Application of Payments During an Event of Default. Each of Parent and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacities, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C Issuer, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management Agreement, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, and (v) fifth, to the ratable payment of all other Obligations.
Application of Payments During an Event of Default. The Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments or prepayments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders, (iii) third, to pay interest then due and payable in respect of the Loans, (iv) fourth, to repay the outstanding principal amounts of the Loans, (v) fifth, to the ratable payment of all other Obligations and (vi) sixth, to the Borrower.
Application of Payments During an Event of Default. With respect to each Term Loan Investment Pool, if an Event of Default has occurred and is continuing, the Administrative Agent will instruct the Loan Account Bank, on each Settlement Date, to transfer all Collections which are attributable to such Term Loan Investment Pool existing as at the end of the related Collection Period held by the Loan Account Bank in the Loan Account, in the following amounts and priority in accordance with the related Monthly Servicing Report:
(i) to the Servicer, the Servicing Fees related to such Investment Pool accrued and unpaid as of the last day of the related Collection Period, if any;
(ii) on a pari passu basis:
1. to the Backup Servicer, the Backup Servicing Fees accrued and unpaid as of the last day of the related Collection Period, if any, multiplied by the related Investment Pool Ratio;
2. to the Collection Account Bank, accrued and unpaid fees due to the Collection Account Bank in respect of the Collection Account with respect to which the Administrative Agent has received an invoice from the Collection Account Bank, multiplied by the related Investment Pool Ratio; and
3. to the Loan Account Bank, accrued and unpaid fees due to the Loan Account Bank in respect of the Loan Account with respect to which the Administrative Agent has received an invoice from the Loan Account Bank, multiplied by the related Investment Pool Ratio;
(iii) to the Administrative Agent, for the ratable benefit of the Lenders, to pay any accrued and unpaid interest, fees and expenses or other amounts owing to the Administrative Agent, the Collateral Agent or any Lender pursuant to this Agreement (other than on account of principal), any other Credit Document or any Related Agreement related to such Investment Pool; provided that if any such amounts cannot be allocated on an Investment Pool basis, then the amounts so payable shall be payable pro rata based on the related Investment Pool Ratio;
(iv) to the Administrative Agent, for the ratable benefit of the Lenders, the amount, if any, necessary to reduce the Investment Pool Amount of such Investment Pool to nil;
(v) to the Administrative Agent, for the ratable benefit of the Lenders, the amount, if any, necessary to reduce the Investment Pool Amount of any other Investment Pool to nil, on a pro rata basis;
(vi) to the Servicer, the Additional Deferred Servicing Fees related to such Investment Pool accrued and unpaid as of the last day of the related Collection Period, if any; and
(vii) to the ...
Application of Payments During an Event of Default. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under Section 8.1(f), notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall, subject to Sections 2.27 and 2.28, be applied by the Administrative Agent as follows: first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent in its capacity as such; second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, reimbursement obligations in respect of drawings under Letters of Credit, interest and Letters of Credit fees) payable to the Lenders (including fees and disbursements and other charges of counsel) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause second payable to them; third, to payment of that portion of the Obligations constituting accrued and unpaid Letters of Credit fees and interest on the Loans, ratably among the Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause third payable to them;
Application of Payments During an Event of Default. The Borrower hereby irrevocably waives, and agrees to cause each other Loan Party to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent, upon either (i) the direction of the Required Lenders or (ii) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 8.2, shall apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent, second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders, third, to pay interest then due and payable in respect of the Loans, fourth, ratably to repay the outstanding principal amounts of the Loans and fifth, to the ratable payment of all other Obligations and, then, any excess shall be returned to the Borrower.
Application of Payments During an Event of Default. Each Loan Party hereby irrevocably waives, and agrees to cause each Loan Party to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, Administrative Agent may, and, upon (1) the direction of the Required Lenders or (2) the termination of any Revolving Credit Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall apply all payments in respect of any Obligation and all proceeds of Collateral first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to Administrative Agent, second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Revolving Credit Lenders (in their capacity as Lenders) and the L/C Issuers, third, to pay interest then due and payable in respect of the Swing Loans, the Revolving Loans, and the L/C Reimbursement Obligations, fourth, to repay the outstanding principal amounts of the Swing Loans to the extent not reimbursed by Lenders or deemed to be Revolving Loans, fifth, to repay the outstanding principal amounts of the Revolving Loans —Tranche A (in amounts to be allocated between the Revolving Loans — Tranche A-1 and Revolving Loans — Tranche A-2 as designated by Administrative Agent in its sole discretion) and the L/C Reimbursement Obligations and to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.3, and to pay amounts owing with respect to Secured Hedge Agreements (but paid only to the extent and up to the amount of reserves against the Borrowing Base that have been established for “potential future exposure” as calculated by Administrative Agent in its sole credit judgment) sixth, to repay the outstanding principal amounts of the Revolving Loans — FILO Tranche, and seventh, to the ratable payment of all other Obligations, including Cash Management Obligations; provided, that, notwithstanding anything to the contrary set forth above, in no event shall the proceeds of any Collateral owned, or any Guarantee Obligations provided, by any Loan Party under any Loan Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such Loan Party.
Application of Payments During an Event of Default. Borrower hereby irrevocably waives the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Lender may, apply all payments in respect of any Obligation, all funds on deposit and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lender, (ii) second, to pay interest then due and payable in respect of the Loan, which shall include all such interest, whether or not accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding, (iii) third, to repay the outstanding principal amount of the Loan, and (iv) fourth, to the ratable payment of all other Obligations.
Application of Payments During an Event of Default. The Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Agent, may, and, upon either (i) the direction of the Required Lenders or (ii) the acceleration of any Obligations pursuant to Section 6.2, shall, apply or cause the application of all payments in respect of any Obligation, all proceeds of Collateral (A) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Agent, (B) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders, (C) third, to pay interest then due and payable hereunder, (D) fourth, to the ratable payment of the outstanding principal amounts of the Loans, and (E) fifth, to the ratable payment of all other Obligations.
Application of Payments During an Event of Default. Each of the Borrowers hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that the Administrative Agent may apply all payments in respect of any Obligation and all proceeds of Collateral to the Obligations in accordance with this Section 2.12 or as otherwise directed by the Administrative Agent and all Lenders.
Application of Payments During an Event of Default. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall, subject to Sections 2.27 and 2.28, be applied by the Administrative Agent as follows: first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent in its capacity as such; second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, reimbursement obligations in respect of drawings under Letters of Credit, interest and Letters of Credit fees) payable to the Lenders (including fees and disbursements and other charges of counsel) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause second payable to them;
