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

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. The Borrower Each Loan Party 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 AgentAgent may, and, upon either (i1) the direction of the Required Lenders or (ii2) the termination of any Revolving Credit Commitment or the acceleration of any Obligation pursuant to Section 8.29.2, shall apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account Obligation 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 Revolving Credit Lenders (in their capacity as Lenders), third, to pay interest then due and payable in respect of the Revolving Loans, fourth, ratably to repay the outstanding principal amounts of the Revolving Loans 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), and fifth, to the ratable payment of all other Obligations andObligations, then, any excess shall be returned to the Borrowerincluding Cash Management Obligations.

Application of Payments During an Event of Default. The Borrower Each of Holdings and the Company hereby irrevocably waives, and agrees to cause each Credit Party and each other Loan Party 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 AgentSubordinated Notes Agent may, and, upon either (iA) the direction of the Required Lenders Noteholders or (iiB) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 8.29.2, shall shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral Obligation (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Subordinated Notes Agent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the LendersNoteholders, (iii) third, to pay interest then due and payable in respect of the LoansSubordinated Notes, (iv) fourth, ratably to repay the outstanding principal amounts of the Loans Subordinated Notes and (v) fifth, to the ratable payment of all other Obligations and, then, any excess shall be returned to the BorrowerObligations.