Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Obligations (including the payment or cash collateralization of outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunder; SIXTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' feesfees or external counsel) of incurred by the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTHFOURTH, to the payment of the outstanding principal amount of the Obligations (including the payment or cash collateralization of the outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunder); SIXTHFIFTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTHFOURTH" above; and SEVENTHSIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Obligations held by such Lender bears to the aggregate then outstanding Obligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH" and "FIFTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause "FOURTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FOURTH" and "FIFTH" above in the manner provided in this Section 3.14(b).
Appears in 1 contract
Sources: Credit Agreement (Pediatric Services of America Inc)
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 7.2 (or after the Commitments shall automatically terminate and during the continuance Loans (with accrued interest thereon) and all other amounts under the Credit Documents (including without limitation the maximum amount of an Event all contingent liabilities under Letters of DefaultCredit) shall automatically become due and payable in accordance with the terms of such Section), all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest, and including with respect to any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement is permitted by Section 6.1, any fees, premiums and scheduled periodic payments due under such Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including and the payment or cash collateralization of the outstanding LOC Obligations) , and all obligations owing including with respect to any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement is permitted by the Credit Parties Section 6.1, any breakage, termination or other payments due under such Hedging Agreements permitted hereunderAgreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "”FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses ”THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause ”FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses ”FIFTH” and “SIXTH” above in the manner provided in this Section 2.12(b).
Appears in 1 contract
Sources: Credit Agreement (West Corp)
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent on or any Lender on account in respect of the Obligations (or any other amounts outstanding owing under any of the Credit Documents in connection therewith) shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights and remedies of the Lenders under the Credit Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the LendersDocuments made with respect thereto; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunder); SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTHSIXTH" above; and SEVENTH, to the payment of the surplus, if any, to whoever may the Borrower. In carrying out the foregoing, (i) amounts received shall be lawfully entitled applied in the numerical order provided until exhausted prior to receive such surplus.application to the next succeeding category; and (ii) except
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except to the extent Documents and any such costs arise out of or relate to disputes solely between or among protective advances made by the Administrative Agent and/or with respect to the LendersCollateral under or pursuant to the terms of the Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest and fees on or in including with respect of the Obligationsto any Secured Hedging Agreement any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including including, without limitation, the payment or cash collateralization of the outstanding LOC Obligations) Obligations and all obligations owing payment of the outstanding principal amount arising under any Secured Hedging Agreement, to the extent such Secured Hedging Agreement is permitted by the Credit Parties Section 7.1(e), any breakage, termination or other payments due under such Secured Hedging Agreements permitted hereunderAgreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to the Borrower or whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 3.7. Notwithstanding the foregoing terms of this Section, only Collateral proceeds and payments under the Guaranty (as opposed to ordinary course principal, interest and fee payments hereunder) shall be applied to obligations under any Secured Hedging Agreement.
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contraryAgreement, after the occurrence and during the continuance continuation of an Event of Default, all amounts collected or received by the Administrative any Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation the reasonable attorneys' feesfees and expenses of legal counsel and financial advisors) of the Administrative Agent Agents, the L/C Issuer, the Alternative Rate Lender or any of the Lenders in connection with enforcing the rights of the Agents, the Alternative Rate Lender, the L/C Issuer and the Lenders under the Credit Documents, except ratably among them in proportion to the extent any such costs arise out of or relate amounts described in this clause “FIRST” payable to disputes solely between or among the Administrative Agent and/or the Lendersthem; SECOND, to payment of any fees owed to the Administrative AgentAgents, the Alternative Rate Lender, the L/C Issuer or any Lender, ratably among them in proportion to the amounts described in this clause “SECOND” payable to them; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect accrued interest payable to the Obligations owing to such LenderLenders, except the Alternative Rate Lender and the L/C Issuer hereunder, ratably among them in proportion to the extent any such costs arise out of or relate amounts described in this clause “THIRD” payable to disputes solely between or among the Administrative Agent and/or the Lendersthem; FOURTH, to the payment of all accrued interest and fees on or the Revolving Loans in respect of the Obligationsamount equal to Additional Revolving Loan Amount, ratably among the Lenders in proportion to the amounts described in this clause “FOURTH” payable to them; FIFTH, to the payment of the outstanding principal amount of the Loans and L/C Obligations (including the payment or cash collateralization of and to any principal amounts outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunderbetween a Credit Party and a Lender or an Affiliate of a Lender, ratably among them in proportion to the amounts described in this clause “FIFTH” payable to them; SIXTH, to the Administrative Agent, for the account of the L/C Issuer, to Cash Collateralize that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; SEVENTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "FIFTH" “SIXTH” above, ratably among the holders of such Credit Party Obligations in proportion to the amounts described in this clause “SEVENTH” payable to them; and SEVENTHEIGHTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause “SIXTH” above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Credit Party Obligations, if any, in the order set forth above.
Appears in 1 contract
Sources: Credit Agreement (Oca, Inc. / De /)
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Pledged Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunder); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to the Borrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Revolving Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Revolving Loans and LOC Obligations) of amounts available to be applied pursuant to clauses ‘THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b).
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except and any protective advances made by the Agent with respect to the extent Collateral under or pursuant to the terms of the Collateral Documents, and to reimburse the Lenders for any such costs arise out and expenses of or relate the Agent for which the Lenders have indemnified the Agent pursuant to disputes solely between or among the Administrative Agent and/or the LendersSection 10.5; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunder); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees’ fees of one outside counsel) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees’ fees of one outside counsel (absent dissension among the Lenders or the Administrative Agent and the Lenders) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest (including, without limitation, accrued fees and interest arising under any Hedging Agreement with a Hedging Agreement Provider); FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including including, without limitation, the payment or cash collateralization of the outstanding LOC Obligations) , and all obligations owing by the Credit Parties including with respect to any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreements permitted hereunderAgreement with a Hedging Agreement Provider and any interest accrued thereon); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (ii) each of the Lenders and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, LOC Obligations and obligations payable under all Hedging Agreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above.
Appears in 1 contract
Sources: Credit Agreement (Hyatt Hotels Corp)
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents shall or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Document; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under this Agreement and the Credit Other Documents or otherwise with respect to the Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsObligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Obligations (including the payment or cash collateralization of any outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunderLetters of Credit); SIXTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Other Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Blonder Tongue Laboratories Inc)
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except Documents and any protective advances made by the Agent with respect to the extent any such costs arise out Collateral under or pursuant to the terms of or relate to disputes solely between or among the Administrative Agent and/or the LendersCollateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); FIFTH, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Obligations (including the payment or cash collateralization of outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunder; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FOURTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FOURTH”, “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b).
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunder); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to the Borrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 2.11(b).
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent Agents in connection with enforcing the rights of the Lenders under the Credit Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; SECOND, to payment of any fees owed to the Administrative AgentAgents; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest (including, without limitation, accrued fees and interest arising under any Hedging Agreement with a Hedging Agreement Provider); FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including including, without limitation, (i) the payment or cash collateralization of the outstanding LOC ObligationsObligations and (ii) any breakage, termination or other payments due under a Hedging Agreement with a Hedging Agreement Provider and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunderany interest accrued thereon); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to the Borrower or whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category, (ii) each of the Agents shall receive an amount equal to its pro rata share (based upon the proportion of the amounts described therein held by each Agent) of amounts available to be applied pursuant to clauses “FIRST” and “SECOND” above, and (iii) each of the Lenders and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, LOC Obligations and obligations payable under all Hedging Agreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above.
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or (including without limitation any other amounts outstanding under on account of any of Cash Management Liabilities or Hedge Liabilities), or in respect of the Credit Documents shall Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents, except and any Out-of-Formula Loans and Protective Advances funded by Agent with respect to the extent any such costs arise out Collateral under or pursuant to the terms of or relate to disputes solely between or among the Administrative Agent and/or the Lendersthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations extent owing to such Lender, except Lender pursuant to the extent any such costs arise out terms of or relate to disputes solely between or among the Administrative Agent and/or the Lendersthis Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and fees on or in respect account of the ObligationsSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement (including Cash Management Liabilities and Hedge Liabilities) (including the payment or cash collateralization of any outstanding LOC ObligationsLetters of Credit in accordance with Section 3.2(b) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunder; SIXTHhereof). EIGHTH, to all other Obligations arising under this Agreement (other than Cash Management Liabilities and other obligations Hedge Liabilities) which shall have become due and payable (hereunder, under the Credit Other Documents or otherwise otherwise) and not repaid pursuant to clauses "“FIRST" ” through "FIFTH" “SEVENTH” above; NINTH, to all other Obligations which shall have become due and SEVENTHpayable and not repaid pursuant to clauses “FIRST” through “EIGHTH”; and TENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, and “EIGHTH” above; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH,” “EIGHTH”, and “NINTH” above in the manner provided in this Section 11.5.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (PHI Group, Inc./De)
Allocation of Payments After Event of Default. Notwithstanding --------------------------------------------- any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' feesfees actually incurred) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' feesfees actually incurred) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsObligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Obligations (including the payment or cash collateralization of outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunder; SIXTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above.
Appears in 1 contract
Sources: Revolving Credit Agreement (Wells Real Estate Investment Trust Inc)
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Pledged Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunder); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to the Borrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Revolving Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Revolving Loans and LOC Obligations) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b).
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Loan Documents shall or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing its rights and the rights of Secured Parties under this Agreement and the Lenders under the Credit Documents, except other Loan Documents and any protective advances made by Agent with respect to the extent any such costs arise out Collateral under or pursuant to the terms of or relate to disputes solely between or among the Administrative Agent and/or the Lendersthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations extent owing to such Lender, except Lender pursuant to the extent any such costs arise out terms of or relate to disputes solely between or among the Administrative Agent and/or the Lendersthis Agreement; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsObligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Obligations (including the payment or cash collateralization of any outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunderLetters of Credit); SIXTH, to all other Obligations and other obligations which shall that have become due and payable under the Credit Loan Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5. ARTICLE XXXIV
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Virco MFG Corporation)
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement or any Other Document to the contrary, subject to the terms of the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any in respect of the Credit Documents Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees’ fees and expenses) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; SECOND, to payment of any fees all fees, indemnities, expenses and other amounts owed to Agent (including reasonable attorneys’ fees and expenses) to the Administrative Agentextent not included in clause FIRST above; THIRD, ratably, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) and indemnities of each of the Delayed Draw Term Loan Lenders in connection with enforcing its rights under and the Credit Documents or otherwise with respect to the Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the InitialSenior Term Loan Lenders; FOURTH, ratably, to the payment of all Obligations with respect to the Delayed DrawSenior Term Loans arising under this Agreement and the Other Documents consisting of accrued fees and interest and fees on or in with respect of to the ObligationsDelayed DrawSenior Term Loans; FIFTH, ratably, to the payment of the outstanding principal amount of the Obligations (including with respect to the payment or cash collateralization of outstanding LOC Obligations) Delayed DrawSenior Term Loans and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunderany MOIC Amount; SIXTH, ratably, to all other Obligations and other obligations with respect to the Delayed DrawSenior Term Loans arising under this Agreement, under the Other Documents or otherwise which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; SEVENTH, to the payment of all Obligations with respect to the Initial Term Loan arising under this Agreement and SEVENTHthe Other Documents consisting of accrued fees and interest with respect to the Initial Term Loan; TENTH, to the payment of all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) of each of the Fourth Amendment Lenders to the extent owing to such Fourth Amendment Lenders pursuant to the terms of this Agreement; ELEVENTHEIGHTH, to the payment of all Obligations on account of or related to the Fourth Amendment Loan arising under this Agreement and the Other Documents consisting of accrued fees and interest; TWELFTHNINTH, to the payment of the outstanding principal amount of the Obligations on account of or related to the Fourth Amendment Loan; THIRTEENTHTENTH, to all other Obligations on account of or related to the Fourth Amendment Loan arising under this Agreement, under the Other Documents or otherwise which shall have become due and payable and not repaid pursuant to clauses “TENTHSEVENTH” through “TWELFTHNINTH” above; FOURTEENTHELEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Delayed Draw Term Loan Lenders and the InitialSenior Term Loan Lenders shall receive an amount equal to its pro rata share (based on the proportion that then outstanding Delayed DrawSenior Term Loans and the Initial Term Loan held by such Lender bears to the aggregate then outstanding Delayed DrawSenior Term Loans and Initial Term Loan of all Senior Term Loan Lenders) of amounts available to be applied pursuant to clause “THIRD” above, (iii) each of the Delayed DrawSenior Term Loan Lenders shall receive an amount equal to its pro rata share (based on the proportion that then outstanding Delayed DrawSenior Term Loans held by such Senior Term Loan Lender bears to the aggregate then outstanding Delayed DrawSenior Term Loans of all Delayed DrawSenior Term Loan Lenders) of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above, and (iiiii ) each of the Initial Term LoanFourth Amendment Lenders shall receive an amount equal to its pro rata share (based on the proportion that then outstanding Initial TermFourth Amendment Loan held by such Fourth Amendment Lender bears to the aggregate then outstanding the Initial Term LoanFourth Amendment Loans of all Initial Term LoanFourth Amendment Lenders) of amounts available to be applied pursuant to clauses “SEVENTH”, “EIGHTH”, and “NINTH” above and (iii) each of the Fourth Amendment Lenders shall receive an amount equal to its pro rata share (based on the proportion that then outstanding Fourth Amendment Loan held by such Fourth Amendment Lender bears to the aggregate then outstanding Fourth Amendment Loans of all Fourth Amendment Lenders) of amounts available to be applied pursuant to clauses “TENTH”, “ELEVENTH”, “TWELFTH” and “THIRTEENTH“TENTH” above.
Appears in 1 contract
Sources: Term Loan Credit and Security Agreement (Quantum Corp /De/)
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations; FIFTH, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Obligations (including the payment or cash collateralization of outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunder; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above.
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding --------------------------------------------- any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except Documents and any protective advances made by the Agent with respect to the extent any such costs arise out Collateral under or pursuant to the terms of or relate to disputes solely between or among the Administrative Agent and/or the LendersCollateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations) and all obligations owing by Obligations but excluding Credit Party Obligations to the Credit Parties extent they consist of Obligations under Hedging Agreements permitted hereunderAgreements); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; SEVENTH, to all Credit Party Obligations consisting of Obligations under Hedging Agreements ;and SEVENTHEIGHTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest (including, without limitation, accrued fees and interest arising under any Hedging Agreement with a Hedging Agreement Provider); FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including including, without limitation, (i) the payment or cash collateralization of the outstanding LOC ObligationsObligations and (ii) any breakage, termination or other payments due under a Hedging Agreement with a Hedging Agreement Provider and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunderany interest accrued thereon); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.and
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Borrower's Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except Documents and any protective advances made by the Agent with respect to the extent any such costs arise out Collateral under or pursuant to the terms of or relate to disputes solely between or among the Administrative Agent and/or the LendersCollateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Borrower's Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsBorrower's Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Obligations (including the payment or cash collateralization of outstanding LOC Borrower's Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunder; SIXTH, to all other Borrower's Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above.
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or (including without limitation any other amounts outstanding under on account of any of Commodity Hedge Liabilities, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities), or in respect of the Credit Documents Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) that portion of the Administrative Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Agent in connection with enforcing its capacity as such, the rights Issuer in its capacity as such and PNC in its capacity as a lender of Swing Loans, ratably among the Lenders under Agent, the Credit Documents, except Issuer and PNC (as the lender of Swing Loans) in proportion to the extent any such costs arise out of or relate respective amounts described in this clause First payable to disputes solely between or among the Administrative Agent and/or the Lendersthem; SECOND, to the payment of any fees owed that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Administrative AgentLenders under this Agreement and the Other Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; THIRD, to the payment of all reasonable that portion of the Obligations constituting accrued and documented out-of-pocket costs unpaid interest on the Loans (other than the Term Loan) and expenses (including without limitationReimbursement Obligations, reasonable attorneys' fees) of each of ratably among the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect proportion to the Obligations owing respective amounts described in this clause Third payable to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lendersthem; FOURTH, to the payment of all accrued interest and fees on or in respect that portion of the Obligations constituting unpaid principal of the Loans (other than the Term Loan) and Reimbursement Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth payable to them and payment to the Agent for the account of the Issuer, to cash collateralize any undrawn amounts under outstanding Letters of Credit; FIFTH, to the payment of the outstanding principal amount that portion of the Obligations (including constituting accrued and unpaid interest on the payment or cash collateralization of outstanding LOC Obligations) and all obligations owing by Term Loan, among the Credit Parties under Hedging Agreements permitted hereunderapplicable Lenders ratably based on each such Lender’s Term Loan Commitment Percentage in proportion to the respective amounts described in this clause Fifth payable to them; SIXTH, to all other the payment of that portion of the Obligations and other obligations which shall have become due and constituting unpaid principal of the Term Loan, among the applicable Lenders ratably based on each such Lender’s Term Loan Commitment Percentage in proportion to the respective amounts described in this clause Sixth payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" abovethem; and SEVENTH, to the payment obligations then owing under Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, Lender Provided Commodity ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuer, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, Lender Provided Commodity ▇▇▇▇▇▇, and Other Lender Provided Financial Service Products, in proportion to the surplusrespective amounts described in this clause Fifth held by them; and LAST, the balance, if any, to whoever may the Loan Parties or as required by Law. In carrying out the foregoing, (i) amounts received shall be lawfully entitled applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Commodity Hedge Liabilities, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities held by such surplusLender bears to the aggregate then outstanding Advances, Commodity Hedge Liabilities, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities) of amounts available to be applied pursuant to this Section 11.5; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5.
20. Clause (b) of Section 16.2 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Allegheny Technologies Inc)
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or (including without limitation any other amounts outstanding under any of the Credit Other Documents shall ), or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Documents, except Other Documents and any protective advances made by the Agent with respect to the extent any such costs arise out Collateral under or pursuant to the terms of or relate to disputes solely between or among the Administrative Agent and/or the Lendersthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations extent owing to such Lender, except Lender pursuant to the extent any such costs arise out terms of or relate to disputes solely between or among the Administrative Agent and/or the Lendersthis Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and fees on or in respect account of the ObligationsSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all of the Obligations consisting of accrued fees and interest with respect to the Advances (other than interest on the Swing Loans) or otherwise provided for in this Agreement or the Other Documents; SEVENTH, to the payment of the outstanding principal amount of the Advances (other than the Swing Loans), including the payment or cash collateralization of any outstanding LOC ObligationsLetters of Credit in accordance with Section 3.2(b) hereof, and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunderHedge Liabilities; SIXTHEIGHTH, to all other Obligations and other obligations provided for in this Agreement or the Other Documents or otherwise which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "FIFTH" “SEVENTH” above; , and SEVENTHNINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its Ratable Share of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH” and “EIGHTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent as cash collateral as provided for in Section 3.2(b) hereof and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH” and “EIGHTH” above in the manner provided in this Section 11.5.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (UniTek Global Services, Inc.)
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement Agreement, to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Borrower's Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except Documents and any protective advances made by the Agent with respect to the extent any such costs arise out Collateral under or pursuant to the terms of or relate to disputes solely between or among the Administrative Agent and/or the LendersCollateral Documents; SECOND, to payment of any fees owed to the Administrative AgentAgent or the Issuing Lender; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses expenses, (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Borrower's Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsBorrower's Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Borrower's Obligations (including the payment or cash collateralization of the outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunder); SIXTH, to all other Borrower's Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC
Appears in 1 contract
Sources: Credit Agreement (Genicom Corp)
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except Documents and any protective advances made by the Agent with respect to the extent any such costs arise out Collateral under or pursuant to the terms of or relate to disputes solely between or among the Administrative Agent and/or the LendersCollateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunder); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b).
Appears in 1 contract
Sources: Credit Agreement (Benihana Inc)
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contraryAgreement, after the occurrence and during the continuance continuation of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender from the Borrower or any of its Subsidiaries on account of the Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation the reasonable attorneys' feesfees and expenses of legal counsel) of the Administrative Agent Agent, the L/C Issuers or any of the Lenders in connection with enforcing the rights of the Administrative Agent, the L/C Issuers and the Lenders under the Credit DocumentsDocuments against the Borrower, except ratably among them in proportion to the extent any such costs arise out of or relate amounts described in this clause “FIRST” payable to disputes solely between or among the Administrative Agent and/or the Lendersthem; SECOND, to payment of any fees owed to the Administrative Agent, the L/C Issuers or any Lender by the Borrower, ratably among them in proportion to the amounts described in this clause “SECOND” payable to them; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of accrued interest payable to the Lenders and the L/C Issuers hereunder by the Borrower, ratably among them in connection with enforcing its rights under the Credit Documents or otherwise with respect proportion to the Obligations owing amounts described in this clause “THIRD” payable to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lendersthem; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Revolving Loans and L/C Obligations (including of the payment or cash collateralization Borrower, ratably among them in proportion to the amounts described in this clause “FOURTH” payable to them; FIFTH, to the Administrative Agent, for the account of outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunderL/C Issuers, to Cash Collateralize that portion of the L/C Obligations of the Borrower comprised of the aggregate undrawn amount of Letters of Credit; SIXTH, to all other Borrower Obligations and other obligations of the Borrower which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause “SIXTH” payable to them; and SEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause “FIFTH” above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Borrower Obligations of the Borrower, if any, in the order set forth above.
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to or the contraryNew Credit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except Documents and any protective advances made by the Agent with respect to the extent any such costs arise out Collateral under or pursuant to the terms of or relate to disputes solely between or among the Administrative Agent and/or the LendersCollateral Documents; SECOND, to payment of any fees owed to the Administrative Agent in its capacity as an Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses expenses, (including including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the LendersDocuments; FOURTH, to the payment of all accrued fees and interest payable to the Lenders hereunder and fees on or in respect of under the ObligationsNew Credit Agreement; FIFTH, to the payment of the outstanding principal amount of the Obligations (including the payment or cash collateralization of Loans, and to any principal amounts outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunderAgreements, pro rata, as set forth below; SIXTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.
Appears in 1 contract
Sources: Credit Agreement (Chattem Inc)
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contraryAgreement, after the occurrence and during the continuance continuation of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender from the Borrower or any of its Subsidiaries on account of the Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation the reasonable attorneys' feesfees and expenses of legal counsel) of the Administrative Agent Agent, the L/C Issuer or any of the Lenders in connection with enforcing the rights of the Administrative Agent, the L/C Issuer and the Lenders under the Credit DocumentsDocuments against the Borrower, except ratably among them in proportion to the extent any such costs arise out of or relate amounts described in this clause “FIRST” payable to disputes solely between or among the Administrative Agent and/or the Lendersthem; SECOND, to payment of any fees owed to the Administrative Agent, the L/C Issuer or any Lender by the Borrower, ratably among them in proportion to the amounts described in this clause “SECOND” payable to them; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of accrued interest payable to the Lenders and the L/C Issuer hereunder by the Borrower, ratably among them in connection with enforcing its rights under the Credit Documents or otherwise with respect proportion to the Obligations owing amounts described in this clause “THIRD” payable to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lendersthem; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Revolving Loans and L/C Obligations (including of the payment or cash collateralization Borrower, ratably among them in proportion to the amounts described in this clause “FOURTH” payable to them; FIFTH, to the Administrative Agent, for the account of outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunderL/C Issuer, to Cash Collateralize that portion of the L/C Obligations of the Borrower comprised of the aggregate undrawn amount of Letters of Credit; SIXTH, to all other Borrower Obligations and other obligations of the Borrower which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause “SIXTH” payable to them; and SEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause “FIFTH” above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Borrower Obligations of the Borrower, if any, in the order set forth above.
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 7.2 (or after the Commitments shall automatically terminate and during the continuance Loans (with accrued interest thereon) and all other amounts under the Credit Documents (including without limitation the maximum amount of an Event all contingent liabilities under Letters of DefaultCredit) shall automatically become due and payable in accordance with the terms of such Section), all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except to the extent Documents and any such costs arise out of or relate to disputes solely between or among protective advances made by the Administrative Agent and/or with respect to the LendersCollateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest, and including with respect to any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement is permitted by Section 6.1, any fees, premiums and scheduled periodic payments due under such Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including and the payment or cash collateralization of the outstanding LOC Obligations) , and all obligations owing including with respect to any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement is permitted by the Credit Parties Section 6.1, any breakage, termination or other payments due under such Hedging Agreements permitted hereunderAgreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.
Appears in 1 contract
Sources: Credit Agreement (West Corp)
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement or any Other Document to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any in respect of the Credit Documents Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees’ fees and expenses) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; SECOND, to payment of any fees all fees, indemnities, expenses and other amounts owed to Agent (including reasonable attorneys’ fees and expenses) to the Administrative Agentextent not included in clause FIRST above; THIRD, ratably, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) and indemnities of each of the Delayed Draw Term Loan Lenders in connection with enforcing its rights under (other than the Credit Documents or otherwise with respect Fourth Amendmentand the Initial Term Loan Lenders) to the Obligations extent owing to such Lender, except Lender that is not a Fourth Amendment Lender pursuant to the extent any such costs arise out terms of or relate to disputes solely between or among the Administrative Agent and/or the Lendersthis Agreement; FOURTH, to the payment of all Obligations (other than Obligations on account of or related to the Fourth Amendment Loan)with respect to the Delayed Draw Term Loans arising under this Agreement and the Other Documents consisting of accrued fees and interest and fees on or in with respect of to the ObligationsDelayed Draw Term Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations (including other than Obligations on account of or related to the payment or cash collateralization of outstanding LOC ObligationsFourth Amendment Loan) and all obligations owing by any Prepayment Premium (solely to the Credit Parties under Hedging Agreements permitted hereunderextent not payable on account of the Fourth Amendment Loan);with respect to the Delayed Draw Term Loans and any MOIC Amount; SIXTHSIXTHNINTH, to all other Obligations and (other obligations than Obligations on account of or related to the Fourth Amendmentwith respect to the Initial Term Loan) arising under this Agreement, under the Other Documents or otherwise which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" “FIRSTSEVENTH ” through "FIFTH" “FIFTHEIGHTH ” above; SEVENTHTENTH, to the payment of all reasonable and SEVENTHdocumented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) of each of the Fourth Amendment Lenders to the extent owing to such Fourth Amendment Lenders pursuant to the terms of this Agreement; EIGHTHELEVENTH, to the payment of all Obligations on account of or related to the Fourth Amendment Loan arising under this Agreement and the Other Documents consisting of accrued fees and interest; NINTHTWELFTH, to the payment of the outstanding principal amount of the Obligations on account of or related to the Fourth Amendment Loan and any Prepayment Premium to the extent payable on account of the Fourth Amendment Loan; TENTHTHIRTEENTH, to all other Obligations on account of or related to the Fourth Amendment Loan arising under this Agreement, under the Other Documents or otherwise which shall have become due and payable and not repaid pursuant to clauses “SEVENTHTENTH ” through “NINTHTWELFTH ” above; ELEVENTHFOURTEENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.
Appears in 1 contract
Sources: Term Loan Credit and Security Agreement (Quantum Corp /De/)
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contraryAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative an Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent Agents or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents, except Documents and any protective advances made by the Agents or any of the Lenders with respect to the extent any such costs arise out Collateral under or pursuant to the terms of or relate to disputes solely between or among the Administrative Agent and/or the LendersCollateral Documents; SECOND, to payment of any fees owed to an Agent, the Administrative AgentIssuing Lender or any Lender; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of accrued interest payable to the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Obligations (including the payment or cash collateralization of outstanding LOC Obligations) hereunder and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunder; SIXTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through and "FIFTHSECOND" above; FOURTH, to the payment of the outstanding principal amount of the Loans and SEVENTHunreimbursed drawings under Letters of Credit, to the payment or cash collateralization of the outstanding LOC Obligations, pro rata as set forth below; FIFTH, to any principal amounts outstanding under Hedging Agreements between a Credit Party and a Lender, pro rata, as set forth below; and SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, LOC Obligations and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, LOC Obligations and obligations under Hedging Agreements) of amounts available to be applied; and (c) to the extent that any amounts available for distribution pursuant to clause "FOURTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FOURTH," and "FIFTH" above in the manner provided in this Section 9.3. -81- 88
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of DefaultDefault and upon the exercise of remedies in accordance with Section 9.2, all amounts collected or received by the Administrative Agent on or any Lender on account in respect of the Obligations (or any other amounts outstanding owing under any of the Credit Documents or other documentation in respect of the Obligations in connection therewith) shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights and remedies of the Lenders Banks under the Credit Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the LendersDocuments made with respect thereto; SECOND, to payment of any fees owed to the Administrative AgentAgent in its capacity as such under the Credit Documents; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the LendersBank; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Obligations hereunder (including the payment or cash collateralization of the outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunder); SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to whoever may the Borrowers. In carrying out the foregoing, (i) amounts received shall be lawfully entitled applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) except as otherwise provided, the Banks shall receive amounts ratably in accordance with their respective pro rata share (based on the proportion that the then outstanding Obligations held by such surplusBanks bears to the aggregate amount of the Obligations then outstanding) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Bank for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FOURTH”, “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b).
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender Collateral Agent on account of the Obligations (including without limitation any amounts on account of any Hedge Liabilities), or any other amounts outstanding under any in respect of the Credit Documents Collateral shall be paid over or delivered delivered, subject to the Intercreditor Agreement, as follows: :
(a) Prior to the occurrence of a Collateral Event, FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent and Collateral Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit other Loan Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; SECOND, to payment of any fees owed to the Administrative Agent and Collateral Agent; THIRD, to the payment of all reasonable out-of-pocket fees, costs and documented expenses (including reasonable attorneys’ fees) of each of the Lenders to the extent owing to such Lender pursuant to the terms of this Agreement; FOURTH, to the payment of all Obligations consisting of accrued interest and the applicable Prepayment Premium, Specified Prepayment Premium, Special Voluntary Prepayment Applicable Prepayment, as the case may be, with respect to the Tranche B Term Loans, if any; FIFTH, to the payment of all Obligations consisting of accrued interest and the applicable Prepayment Premium, Specified Prepayment Premium, Special Voluntary Prepayment Applicable Prepayment, as the case may be, with respect to the Tranche A Term Loans, if any SIXTH, to the payment of the outstanding principal amount of the Tranche B Term Loans; SEVENTH, to the payment of the outstanding principal amount of the Tranche A Term Loans; EIGHTH, to all other Obligations arising under this Agreement (including any Foreign Currency Hedge Liabilities and Interest Rate Hedge Liabilities) which shall have become due and payable (hereunder, under the other Loan Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “SEVENTH” above; and NINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus; and
(b) upon and following the occurrence of a Collateral Event, FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of Administrative Agent and Collateral Agent in connection with enforcing its rights and the rights of Lenders under this Agreement and the other Loan Documents; SECOND, to payment of any fees owed to Administrative Agent and Collateral Agent; THIRD, to the payment of all reasonable out-of-pocket fees, costs and expenses (including reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations extent owing to such Lender, except Lender pursuant to the extent any such costs arise out terms of or relate to disputes solely between or among the Administrative Agent and/or the Lendersthis Agreement; FOURTH, to the payment of all Obligations consisting of accrued interest and fees on or in the applicable Prepayment Premium, Specified Prepayment Premium, Special Voluntary Prepayment Applicable Prepayment, as the case may be, with respect of to the ObligationsLoans, if any; FIFTH, to the payment of the outstanding principal amount of the Obligations (including the payment or cash collateralization of outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunderLoans; SIXTH, to all other Obligations arising under this Agreement (including any Foreign Currency Hedge Liabilities and other obligations Interest Rate Hedge Liabilities) which shall have become due and payable (hereunder, under the Credit other Loan Documents or otherwise otherwise) and not repaid pursuant to clauses "“FIRST" ” through "FIFTH" “SIXTH” above; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category, (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) (x) an amount equal to its pro rata share (based on the proportion that the then outstanding applicable Loans held by such Lender bears to the aggregate then outstanding applicable Loans) of amounts available to be applied, prior to the occurrence of a Collateral Event, pursuant to clauses “FOURTH”, “FIFTH”, “SIXTH”, and “SEVENTH” of paragraph (a) above and, upon and following the occurrence of a Collateral Event, pursuant to clauses “FOURTH” and “FIFTH” of paragraph (b) above, and (y) an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, Foreign Currency Hedge Liabilities and Interest Rate Hedge Liabilities held by such Lender bears to the aggregate then outstanding Loans, Foreign Currency Hedge Liabilities and Interest Rate Hedge Liabilities) of amounts available to be applied, prior to the occurrence of a Collateral Event, pursuant to clause “EIGHTH” of paragraph (a) above and, on and following the occurrence of a Collateral Event, pursuant to clause “SIXTH” of paragraph (b) above and (iii) notwithstanding anything to the contrary in this Section 10.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guarantee (including sums received as a result of the exercise of remedies with respect to such Guarantee) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 10.5.
Appears in 1 contract
Sources: Term Loan Credit and Guaranty Agreement (New Enterprise Stone & Lime Co., Inc.)
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest and fees on or in including with respect of the Obligationsto any Hedging Agreement between any Credit Party and any Hedging Agreement Provider, any fees, premiums and scheduled periodic payments due under such Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including including, without limitation, the payment or cash collateralization of the outstanding LOC Obligations) Obligations and all obligations owing payment of the outstanding principal amount arising under any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement is permitted by the Credit Parties Section 7.1(e), any breakage, termination or other payments due under such Hedging Agreements permitted hereunderAgreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above and (iii) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 3.7. Notwithstanding the foregoing terms of this Section 3.7, only payments under the Guaranty with respect to Hedging Agreements with a Hedging Agreement Provider shall be applied to obligations under any Hedging Agreement.
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an any Event of DefaultDefault under Section 8.01(a) or after the exercise of any of the remedies provided under Section 8.02 (or after the occurrence of any Event of Default specified in Section 8.01(e) and the automatic occurrence of the events specified in the first sentence of the final paragraph in Section 8.02), all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Senior Credit Documents Obligations, shall be paid over or delivered as followsapplied in the following order: FIRST, to the payment of all reasonable and documented out-of-pocket that portion of the Senior Credit Obligations constituting fees, indemnities, costs and expenses (including without limitation reasonable attorneys' feesAttorney Costs and other amounts payable under Article III) of payable to the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except proportion to the extent any such costs arise out of or relate amounts described in this clause FIRST payable to disputes solely between or among the Administrative Agent and/or the Lendersthem; SECOND, to the payment of any fees owed that portion of the Senior Credit Obligations constituting fees, indemnities, costs and expenses (including Attorney Costs and other amounts payable under Article III) payable to Lenders holding the Tranche B Term Loans and Revolving Commitments and/or Revolving Loans, Letters of Credit, Swingline Loans and Participation Interests in outstanding Swingline Loans and Letters of Credit (to the Administrative Agentextent such Participation Interests have been funded), ratably among them in proportion to the amounts described in this clause SECOND payable to them; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each that portion of the Lenders Senior Credit Obligations constituting unpaid interest on the Tranche B Term Loans, the Revolving Loans (for purposes of clarification, including unreimbursed obligations arising from drawings under Letters of Credit which have become Revolving Loans), the Swingline Loans and Participation Interests in connection with enforcing its rights under the outstanding Swingline Loans and Letters of Credit Documents or otherwise with respect to the Obligations owing to such Lender, except (to the extent any such costs arise out of or relate Participation Interests have been funded), ratably to disputes solely between or among the Administrative Agent and/or Lenders holding such Senior Credit Obligations in proportion to the Lenders; FOURTH, respective amounts described in this clause THIRD payable to them;
(i) to the payment of all accrued interest and fees on or in respect that portion of the ObligationsSenior Credit Obligations constituting unpaid principal on the Tranche B Term Loans, the Revolving Loans (for purposes of clarification, including unreimbursed obligations arising from drawings under Letters of Credit which have become Revolving Loans), the Swingline Loans and any Participation Interests in outstanding Swingline Loans and Letters of Credit (to the extent such Participation Interests have been funded), ratably to the Lenders holding such Senior Credit Obligations in proportion to the respective amounts described in this clause (i) to this clause FOURTH payable to them and (ii) to payment of that portion of the Senior Credit Obligations constituting amounts owing under or with respect to Secured Lender Hedging Agreements and Secured Cash Management Agreements ratably among the Lender or Affiliate thereof who entered into the Secured Lender Hedging Agreement and the Secured Cash Management Bank in proportion to the respective amounts described in this clause "FOURTH" held by them; FIFTH, to the payment Administrative Agent for the account of the outstanding principal Issuing Lender, to cash collateralize that portion of the Letters of Credit comprised of the aggregate undrawn amount of the Obligations (including the payment or cash collateralization Letters of outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunderCredit; SIXTH, to all other amounts owing with respect to the Senior Credit Obligations constituting the Tranche B Term Debt, Revolver Debt and other obligations any remaining debt under Secured Lender Hedging Agreements and Secured Cash Management Agreements which shall not have become due and payable under the Credit Documents or otherwise and not repaid been paid pursuant to clauses "FIRST" through "FIFTH" above, ratably among them in proportion to any such amounts payable to them pursuant to this clause SIXTH; and SEVENTH, the balance, if any after all the Senior Credit Obligations have indefeasibly been paid in full, to the payment Borrower or as otherwise required by law. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) to the extent that any amounts available for distribution pursuant to clause FIFTH above are attributed to the issued but undrawn Letters of Credit, such amounts shall be held by the surplusAdministrative Agent in a cash collateral account pursuant to Section 2.02(k) and shall be applied to satisfy drawings under the Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Senior Credit Obligations, if any, in the order set forth above. Notwithstanding the foregoing provisions of this Section 3.14(b), amounts on deposit in a Prepayment Account for any Class of Loans upon the occurrence of any Event of Default shall be applied, first, to whoever may be lawfully entitled pay Loans of such Class and, second, after all the Loans of such Class have been paid in full, to receive such surplusthe other Senior Credit Obligations in the manner provided in this Section 3.14(b).
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Pledged Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunder); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above; and SEVENTH, to the payment of the surplus, if any, to the Borrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b).
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except Documents and any protective advances made by the Agent with respect to the extent any such costs arise out Collateral under or pursuant to the terms of or relate to disputes solely between or among the Administrative Agent and/or the LendersCollateral Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations) and all obligations owing by Obligations but excluding Credit Party Obligations to the Credit Parties extent they consist of Obligations under Hedging Agreements permitted hereunderAgreements); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; SEVENTH, to all Credit Party Obligations consisting of Obligations under Hedging Agreements; and SEVENTHEIGHTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 3.15(b).
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Guaranteed Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent Lender and/or the Lenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent Lender and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations; FIFTH, to the payment of the outstanding principal amount of the Guaranteed Obligations (including the payment or cash collateralization of outstanding LOC Obligations) and all obligations owing by the Credit Parties under Hedging Agreements permitted hereunder); SIXTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.
Appears in 1 contract
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or (including without limitation any other amounts outstanding under on account of any of Cash Management Liabilities or Hedge Liabilities), or in respect of the Credit Documents shall Collateral may, at Agent’s discretion, be paid over or delivered as follows, and after an Application Event, will be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' ’ fees) of Agent payable under this Agreement and the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Other Documents, except and any Out-of-Formula Loans and Protective Advances funded by Agent with respect to the extent any such costs arise out Collateral under or pursuant to the terms of or relate to disputes solely between or among the Administrative Agent and/or the Lendersthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' ’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations extent owing to such Lender, except Lender pursuant to the extent any such costs arise out terms of or relate to disputes solely between or among the Administrative Agent and/or the Lendersthis Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest and fees on or in respect account of the ObligationsSwing Loans; FIFTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities), including the payment or cash collateralization of any outstanding LOC Obligations) and all obligations owing by the Letters of Credit Parties under Hedging Agreements permitted hereunder; SIXTHin accordance with Section 3.2(b). EIGHTH, to all other Obligations arising under this Agreement (other than Cash Management Liabilities and other obligations Hedge Liabilities) which shall have become due and payable (hereunder, under the Credit Other Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “SEVENTH” above; NINTH, to any Cash Management Liabilities and Hedge Liabilities owing to Agent which shall have become due and payable or otherwise and not repaid pursuant to clauses "Clauses “FIRST" ” through "FIFTH" “EIGHTH” above; and SEVENTHTENTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “NINTH”; and ELEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “TENTH” above; and, with respect to clause “NINTH” above, an amount equal to its pro rata share (based on the proportion that the then outstanding Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Cash Management Liabilities and Hedge Liabilities); and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section3.2(b) and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH,” “EIGHTH”, “NINTH”, and “TENTH” above in the manner provided in this Section 11.5.
Appears in 1 contract
Sources: Revolving Credit, Term Loan, Guaranty and Security Agreement (Dril-Quip Inc)
Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender, except to the extent any such costs arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the ObligationsCredit Party Obligations consisting of accrued fees and interest (including, without limitation, accrued fees and interest arising under any Hedging Agreement with a Hedging Agreement Provider; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including including, without limitation, the payment or cash collateralization of the outstanding LOC Obligations) , and all obligations owing by the Credit Parties including with respect to any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreements permitted hereunderAgreement with a Hedging Agreement Provider and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.
Appears in 1 contract