Payment Waterfall. Notwithstanding any other provision in this Agreement or any other Loan Document to the contrary: (a) Whenever the Borrower (or any Guarantor) pays or is required to make payments on the Obligations, or whenever any Lender receives (and such funds were not received from the Administrative Agent in accordance with the priorities established by this Section 3.03) or has the right to receive funds to be applied to the Obligations (whether in bankruptcy, pursuant to Section 4.05, or otherwise), or whenever the Administrative Agent holds proceeds of collection or other funds to be applied to the Obligations, in each case whether before or after maturity (and notwithstanding any bankruptcy, insolvency, or any other proceeding), such payments shall be made and such proceeds and other funds shall be applied in the following order of priority: (i) first, to reimbursements of expenses and payment of indemnities due and owing at the time in question to the Administrative Agent or the Lenders under this Agreement and the other Loan Documents; (ii) second, to accrued interest (including, without limitation, interest which may accrue subsequent to Borrower or any Guarantor becoming subject to any state or federal debtor-relief statute), fees, and principal then due and owing to the Lenders (whether such principal is due and owing at maturity, due to acceleration, or due to a reduction in the Borrowing Base, or for any reason), together with any payments then due and owing to the Lenders or their Affiliates under Hedging Agreements permitted hereunder; (iii) third, to the extent expressly required at such time under Section 2.10(b), to serve as cash collateral to be held by the Administrative Agent to secure the LC Exposure; (iv) fourth, to the prepayment of principal on the Loans until they are paid in full; (v) fifth, to the pro rata payment of all other Obligations; and (vi) last, any excess shall be paid to the Borrower or as otherwise required by any Governmental Requirement. (b) Payments must be made in accordance with the foregoing order of priority whether or not the Borrower provides sufficient funds to make all payments due on the Obligations at the time in question, but compliance with such order of priority does not relieve the Borrower of its duty to make all payments of the Obligations whenever they become due and any breach of such duty shall constitute an Event of Default or Default as provided in Section 10.01. (c) Should any Lender receive any funds to be applied to the Obligations from any source whatsoever (whether in bankruptcy, pursuant to Section 4.05, or otherwise) and such funds have not been distributed to the Lenders in accordance with the provisions of this Section 3.03, such funds shall immediately be paid to the Administrative Agent who shall distribute such funds in accordance with the provisions of this Section 3.03. The Lenders grant to the Administrative Agent the right to enforce, collect and receive any such payment or distribution and to give releases or acquittances therefor, subject, however to the express provisions contained in this Agreement permitting all or certain Lenders to direct the Administrative Agent to act or refrain from acting; provided, however, that nothing contained in this section shall prohibit the Lenders from suing for collections of principal on the Notes at maturity or for collection of interest on the Notes provided that the Administrative Agent has not already commenced such suits, and provided that the Lenders have the right to bring such suits under the provisions of this Agreement including, without limitation, all provisions under Section 10.02; provided that if any sums are collected by any of the Lenders, they will be paid to the Administrative Agent for payment and distribution in accordance with Section 3.03.
Appears in 2 contracts
Sources: Credit Agreement (Callon Petroleum Co), Credit Agreement (Callon Petroleum Co)
Payment Waterfall. Notwithstanding any other provision in this Agreement or any other Loan Document to the contrary:
(a) Whenever the Borrower (or any Guarantor) pays or is required to make payments on the Obligations, or whenever any Lender receives (and such funds were not received from the Administrative Agent in accordance with the priorities established by this Section 3.03) or has the right to receive funds to be applied to the Obligations (whether in bankruptcy, pursuant to Section 4.05, or otherwise), or whenever the Administrative Agent holds proceeds of collection or other funds to be applied to the Obligations, in each case whether before or after maturity (and notwithstanding any bankruptcy, insolvency, or any other proceeding), such payments shall be made and such proceeds and other funds shall be applied in the following order of priority:
(i) first, to reimbursements of expenses and payment of indemnities due and owing at the time in question to the Administrative Agent or the Tranche A Lenders under this Agreement and the other Loan Documents;
(ii) second, to accrued interest (including, without limitation, interest which may accrue subsequent to Borrower or any Guarantor becoming subject to any state or federal debtor-relief statute), fees, and principal then due and owing to the Tranche A Lenders (whether such principal is due and owing at maturity, due to acceleration, or due to a reduction in the Borrowing Base, or for any reason), together with any payments then due and owing to the Tranche A Lenders or their Affiliates under Hedging Agreements permitted hereunder;
(iii) third, to the extent expressly required at such time under Section 2.10(b), to serve as cash collateral to be held by the Administrative Agent to secure the LC Exposure;
(iv) fourth, to reimbursements of expenses and payment of indemnities then due and owing to the Tranche B Lenders under this Agreement and the other Loan Documents;
(v) fifth, to accrued interest (including, without limitation, interest which may accrue subsequent to Borrower or any Guarantor becoming subject to any state or federal debtor-relief statute) and fees then due and owing to the Tranche B Lenders, together with any prepayments of principal on the Tranche B Loans that have been approved by the Tranche A Majority Lenders (whether under Section 2.07 or otherwise);
(vi) sixth, to the prepayment of principal on the Tranche A Loans until they are paid in full;
(vvii) fifthseventh, to the payment or prepayment of principal on the Tranche B Loans until they are paid in full;
(viii) eighth, to the pro rata payment of all other Obligations; and
(viix) last, any excess shall be paid to the Borrower or as otherwise required by any Governmental Requirement.
(b) Payments must be made in accordance with the foregoing order of priority whether or not the Borrower provides sufficient funds to make all payments due on the Obligations at the time in question, but compliance with such order of priority does not relieve the Borrower of its duty to make all payments of the Obligations whenever they become due and any breach of such duty shall constitute an Event of Default or Default as provided in Section 10.01.
(c) Should any Lender receive any funds to be applied to the Obligations from any source whatsoever (whether in bankruptcy, pursuant to Section 4.05, or otherwise) and such funds have not been distributed to the Lenders in accordance with the provisions of this Section 3.03, such funds shall immediately be paid to the Administrative Agent who shall distribute such funds in accordance with the provisions of this Section 3.03. Without in any manner limiting the generality of the foregoing, if any petition is filed or any proceeding is instituted by or against Borrower or any Guarantor under any provisions of the Bankruptcy Reform Act, Title 11 of the United States Code, or any other or similar law relating to bankruptcy, insolvency, reorganization or other relief for debtors, or generally affecting creditors' rights, or seeking the appointment of a receiver, trustee, custodian or liquidator of or for Borrower or any Guarantor or any of their assets, any payment or distribution of any of Borrower's or any Guarantor's assets, whether in cash, securities or any other property, which would be payable or deliverable with respect to any of the Obligations owed to the Tranche B Lenders, shall be paid or delivered to the Administrative Agent to be paid in accordance with the procedures and priority established in this Section 3.03. The Lenders grant to the Administrative Agent the right to enforce, collect and receive any such payment or distribution and to give releases or acquittances therefor, subject, however to the express provisions contained in this Agreement permitting all or certain Lenders to direct the Administrative Agent to act or refrain from acting; provided, however, that nothing contained in this section shall prohibit the Lenders from suing for collections of principal on the Notes at maturity or for collection of interest on the Notes provided that the Administrative Agent has not already commenced such suits, and provided that the Lenders have the right to bring such suits under the provisions of this Agreement including, without limitation, all provisions under Section 10.0210.02 (provided that, with respect to any exercise of remedies by the Tranche B Lenders under Section 10.02(c), the 180 day period in Section 10.02(c) must have elapsed); and provided further that if any sums are collected by any of the Lenders, they will be paid to the Administrative Agent for payment and distribution in accordance with Section 3.03. Each Lender agrees not to vote for any plan of reorganization in any bankruptcy proceeding of Borrower or any Guarantor that would not give effect to the payment provisions in Section 3.03.
(d) The Tranche B Lenders irrevocably consent and direct that all Obligations owing to the Tranche A Lenders shall be paid in full prior to Borrower or any Guarantor making any payment on any Obligations owing to the Tranche B Lenders, except such payments as are expressly permitted by this Section 3.
Appears in 1 contract
Payment Waterfall. Notwithstanding any other provision in this Agreement or any other Loan Credit Document to the contrary:
(a) Whenever the Borrower (or any Guarantor) pays or is required to make payments on the Obligations, or whenever any Lender receives (and such funds were not received from the Administrative Agent in accordance with the priorities established by this Section 3.03) or has the right to receive funds to be applied to the Obligations (whether in bankruptcy, pursuant to Section 4.05, or otherwise), or whenever the Administrative Agent holds proceeds of collection or other funds to be applied to the Obligations, in each case whether before or after maturity (and notwithstanding any bankruptcy, insolvency, or any other proceeding), such payments shall be made and such proceeds and other funds shall be applied in the following order of priority:
(i) first, to the pro rata payment of reimbursements of expenses and payment of indemnities due and owing at the time in question to the Administrative Agent or the Lenders under this Agreement and the other Loan Credit Documents;
(ii) second, to accrued the pro rata payment of accrued, unpaid interest (including, without limitation, interest which may accrue subsequent to the Borrower or any Guarantor becoming subject to any state or federal debtor-relief statute), fees, and principal fees then due and owing to the Lenders (whether such principal is due and owing at maturitythe Revolving Loan Lender, due to acceleration, or due to a reduction in the Borrowing Base, or for any reason), together with and any payments then due and owing to the Lenders or their Affiliates under interest Hedging Agreements permitted hereunderrelating to the Loans;
(iii) third, to the extent expressly required at such time under Section 2.10(b), to serve as cash collateral to be held by pro rata payment of the Administrative Agent to secure the LC Exposure;
(iv) fourth, to the prepayment of principal on the Loans until they are paid in fullfull and any payments then due and owing to the Lenders or their Affiliates under commodity Hedging Agreements relating to the Collateral;
(viv) fifthfourth, to the pro rata payment of all other Obligations; and
(viv) last, any excess shall be paid to the Borrower or as otherwise required by any Governmental Requirement.
(b) Payments must be made in accordance with the foregoing order of priority whether or not the Borrower provides sufficient funds to make all payments due on the Obligations at the time in question, but compliance with such order of priority does not relieve the Borrower of its duty to make all payments of the Obligations whenever they become due and any breach of such duty shall constitute an Event of Default or Default as provided in Section 10.01.
(c) Should any Lender or the Revolving Loan Lender receive any funds to be applied to the Obligations from any source whatsoever (whether in bankruptcy, pursuant to Section 4.05, or otherwise) and such funds have not been distributed to the Lenders or the Revolving Loan Lender in accordance with the provisions of this Section 3.03, such funds shall immediately be paid to the Administrative Agent who shall distribute such funds in accordance with the provisions of this Section 3.03. The Lenders and the Revolving Loan Lender grant to the Administrative Agent the right to enforce, collect and receive any such payment or distribution and to give releases or acquittances therefor, subject, however to the express provisions contained in this Agreement permitting all or certain Lenders or the Revolving Loan Lender to direct the Administrative Agent to act or refrain from acting; provided, however, that nothing contained in this section shall prohibit the Lenders any Lender from suing for collections of principal on its share of the Notes Loans at maturity or for collection of interest on the Notes payable to it provided that the Administrative Agent has not already commenced such suits, and provided that the Lenders have the right to bring such suits under the provisions of this Agreement including, without limitation, all provisions under Section 10.02; provided that if any sums are collected by any of the Lenders, they will be paid to the Administrative Agent for payment and distribution in accordance with Section 3.03.
Appears in 1 contract
Payment Waterfall. Notwithstanding any other provision (a) . Anything contained herein to the contrary notwithstanding (including Section 2.06(g)), all payments and collections received in this Agreement respect of the Secured Obligations and all proceeds of the Collateral received, in each instance, by Administrative Agent or any other Loan Document of the Lenders after acceleration or the final maturity of the Secured Obligations or termination of the Commitments as a result of an Event of Default shall be remitted to the contraryAdministrative Agent and distributed as follows:
(a) Whenever the Borrower (or any Guarantor) pays or is required to make payments on the Obligations, or whenever any Lender receives (and such funds were not received from the Administrative Agent in accordance with the priorities established by this Section 3.03) or has the right to receive funds to be applied to the Obligations (whether in bankruptcy, pursuant to Section 4.05, or otherwise), or whenever the Administrative Agent holds proceeds of collection or other funds to be applied to the Obligations, in each case whether before or after maturity (and notwithstanding any bankruptcy, insolvency, or any other proceeding), such payments shall be made and such proceeds and other funds shall be applied in the following order of priority:
(i) first, to reimbursements of expenses and the payment of indemnities due all reasonable and owing at the time in question to documented out-of-pocket costs and expenses incurred by the Administrative Agent or the Lenders under Collateral Agent, as applicable, in connection with such collection or sale or otherwise in connection with this Agreement Agreement, any other Credit Document or any of the Secured Obligations, including all documented out-of-pocket court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent, as applicable, hereunder or under any other Loan DocumentsCredit Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document;
(iib) second, to accrued interest payment of that portion of the Secured Obligations constituting indemnities and other amounts (including, without limitationother than principal, interest which may accrue subsequent and fees) due and payable to Borrower or any Guarantor becoming subject to any state or federal debtor-relief statute), the Secured Parties (including fees, charges and principal then due and owing disbursements of counsel to the Lenders (whether such principal is due and owing at maturityrespective Secured Parties) arising under the Credit Documents, due to acceleration, or due to a reduction ratably among them in the Borrowing Base, or for any reason), together with any payments then due and owing proportion to the Lenders or their Affiliates under Hedging Agreements permitted hereunderrespective amounts described in this clause (b) payable to them;
(iiic) third, to payment of that portion of the extent expressly required at such time Secured Obligations constituting accrued and unpaid fees and interest on the Loans and other Secured Obligations arising under Section 2.10(b)the Credit Documents, ratably among the Secured Parties in proportion to serve as cash collateral the respective amounts described in this clause (c) payable to be held by the Administrative Agent to secure the LC Exposurethem;
(ivd) fourth, ratably to payment of that portion of the prepayment Secured Obligations constituting unpaid principal of principal on the Loans until they are paid in fulland other Secured Obligations;
(ve) fifth, ratably to the pro rata payment of all other ObligationsSecured Obligations until the Termination Date has occurred; and
(vif) lastfinally, any excess shall be paid surplus remaining after such application to the Borrower Credit Parties or to whomever may be legally entitled thereto. If any amount remains on deposit as otherwise required by Cash Collateral after all Letters of Credit have either been fully drawn or expired (without any Governmental Requirement.
(b) Payments must be made in accordance with the foregoing order of priority whether or not the Borrower provides sufficient funds to make all payments due on the Obligations at the time in questionpending drawings), but compliance with such order of priority does not relieve the Borrower of its duty to make all payments of the Obligations whenever they become due and any breach of such duty remaining amount shall constitute an Event of Default or Default as provided in Section 10.01.
(c) Should any Lender receive any funds to be applied to the Obligations from any source whatsoever (whether other Secured Obligations, if any, in bankruptcy, pursuant to Section 4.05, or otherwise) and such funds have not been distributed to the Lenders in accordance with the provisions of this Section 3.03, such funds shall immediately be paid to the Administrative Agent who shall distribute such funds in accordance with the provisions of this Section 3.03. The Lenders grant to the Administrative Agent the right to enforce, collect and receive any such payment or distribution and to give releases or acquittances therefor, subject, however to the express provisions contained in this Agreement permitting all or certain Lenders to direct the Administrative Agent to act or refrain from acting; provided, however, that nothing contained in this section shall prohibit the Lenders from suing for collections of principal on the Notes at maturity or for collection of interest on the Notes provided that the Administrative Agent has not already commenced such suits, and provided that the Lenders have the right to bring such suits under the provisions of this Agreement including, without limitation, all provisions under Section 10.02; provided that if any sums are collected by any of the Lenders, they will be paid to the Administrative Agent for payment and distribution in accordance with Section 3.03order set forth above.
Appears in 1 contract
Sources: Credit Agreement (Blue Bird Corp)