Common use of Allocation of Payments After Event of Default Clause in Contracts

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement, but subject in all respects to Section 2.22, after the occurrence of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents 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 Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent or any Lender, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and SIXTH, 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 and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, but subject in all respects to Section 2.22, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents 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 outside attorneys’ ' fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit DocumentsDocuments and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent or any Lender, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders hereunderLenders, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses “"FIRST” " through “"FOURTH” " above; and SIXTH, 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 and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loanseach Lender's Commitment Percentages) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, but subject in all respects to Section 2.22, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents 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 outside attorneys’ fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit DocumentsDocuments and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent or any Lender, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders hereunderLenders, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and SIXTH, 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 and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loanseach Lender’s Commitment Percentages) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, but subject in all respects to Section 2.22, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents 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 outside attorneys’ ' fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit DocumentsDocuments and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent or any Lender, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders hereunderLenders, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses “"FIRST” " through “"FOURTH” " above; and Page 45 SIXTH, 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 and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loanseach Lender's Commitment Percentages) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, but subject in all respects to Section 2.22, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents 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 Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent or any Lender, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders hereunder, pro rata as set forth hereunder and all other obligations (other than those obligations to be paid pursuant to clause "FOURTH" below) which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses "FIRST" and "SECOND" above; FOURTH, to the payment of the outstanding principal amount of the Loans, pro rata as set forth below; and FIFTH, to all other obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and SIXTH, to the payment of the surplus, if any, to whoever 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 and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement, but subject in all respects to Section 2.22, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Loan Documents 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 Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit DocumentsLoan Documents and any protective advances made by the Agent or any of the Lenders, pro rata as set forth below; SECOND, to the payment of any fees owed to the Administrative Agent or any Lender, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans, pro rata as set forth below; FIFTH, to Loans and all other obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” aboveLoan Documents, pro rata as set forth below; and SIXTHFIFTH, 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 and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement, but subject in all respects to Section 2.22, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Loan Documents 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 Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit DocumentsLoan Documents and any protective advances made by the Agent or any of the Lenders, pro rata as set forth below; SECOND, to the payment of any fees owed to the Administrative Agent or any Lender, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans, pro rata as set forth below; FIFTH, to Loans and all other obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” aboveLoan Documents, pro rata as set forth below; and SIXTHFIFTH, 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 and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be 50 applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement, but subject in all respects Agreement to Section 2.22the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent Agent, or any Lender on account of Borrowers’ Obligations or any other amounts outstanding under any of the Credit Loan Documents or in respect of the Collateral shall be paid over or delivered as follows: follows unless otherwise determined by Agent in its sole discretion: (a) FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable attorneys’ feesAttorney Costs) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of Agent and the Lenders under the Credit Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of the Collateral Documents, pro rata as set forth below; ; (b) SECOND, to payment of any fees fees, if any, owed to the Administrative Agent or any Lender, pro rata in its capacity as set forth below; Agent; (c) THIRD, to the payment of all Obligations consisting of accrued interest payable to the Lenders hereunder, pro rata as set forth below; fees and interest; (d) FOURTH, to the payment of the outstanding principal amount of the LoansObligations, pro rata as set forth below; including any Swap Obligations; (e) FIFTH, to payment of all other Obligations and other obligations which shall have become due and payable under the Credit Loan Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and and (f) SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) Pro Rata Share of amounts available to be appliedapplied pursuant to clauses “THIRD”, “FOURTH” and “FIFTH” and above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement, but subject in all respects Credit Agreement to Section 2.22the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs costs, fees and expenses (including without limitation limitation, reasonable attorneys’ fees' fees actually incurred) of the Administrative Agent or any and each of the Lenders in connection with enforcing the its rights of the Lenders under the Credit Documents, pro rata as set forth belowDocuments or otherwise with respect to the Obligations owing to such Lender; SECOND, to the payment of any fees owed to all fees, with the Administrative Agent or any Lenderremainder, pro rata as set forth below; THIRDif any, to the payment of all accrued interest payable to on or in respect of the Lenders hereunder, pro rata as set forth belowObligations; FOURTHTHIRD, to the payment of the outstanding principal amount of the Loans, pro rata as set forth belowObligations (including the payment or case collateralization of the outstanding LOC Obligations); FIFTHFOURTH, to all other Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "THIRD" above; and SIXTHFIFTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied.proportion

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement, but subject in all respects Credit Agreement to Section 2.22the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Term Loan or any other amounts outstanding under any of the Credit Documents 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 Administrative Agent or any of the Lenders Agents in connection with enforcing the rights of the Lenders under the Credit Documents, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent or any Lender, pro rata as set forth belowAgent's Fees then due and payable; 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 or otherwise with respect to the portion of the Term Loan owing to such Lender; FOURTH, to the payment of all accrued interest payable to and Fees on or in respect of the Lenders hereunder, pro rata as set forth belowTerm Loan; FOURTHFIFTH, to the payment of the outstanding principal amount of the Loans, pro rata as set forth belowTerm Loan; FIFTHSIXTH, to all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "SIXTH" above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied.proportion

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, but subject in all respects to Section 2.22, after the occurrence and during the continuation of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents 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’ feesAttorneys' Costs) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent or any Lender, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses “"FIRST” " through “"FOURTH” " above; and SIXTH, 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 category; and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) Loans of amounts available to be applied).

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement, but subject in all respects to Section 2.22, after the occurrence of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents 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 Administrative Agent or any of and the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent Agent, or any Lender, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses “"FIRST” " through “"FOURTH” " above; and SIXTH, to the payment of the surplus, if any, to whoever 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 and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) ), of amounts available to be applied.