Common use of Application of Payments After Event of Default Clause in Contracts

Application of Payments After Event of Default. After the occurrence and during the continuance of an Event of Default under any of clauses (a) (including any failure to pay all amounts hereunder upon acceleration as a result of any other Event of Default), (f) or (g) of Section 7.1, the Agent shall apply all payments in respect of any Obligations (including amounts received by the Collateral Agent upon the exercise of remedies under the Collateral Documents) in the following order: (i) first, to pay Obligations in respect of any expenses, fees, indemnities or other sums owing hereunder then due to the Agent, the Collateral Agent and the Loan Administrator, on a pro rata basis; (ii) second, to pay Obligations in respect of any expenses, fees, indemnities or other sums owing hereunder not referred to in clauses (iii) through (v) below then due to the Board, the Lenders and the Counter-Guarantors, on a pro rata basis; (iii) third, to pay on a pro rata basis (A) interest then due and payable in respect of the Loan to the Lenders, provided that so long as the Board Guaranty is in effect, to the extent that any amounts received by the Agent constitute interest accrued on any overdue principal or interest on Tranche A in accordance with Section 2.6(c), such amounts shall be distributed to the Board under this clause (iii) as if it were a Lender and (B) in the event that any fees payable to the Board, the Counter-Guarantors and the Initial Lender, under Section 2.7(c), (d), (e) and (h) were not paid when due thereunder, the portion of such unpaid fees which is equal to the amount which such Person would have been then entitled to receive if the fee payable under Section 2.7(c), (d), (e) and (h) (as applicable) were payable daily in arrears (instead of quarterly or annually in advance, as the case may be) (including interest accrued thereon through the date of payment in accordance with Section 2.7(k), on a pro rata basis (it being understood that following the Board's honoring of a demand for payment in accordance with the Board Guaranty and until the Board is reimbursed for the amount of all payments thereunder, all amounts paid in respect of Tranche A shall be distributed to the Board and amounts paid in respect of Tranche B shall be distributed to the Tranche B Lenders, all on a pro rata basis); (iv) fourth, to pay or prepay principal payments on the Loan to the Lenders, on a pro rata basis (it being understood that following the Board's honoring of a demand for payment in accordance with the Board Guaranty and until the Board is reimbursed for the amount of all payments thereunder, amounts paid in respect of Tranche A shall be distributed to the Board and amounts paid in respect of Tranche B shall be distributed to the Tranche B Lenders, in each case on a pro rata basis); and (v) fifth, to pay any fees due and payable under Section 2.7(c), (d), (e) and (h) hereof to the Board, the Counter-Guarantors and the Initial Lender, as the case may be, on a pro rata basis (including interest accrued thereon through the date of payment in accordance with Section 2.7(k) and not otherwise paid pursuant to clause (iii) above.

Application of Payments After Event of Default. After the occurrence and during the continuance of an Event of Default under any of clauses (a) (including any failure to pay all amounts hereunder upon acceleration as a result of any other Event of Default), (f) or (g) of Section 7.1, the Agent shall apply all payments in respect of any Obligations (including amounts received by the Collateral Agent upon the exercise of remedies under the Collateral Documents) in the following order: (i) first, to pay Obligations in respect of any expenses, fees, indemnities or other sums owing hereunder then due to the Agent, the Collateral Agent and the Loan Administrator, on a pro rata basis; (ii) second, to pay Obligations in respect of any expenses, fees, indemnities or other sums owing hereunder not referred to in clauses (iii) through (v) below then due to the Board, the Lenders Govco Administrative Agent and the Counter-GuarantorsLenders, on a pro rata basis; (iii) third, to pay on a pro rata basis (A) interest then due and payable in respect of the Loan to the Lenders, provided that so long as the Board Guaranty is in effect, to the extent that any amounts received by the Agent constitute interest accrued on any overdue principal or interest on Tranche A in accordance with Section 2.6(c), such amounts shall be distributed to the Board under this clause (iii) as if it were a Lender and (B) in the event that any fees payable to the Board, the Counter-Guarantors and the Initial Lender, Board under Section 2.7(c), (d), (e) and (h) were not paid when due thereunderunder Section 2.7(c), the portion of such unpaid fees which is equal to the amount which such Person the Board would have been then entitled to receive if the fee payable under Section 2.7(c), (d), (e) and (h) (as applicable) were payable daily in arrears (instead of quarterly or annually in advance, as the case may be) (including interest accrued thereon through the date of payment in accordance with Section 2.7(k2.7(i)), on a pro rata basis (it being understood that following the Board's honoring of a demand for payment in accordance with the Board Guaranty and until the Board is reimbursed for the amount of all payments thereunder, all amounts paid in respect of Tranche A shall be distributed to the Board and amounts paid in respect of Tranche B shall be distributed to the Tranche B Lenders, all on a pro rata basis); (iv) fourth, to pay or prepay principal payments on the Loan to the Lenders, on a pro rata basis (it being understood that following the Board's honoring of a demand for payment in accordance with the Board Guaranty and until the Board is reimbursed for the amount of all payments thereunder, amounts paid in respect of Tranche A shall be distributed to the Board and amounts paid in respect of Tranche B shall be distributed to the Tranche B Lenders, in each case on a pro rata basis); and (v) fifth, to pay any fees due and payable under Section 2.7(c), (d), (e) and (h) hereof to the Board, the Counter-Guarantors Board under and the Initial Lender, as the case may be, on a pro rata basis in accordance with Section 2.7(c) (including interest accrued thereon through the date of payment in accordance with Section 2.7(k2.7(i)) and not otherwise paid pursuant to clause (iii) above.

Application of Payments After Event of Default. After Upon the occurrence and during the continuance continuation of an Event of Default under any of clauses (a) (including any failure to pay all amounts hereunder Default, if requested by Requisite Lenders, or upon acceleration as a result of any other Event of Default)the Obligations pursuant to Section 8, (f) or (g) of Section 7.1, the Agent shall apply all payments in respect of any Obligations (including amounts received by Administrative Agent, whether from either Borrower, any Subsidiary Guarantor or otherwise, shall, subject to subsections 2.11 and 2.12 be applied on behalf of the Collateral Agent upon the exercise of remedies under the Collateral Documents) applicable Loan Party, in each case, in the following orderorder of priority: (i) firstto the payment of all costs and expenses of such sale, to pay Obligations in respect of any collection or other realization, all other expenses, feesliabilities and advances made or incurred by Administrative Agent in connection therewith, indemnities or other sums owing hereunder then due and all amounts for which Administrative Agent is entitled to compensation (including the fees described in subsection 2.3 and reasonable and documented compensation to Administrative Agent’s sub-agents and counsel), reimbursement and indemnification under any Loan Document and all advances made by Administrative Agent thereunder for the account of the applicable Loan Party, and to the Agentpayment of all costs and expenses paid or incurred by Administrative Agent in connection with the Loan Documents, all in accordance with subsections 9.4, 10.2 and 10.3 and the Collateral Agent other terms of this Agreement and the Loan Administrator, on a pro rata basisDocuments; (ii) secondthereafter, to pay the payment of all other Obligations in respect of the applicable Borrower and obligations of the Loan Parties under any expenses, fees, indemnities or other sums owing hereunder not referred to in clauses Guaranteed Cash Management Agreement and Guaranteed Hedge Agreement for the ratable benefit of the holders thereof (iii) through (v) below then due subject to the Board, the Lenders and the Counter-Guarantors, on a pro rata basis;provisions of subsection 2.4C(ii) hereof); and (iii) third, to pay on a pro rata basis (A) interest then due and payable in respect of the Loan to the Lenders, provided that so long as the Board Guaranty is in effectthereafter, to the extent that any amounts received by payment to or upon the Agent constitute interest accrued on any overdue principal or interest on Tranche A in accordance with Section 2.6(c), such amounts shall be distributed to the Board under this clause (iii) as if it were a Lender and (B) in the event that any fees payable to the Board, the Counter-Guarantors and the Initial Lender, under Section 2.7(c), (d), (e) and (h) were not paid when due thereunder, the portion order of such unpaid fees which is equal Loan Party or to the amount which such Person would have been then whosoever may be lawfully entitled to receive if the fee payable under Section 2.7(c)same or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, (d)a) obligations arising under Guaranteed Hedge Agreements and Guaranteed Cash Management Agreements may, (e) and (h) (in Administrative Agent’s discretion, be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as applicable) were payable daily in arrears (instead of quarterly Administrative Agent may request, from the applicable Hedge Counterparty or annually in advanceCash Management Bank, as the case may bebe and (b) (including interest accrued thereon through Excluded Swap Obligations with respect to the date of payment in accordance Company or any Subsidiary Guarantor shall not be paid with Section 2.7(k)amounts received from the Company or such Subsidiary Guarantor, on a pro rata basis (it being understood that following the Board's honoring of a demand for payment in accordance with the Board Guaranty and until the Board is reimbursed for the amount of all payments thereunder, all amounts paid in respect of Tranche A but appropriate adjustments shall be distributed made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Each Hedge Counterparty and each Cash Management Bank not a party to this Agreement who obtains the benefit of the foregoing provision by virtue of the provisions hereof or of any Guaranty shall be deemed to have acknowledged and accepted the appointment of Administrative Agent pursuant to the Board terms of Section 9 hereof for itself and amounts paid in respect of Tranche B shall be distributed its Affiliates as if a “Lender” party to the Tranche B Lenders, all on a pro rata basis); (iv) fourth, to pay or prepay principal payments on the Loan to the Lenders, on a pro rata basis (it being understood that following the Board's honoring of a demand for payment in accordance with the Board Guaranty and until the Board is reimbursed for the amount of all payments thereunder, amounts paid in respect of Tranche A shall be distributed to the Board and amounts paid in respect of Tranche B shall be distributed to the Tranche B Lenders, in each case on a pro rata basis); and (v) fifth, to pay any fees due and payable under Section 2.7(c), (d), (e) and (h) hereof to the Board, the Counter-Guarantors and the Initial Lender, as the case may be, on a pro rata basis (including interest accrued thereon through the date of payment in accordance with Section 2.7(k) and not otherwise paid pursuant to clause (iii) abovethis Agreement.

Application of Payments After Event of Default. After Upon the occurrence and during the continuance continuation of an Event of Default under any of clauses (a) (including any failure to pay all amounts hereunder Default, if requested by Requisite Lenders, or upon acceleration as a result of any other Event of Default)the Obligations pursuant to Section 8, (f) or (g) of Section 7.1, the Agent shall apply all payments in respect of any Obligations (including amounts received by Administrative Agent, whether from either Borrower or otherwise, shall, subject to subsections 2.11, 2.12 and 10.24, be applied on behalf of the Collateral Agent upon the exercise of remedies under the Collateral Documents) applicable Loan Party, in each case, in the following orderorder of priority: (i) firstto the payment of all costs and expenses of such sale, to pay Obligations in respect of any collection or other realization, all other expenses, feesliabilities and advances made or incurred by Administrative Agent in connection therewith, indemnities or other sums owing hereunder then due and all amounts for which Administrative Agent is entitled to compensation (including the fees described in subsection 2.3 and reasonable and documented compensation to Administrative Agent’s sub-agents and counsel), reimbursement and indemnification under any Loan Document and all advances made by Administrative Agent thereunder for the account of the applicable Loan Party, and to the Agentpayment of all costs and expenses paid or incurred by Administrative Agent in connection with the Loan Documents, all in accordance with subsections 9.4, 10.2 and 10.3 and the Collateral Agent other terms of this Agreement and the Loan Administrator, on a pro rata basisDocuments; (ii) secondthereafter, to pay the payment of all other Obligations in respect of the applicable Borrower and obligations of the Loan Parties under any expenses, fees, indemnities or other sums owing hereunder not referred to in clauses Guaranteed Cash Management Agreement and Guaranteed Hedge Agreement for the ratable benefit of the holders thereof (iii) through (v) below then due subject to the Board, the Lenders and the Counter-Guarantors, on a pro rata basis;provisions of subsection 2.4C(ii) hereof); and (iii) third, to pay on a pro rata basis (A) interest then due and payable in respect of the Loan to the Lenders, provided that so long as the Board Guaranty is in effectthereafter, to the extent that any amounts received by payment to or upon the Agent constitute interest accrued on any overdue principal or interest on Tranche A in accordance with Section 2.6(c), such amounts shall be distributed to the Board under this clause (iii) as if it were a Lender and (B) in the event that any fees payable to the Board, the Counter-Guarantors and the Initial Lender, under Section 2.7(c), (d), (e) and (h) were not paid when due thereunder, the portion order of such unpaid fees which is equal Loan Party or to the amount which such Person would have been then whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, obligations arising under Guaranteed Hedge Agreements and Guaranteed Cash Management Agreements may, in Administrative Agent’s discretion, be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the fee payable under Section 2.7(c), (d), (e) and (h) (as applicable) were payable daily in arrears (instead of quarterly applicable Hedge Counterparty or annually in advanceCash Management Bank, as the case may be) (including interest accrued thereon through the date of payment in accordance with Section 2.7(k), on a pro rata basis (it being understood that following the Board's honoring of a demand for payment in accordance with the Board Guaranty and until the Board is reimbursed for the amount of all payments thereunder, all amounts paid in respect of Tranche A shall be distributed . Notwithstanding anything to the Board and amounts paid contrary in respect of Tranche B shall be distributed to the Tranche B Lenders, all on a pro rata basis); (iv) fourth, to pay this Agreement or prepay principal payments on the any other Loan to the Lenders, on a pro rata basis (it being understood that following the Board's honoring of a demand for payment in accordance with the Board Guaranty and until the Board is reimbursed for the amount of all payments thereunder, amounts paid in respect of Tranche A shall be distributed to the Board and amounts paid in respect of Tranche B shall be distributed to the Tranche B LendersDocument, in each case on a pro rata basis); and no event shall any payment (vor any portion thereof) fifth, made by the Co-Borrower be applied to pay any fees due and payable under Section 2.7(c), (d), (e) and (h) hereof to Obligation or Excluded Swap Obligation of the Board, the Counter-Guarantors and the Initial Lender, as the case may be, on a pro rata basis (including interest accrued thereon through the date of payment in accordance with Section 2.7(k) and not otherwise paid pursuant to clause (iii) aboveCompany.

Application of Payments After Event of Default. After the occurrence and during the continuance of an Event of Default under any of clauses (a) (including any failure to pay all amounts hereunder upon acceleration as a result of any other Event of Default), (f) or (g) of Section 7.1, the Agent shall apply all payments in respect of any Obligations (including amounts received by the Collateral Agent upon the exercise of remedies under the Collateral Documents) in the following order: (i) first, to pay Obligations in respect of any expenses, fees, indemnities or other sums owing hereunder not referred to in clauses (ii) through (iv) below then due to the Agent, the Collateral Agent and the Loan Administrator, on a pro rata basis; (ii) second, to pay Obligations in respect of any expenses, fees, indemnities or other sums owing hereunder not referred to in clauses (iii) through and (v) below then due to the Board, the Lenders KHFC Administrative Agent and the Counter-GuarantorsLenders, on a pro rata basis; (iii) third, to pay on a pro rata basis (A) interest then due and payable in respect of the Loan to the Lenders, provided that that, so long as the Board Guaranty is in effect, to the extent that any amounts received by the Agent constitute interest accrued on any overdue principal or interest on Tranche A in accordance with Section 2.6(c2.7(c), such amounts shall be distributed to the Board under this clause (iii) as if it were a Lender and (B) in the event that any fees payable to the Board, the Counter-Guarantors and the Initial Lender, Board under Section 2.7(c), (d), (e) and (h2.8(c) were not paid when due thereunderunder Section 2.8(c), the portion of such unpaid fees which is equal to the amount which such Person the Board would have been then entitled to receive if the fee payable under Section 2.7(c), (d), (e) and (h) (as applicable2.8(c) were payable daily in arrears (instead of quarterly or annually in advance, as the case may be) (including interest accrued thereon through the date of payment in accordance with Section 2.7(k2.8(g)), on a pro rata basis (it being understood that following the Board's honoring of a demand for payment in accordance with the Board Guaranty and until the Board is reimbursed for the amount of all payments thereunder, all amounts paid in respect of Tranche A shall be distributed to the Board and amounts paid in respect of Tranche B shall be distributed to the Tranche B Lenders, all on a pro rata basis); (iv) fourth, to pay or prepay principal payments on the Loan to the Lenders, on a pro rata basis (it being understood that following the Board's honoring of a demand for payment in accordance with the Board Guaranty and until the Board is reimbursed for the amount of all payments thereunder, amounts paid in respect of Tranche A shall be distributed to the Board and amounts paid in respect of Tranche B shall be distributed to the Tranche B Lenders, in each case on a pro rata basis); and (v) fifth, to pay any fees due and payable under Section 2.7(c), (d), (e2.8(c) and (h) hereof to the Board, the Counter-Guarantors Board under and the Initial Lender, as the case may be, on a pro rata basis in accordance with Section 2.8(c) (including interest accrued thereon through the date of payment in accordance with Section 2.7(k2.8(g)) and not otherwise paid pursuant to clause (iii) above.

Application of Payments After Event of Default. After the occurrence and during the continuance of an Event of Default under any of clauses (a) (including any failure to pay all amounts hereunder upon acceleration as a result of any other Event of Default), (f) or (g) of Section 7.1, the Administrative Agent shall apply all payments in respect of any Secured Obligations (including amounts received by the Collateral Administrative Agent upon the exercise of remedies under the Collateral Documents) in the following order: (i) first, to pay Obligations in respect of any expenses, fees, indemnities or other sums (excluding principal and interest) owing hereunder then due to the Agent, the Collateral Administrative Agent and the Loan Administrator, on a pro rata basisin its capacity as such; (ii) second, to pay Obligations in respect of any expenses, fees, indemnities or other sums owing hereunder not referred to in clauses (iii) through and (viv) below then due to the Board, the Lenders and the Counter-GuarantorsLenders, on a pro rata basis; (iii) third, to pay on a pro rata basis (A) interest then due and payable in respect of the Loan Loans to the Lenders, provided that so long as the Board Guaranty is in effect, to the extent that any amounts received by the Agent constitute interest accrued on any overdue principal or interest on Tranche A in accordance with Section 2.6(c), such amounts shall be distributed to the Board under this clause (iii) as if it were a Lender and (B) in the event that any fees payable to the Board, the Counter-Guarantors and the Initial Lender, under Section 2.7(c), (d), (e) and (h) were not paid when due thereunder, the portion of such unpaid fees which is equal to the amount which such Person would have been then entitled to receive if the fee payable under Section 2.7(c), (d), (e) and (h) (as applicable) were payable daily in arrears (instead of quarterly or annually in advance, as the case may be) (including interest accrued thereon through the date of payment in accordance with Section 2.7(k), on a pro rata basis (it being understood that following the Board's honoring of a demand for payment in accordance with the Board Guaranty and until the Board is reimbursed for the amount of all payments thereunder, all amounts paid in respect of Tranche A shall be distributed to the Board and amounts paid in respect of Tranche B shall be distributed to the Tranche B Lenders, all on a pro rata basis); (iv) fourth, to pay or prepay principal payments on the Loan Loans to the LendersLenders and to pay amounts owing with respect to the Secured Hedging Contracts, on a pro rata basis (it being understood with such pro rata allocation to be adjusted such that following the Board's honoring of no payment made by a demand for payment Guarantor who is not a Qualified ECP Guarantor, and no proceeds derived from Collateral in accordance with the Board Guaranty and until the Board which a security interest is reimbursed for the amount of all payments thereundergranted by a Person who is not a Qualified ECP Guarantor, shall be applied to any amounts paid owing in respect of Tranche A shall be distributed to the Board and amounts paid in respect of Tranche B shall be distributed to the Tranche B Lenders, in each case on a pro rata basisany Hedging Liability that is an Excluded Swap Obligation); and (v) fifth, to pay any fees other Secured Obligations then due and payable under Section 2.7(c), (d), (e) and (h) hereof to the Board, the Counter-Guarantors and the Initial Lender, as the case may beSecured Parties, on a pro rata basis (including interest accrued thereon through the date of payment in accordance with Section 2.7(k) and not otherwise paid pursuant to clause (iii) abovebasis.