Common use of Waterfall Clause in Contracts

Waterfall. (a) Subject to the provisions of this Agreement, all payments made by or on behalf of a US Borrower before the exercise of any rights arising under Article X, or otherwise, shall be applied by the Administrative Agent in each instance in the following order: (i) first, in payment of any amounts due and payable as and by way of recoverable expenses hereunder; (ii) second, in payment of any interest, default interest or fees then due and payable on or in respect of the US Loans; (iii) third, in repayment of any principal amounts of the US Loans; and (iv) fourth, in payment of any other US Obligations then due and payable by the Borrowers hereunder or in connection herewith. (b) Subject to the provisions of this Agreement, all payments made by or on behalf of a Canadian Borrower before the exercise of any rights arising under Article X, or otherwise, shall be applied by the Canadian Funding Agent in each instance in the following order: (i) first, in payment of any amounts due and payable as and by way of recoverable expenses hereunder; (ii) second, in payment of any interest, default interest or fees then due and payable on or in respect of the Canadian Loans; (iii) third, in repayment of any principal amounts of the Canadian Loans; and (iv) fourth, in payment of any other Canadian Obligations then due and payable by the Borrowers hereunder or in connection herewith. (c) All payments made by or on behalf of the US Borrowers after the exercise of any rights arising under Article X shall be applied by the Administrative Agent in each instance in the following order: (i) first, in payment of the reasonable costs and expenses of any realization against a US Borrower or of its property and assets, including the reasonable out-of-pocket expenses of the Agents, the Issuing Banks and Lenders and the reasonable fees and out-of-pocket expenses of counsel, consultants and other advisers employed in connection therewith and in payment of all costs and expenses incurred by the Agents, the Issuing Banks and Lenders in connection with the administration and enforcement of this Agreement or the other Documents, to the extent that those funds, costs and expenses shall not have been reimbursed to the Agents, the Issuing Banks and Lenders; (ii) second, in payment of any interest, default interest or fees then due and payable on or in respect of the Loans; (iii) third, in repayment of any principal amounts of the Loans and any outstanding Hedging Obligations that constitute Obligations; (iv) fourth, to the payment of any other Obligations outstanding under this Agreement and under any other agreements applicable to outstanding Loans by a Borrower; and (v) fifth, the return of the balance, if any, to a US Borrower or such other person or persons who may be entitled at law or, in each case, their respective successors or assigns, or as a court of competent jurisdiction may otherwise direct. (d) All payments made by or on behalf of the Canadian Borrowers after the exercise of any rights arising under Article X shall be applied by the Canadian Funding Agent in each instance in the following order: (i) first, in payment of the reasonable costs and expenses of any realization against a Canadian Borrower or of its property and assets, including the reasonable out-of-pocket expenses of the Canadian Funding Agent, the Canadian Issuing and Canadian Lenders and the reasonable fees and out-of-pocket expenses of counsel, consultants and other advisers employed in connection therewith and in payment of all costs and expenses incurred by the Canadian Funding Agent, the Canadian Issuing Bank and the Canadian Lenders in connection with the administration and enforcement of this Agreement or the other Documents, to the extent that those funds, costs and expenses shall not have been reimbursed to the Canadian Funding Agent, the Canadian Issuing Bank and the Canadian Lenders; (ii) second, in payment of any interest, default interest or fees then due and payable on or in respect of the Canadian Loans; (iii) third, in repayment of any principal amounts of the Canadian Loans; (iv) fourth, to the payment of any other Canadian Obligations outstanding under this Agreement and under any other agreements applicable to outstanding Canadian Loans by a Canadian Borrower; and (v) fifth, the return of the balance, if any, to a Canadian Borrower or such other person or persons who may be entitled at law or, in each case, their respective successors or assigns, or as a court of competent jurisdiction may otherwise direct.

Waterfall. (a) Subject to the provisions of this Agreement, all payments made by or on behalf of a the US Borrower before the exercise of any rights arising under Article X, or otherwise, X shall be applied by the Administrative Agent in each instance in the following order: (i) first, in payment of any amounts due and payable as and by way of recoverable expenses hereunder; (ii) second, in payment of any interest, default interest or fees then due and payable on or in respect of the US LoansLoans and Incremental Bond Interest; (iii) third, in repayment of any principal amounts of the US Loans; and (iv) fourth, in payment of any other US Obligations then due and payable by the Borrowers hereunder or in connection herewith. (b) Subject to the provisions of this Agreement, all payments made by or on behalf of a with respect to Canadian Borrower Loans before the exercise of any rights arising under Article X, or otherwise, X shall be applied by the Canadian Funding Agent in each instance in the following order: (i) first, in payment of any amounts due and payable as and by way of recoverable expenses hereunder; (ii) second, in payment of any interest, default interest or fees then due and payable on or in respect of the Canadian Loans; (iii) third, in repayment of any principal amounts of the Canadian Loans; and (iv) fourth, in payment of any other Canadian Obligations then due and payable by the Borrowers hereunder or in connection herewith. (c) Subject to the provisions of this Agreement, all payments made with respect to the Bonds before the exercise of any rights arising under Article X shall be applied by the applicable Bond Indenture Trustee in accordance with the terms of the Bond Documents. (d) All payments made by or on behalf of the US Borrowers Borrower after the exercise of any rights arising under Article X shall be applied by the Administrative Agent in each instance in the following order: (i) first, in payment of the reasonable costs and expenses of any realization against a the US Borrower or of its property and assets, including the reasonable out-of-pocket expenses of the Agents, the Issuing Banks and Lenders and the reasonable fees and out-of-pocket expenses of counsel, consultants and other advisers employed in connection therewith and in payment of all costs and expenses incurred by the Agents, the Issuing Banks and Lenders in connection with the administration and enforcement of this Agreement or the other Loan Documents, to the extent that those funds, costs and expenses shall not have been reimbursed to the Agents, the Issuing Banks and Lenders; (ii) second, in payment of any interest, default interest or fees then due and payable on or in respect of the Loans, and any interest or default interest then due and payable on or in respect of the Bond Purchase Obligations; (iii) third, in repayment of any to the aggregate outstanding principal amounts amount of the Loans Loans, the US LC Exposure, the principal component of the Bond Purchase Obligations, the Bank Product Obligations and any outstanding the Net M▇▇▇-to-Market Exposure of the Hedging Obligations that constitute Obligations, until the same shall have been paid in full, allocated pro rata among the holders of the applicable Obligations based on their respective pro rata shares of the aggregate amount of such Loans, US LC Exposure, Bond Purchase Obligations, Bank Product Obligations and Net M▇▇▇-to-Market Exposure of such Hedging Obligations; (iv) fourth, to the payment of any other Obligations outstanding under this Agreement and under any all other agreements applicable to outstanding Loans by a BorrowerLoan Documents; and (v) fifth, the return of the balance, if any, to a the US Borrower or such other person or persons who may be entitled at law or, in each case, their respective successors or assigns, or as a court of competent jurisdiction may otherwise direct. (de) All payments made by or on behalf of the Canadian Borrowers after the exercise of any rights arising under Article X shall be applied by the Canadian Funding Agent in each instance in the following order: (i) first, in payment of the reasonable costs and expenses of any realization against a Canadian Borrower or of its property and assets, including the reasonable out-of-pocket expenses of the Canadian Funding Agent, the Canadian Issuing and Canadian Lenders and the reasonable fees and out-of-pocket expenses of counsel, consultants and other advisers employed in connection therewith and in payment of all costs and expenses incurred by the Canadian Funding Agent, the Canadian Issuing Bank and the Canadian Lenders in connection with the administration and enforcement of this Agreement or the other Loan Documents, to the extent that those funds, costs and expenses shall not have been reimbursed to the Canadian Funding Agent, the Canadian Issuing Bank and the Canadian Lenders; (ii) second, in payment of any interest, default interest or fees then due and payable on or in respect of the Canadian Loans; (iii) third, in repayment of any principal amounts of the Canadian Loans; (iv) fourth, to the payment of any other Canadian Obligations outstanding under this Agreement and under any other agreements applicable to outstanding Canadian Loans by a Canadian Borrower; and (v) fifth, the return of the balance, if any, to a Canadian Borrower or such other person or persons who may be entitled at law or, in each case, their respective successors or assigns, or as a court of competent jurisdiction may otherwise direct.

Waterfall. (a) Subject to the provisions of this Agreement, all payments made by or on behalf of a US Borrower before the exercise of any rights arising under Article X, or otherwise, shall be applied by the Administrative Agent in each instance in the following order: (i) first, in payment of any amounts due and payable as and by way of recoverable expenses hereunder; (ii) second, in payment of any interest, default interest or fees then due and payable on or in respect of the US Loans; (iii) third, in repayment of any principal amounts of the US Loans; and (iv) fourth, in payment of any other US Obligations then due and payable by the Borrowers hereunder or in connection herewith. (b) Subject to the provisions of this Agreement, all payments made by or on behalf of a Canadian Borrower before the exercise of any rights arising under Article X, or otherwise, shall be applied by the Canadian Funding Agent in each instance in the following order: (i) first, in payment of any amounts due and payable as and by way of recoverable expenses hereunder; (ii) second, in payment of any interest, default interest or fees then due and payable on or in respect of the Canadian Loans; (iii) third, in repayment of any principal amounts of the Canadian Loans; and (iv) fourth, in payment of any other Canadian Obligations then due and payable by the Borrowers hereunder or in connection herewith. (c) All payments made by or on behalf of the US Borrowers after the exercise of any rights arising under Article X shall be applied by the Administrative Agent in each instance in the following order: (i) first, in payment of the reasonable costs and expenses of any realization against a US Borrower or of its property and assets, including the reasonable out-of-pocket expenses of the Agents, the Issuing Banks and Lenders and the reasonable fees and out-of-pocket expenses of counsel, consultants and other advisers employed in connection therewith and in payment of all costs and expenses incurred by the Agents, the Issuing Banks and Lenders in connection with the administration and enforcement of this Agreement or the other Documents, to the extent that those funds, costs and expenses shall not have been reimbursed to the Agents, the Issuing Banks and Lenders; (ii) second, in payment of any interest, default interest or fees then due and payable on or in respect of the Loans; (iii) third, in repayment of any to the aggregate outstanding principal amounts amount of the Loans Loans, the US LC Exposure, the Bank Product Obligations and any outstanding the Net M▇▇▇-to-Market Exposure of the Hedging Obligations that constitute Obligations, until the same shall have been paid in full, allocated pro rata among the secured parties based on their respective pro rata shares of the aggregate amount of such Loans, US LC Exposure, Bank Product Obligations and Net M▇▇▇-to-Market Exposure of such Hedging Obligations; (iv) fourth, to the payment of any other Obligations outstanding under this Agreement and under any other agreements applicable to outstanding Loans by a Borrower; and (v) fifth, the return of the balance, if any, to a US Borrower or such other person or persons who may be entitled at law or, in each case, their respective successors or assigns, or as a court of competent jurisdiction may otherwise direct. (d) All payments made by or on behalf of the Canadian Borrowers after the exercise of any rights arising under Article X shall be applied by the Canadian Funding Agent in each instance in the following order: (i) first, in payment of the reasonable costs and expenses of any realization against a Canadian Borrower or of its property and assets, including the reasonable out-of-pocket expenses of the Canadian Funding Agent, the Canadian Issuing and Canadian Lenders and the reasonable fees and out-of-pocket expenses of counsel, consultants and other advisers employed in connection therewith and in payment of all costs and expenses incurred by the Canadian Funding Agent, the Canadian Issuing Bank and the Canadian Lenders in connection with the administration and enforcement of this Agreement or the other Documents, to the extent that those funds, costs and expenses shall not have been reimbursed to the Canadian Funding Agent, the Canadian Issuing Bank and the Canadian Lenders; (ii) second, in payment of any interest, default interest or fees then due and payable on or in respect of the Canadian Loans; (iii) third, in repayment of any principal amounts of the Canadian Loans; (iv) fourth, to the payment of any other Canadian Obligations outstanding under this Agreement and under any other agreements applicable to outstanding Canadian Loans by a Canadian Borrower; and (v) fifth, the return of the balance, if any, to a Canadian Borrower or such other person or persons who may be entitled at law or, in each case, their respective successors or assigns, or as a court of competent jurisdiction may otherwise direct.