Common use of Allocation of Payments After Event of Default and Collateral Proceeds Clause in Contracts

Allocation of Payments After Event of Default and Collateral Proceeds. Notwithstanding any other provisions of this Credit Agreement or any other Credit Document to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Obligations (whether in an insolvency or bankruptcy case or proceeding or otherwise) 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 out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents, and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Security Documents; SECOND, to payment of any fees owed to the Agent or an Issuing Bank hereunder or under any other Credit Document; 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 the Credit Documents; FOURTH, to the payment of all Obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the outstanding principal amount of the Loans and to the payment or cash collateralization of the outstanding Letters of Credit Obligations, pro rata, as set forth below; SIXTH, to the payment of all liabilities and obligations now or hereafter arising from or in connection with any Cash Management Products provided by the Lenders or the Administrative Agent, and with respect to any Lender Hedging Agreements, to the extent such Lender Hedging Agreements are permitted by this Agreement, any payments due under Lender Hedging Agreements and any interest accrued thereon; SEVENTH, to all other Obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses "FIRST" through "SIXTH" above; and EIGHTH, 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 its then outstanding Revolving Loans and Letters of Credit Obligations and, as applicable, obligations outstanding under the Lender Hedging Agreements permitted by this Agreement bears to the aggregate then outstanding Revolving Loans and Letters of Credit Obligations and, as applicable, obligations outstanding under the Lender Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," "SIXTH" and "SEVENTH" above; (c) 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 (which account shall be an interest bearing checking account) and applied (x) first, to reimburse the Issuing Bank 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 clause "SEVENTH" above in the manner provided in this Section 2.9 and in the Security Documents.

Allocation of Payments After Event of Default and Collateral Proceeds. Notwithstanding any other provisions of this Credit Agreement or any other Credit Document to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Obligations (whether in an insolvency or bankruptcy case or proceeding or otherwise) 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 out-of-pocket costs and expenses (including without limitation reasonable attorneys' feesfees actually incurred) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents, and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Security Documents; SECOND, to payment of any fees owed to the Agent or an Issuing Bank hereunder or under any other Credit Document; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including, without limitation, reasonable attorneys' feesfees actually incurred) of each of the Lenders in connection with enforcing its rights under the Credit Documents; FOURTH, to the payment of all Obligations consisting of accrued fees and interest payable to the Lenders hereunder, and including with respect to any Lender Hedging Agreement, to the extent such Lender Hedging Agreement is permitted by this Agreement, any fees, premiums and scheduled periodic payments due under such Lender Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Loans and to the payment or cash collateralization of the outstanding Letters of Credit ObligationsObligations (in an amount equal to 103% of the aggregate amount thereof), pro rata, as set forth belowbelow and including with respect to any Lender Hedging Agreement, to the extent such Lender Hedging Agreement is permitted by this Agreement, any breakage, termination or other payments due under such Lender Hedging Agreement and any interest accrued on such payments; SIXTH, to the payment of all liabilities and obligations now or hereafter arising from or in connection with any Cash Management Products provided by the Lenders or the Administrative Agent, and with respect to any Lender Hedging Agreements, to the extent such Lender Hedging Agreements are permitted by this Agreement, any payments due under Lender Hedging Agreements and any interest accrued thereonBank Products; SEVENTH, to all other Obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses "FIRST" through "SIXTH" above; and EIGHTH, 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 its then outstanding Revolving Loans and Letters of Credit Obligations and, as applicable, obligations outstanding under the Lender Hedging Agreements permitted by this Agreement bears to the aggregate then outstanding Revolving Loans and Letters of Credit Obligations and, as applicable, obligations outstanding under the Lender Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," "SIXTH" and "SEVENTH" above; (c) 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 (which account shall be an interest bearing checking account) and applied (x) first, to reimburse the Issuing Bank 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 clause "SEVENTH" above in the manner provided in this Section 2.9 and in the Security Documents.

Allocation of Payments After Event of Default and Collateral Proceeds. Notwithstanding any other provisions of this Credit Agreement or any other Credit Document to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Obligations (whether in an insolvency or bankruptcy case or proceeding or otherwise) or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral (including, without limitation, any funds on deposit in any Lockbox Account, Third Party Account, other deposit account, or the Cash Concentration Account) shall be paid over or delivered as follows: FIRST, to the payment of (i) all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with enforcing the rights of the Lenders under the Credit Documents, and (ii) any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Security Documents, and (iii) the first $1,000,000 of all liabilities and obligations then outstanding which arose from or in connection with any Cash Management Products provided by the Lenders or the Agent since the Petition Date; SECOND, to payment of any fees owed to the Agent or an Issuing Bank hereunder or under any other Credit Document; THIRD, to the payment of all reasonable 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; FOURTH, to the payment of all Obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the outstanding principal amount of the Loans and to the payment or cash collateralization of the outstanding Letters of Credit Obligations, pro rata, as set forth below; SIXTH, to the payment of all liabilities and obligations now or hereafter arising from or in connection with any Cash Management Products provided by the Lenders or the Administrative AgentAgent (other than those paid pursuant to clause "FIRST" above) and, and with respect to any Lender Hedging AgreementsAgreement, to the extent such Lender Hedging Agreements are Agreement is permitted by this Agreement, any fees, premiums and scheduled periodic payments due under such Lender Hedging Agreements Agreement and any interest accrued thereon, along with any breakage, termination or other payments due under such Lender Hedging Agreement; SEVENTH, to all other Obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses "FIRST" through "SIXTH" above; and EIGHTH, 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 its then outstanding Revolving Loans and Loans, Letters of Credit Obligations and, as applicable, and obligations outstanding under the Lender Hedging Agreements permitted by this Agreement bears to the aggregate then outstanding Revolving Loans and Loans, Letters of Credit Obligations andObligations, as applicable, and obligations outstanding under the Lender Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," "SIXTH" and "SEVENTH" above; (c) each of the Lenders (or Affiliate) or the Agent providing Cash Management Products or party to any Lender Hedging Agreement shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding liabilities and obligations under the Cash Management Products provided by it and under Lender Hedging 55 Agreements provided by it and permitted by this Agreement bears to the aggregate then outstanding liabilities and obligations under all of the Cash Management Products and under all of the Lender Hedging Agreements) of amounts available to be applied pursuant to clause SIXTH, and (d) 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 (which account shall be an interest bearing checking account) and applied (x) first, to reimburse the Issuing Bank 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 above, beginning at clause "SEVENTH" above in the manner provided in this Section 2.9 and in the Security DocumentsFIRST").