Common use of Payments after Default Clause in Contracts

Payments after Default. Subject to the provisions of Section 10.11 regarding the subordination of any Defaulting Lender's interest, after the occurrence of a Default, the Administrative Agent shall apply all payments in respect of any Obligations and all proceeds of Collateral in the following order: (i) first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (ii) second, to pay principal of and interest on any Protective Advance for which the Administrative Agent has not then been paid by Co-Borrowers or Parent Guarantor or reimbursed by the Lenders; (iii) third, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders (other than Rate Management Obligations); (iv) fourth, to the ratable payment, on a pari passu basis, of (a) principal and interest on the Loans (such application to be made first to interest and then to principal) and (b) Secured Rate Management Obligations; and (v) fifth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.21 is set forth solely to determine the rights and priorities of the Administrative Agent and the Lenders as among themselves. As between Co-Borrowers, Parent Guarantor and Subsidiary Guarantors, on the one hand, and the Administrative Agent and Lenders on the other, after the occurrence of a Default the Administrative Agent and Lenders may apply all payments in respect of any Secured Obligations, and all proceeds of Collateral, to the Secured Obligations in such order and manner as the Administrative Agent and Lenders may elect in their sole and absolute discretion. The order of priority set forth in clauses (i) through (iii) of this Section 10.21 may be changed by the Majority Lenders with the prior written consent of the Administrative Agent.

Payments after Default. Subject to the provisions of Section 10.11 regarding the subordination of any Defaulting Lender's interest, after the occurrence of a Default, the Administrative Agent shall apply all payments in respect of any Obligations and all proceeds of Collateral in the following order: (i) first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (ii) second, to pay principal of and interest on any Protective Advance for which the Administrative Agent has not then been paid by Co-Borrowers Borrower or Parent Guarantor or reimbursed by the Lenders; (iii) third, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders (other than Rate Management Obligations); (iv) fourth, to the ratable payment, on a pari passu basis, of (a) principal and interest on the Loans and on Unpaid Drawings (such application to be made first to interest and then to principal) together with the Letter of Credit Collateral Amount and (b) Secured Rate Management Obligations; and (v) fifth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.21 is set forth solely to determine the rights and priorities of the Administrative Agent and the Lenders as among themselves. As between Co-BorrowersBorrower, Parent Guarantor and Subsidiary Guarantors, on the one hand, and the Administrative Agent and Lenders on the other, after the occurrence of a Default the Administrative Agent and Lenders may apply all payments in respect of any Secured Obligations, and all proceeds of Collateral, to the Secured Obligations Obligations, including, without limitation, the Letter of Credit Collateral Amount, in such order and manner as the Administrative Agent and Lenders may elect in their sole and absolute discretion. The order of 115 priority set forth in clauses (i) through (iii) of this Section 10.21 may be changed by the Majority Lenders with the prior written consent of the Administrative Agent.

Payments after Default. Subject to the provisions of Section 10.11 regarding the subordination of any Defaulting Lender's interest, after the occurrence of a Default, the Administrative Agent shall apply all payments in respect of any Obligations and all proceeds of Collateral in the following order: (i) first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (ii) second, to pay principal of and interest on any Protective Advance for which the Administrative Agent has not then been paid by Co-Borrowers Borrower or Parent Guarantor or reimbursed by the Lenders; (iii) third, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders (other than Rate Management Obligations); (iv) fourth, to the ratable payment, on a pari passu basis, of (a) principal and interest on the Loans (such application to be made first to interest and then to principal) and (b) Secured Rate Management Obligations); and (v) fifth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.21 is set forth solely to determine the rights and priorities of the Administrative Agent and the Lenders as among themselves. As between Co-BorrowersBorrower, Parent Guarantor and Subsidiary Guarantors, on the one hand, and the Administrative Agent and Lenders on the other, after the occurrence of a Default Default, the Administrative Agent and Lenders may apply all payments in respect of any Secured Obligations, and all proceeds of Collateral, to the Secured Obligations in such order and manner as the Administrative Agent and Lenders may elect in their sole and absolute discretion. The order of priority set forth in clauses (i) through (iii) of this Section 10.21 may be changed by the Majority Lenders with the prior written consent of the Administrative Agent.

Payments after Default. Subject to the provisions of Section 10.11 regarding the subordination of any Defaulting LenderXxxxxx's interest, after the occurrence of a Default, the Administrative Agent shall apply all payments in respect of any Obligations and all proceeds of Collateral in the following order: (i) first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (ii) second, to pay principal of and interest on any Protective Advance for which the Administrative Agent has not then been paid by Co-Borrowers Borrower or Parent Guarantor or reimbursed by the Lenders; (iii) third, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders (other than Rate Management Obligations); (iv) fourth, to the ratable payment, on a pari passu basis, of (a) principal and interest on the Loans and on Unpaid Drawings (such application to be made first to interest and then to principal) together with the Letter of Credit Collateral Amount and (b) Secured Rate Management Obligations; and (v) fifth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.21 is set forth solely to determine the rights and priorities of the Administrative Agent and the Lenders as among themselves. As between Co-BorrowersBorrower, Parent Guarantor and Subsidiary Guarantors, on the one hand, and the Administrative Agent and Lenders on the other, after the occurrence of a Default the Administrative Agent and Lenders may apply all payments in respect of any Secured Obligations, and all proceeds of Collateral, to the Secured Obligations Obligations, including, without limitation, the Letter of Credit Collateral Amount, in such order and manner as the Administrative Agent and Lenders may elect in their sole and absolute discretion. The order of 115 priority set forth in clauses (i) through (iii) of this Section 10.21 may be changed by the Majority Lenders with the prior written consent of the Administrative Agent.

Payments after Default. Subject to the provisions of Section 10.11 10.13 regarding the subordination of any Defaulting Lender's interest, after the occurrence of a Default, the Administrative Agent shall apply all payments in respect of any Obligations and all proceeds of Collateral in the following order: (i) first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (ii) second, to pay principal of and interest on any Protective Advance for which the Administrative Agent has not then been paid by Co-Borrowers or Parent Guarantor the Borrower or reimbursed by the Lenders; (iii) third, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders (other than Rate Management Obligations); (iv) fourth, to the ratable payment, on a pari passu basis, of (a) principal and interest on the Loans (such application to be made first to interest and then to principal) and (b) Secured Rate Management Obligations; and (v) fifth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.21 10.23 is set forth solely to determine the rights and priorities of the Administrative Agent and the Lenders as among themselves. As between Borrower, Co-Borrowers, Parent Guarantor Borrower and Subsidiary Guarantors, on the one hand, and the Administrative Agent and Lenders on the other, after the occurrence of a Default the Administrative Agent and Lenders may apply all payments in respect of any Secured Obligations, and all proceeds of Collateral, to the Secured Obligations in such order and manner as the Administrative Agent and Lenders may elect in their sole and absolute discretion. The order of priority set forth in clauses (i) through (iii) of this Section 10.21 may be changed by the Majority Required Lenders with the prior written consent of the Administrative Agent.