (v) fifth, if (x) no Event of Default described in Section 6.01(a) or (b) has occurred and is continuing, (y) the Borrower has provided at least three Business Days’ notice amounts owed to the Administrative Agent and Initial Lender of the amount of such distribution and (z) the Initial Lender has consented to such distribution, to the Borrower (to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the lesser of (a) an amount equal to the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and to avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its Affiliates) and (b) the amount by which Interest Collections exceed the required payments and distributions in clauses (c)(i) through (c)(iv) inclusive; (vi) sixth, to the Administrative Agent for the ratable distribution to each Lender, to repay such Lender’s Pro Rata Share of the Advances Outstanding, to pay such Advances Outstanding in fullthem; and (vii5) seventh, the balance, if any, after all Obligations have been paid in full as set forth above, to the Borrower or as otherwise required by Applicable Lawpayment of the outstanding principal amounts of all Term Loans and Obligations under Rate Hedging Obligations to be allocated among the Lenders, pro rata based on the respective outstanding principal amounts described in this clause (5) payable to them.

Application of Payments after an Event of Default. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may (acting and at the direction of the Majority LendersLenders shall) may direct the Facility Servicer not to apply the collections in accordance with this Section 2.08(c) and instead may instruct the Account Bank to transfer all Collections in the applicable Collection Account and/or Expense Reserve Account, in accordance with the related Payment Date Report, to be applied, subject to the minimum balance requirement included in the Account Control Agreement, applied in the following order and priority:priority (and if the Administrative Agent elects not to apply the Collections in accordance with this Section 2.08(c), the provisions of Section 2.08(a) shall apply): (i) first, to the Administrative Agent payment of Borrower's reasonable and customary operating expenses in an aggregate amount not to exceed $150,000, Borrower Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; (ii) second, for the ratable distribution to first, the Administrative Agent and Agent, the Collateral Custodian and the Account Bank, and then second, the Calculation Agent in payment in full for of all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters and Schedule XI; (ii) second, to the Facility Servicer in payment in full for all accrued fees, expenses and indemnities due and payable to Facility Servicer hereunder or under any other Transaction Document or under the Fee Letters; (iii) third, to the Administrative Agent for the ratable distribution to each Secured Party to pay any Obligations then due and payable to such Persons (other than with respect to interest or the repayment of Advances) under this Agreement and the other Transaction Documents, in payment in full for all such Obligations then due and payable to such Persons; (iv) fourth, to the Administrative Agent for distribution to each Lender Lender, to pay such Lender’s Xxxxxx's Pro Rata Share of accrued and unpaid interest owing to such Lender under this Agreement (including any such accrued and unpaid interest or fees from a prior period)Agreement; (v) fifth, if (x) no Event of Default described in Section 6.01(a) or (b) has occurred and is continuing, (y) the Borrower has provided at least three Business Days’ notice to the Administrative Agent and Initial Lender of the amount of such distribution and (z) the Initial Lender has consented to such distribution, to the Borrower (to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the lesser of (a) an amount equal to the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and to avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its Affiliates) and (b) the amount by which Interest Collections exceed the required payments and distributions in clauses (c)(i) through (c)(iv) inclusive; (vi) sixth, to the Administrative Agent for the ratable distribution to each Lender, to repay such Lender’s Xxxxxx's Pro Rata Share of the Advances Outstanding, to pay such Advances Outstanding until paid in full; and (viivi) seventhsixth, the balance, if any, after all Obligations have been paid in full as set forth aboveabove (other than contingent indemnification obligations and other obligations that survive the termination of this Agreement, in each case, not then due and owing), to the Borrower or as otherwise required by Applicable Law.

Application of Payments after an Event of Default. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may (acting and at the direction of the Majority LendersLenders shall) may direct the Facility Servicer not to apply the collections in accordance with this Section 2.08(c) and instead may instruct the Account Bank to transfer all Collections in the applicable Collection Account and/or Expense Reserve Account, in accordance with the related Payment Date Report, to be applied, subject to the minimum balance requirement included in the Account Control Agreement, applied in the following order and priority:priority (and if the Administrative Agent elects not to apply the Collections in accordance with this Section 2.08(c), the provisions of Section 2.08(a) shall apply): (i) i. first, to the payment of Borrower’s reasonable and customary operating expenses in an aggregate amount not to exceed $150,000, Borrower Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; ii. second, to the Administrative Agent for the ratable distribution to the Administrative Agent and Agent, the Collateral Custodian and the Account Bank, in payment in full for of all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters and Schedule XI; (ii) second, to the Facility Servicer in payment in full for all accrued fees, expenses and indemnities due and payable to Facility Servicer hereunder or under any other Transaction Document or under the Fee Letters; (iii) . third, to the Administrative Agent for the ratable distribution to each Secured Party to pay any Obligations then due and payable to such Persons (other than with respect to interest or the repayment of Advances) under this Agreement and the other Transaction Documents, in payment in full for all such Obligations then due and payable to such Persons; (iv) . fourth, to the Administrative Agent for distribution to each Lender Lender, to pay such Lender’s Pro Rata Share of accrued and unpaid interest owing to such Lender under this Agreement (including any such accrued and unpaid interest or fees from a prior period)Agreement; (v) v. fifth, if (x) no Event of Default described in Section 6.01(a) or (b) has occurred and is continuing, (y) the Borrower has provided at least three Business Days’ notice to the Administrative Agent and Initial Lender of the amount of such distribution and (z) the Initial Lender has consented to such distribution, to the Borrower (to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the lesser of (a) an amount equal to the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and to avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its Affiliates) and (b) the amount by which Interest Collections exceed the required payments and distributions in clauses (c)(i) through (c)(iv) inclusive; (vi) sixth, to the Administrative Agent for the ratable distribution to each Lender, to repay such Lender’s Pro Rata Share of the Advances Outstanding, to pay such Advances Outstanding until paid in full; and (vii) seventhvi. sixth, the balance, if any, after all Obligations have been paid in full as set forth aboveabove (other than contingent indemnification obligations and other obligations that survive the termination of this Agreement, in each case, not then due and owing), to the Borrower or as otherwise required by Applicable Law.

Application of Payments after an Event of Default. Notwithstanding anything herein The Borrower hereby irrevocably waives the right to the contrarydirect, upon after the occurrence and during the continuance of an Event of Default, the application of any and all payments in respect of the Obligations and any proceeds of Collateral, and agrees that the Administrative Agent may, and, upon either (acting at A) the written direction of the Majority LendersRequisite Lenders or (B) may direct the Facility Servicer not acceleration of the Obligations pursuant to Section 9.2 (Remedies), shall and (y) apply all payments in respect of any Obligations and all funds on deposit in any Cash Collateral Account (including all proceeds arising from a Reinvestment Event that are held in the collections Cash Collateral Account pending application of such proceeds as specified in accordance with this Section 2.08(ca Reinvestment Notice) and instead may instruct the Account Bank to transfer all Collections in the Collection Account to be applied, subject to the minimum balance requirement included in the Account Control Agreement, other proceeds of Collateral in the following order and priorityorder: (i) first, to the Administrative Agent for Pre-petition Credit Agreement Claims (until repaid in full) payable in the ratable distribution to order prescribed in the Administrative Agent and the Collateral Custodian in payment in full for all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters and Schedule XIPre-petition Credit Agreement; (ii) second, to pay interest on and then principal of any portion of the Facility Servicer in payment in full Revolving Loans that the Administrative Agent or any of its Affiliates may have advanced on behalf of any Lender for all accrued fees, expenses and indemnities due and payable to Facility Servicer hereunder which the Administrative Agent or under any other Transaction Document such Affiliate has not then been reimbursed by such Lender or under the Fee LettersBorrower; (iii) third, to the Administrative Agent for the ratable distribution to each Secured Party to pay interest on and then principal of any Obligations then due and payable to such Persons (other than with respect to interest or the repayment of Advances) under this Agreement and the other Transaction Documents, in payment in full for all such Obligations then due and payable to such PersonsSwing Loan; (iv) fourth, to pay any cash management fee or any Obligation due under any Hedging Contract with any Lender or any of its Affiliates that (x) the Administrative Agent is fully aware of at the time of entry into such cash management arrangement or Hedging Contract, as the case may be, and (y) for distribution to each Lender to pay which an appropriate amount has been reserved for by the Administrative Agent at or about such Lender’s Pro Rata Share of accrued and unpaid interest owing to time as the entry into such Lender under this Agreement (including any such accrued and unpaid interest cash management arrangement or fees from a prior period)Hedging Contract, as the case may be; (v) fifth, if (x) no Event to pay Obligations in respect of Default described in Section 6.01(a) any expense reimbursements or (b) has occurred and is continuing, (y) the Borrower has provided at least three Business Days’ notice to indemnities then due the Administrative Agent and Initial Lender or the Collateral Monitoring Agent or any of the amount of such distribution and (z) the Initial Lender has consented to such distribution, to the Borrower (to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the lesser of (a) an amount equal to the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and to avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its their respective Affiliates) and (b) the amount by which Interest Collections exceed the required payments and distributions in clauses (c)(i) through (c)(iv) inclusive; (vi) sixth, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent for Lenders and the ratable distribution to each Lender, to repay such Lender’s Pro Rata Share of the Advances Outstanding, to pay such Advances Outstanding in full; andIssuers; (vii) seventh, to pay Obligations in respect of any fees then due to the balanceAgents or any of their respective Affiliates, the Lenders and the Issuers; (viii) eighth, to pay interest then due and payable in respect of the Revolving Loans and Reimbursement Obligations; (with Revolving Loans and Reimbursement Obligations owing to Tranche A Lenders and Tranche B Lenders being treated pari passu) (ix) ninth, to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3 (Actions in Respect of Letters of Credit); (x) tenth, to pay or prepay principal of Revolving Loans payments on the Revolving Loans and Reimbursement Obligations (with Revolving Loans and Reimbursement Obligations owing to Tranche A Lenders and Tranche B Lenders being treated pari passu); and (xi) eleventh, to pay any other cash management fee or any Obligation due under any Hedging Contract with any Lender or any of its Affiliates for which no payment has been made in respect of clause (iv) hereinabove; provided, however, that, if anysufficient funds are not available to fund all payments to be made in respect of any Obligation described in any of clauses (i) through (xi) above, after all the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations have been paid ratably, based on the proportion of the applicable Agent's and each Lender's or Issuer's interest in full as the aggregate outstanding Obligations described in such clauses. The order of priority set forth abovein this clause (f) and the related provisions hereof are set forth solely to determine the rights and priorities of the Administrative Agent, the Swing Loan Lender, the Lenders, the Issuers and other Secured Parties as among themselves. The order of priority set forth in clauses (i) through (xi) hereinabove may at any time and from time to time be changed by the Borrower agreement of the Lenders without necessity of notice to or as otherwise required consent of or approval by Applicable Lawthe Borrower, any Secured Party which is not a Lender or Issuer or any other Person.

Application of Payments after an Event of Default. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, the Facility Servicer (unless the Administrative Agent (acting at the direction of the Majority Lenders) may direct directs the Facility Servicer not to apply the collections Collections in accordance with this Section 2.08(c2.08(d)) and instead may or the Administrative Agent shall, at the direction of the Majority Lenders, instruct the Account Bank to transfer all Collections in the Collection Account to be applied, subject to applied in accordance with the minimum balance requirement included in the Account Control Agreement, Payment Date Report for such Payment Date and in the following order and priority: (i) first, to the Administrative Agent for the ratable distribution (A) first, to the Administrative Agent and the Collateral Custodian ratably in payment in full of all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters or pursuant to Schedule VII and (B) thereafter, to the Facility Servicer in payment in full for all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Facility Servicing Fee Letters and Schedule XILetter; (ii) second, to the Facility Servicer in payment in full Administrative Agent for all the ratable distribution to each Secured Party to pay any other Obligations (other than the Advances Outstanding and accrued fees, expenses and indemnities unpaid interest thereon) that are then due and payable to Facility Servicer hereunder or such Secured Parties under any this Agreement and other Transaction Document or under the Fee LettersDocuments; (iii) third, to the Administrative Agent for the ratable distribution to each Secured Party to pay any Obligations then due and payable to such Persons (other than with respect to interest or the repayment of Advances) under this Agreement and the other Transaction DocumentsLender, in payment in full for all such Obligations then due and payable to such Persons; (iv) fourth, to the Administrative Agent for distribution to each Lender to pay such Lender’s Pro Rata Share of accrued and unpaid interest owing to such Lender under this Agreement (including any such accrued and unpaid interest or fees from a prior period)Agreement; (viv) fifthfourth, if (x) solely from Interest Collections and so long as no Event of Default described in Section 6.01(a), (e) or (bi) has occurred and is continuing, (y) the Borrower has provided at least three Business Days’ notice to the Administrative Agent and Initial Lender of the amount of such distribution and (z) the Initial Lender has consented to such distribution, to the Borrower (to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the lesser of (a) an amount equal to the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and to avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its Affiliates) and (b) the amount by which Interest Collections exceed the required payments and distributions in clauses (c)(i) through (c)(iv) inclusivePermitted REIT Distributions; (viv) sixthfifth, to the Administrative Agent for the ratable distribution to each Lender, to repay such Lender’s Pro Rata Share of the Advances Outstanding, to pay such Advances Outstanding until paid in full; and (viivi) seventhsixth, the balance, if any, after all Obligations have been indefeasibly paid in full as set forth aboveabove (other than contingent indemnification obligations and other obligations that survive the termination of this Agreement, in each case, not then due and owing), to the Borrower or as otherwise required by Applicable Law.

Application of Payments after an Event of Default. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may (acting and at the direction of the Majority LendersLenders shall) may direct the Facility Servicer not to apply the collections in accordance with this Section 2.08(c) and instead may instruct the Account Bank to transfer all Collections in the Collection Account as instructed by the Administrative Agent to be applied, subject to the minimum balance requirement included in the Account Control Agreement, applied in the following order and priority: (i) first, to the Administrative Agent for the ratable distribution to the Administrative Agent Agent, the Collateral Custodian, the Servicer and the Collateral Custodian Account Bank, in payment in full for of all accrued fees, indemnities and expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters and Schedule XILetters; (ii) second, to the Facility Servicer in payment in full for all accrued fees, expenses and indemnities due and payable to Facility Servicer hereunder or under any other Transaction Document or under the Fee Letters; (iii) third, to the Administrative Agent for the ratable distribution to each Secured Party to pay any Obligations then due and payable to such Persons (other than with respect to interest or the repayment of Advances) under this Agreement and the other Transaction Documents; (iii) third, in payment in full to the Administrative Agent for all distribution to each Lender, to pay such Obligations then due Xxxxxx’s Pro Rata Share of accrued and payable unpaid interest owing to such PersonsLender under this Agreement; (iv) fourth, to the Administrative Agent for distribution to each Lender to pay such Lender’s Pro Rata Share of accrued and unpaid interest owing to such Lender under this Agreement (including any such accrued and unpaid interest or fees from a prior period); (v) fifth, if (x) no Event of Default described in Section 6.01(a) or (b) has occurred and is continuing, (y) the Borrower has provided at least three Business Days’ notice to the Administrative Agent and Initial Lender of the amount of such distribution and (z) the Initial Lender has consented to such distribution, to the Borrower (to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the lesser of (a) an amount equal to the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and to avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its Affiliates) and (b) the amount by which Interest Collections exceed the required payments and distributions in clauses (c)(i) through (c)(iv) inclusive; (vi) sixth, to the Administrative Agent for the ratable distribution to each Lender, to repay such LenderXxxxxx’s Pro Rata Share of the Advances Outstanding, to pay such Advances Outstanding of all Term Loan Series until paid in full; and (viiv) seventhfifth, the balance, if any, after all Obligations obligations have been indefeasibly paid in full as set forth abovefull, to the Borrower or as otherwise required by Applicable Law. provided that, (i) once any such Event of Default is no longer continuing, this subsection (e) shall no longer apply and all funds on deposit in the Collection Account shall be applied in the order set forth in subsections (a) through (c) of this Section 2.05, as applicable, including payments due to the Equityholder and (ii) all payments made in accordance with this Section 2.05(e) shall be made across all Term Loan Series then outstanding on a ratable basis prior to a Lender receiving its Pro Rata Share. It is hereby understood and agreed that the Administrative Agent may deliver a Notice of Exclusive Control to the Account Bank after the occurrence and during the continuance of an Event of Default until such Event of Default is no longer continuing.

Application of Payments after an Event of Default. Notwithstanding anything herein Subject to the contraryIntercreditor Agreement, upon after the occurrence and during the continuance of an Event of DefaultDefault and while the same is continuing, the Administrative Agent (acting at the direction of the Majority Lenders) may direct the Facility Servicer not to apply the collections in accordance with this Section 2.08(c) and instead may instruct the Account Bank to transfer all Collections in the Collection Account to be appliedshall, subject to the minimum balance requirement included in the Account Control Agreement, in the following order and priority: (i) first, to the Administrative Agent for the ratable distribution to unless the Administrative Agent and the Collateral Custodian Lenders shall agree otherwise, apply all payments and prepayments in payment respect of any Obligations in full the following order: (1) to pay interest on and then principal of any portion of the Term Loans which the Administrative Agent may have advanced on behalf of any Lender for all accrued fees, expenses and indemnities due and payable to which the Administrative Agent has not then been reimbursed by such party hereunder Lender or under any other Transaction Document and under the Fee Letters and Schedule XIBorrowers; (ii2) secondto pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Facility Servicer in payment in full for all accrued fees, expenses and indemnities due and payable to Facility Servicer hereunder or under any other Transaction Document or under the Fee LettersAdministrative Agent; (iii3) third, to the Administrative Agent for the ratable distribution to each Secured Party ratably to pay Obligations in respect of any Obligations then due and payable to such Persons fees, expenses, reimbursements or indemnities (other than with respect to interest or the repayment of Advancesprincipal and interest) under this Agreement and the other Transaction Documents, in payment in full for all such Obligations then due and payable to such Personsthe Lenders; (iv4) fourthto the payment of interest on all Term Loans and any amounts due pursuant to Sections 10.4 and 10 .5, to be allocated among the Administrative Agent for distribution to each Lender to pay such Lender’s Pro Rata Share Lenders pro rata based on the respective aggregate amounts of accrued and unpaid interest owing to such Lender under this Agreement (including any such accrued interest and unpaid interest or fees from a prior period); (v) fifth, if (x) no Event of Default described in Section 6.01(a) or (b) has occurred and is continuing, (y) the Borrower has provided at least three Business Days’ notice amounts owed to the Administrative Agent and Initial Lender of the amount of such distribution and (z) the Initial Lender has consented to such distribution, to the Borrower (to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the lesser of (a) an amount equal to the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and to avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its Affiliates) and (b) the amount by which Interest Collections exceed the required payments and distributions in clauses (c)(i) through (c)(iv) inclusive; (vi) sixth, to the Administrative Agent for the ratable distribution to each Lender, to repay such Lender’s Pro Rata Share of the Advances Outstanding, to pay such Advances Outstanding in fullthem; and (vii5) seventh, the balance, if any, after all Obligations have been paid in full as set forth above, to the Borrower or as otherwise required by Applicable Lawpayment of the outstanding principal amounts of all Term Loans and Obligations under Rate Hedging Obligations to be allocated among the Lenders, pro rata based on the respective outstanding principal amounts described in this clause (5) payable to them.

Application of Payments after an Event of Default. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent (acting shall, at the direction of the Majority Lenders) may direct the Facility Servicer not to apply the collections in accordance with this Section 2.08(c) and instead may , instruct the Account Bank to transfer all Collections in the Collection Account to be applied, subject to applied in accordance with the minimum balance requirement included in the Account Control Agreement, Payment Date Report for such Payment Date in the following order and priority: (i) first, to the Administrative Agent for the ratable distribution to the Administrative Agent Agent, the Facility Servicer and the Collateral Custodian (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Person) in payment in full for of all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters and Schedule XILetters; (ii) second, to the Facility Servicer in payment in full for all accrued fees, expenses and indemnities due and payable to Facility Servicer hereunder or under any other Transaction Document or under the Fee Letters; (iii) third, to the Administrative Agent for the ratable distribution to each Secured Party (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Person) to pay any other Obligations (other than the Advances Outstanding and accrued and unpaid interest thereon) that are then due and payable to such Persons Secured Parties person (other than with respect to interest or the repayment of Advances) under this Agreement and the other Transaction Documents; (iii) third, in payment in full to the Administrative Agent for distribution to each Lender (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Person) to pay such Lender’s Pro Rata Share (for all such Obligations then due outstanding Term Loan Series) of accrued and payable unpaid interest owing to such PersonsLender under this Agreement; (iv) fourth, to the Administrative Agent for distribution to each Lender (or, if directed by the Administrative Agent, to pay such Lender’s Pro Rata Share of accrued and unpaid interest owing to such Lender under this Agreement (including any such accrued and unpaid interest or fees from a prior period); (v) fifth, if (x) no Event of Default described in Section 6.01(a) or (b) has occurred and is continuing, (y) the Borrower has provided at least three Business Days’ notice ratable amount directly to the Administrative Agent and Initial Lender of the amount of such distribution and (zapplicable Person) the Initial Lender has consented to such distribution, to the Borrower (to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the lesser of (a) an amount equal to the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and to avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its Affiliates) and (b) the amount by which Interest Collections exceed the required payments and distributions in clauses (c)(i) through (c)(iv) inclusive; (vi) sixth, to the Administrative Agent for the ratable distribution to each Lender, to repay such Lender’s Pro Rata Share (for all outstanding Term Loan Series) of the Advances Outstanding, to pay such Advances Outstanding for all Term Loan Series until paid in full; and (viiv) seventhfifth, the balance, if any, after all Obligations have been indefeasibly paid in full as set forth aboveabove (other than contingent indemnification obligations and other obligations that survive the termination of this Agreement, in each case, not then due and owing), to the Borrower or as otherwise required by Applicable Law.

Application of Payments after an Event of Default. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may (acting and at the direction of the Majority LendersLenders shall) may direct the Facility Servicer not to apply the collections in accordance with this Section 2.08(c) and instead may instruct the Account Bank to transfer all Collections in the Collection Account as instructed by the Administrative Agent to be applied, subject to the minimum balance requirement included in the Account Control Agreement, applied in the following order and priority: (i) first, to the Administrative Agent for the ratable distribution to the Administrative Agent Agent, the Collateral Custodian, the Servicer and the Collateral Custodian Account Bank, in payment in full for of all accrued fees, indemnities and expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters and Schedule XILetters; (ii) second, to the Facility Servicer in payment in full for all accrued fees, expenses and indemnities due and payable to Facility Servicer hereunder or under any other Transaction Document or under the Fee Letters; (iii) third, to the Administrative Agent for the ratable distribution to each Secured Party to pay any Obligations then due and payable to such Persons (other than with respect to interest or the repayment of Advances) under this Agreement and the other Transaction Documents, in payment in full for all such Obligations then due and payable to such Persons; (iviii) fourththird, to the Administrative Agent for distribution to each Lender Lender, to pay such Lender’s Pro Rata Share of accrued and unpaid interest owing to such Lender under this Agreement (including any such accrued and unpaid interest or fees from a prior period)Agreement; (viv) fifth, if (x) no Event of Default described in Section 6.01(a) or (b) has occurred and is continuing, (y) the Borrower has provided at least three Business Days’ notice to the Administrative Agent and Initial Lender of the amount of such distribution and (z) the Initial Lender has consented to such distribution, to the Borrower (to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the lesser of (a) an amount equal to the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and to avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its Affiliates) and (b) the amount by which Interest Collections exceed the required payments and distributions in clauses (c)(i) through (c)(iv) inclusive; (vi) sixthfourth, to the Administrative Agent for the ratable distribution to each Lender, to repay such Lender’s Pro Rata Share of the Advances Outstanding, to pay such Advances Outstanding of all Term Loan Series until paid in full; and (viiv) seventhfifth, the balance, if any, after all Obligations obligations have been indefeasibly paid in full as set forth abovefull, to the Borrower or as otherwise required by Applicable Law. provided that, (i) once any such Event of Default is no longer continuing, this subsection (e) shall no longer apply and all funds on deposit in the Collection Account shall be applied in the order set forth in subsections (a) through (c) of this Section 2.05, as applicable, including payments due to the Equityholder and (ii) all payments made in accordance with this Section 2.05(e) shall be made across all Term Loan Series then outstanding on a ratable basis prior to a Lender receiving its Pro Rata Share. It is hereby understood and agreed that the Administrative Agent may deliver a Notice of Exclusive Control to the Account Bank after the occurrence and during the continuance of an Event of Default until such Event of Default is no longer continuing.

Application of Payments after an Event of Default. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent (acting at the direction of the Majority Lenders) may direct the Facility Servicer not to apply the collections in accordance with this Section 2.08(c) and instead may instruct the Account Bank to transfer all Collections in the Collection Account to be applied, subject to the minimum balance requirement included in the Account Control Agreement, in the following order and priority: (i) first, to the Administrative Agent for the ratable distribution to the Administrative Agent and the Collateral Custodian in payment in full for all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters and Schedule XI; (ii) second, to the Facility Servicer in payment in full for all accrued fees, expenses and indemnities due and payable to Facility Servicer hereunder or under any other Transaction Document or under the Fee Letters; (iii) third, to the Administrative Agent for the ratable distribution to each Secured Party to pay any Obligations then due and payable to such Persons (other than with respect to interest or the repayment of Advances) under this Agreement and the other Transaction Documents, in payment in full for all such Obligations then due and payable to such Persons; (iv) fourth, to the Administrative Agent for distribution to each Lender to pay such LenderXxxxxx’s Pro Rata Share of accrued and unpaid interest owing to such Lender under this Agreement (including any such accrued and unpaid interest or fees from a prior period); (v) fifth, if (x) no Event of Default described in Section 6.01(a) or (b) has occurred and is continuing, (y) the Borrower has provided at least three Business Days’ notice to the Administrative Agent and Initial Lender of the amount of such distribution and (z) the Initial Lender has consented to such distribution, to the Borrower (to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the lesser of (a) an amount equal to the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and to avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its Affiliates) and (b) the amount by which Interest Collections exceed the required payments and distributions in clauses (c)(i) through (c)(iv) inclusive; (vi) sixth, to the Administrative Agent for the ratable distribution to each Lender, to repay such LenderXxxxxx’s Pro Rata Share of the Advances Outstanding, to pay such Advances Outstanding in full; and (vii) seventh, the balance, if any, after all Obligations have been paid in full as set forth above, to the Borrower or as otherwise required by Applicable Law.

Application of Payments after an Event of Default. Notwithstanding anything herein Except as otherwise agreed to by all the contraryLenders in their sole discretion, upon any sum received by the Agent or the Lenders for application in respect of the Loan Indebtedness, any Cash Management Obligations and any Secured Swap Obligations at any time after the Agent has declared all or any part of the outstanding Loans or the Loan Indebtedness hereunder payable pursuant to Section 11.2 or the occurrence and during the continuance of an Event of DefaultDefault specified in Section 11.1(e), shall (except to the Administrative extent any such sums are received by a Lender in respect of a Secured Swap Obligation which is secured by a Permitted Lien other than the Security Documents) be applied by the Agent (acting at among the direction of Lenders and the Majority Lenders) may direct the Facility Servicer not to apply the collections Agent in accordance with this Section 2.08(c) amounts owed to the Lenders, the Cash Manager, the Swap Lenders and instead may instruct the Account Bank to transfer all Collections Agent in the Collection Account respect of each category of amounts set forth below, each such application to be applied, subject to the minimum balance requirement included in the Account Control Agreement, made in the following order and prioritywith the balance remaining after application in respect of each category to be applied to the next succeeding category: (ia) first, to the Administrative Agent for the ratable distribution to the Administrative Agent and the Collateral Custodian in or towards payment in full for all accrued fees, of any fees or expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters and Schedule XI; (ii) second, to the Facility Servicer in payment in full for all accrued fees, expenses and indemnities due and payable to Facility Servicer hereunder or under any other Transaction Document or under the Fee Letters; (iii) third, to the Administrative Agent for the ratable distribution to each Secured Party to pay any Obligations then due and payable to such Persons the Agent hereunder; (other than with respect to interest or b) rateably among the repayment of Advances) under this Agreement Lenders, the Cash Manager and the other Transaction DocumentsSwap Lenders in respect of amounts due and payable to the Lenders, the Cash Manager and the Swap Lenders as and by way of recoverable expenses hereunder, under any Cash Management Documents and under any Hedge Agreement to which any Swap Lender is a party; (c) rateably among the Lenders in payment in full for all such Obligations respect of amounts due and payable to the Lenders as and by way of any fees then due and payable to such Personsthe Lenders hereunder; (ivd) fourth, rateably among the Lenders in respect of amounts due and payable to the Administrative Agent for distribution Lenders by way of interest pursuant to each Lender Sections 3.1, 3.2 and 3.3, BA Stamping Fees pursuant to pay such Lender’s Pro Rata Share of accrued Section 3.4, LC Fees pursuant to Section 3.6, interest on overdue amounts pursuant to Section 3.8 and unpaid interest owing standby fees pursuant to such Lender under this Agreement (including any such accrued and unpaid interest or fees from a prior period)Section 3.5; (ve) fifth, if rateably among the Lenders in respect of any other amount (xother than Outstanding Principal) no Event of Default described not hereinbefore referred to in this Section 6.01(a) or (b) has occurred 6.3 which are then due and is continuing, (y) payable by the Borrower has provided at least three Business Days’ notice to the Administrative Agent and Initial Lender of the amount of such distribution and (z) the Initial Lender has consented to such distribution, to the Borrower (to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the lesser of (a) an amount equal to the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and to avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its Affiliates) and (b) the amount by which Interest Collections exceed the required payments and distributions in clauses (c)(i) through (c)(iv) inclusivehereunder; (vif) sixthrateably among the Lenders, the Cash Manager and the Swap Lenders in or towards repayment to the Administrative Agent for Lenders, the ratable distribution to each Lender, to repay such Lender’s Pro Rata Share Cash Manager and the Swap Lenders of the Advances OutstandingLoan Indebtedness then outstanding hereunder, the Cash Management Obligations then outstanding and the Secured Swap Obligations then outstanding, subject to pay such Advances Outstanding any adjustments required to be made in fullaccordance with the provisions of Section 14.4; and (viig) seventh, the balance, if any, after all Obligations have been paid in full as set forth above, any balance remaining to the Borrower or as otherwise required by Applicable Lawapplicable law. After the Agent has declared all or any part of the outstanding Loans or Loan Indebtedness hereunder payable as aforesaid, each Lender agrees that (i) it will at any time or from time to time thereafter at the request of the Agent as required by any Lender, purchase at par on a non-recourse basis a participation in the Aggregate Principal Amount owing to each of the other Lenders and make any other adjustments as are necessary or appropriate, in order that the Aggregate Principal Amounts owing to each of the Lenders, as adjusted pursuant to this Section 6.3, will be in the same proportion as each Lender’s Commitment was to the Total Commitment immediately prior to the Event of Default resulting in such declaration, and (ii) the amount of any repayment made by or on behalf of the Borrower and the Material Subsidiaries under the Loan Documents or any sum received by the Agent for repayment of Loan Indebtedness will be applied by the Agent in a manner such that to the extent possible the amount of the Aggregate Principal Amount owing to each Lender after giving effect to such application will be in the same proportion as each Lender’s Commitment was to the Total Commitment immediately prior to the Event of Default resulting in such declaration.

Application of Payments after an Event of Default. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may (acting and at the direction of the Majority LendersLenders shall) may direct the Facility Servicer not to apply the collections in accordance with this Section 2.08(c) and instead may instruct the Account Bank to transfer all Collections in the Collection Account as instructed by the Administrative Agent to be applied, subject to the minimum balance requirement included in the Account Control Agreement, applied in the following order and priority: (i) first, to the Administrative Agent for the ratable distribution to the Administrative Agent Agent, the Collateral Custodian, the Servicer and the Collateral Custodian Account Bank, in payment in full for of all accrued fees, indemnities and expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters and Schedule XILetters; (ii) second, to the Facility Servicer in payment in full for all accrued fees, expenses and indemnities due and payable to Facility Servicer hereunder or under any other Transaction Document or under the Fee Letters; (iii) third, to the Administrative Agent for the ratable distribution to each Secured Party to pay any Obligations then due and payable to such Persons (other than with respect to interest or the repayment of Advances) under this Agreement and the other Transaction Documents; (iii) third, in payment in full to the Administrative Agent for all distribution to each Lender, to pay such Obligations then due Xxxxxx's Pro Rata Share of accrued and payable unpaid interest owing to such PersonsLender under this Agreement; (iv) fourth, to the Administrative Agent for distribution to each Lender to pay such Lender’s Pro Rata Share of accrued and unpaid interest owing to such Lender under this Agreement (including any such accrued and unpaid interest or fees from a prior period); (v) fifth, if (x) no Event of Default described in Section 6.01(a) or (b) has occurred and is continuing, (y) the Borrower has provided at least three Business Days’ notice to the Administrative Agent and Initial Lender of the amount of such distribution and (z) the Initial Lender has consented to such distribution, to the Borrower (to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the lesser of (a) an amount equal to the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and to avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its Affiliates) and (b) the amount by which Interest Collections exceed the required payments and distributions in clauses (c)(i) through (c)(iv) inclusive; (vi) sixth, to the Administrative Agent for the ratable distribution to each Lender, to repay such Lender’s Xxxxxx's Pro Rata Share of the Advances Outstanding, to pay such Advances Outstanding of all Term Loan Series until paid in full; and (viiv) seventhfifth, the balance, if any, after all Obligations obligations have been indefeasibly paid in full as set forth abovefull, to the Borrower or as otherwise required by Applicable Law. provided that, (i) once any such Event of Default is no longer continuing, this subsection (e) shall no longer apply and all funds on deposit in the Collection Account shall be applied in the order set forth in subsections (a) through (c) of this Section 2.05, as applicable, including payments due to the Equityholder and (ii) all payments made in accordance with this Section 2.05(e) shall be made across all Term Loan Series then outstanding on a ratable basis prior to a Lender receiving its Pro Rata Share. It is hereby understood and agreed that the Administrative Agent may deliver a Notice of Exclusive Control to the Account Bank after the occurrence and during the continuance of an Event of Default until such Event of Default is no longer continuing.

Application of Payments after an Event of Default. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent (acting at the direction of the Majority Lenders) may direct the Facility Servicer not to apply the collections Collections in accordance with this Section 2.08(c2.08(a) and instead may instruct the account bank maintaining the Collection Account Bank to transfer all Collections in the Collection Account to be applied, subject to the minimum balance requirement included in the Account Control Agreement, in the following order and priority: (i) first, to the Underlying Servicer for payment of Underlying Servicer Fees then due and owing by the Portfolio Asset Servicer to the Underlying Servicer that are attributable solely to the servicing of the Collateral Portfolio; (ii) second, to the Administrative Agent for the ratable distribution to the Administrative Agent and the Collateral Custodian in payment in full for all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters and Schedule XIV; (iiiii) secondthird, to the Facility Servicer in payment in full for all accrued fees, expenses and indemnities due and payable to Facility Servicer hereunder or under any other Transaction Document or under the Fee Letters;; 47 (iiiiv) thirdfourth, to the Administrative Agent for the ratable distribution to each Secured Party to pay any Obligations (for all outstanding Term Loan Series) then due and payable to such Persons (other than with respect to interest or the repayment of Advances) under this Agreement and the other Transaction Documents, in payment in full for all such Obligations then due and payable to such Persons; (ivv) fourthfifth, to the Administrative Agent for distribution to each Lender to pay such LenderXxxxxx’s Pro Rata Share (for all outstanding Term Loan Series) of accrued and unpaid interest owing to such Lender under this Agreement (including any such accrued and unpaid interest or fees from a prior period); (vvi) fifthsixth, if (x) no Event of Default described in Section 6.01(a) or (b) has occurred and is continuing, (y) the Borrower has provided at least three Business Days’ notice to the Administrative Agent and Initial Lender of the amount of such distribution and (z) the Initial Lender has consented to such distribution, to the Borrower (to make a Restricted Junior Payment to Holdings or for Holdings to make a Restricted Junior Payment to its member or members), an amount equal to the lesser of (a) an amount equal to the minimum amount necessary for the Sponsor to maintain its status as a real estate investment trust for U.S. federal income tax purposes and to avoid income and excise tax under Section 857 and 4981 of the Code (after giving effect to any other available funds of the Sponsor and its Affiliates) and (b) the amount by which Interest Collections exceed the required payments and distributions in clauses (c)(ic)(ii) through (c)(ivc)(v) inclusive; (vivii) sixthseventh, to the Administrative Agent for the ratable distribution to each Lender, to repay such LenderXxxxxx’s Pro Rata Share of the Advances OutstandingOutstanding (for all outstanding Term Loan Series), to pay such Advances Outstanding in full; and (viiviii) seventheighth, the balance, if any, after all Obligations have been paid in full as set forth above, to the Borrower or as otherwise required by Applicable Law.