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

Application of Payments During an Event of Default. 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 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 CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. and the L/C Issuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations, (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 9.3 and to pay amounts owing with respect to Secured Hedging Agreements and (v) fifth, to the ratable payment of all other Obligations, and as to Revolving Loans, with a permanent reduction of the Revolving Credit Commitment equal to the amount of such repayment.

Application of Payments During an Event of Default. Each of Holdings Borrower and the Borrower Guarantor hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, 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 at any time on or after an Event of Default and agrees that, for so long as the same is continuing and notwithstanding the provisions of clause (ac) aboveabove and notwithstanding anything to the contrary contained in Section 3.03, 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 9.2Obligation, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account held as cash collateral 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 CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. and the L/C IssuersIssuing Bank, (iii) third, to pay interest then due and payable in respect of the Loans Loans, Advances and L/C Reimbursement Letter of Credit Obligations, (iv) fourth, to repay the outstanding principal amounts of the Advances, (v) fifth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Letter of Credit 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 Hedging Agreements 8.02 and (vvi) fifthsixth, to the ratable payment of all other Obligations, and as to Revolving Loans, with a permanent reduction of the Revolving Credit Commitment equal to the amount of such repayment.