Common use of Application of Proceeds of Collateral Clause in Contracts

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, following the occurrence of any Event of Default under Section 9.1(i), and following the occurrence of any other Event of Default and the termination of the Revolving Credit Aggregate Commitment, the acceleration of any Indebtedness arising under this Agreement or the exercise of any other remedy in each case by the requisite Lenders under Section 9.2 hereof, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Borrower or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), on a pro rata basis, next to any obligations owing by any Borrower under any Hedging Agreements on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Borrowers, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, following in the occurrence case of any Event of Default under Section 9.1(i), and immediately following the occurrence thereof, and in the case of any other Event of Default and Default: (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement Agreement, (c) at the Agent’s option, or (d) upon the exercise request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by Intcomex, Borrower or any Borrower Subsidiary Guarantor or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), on a pro rata basis, next to any obligations owing by Intcomex, Borrower or any Borrower Subsidiary Guarantor under any Hedging Agreements on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to Borrower and the BorrowersSubsidiary Guarantors, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, following in the occurrence case of any Event of Default under Section 9.1(i), and immediately following the occurrence thereof, and in the case of any other Event of Default and Default, upon the termination of the Revolving Credit Aggregate Commitment, the acceleration of any Indebtedness arising under this Agreement or and/or the exercise of any other remedy in each case by the requisite Lenders under Section 9.2 hereof, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Borrower Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), Indebtedness under the Term Loan and under the Lender Products, on a pro rata basis, next to any obligations owing by any Borrower Credit Party under any Hedging Agreements on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the BorrowersCredit Parties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, following the occurrence of any Event of Default under Section 9.1(i), and following the occurrence of any other Event of Default and the termination of the Revolving Credit Aggregate Commitment, the acceleration of any Indebtedness arising under this Agreement or the exercise of any other remedy in each case by the requisite Lenders under Section 9.2 hereof, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Borrower Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), on a pro rata basis, next to any obligations owing by any Borrower Credit Party under any Hedging Agreements on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the BorrowersCredit Parties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, following in the occurrence case of any Event of Default under Section 9.1(i), and immediately following the occurrence thereof, and in the case of any other Event of Default and Default, upon the termination of the Revolving Credit Aggregate Commitment, the acceleration of any Indebtedness arising under this Agreement or and/or the exercise of any other remedy in each case by the requisite Lenders under Section 9.2 hereof, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Borrower Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), on a pro rata basis, next to any obligations owing by any Borrower Credit Party under any Hedging Agreements on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the BorrowersCredit Parties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this AgreementAgreement or any other Loan Document, following the occurrence of any Event of Default under Section 9.1(i), 9.1(j) and following the occurrence of any other Event of Default and the termination of the Revolving Credit Aggregate Commitment, the acceleration of any Indebtedness arising under this Agreement or the other Loan Documents, or the exercise of any other remedy in each case by the requisite Lenders under Section 9.2 hereof, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Borrower Company or the Permitted Borrowers or others and any other sums received or collected in respect of the Indebtedness Indebtedness, first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations)) and the Term Loan, on a pro rata basis, next to any obligations owing by the Borrowers or any Borrower Subsidiary under any Hedging Agreements on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Borrowers, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, following in the occurrence case of any Event of Default under Section 9.1(i), and immediately following the occurrence thereof, and in the case of any other Event of Default and Default: (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement Agreement, (c) at the Agent’s option, or (d) upon the exercise request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Borrower Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness pay principal and interest due under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), and to cash collateralize all outstanding Letters of Credit in an amount equal to 105% of the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, on a pro rata basis, next to pay any obligations owing by any Borrower Loan Party under any Hedging Agreements or in respect of Lender Products on a pro rata basis, next, to pay any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Borrowersapplicable Loan Parties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, following in the occurrence case of any Event of Default under Section 9.1(i), and immediately following the occurrence thereof, and in the case of any other Event of Default and Default: (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement Agreement, (c) at the Agent’s option, or (d) upon the exercise request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Borrower Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness pay principal and interest due under the Revolving Credit (including the Swing Line and any Reimbursement Obligations)) and Term Loan A and Term Loan B, and to cash collateralize all outstanding Letters of Credit in an amount equal to 105% of the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, on a pro rata basis, next to any obligations owing by any Borrower Credit Party under any Hedging Agreements and any liabilities arising in connection with any Lender Products, on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the BorrowersCredit Parties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, following in the occurrence case of any Event of Default under Section 9.1(i), and immediately following the occurrence thereof, and in the case of any other Event of Default and Default: (a) upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement Agreement, (c) at the Agent’s option, or (d) upon the exercise request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Borrower Credit Party or others and any other sums received or collected in respect of the Indebtedness first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness pay principal and interest due under the Revolving Credit (including the Swing Line and any Reimbursement Obligations)) and the Term Loan, and to cash collateralize all outstanding Letters of Credit in an amount equal to 105% of the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, on a pro rata basis, next to any obligations owing by any Borrower Credit Party under any Hedging Agreements and any liabilities arising in connection with any Lender Products, on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the BorrowersCredit Parties, as the case may be.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this AgreementAgreement or any other Loan Document, following the occurrence of any Event of Default under Section 9.1(i), 9.1(j) and following the occurrence of any other Event of Default and the termination of the Revolving Credit Aggregate Commitment, the acceleration of any Indebtedness arising under this Agreement or the other Loan Documents, or the exercise of any other remedy in each case by the requisite Lenders under Section 9.2 hereof, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Borrower Company or the Permitted Borrowers or others and any other sums received or collected in respect of the Indebtedness Indebtedness, first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), on a pro rata basis, next to any obligations owing by the Borrowers or any Borrower Subsidiary under any Hedging Agreements on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the Borrowers, as . The application of such proceeds and other sums to the case may beoutstanding Indebtedness hereunder shall be based on each Lender’s Percentage of the aggregate Indebtedness.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, following in the occurrence case of any Event of Default under Section 9.1(i), and immediately following the occurrence thereof, and in the case of any other Event of Default and Default: (a) upon the termination of the Revolving Credit Aggregate Commitment and the Draw-to-Facility Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement Agreement, (c) at the Agent’s option, or (d) upon the exercise request of the Majority Lenders after the commencement of any other remedy in each case by the requisite Lenders under Section 9.2 hereofremedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Borrower Credit Party or others and any other sums received or collected in respect of the Indebtedness Indebtedness: first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to the Indebtedness under the Revolving Credit (including the Swing Line and any Reimbursement Obligations)) and Term Loan A and Draw-to-Facility, on a pro rata basis, next to any obligations owing by any Borrower Credit Party under any Hedging Agreements on a pro rata basis, next, to any other Indebtedness on a pro rata basis, and then, if there is any excess, to the BorrowersCredit Parties, as the case may be.