Application of Payments During an Event of Default. (i) 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. (ii) During the continuance of an Event of Default, the Administrative Agent may, and, upon the direction of the Required Lenders shall, apply amounts collected or received by the Administrative Agent constituting proceeds of Revolving Credit Facility First Priority Collateral in accordance with clauses first through seventh below. Notwithstanding any provision herein to the contrary, all amounts collected or received by the Administrative Agent after any or all of the Obligations or the US Facility Obligations have been accelerated constituting proceeds of Revolving Credit Facility First Priority Collateral and all proceeds of Revolving Credit Facility First Priority Collateral received by the Administrative Agent as a result of the exercise of its remedies under the Loan Documents after the occurrence and during the continuance of an Event of Default shall be applied as follows: first, to pay Obligations and US Facility Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent or the US Facility Agent; second, to pay Obligations and US Facility Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders, the US Facility Lenders and the L/C Issuers (as defined in the US Facility Credit Agreement); third, to pay interest then due and payable in respect of the Revolving Loans, Revolving Loans (as defined in the US Facility Credit Agreement), Swing Loans (as defined in the US Facility Credit Agreement) and L/C Reimbursement Obligations (as defined in the US Facility Credit Agreement) and in respect of any amount owing under any Secured Hedging Document (as defined herein and in the US Facility Credit Agreement); fourth, to repay the outstanding principal amounts of the Swing Loans (as defined in the US Facility Credit Agreement), Revolving Loans, Revolving Loans (as defined in the US Facility Credit Agreement) and L/C Reimbursement Obligations (as defined in the US Facility Credit Agreement), to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.3 of the US Facility Credit Agreement and to pay amounts (other than interest) owing under any Secured Hedging Document (as defined herein and in the US Facility Credit Agreement); fifth, to pay interest then due and payable in respect of the Term B Loan; sixth, to repay the outstanding principal amounts of the Term B Loans; seventh, to the ratable payment of all other Obligations and US Facility Obligations; and eighth, to the Loan Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. (iii) During the continuance of an Event of Default, the Administrative Agent may, and, upon the direction of the Required Lenders shall, apply all amounts collected or received by the Administrative Agent constituting proceeds of Term B Loan First Priority Collateral in accordance with clauses first through seventh below. Notwithstanding any provision herein to the contrary, all amounts collected or received by the Administrative Agent after any or all of the Obligations or the US Facility Obligations have been accelerated constituting proceeds of Term B Loan First Priority Collateral and all proceeds of Term B Loan First Priority Collateral received by the Administrative Agent as a result of the exercise of its remedies under the Loan Documents after the occurrence and during the continuance of an Event of Default shall be applied as follows: first, to pay Obligations and US Facility Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent or the US Facility Agent; second, to pay Obligations and US Facility Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders, the US Facility Lenders and the L/C Issuers (as defined in the US Facility Credit Agreement); third, to pay interest then due and payable in respect of the Term B Loans and in respect of any amount owing under any Secured Hedging Document (as defined herein and in the US Facility Credit Agreement); fourth, to repay the outstanding principal amounts of the Term B Loans and to pay amounts (other than interest) owing under any Secured Hedging Document (as defined herein and in the US Facility Credit Agreement); fifth, to pay interest then due and payable in respect of the Revolving Loans, Revolving Loans (as defined in the US Facility Credit Agreement), Swing Loans (as defined in the US Facility Credit Agreement) and L/C Reimbursement Obligations (as defined in the US Facility Credit Agreement); sixth, to repay the outstanding principal amounts of the Revolving Loans, Revolving Loans (as defined in the US Facility Credit Agreement), Swing Loans (as defined in the US Facility Credit Agreement) and L/C Reimbursement Obligations (as defined in the US Facility Credit Agreement), to provide cash collateral for Letters of Credit (as defined in the US Facility Credit Agreement) in the manner and to the extent described in Section 9.3 of the US Facility Credit Agreement; seventh, to the ratable payment of all other Obligations and US Facility Obligations; and eighth, to the Loan Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. (iv) If the Stock of any Loan Party is sold or any Loan Party is sold as a going concern on any date (the “Sale Date”) under the circumstances described in this Section 2.12(c), the sale proceeds shall be allocated as follows: (i) that portion of the sale proceeds equal to the aggregate net book value of accounts receivable constituting Revolving Credit Facility First Priority Collateral and reflected on the accounts receivable aging (as reflected in the aging reports submitted to the Administrative Agent with the most current Borrowing Base Certificates delivered to the Administrative Agent on or prior to the Sale Date) shall be allocated to the Revolving Credit Facility First Priority Collateral of the Loan Parties so sold and shall be deemed to be proceeds thereof and (z) the balance of sale proceeds shall be allocated to the Term B Loan First Priority Collateral of the Loan Parties so sold and shall be deemed to be proceeds thereof.
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Application of Payments During an Event of Default. (i) The Each of Holdings 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.
(ii) During the continuance of an Event of Default, the Administrative Agent may, and, upon the direction of the Required Lenders shall, apply amounts collected or received by the Administrative Agent constituting proceeds of Revolving Credit Facility First Priority Collateral in accordance with clauses first through seventh below. Notwithstanding any provision herein to the contrary, all amounts collected or received by the Administrative Agent after any or all of the Obligations or the US Canadian Facility Obligations have been accelerated constituting proceeds of Revolving Credit Facility First Priority Collateral and all proceeds of Revolving Credit Facility First Priority Collateral received by the Administrative Agent as a result of the exercise of its remedies under the Loan Documents after the occurrence and during the continuance of an Event of Default shall be applied as follows: first, to pay Obligations and US Canadian Facility Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent or the US Canadian Facility Agent; second, to pay Obligations and US Canadian Facility Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders, the US Canadian Facility Lenders and the L/C Issuers (as defined in the US Facility Credit Agreement)Issuers; third, to pay interest then due and payable in respect of the Revolving Loans, Canadian Revolving Loans (as defined in the US Facility Credit Agreement)Loans, Swing Loans (as defined in the US Facility Credit Agreement) and L/C Reimbursement Obligations (as defined in the US Facility Credit Agreement) and in respect of any amount owing under any Secured Hedging Document (as defined herein and in the US Canadian Facility Credit Agreement); fourth, to repay the outstanding principal amounts of the Swing Loans (as defined in the US Facility Credit Agreement)Loans, Canadian Revolving Loans, Revolving Loans (as defined in the US Facility Credit Agreement) and L/C Reimbursement Obligations (as defined in the US Facility Credit Agreement)Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.3 of the US Facility Credit Agreement and to pay amounts (other than interest) owing under any Secured Hedging Document (as defined herein and in the US Canadian Facility Credit Agreement); fifth, to pay interest then due and payable in respect of the Term B Loan; sixth, to repay the outstanding principal amounts of the Term B Loans; seventh, to the ratable payment of all other Obligations and US Canadian Facility Obligations; and eighth, to the Loan Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct.
(iii) During the continuance of an Event of Default, the Administrative Agent may, and, upon the direction of the Required Lenders shall, apply all amounts collected or received by the Administrative Agent constituting proceeds of Term B Loan First Priority Collateral in accordance with clauses first through seventh below. Notwithstanding any provision herein to the contrary, all amounts collected or received by the Administrative Agent after any or all of the Obligations or the US Canadian Facility Obligations have been accelerated constituting proceeds of Term B Loan First Priority Collateral and all proceeds of Term B Loan First Priority Collateral received by the Administrative Agent as a result of the exercise of its remedies under the Loan Documents after the occurrence and during the continuance of an Event of Default shall be applied as follows: first, to pay Obligations and US Canadian Facility Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent or the US Canadian Facility Agent; second, to pay Obligations and US Canadian Facility Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders, the US Canadian Facility Lenders and the L/C Issuers (as defined in the US Facility Credit Agreement)Issuers; third, to pay interest then due and payable in respect of the Term B Loans and in respect of any amount owing under any Secured Hedging Document (as defined herein and in the US Canadian Facility Credit Agreement); fourth, to repay the outstanding principal amounts of the Term B Loans and to pay amounts (other than interest) owing under any Secured Hedging Document (as defined herein and in the US Canadian Facility Credit Agreement); fifth, to pay interest then due and payable in respect of the Revolving Loans, Canadian Revolving Loans (as defined in the US Facility Credit Agreement)Loans, Swing Loans (as defined in the US Facility Credit Agreement) and L/C Reimbursement Obligations (as defined in the US Facility Credit Agreement)Obligations; sixth, to repay the outstanding principal amounts of the Revolving Loans, Canadian Revolving Loans (as defined in the US Facility Credit Agreement)Loans, Swing Loans (as defined in the US Facility Credit Agreement) and L/C Reimbursement Obligations (as defined in the US Facility Credit Agreement)Obligations, to provide cash collateral for Letters of Credit (as defined in the US Facility Credit Agreement) in the manner and to the extent described in Section 9.3 of the US Facility Credit Agreement9.3; seventh, to the ratable payment of all other Obligations and US Canadian Facility Obligations; and eighth, to the Loan Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct.
(iv) If the Stock of any Loan Party is sold or any Loan Party is sold as a going concern on any date (the “Sale Date”) under the circumstances described in this Section 2.12(c), the sale proceeds shall be allocated as follows: (i) that portion of the sale proceeds equal to the aggregate net book value of accounts receivable constituting Revolving Credit Facility First Priority Collateral and reflected on the accounts receivable aging (as reflected in the aging reports submitted to the Administrative Agent with the most current Borrowing Base Certificates delivered to the Administrative Agent on or prior to the Sale Date) shall be allocated to the Revolving Credit Facility First Priority Collateral of the Loan Parties so sold and shall be deemed to be proceeds thereof and (z) the balance of sale proceeds shall be allocated to the Term B Loan First Priority Collateral of the Loan Parties so sold and shall be deemed to be proceeds thereof.
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