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

Allocation of Payments After Event of Default and Proceeds of Collateral. 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, other deposit account, or the Cash Concentration Account) 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, 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 (and Wachovia, with respect to Swing Loans) in connection with the Loans and the Revolving Credit Commitments; FIFTH, to the payment of the outstanding principal amount of the Swing Loans, and then to the payment of the outstanding principal amount of the Revolving Loans and to the payment or cash collateralization of the outstanding Letters of Credit Obligations, pro rata, as set forth below 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 thereon; SIXTH, to all other Obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses "FIRST" through "FIFTH" above, including all liabilities and obligations now or hereafter arising from or in connection with any Cash Management Products provided by any of Lenders; and SEVENTH, to the payment of the surplus, if any, to whomever 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) except for payments on Swing Loans, each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that its then outstanding Revolving Loans, Letters of Credit Obligations and obligations outstanding under the Lender Hedging Agreements permitted by this Agreement bears to the aggregate then outstanding Revolving Loans, Letters of Credit Obligations, and obligations outstanding under the Lender Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" 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 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 any particular Letter of Credit, the cash collateral held therefor to all other obligations of the types described in clause "SIXTH" above in the manner provided in this Section 2.8 and in the Security Documents.

Allocation of Payments After Event of Default and Proceeds of Collateral. 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, other deposit account, or the Cash Concentration Account) 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, 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 (and Wachovia, with respect to Swing Loans) in connection with the Loans and the Revolving Credit Commitments; FIFTH, to the payment of the outstanding principal amount of the Swing Loans, and then to the payment of the outstanding principal amount of the Revolving Loans and to the payment or cash collateralization of the outstanding Letters of Credit Obligations, pro rata, as set forth below 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 thereon; SIXTH, to all other Obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses "FIRST" through "FIFTH" above, including all liabilities and obligations now or hereafter arising from or in connection with any Cash Management Products provided by any of the Lenders; and SEVENTH, to the payment of the surplus, if any, to whomever 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) except for payments on Swing Loans, each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that its then outstanding Revolving Loans, Letters of Credit Obligations and obligations outstanding under the Lender Hedging Agreements permitted by this Agreement bears to the aggregate then outstanding Revolving Loans, Letters of Credit Obligations, and obligations outstanding under the Lender Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD", ," "FOURTH," "FIFTH," and "SIXTH" 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 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 any particular Letter of Credit, the cash collateral held therefor to all other obligations of the types described in clause "SIXTH" above in the manner provided in this Section 2.8 and in the Security Documents.

Allocation of Payments After Event of Default and Proceeds of Collateral. 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, other deposit account, or the Cash Concentration Account) 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 and documented attorneys' ’ fees) of the Agent (in its capacity as such) in connection with enforcing the rights of the Lenders under the Credit Documents, 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 Fees owed to the Agent or an Issuing Bank (in such capacity) hereunder or under any other Credit Document; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses, expenses (including, without limitation, reasonable and documented 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 fees, premium (including Prepayment Premium) and interest payable to the Lenders hereunder (and Wachovia, with respect to Swing Loans) in connection with the Loans and the Revolving Credit CommitmentsLoans; FIFTH, to the payment of the outstanding principal amount of the Swing Loans, and then to the payment of the outstanding principal amount of the Revolving Loans and to the payment or cash collateralization of the outstanding Letters of Credit Obligations, pro rata, as set forth below 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 thereon; SIXTH, to all other Obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses "“FIRST" ” through "“FIFTH" ” above, including all liabilities and obligations now or hereafter arising from or in connection with any Cash Management Products provided by any of Lenders; and SEVENTH, to the payment of the surplus, if any, to whomever 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) except for payments on Swing Loans, each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that its then outstanding Revolving Loans, Letters of Credit Obligations and obligations outstanding under the Lender Hedging Agreements permitted by this Agreement Loans bears to the aggregate then outstanding Revolving Loans, Letters of Credit Obligations, and obligations outstanding under the Lender Hedging Agreements) of amounts available to be applied pursuant to clauses "“THIRD", ",” “FOURTH," "” “FIFTH," ” and "“SIXTH" ” 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 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 any particular Letter of Credit, the cash collateral held therefor to all other obligations of the types described in clause "SIXTH" above in the manner provided in this Section 2.8 and in the Security Documents.

Allocation of Payments After Event of Default and Proceeds of Collateral. 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, other deposit account, or the Cash Concentration Account) 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 and documented attorneys' ’ fees) of the Agent (in its capacity as such) in connection with enforcing the rights of the Lenders under the Credit Documents, 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 Fees owed to the Agent or an Issuing Bank (in each case, in such capacity) hereunder or under any other Credit Document; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses, expenses (including, without limitation, reasonable and documented 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 (and Wachoviathe Swing Loan Lender, with respect to Swing Loans) in connection with the Loans and the Revolving Credit Commitments; FIFTH, to the payment of the outstanding principal amount of the Swing Loans, and then SIXTH, to the payment of the outstanding principal amount of the Revolving Loans (other than Swing Loans) and to the payment or cash collateralization of the outstanding Letters of Credit Obligations, pro rata, as set forth below and including with respect to any Lender Hedging Agreement, to the extent such Lender Hedging Agreement is permitted by this Credit Agreement, any breakage, termination or other payments due under such Lender Hedging Agreement and any interest accrued thereon; SIXTHSEVENTH, to all other Obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses "“FIRST" ” through "FIFTH" “SIXTH” above, including all liabilities and obligations now or hereafter arising from or in connection with any Cash Management Products provided by any of Lendersthe Lenders (or their Affiliates); and SEVENTHEIGHTH, to the payment of the surplus, if any, to whomever 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) except for payments on Swing Loans, each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that its then outstanding Revolving Loans, Letters of Credit Obligations and obligations outstanding under the Lender Hedging Agreements permitted by this Credit Agreement bears to the aggregate then outstanding Revolving Loans, Letters of Credit Obligations, and obligations outstanding under the Lender Hedging Agreements) of amounts available to be applied pursuant to clauses "“THIRD", ",” “FOURTH," "” “FIFTH," ” “SIXTH” and "SIXTH" “SEVENTH” above; (c) to the extent that any amounts available for distribution pursuant to clause "FIFTH" “SIXTH” 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 (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 any particular Letter of Credit, the cash collateral held therefor to all other obligations of the types described in clause "SIXTH" “SEVENTH” above in the manner provided in this Section 2.8 and in the Security Documents. Anything in this Section 2.8(b) to the contrary notwithstanding, Excluded Swap Obligations with respect to any Credit Party shall not be paid with the amounts received from such Credit Party or its assets but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section 2.8(b).

Allocation of Payments After Event of Default and Proceeds of Collateral. 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, other deposit account, or the Cash Concentration Account) 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, 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 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 (and Wachovia, with respect to Swing Loans) in connection with the Loans and the Revolving Credit Commitments; FIFTH, to the payment of the outstanding principal amount of the Swing Loans, and then SIXTH, to the payment of the outstanding principal amount of the Revolving Loans (other than Swing Loans) and to the payment or cash collateralization of the outstanding Letters of Credit Obligations, pro rata, as set forth below 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 thereon; SIXTHSEVENTH, to all other Obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses "“FIRST" ” through "FIFTH" “SIXTH” above, including all liabilities and obligations now or hereafter arising from or in connection with any Cash Management Products provided by any of the Lenders; and SEVENTHEIGHTH, to the payment of the surplus, if any, to whomever 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) except for payments on Swing Loans, each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that its then outstanding Revolving Loans, Letters of Credit Obligations and obligations outstanding under the Lender Hedging Agreements permitted by this Credit Agreement bears to the aggregate then outstanding Revolving Loans, Letters of Credit Obligations, and obligations outstanding under the Lender Hedging Agreements) of amounts available to be applied pursuant to clauses "“THIRD", ",” “FOURTH," "” “FIFTH," ” “SIXTH” and "SIXTH" “SEVENTH” above; (c) to the extent that any amounts available for distribution pursuant to clause "FIFTH" “SIXTH” 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 (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 any particular Letter of Credit, the cash collateral held therefor to all other obligations of the types described in clause "SIXTH" “SEVENTH” above in the manner provided in this Section 2.8 and in the Security Documents.