Consequences of a Compensation Event Sample Clauses

Consequences of a Compensation Event. ‌ 10.1 If, as a direct result of the occurrence of a Compensation Event: 10.1.1 the Seller is unable to comply with its obligations under this Agreement; and/or 10.1.2 the Seller incurs costs or loses revenue, then the Seller is entitled to apply for relief from its obligations under this Agreement and/or to claim compensation under this Agreement. 10.2 To obtain relief and/or claim compensation, the Seller must:‌ 10.2.1 as soon as practicable, and in any event within five (5) days after it became aware that the Compensation Event has caused or is likely to cause breach of an obligation under this Agreement and/or the Seller to incur costs or lose revenue, give to the DoE a notice of its claim for payment of compensation and/or relief from its obligations under this Agreement;‌ 10.2.2 within ten (10) days of receipt by the DoE of the notice referred to in clause 10.2.1 above, give the DoE full details of the Compensation Event and the extension of time and/or any estimated change in project costs claimed and/or the loss of revenue claimed; and 10.2.3 demonstrate to the reasonable satisfaction of the DoE that: 10.2.3.1 the Compensation Event was the direct cause of the time lost and/or estimated change in project costs and/or the loss of revenue claimed; and 10.2.3.2 the estimated change in project costs, the loss of revenue claimed, time lost, and/or relief from the obligations under the Agreement claimed, could not reasonably be expected to be mitigated or recovered by the Seller acting in accordance with the standards of a Reasonable and Prudent Operator. 10.3 If the Seller has complied with its obligations under clause 10.2, then: 10.3.1 in the case of an additional cost being incurred or revenue being lost by the Seller, including Capital Expenditure incurred by the Seller at any time, the DoE shall have the option to compensate the Seller for the actual estimated change in project costs as adjusted to reflect the actual costs reasonably incurred or actual revenue lost by the Seller either: 10.3.1.1 in one lump-sum payment, payable within ninety (90) Business Days of its receipt of a written demand by the Seller supported by all relevant information; or 10.3.1.2 in equal monthly instalments for the remainder of the Term, commencing within ninety (90) Business Days of its receipt of a written demand by the Seller supported by all relevant information, provided that interest shall accrue on the full amount due and payable, at the Agreed Interest Rate, fr...
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Consequences of a Compensation Event. (a) If a Compensation Event occurs, Project Co’s sole right to compensation shall be as set out in this Article 23. For greater certainty, except as aforesaid, no other Delay Event shall entitle Project Co to receive any compensation, except as otherwise provided in: (i) Schedule 11 – Change Procedure; (ii) Article 24, in the case of a Delay Event referred to in Section 22.1(a)(viii); and (iii) Article 21, in the case of a Delay Event referred to in Section 22.1(a)(ix). (b) Subject to Sections 23.3 and 23.4, if it is agreed or determined in accordance with Schedule 14 – Dispute Resolution Procedure, that there has been a Compensation Event, Project Co shall be entitled to all Direct Losses incurred or suffered by it as a result of the Compensation Event, as approved by Owner and the Consultant and processed as a Change Order, including the Overhead and Project Fee as determined in accordance with Schedule 11 – Change Procedure, and any increase to the Cost of the Financing, as determined in accordance with Section 2.10 of Schedule 11 – Change Procedure.
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Consequences of a Compensation Event. If, as a direct result of the occurrence of a Compensation Event:
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Consequences of a Compensation Event. If, as a direct result of the occurrence of a Compensation Event: the Private Party is unable to complete the Works or to provide the Services on or before the Scheduled Operation Commencement Date; the Private Party is unable to comply with its obligations under this PPP Agreement; and/or the Private Party incurs costs or loses revenue, then the Private Party is entitled to apply for relief from its obligations and/or claim compensation under this PPP Agreement. To obtain relief and/or claim compensation the Private Party must: as soon as practicable, and in any event within [x] days after it became aware that the Compensation Event has caused or is likely to cause delay, breach of an obligation under this PPP Agreement and/or the Private Party to incur costs or lose revenue, give to the Institution a notice of its claim for an extension of time of the Scheduled Operation Commencement Date, payment of compensation and/or relief from its obligations under this PPP Agreement; within [x] days of receipt by the Institution of the notice referred to in clause , give full details of the Compensation Event and the extension of time and/or any estimated change in project costs claimed; and demonstrate to the reasonable satisfaction of the Institution that: the Compensation Event was the direct cause of the estimated change in project costs and/or any delay in the achievement of the Scheduled Operation Commencement Date; and the estimated change in project costs, time lost, and/or relief from the obligations under this PPP Agreement claimed, could not reasonably be expected to be mitigated or recovered by the Private Party acting in accordance with Good Industry Practice. If the Private Party has complied with its obligations under clause above, then: the Scheduled Operation Commencement Date shall be postponed by such time as shall be reasonable for such a Compensation Event, taking into account the likely effect of delay; in the case of an additional cost being incurred by the Private Party: on or before the Scheduled Operation Commencement Date; or as a result of capital expenditure being incurred by the Private Party at any time, the Institution shall compensate the Private Party for the actual estimated change in project costs as adjusted to reflect the actual costs reasonably incurred within [x] days of its receipt of a written demand by the Private Party supported by all relevant information; the Institution shall give the Private Party such relief from its...
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Consequences of a Compensation Event. (a) If a Compensation Event occurs, Project Co’s sole right to compensation shall be as set out in this Article 23. For greater certainty, except as aforesaid, no other Delay Event shall entitle Project Co to receive any compensation, except as otherwise provided in: (i) Schedule 11 – Change Procedure; (ii) Article 24, in the case of a Delay Event referred to in Section 22.1(a)(viii); and (iii) Article 21, in the case of a Delay Event referred to in Section 22.1(a)(ix). (b) Subject to Sections 23.3 and 23.4, if it is agreed or determined in accordance with Schedule 14 – Dispute Resolution Procedure, that there has been a Compensation Event, Project Co shall be entitled to all Direct Losses incurred or suffered by it as a result of the Compensation Event, as approved by Owner and the Consultant and processed as a Change Order, including the Overhead and Project Fee as determined in accordance with Schedule 11 – Change Procedure, and any increase to the Cost of the Financing, as determined in accordance with Section 2.10 of Schedule 11 – Change Procedure. (c) Notwithstanding any other provision in this Project Agreement, including Section 23.2(b), where the Owner elects to apply all or any portion of the number of days of the Schedule Cushion, Project Co shall not be entitled to any Direct Losses or any other additional compensation related to the time that is reduced or eliminated by the Schedule Cushion, except as otherwise provided in Section 2.11 of Schedule 11.
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Consequences of a Compensation Event. 47.1 If, as a direct result of the occurrence of a Compensation Event: 47.1.1 the Private Party is unable to achieve Service Commencement on or before the Scheduled Service Commencement Date; 47.1.2 the Private Party is unable to comply with its obligations under this PPP Agreement; and/or 47.1.3 the Private Party incurs costs or loses revenue, then the Private Party is entitled to apply for relief from its obligations and/or claim compensation under this PPP Agreement. 47.2 To obtain relief and/or claim compensation the Private Party must: 47.2.1 as soon as practicable, and in any event within ten (10) Business Days after it became aware that the Compensation Event has caused or is likely to cause delay, breach of an obligation under this PPP Agreement and/or the Private Party to incur costs or lose revenue, give to the Municipality a notice of its claim for an extension of time for Service Commencement, payment of compensation and/or relief from its obligations under this PPP Agreement; 47.2.2 within twenty (20) Business Days of receipt by the Municipality of the notice referred to in clause 47.2.1 above, give full details of the Compensation Event and the extension of time and/or any estimated change in project costs claimed; and 47.2.3 demonstrate to the reasonable satisfaction of the Municipality that: (a) the Compensation Event was the primary cause of the estimated change in project costs and/or any delay in the achievement of the Scheduled Service Commencement Date; and (b) the estimated change in Project costs, time or revenue lost, and/or relief from the obligations under the PPP Agreement claimed, could not reasonably be expected to be mitigated or recovered by the Private Party acting in accordance with Good Industry Practice. 47.3 In the event that the Private Party has complied with its obligations under clause 47.2 above, then: 47.3.1 the Scheduled Service Commencement Date shall be postponed by such time as shall be reasonable for such a Compensation Event, taking into account the likely effect of delay; and 47.3.2 in the case of an additional cost being incurred by the Private Party or the Private Party losing any revenue: (a) on or before the Service Commencement Date; or (b) as a result of Capital Expenditure being incurred by the Private Party at any time, the Municipality shall compensate the Private Party for the actual change in Project costs, loss of revenue, Capital Expenditure incurred, within thirty (30) Business Days of its rece...
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Consequences of a Compensation Event. (a) If a Compensation Event occurs, Project Co‟s sole right to compensation shall be as set out in this Article 23. For greater certainty, except as aforesaid, no other Delay Event shall entitle Project Co to receive any compensation, except as otherwise provided in: (i) Schedule 11 – Change Procedure; (ii) Article 24, in the case of a Delay Event referred to in Section 22.1(a)(viii); and (iii) Article 21, in the case of a Delay Event referred to in Section 22.1(a)(ix). (b) Subject to Sections 23.3 and 23.4, if it is agreed, or determined in accordance with Schedule 14 – Dispute Resolution Procedure, that there has been a Compensation Event, Project Co shall be entitled to all Direct Losses incurred or suffered by it as a result of the Compensation Event, as approved by Owner and the Consultant
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Consequences of a Compensation Event. (a) If a Compensation Event occurs, Project Co’s sole right to compensation shall be as set out in this Section 41. For greater certainty, except as aforesaid, no other Delay Event shall entitle Project Co to receive any compensation, except as otherwise provided in: (i) Schedule 22 − Variation Procedure, in the case of a Delay Event referred to in Section 40.1(a)(i); (ii) Section 44, in the case of a Delay Event referred to in Section 40.1(a)(ix); (iii) Section 43, in the case of a Delay Event referred to in Section 40.1(a)(x); and (iv) Section 38, in the case of a Delay Event referred to in Section 40.1(a)(xi). (b) Subject to Sections 41.3 and 41.4, if it is agreed, or determined in accordance with Schedule 27 − Dispute Resolution Procedure, that there has been a Compensation Event, Project Co shall be entitled to such compensation as would place Project Co in no better and no worse position than it would have been in had the relevant Compensation Event not occurred. For greater certainty, in respect of a Compensation Event that is also a Delay Event, such compensation will include amounts which, but for the Delay Event, would have been paid by the City to Project Co. Project Co shall promptly provide the City Representative with any information the City Representative may require in order to determine the amount of such compensation. (c) If the City is required to compensate Project Co pursuant to this Section 41.2, then the City may either pay such compensation as a lump sum payment or payments at times and in a manner to be agreed with Project Co, acting reasonably, or, alternatively, the City may request Project Co to agree to an adjustment to the Monthly Service Payments. If Project Co agrees to an adjustment to the Monthly Service Payments, then the provisions of Schedule 22 − Variation Procedure shall apply. (d) Notwithstanding any other provision in this Project Agreement, including Section 41.2(b), where City elects to apply all or any portion of the number of days of the Schedule Cushion, Project Co shall not be entitled to any Direct Losses or any other additional compensation related to the time that is reduced or eliminated by the Schedule Cushion, except as otherwise provided in Schedule 22 – Variation Procedure. For the avoidance of doubt, this Section 41.2(d) shall not apply to the Compensation Event set out in Section 41.1(a)(ii).
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Related to Consequences of a Compensation Event

  • Consequences of a Servicer Termination Event If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

  • Consequences of an Event of Default (a) If an Event of Default specified in subsections (a) through (l), (o), (p) or (q) of Section 7.01 shall occur and, be continuing or shall exist, then, in addition to all other rights and remedies which the Administrative Agent or any Lender may have hereunder or under any other Loan Document, at law, in equity or otherwise, the Lenders shall be under no further obligation to make Loans hereunder, and the Administrative Agent may, and, upon the written request of the Required Lenders shall, by notice to the Borrower, from time to time do any or all of the following: (i) Declare the Commitments terminated, whereupon the Commitments will terminate and any fees hereunder shall be immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby waived, and an action therefor shall immediately accrue. (ii) Declare the unpaid principal amount of the Loans, interest accrued thereon and all other obligations to be immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby waived, and an action therefor shall immediately accrue. (b) If an Event of Default specified in subsection (m) or (n) of Section 7.01 shall occur or exist, then, in addition to all other rights and remedies which the Administrative Agent or any Lender may have hereunder or under any other Loan Document, at law, in equity or otherwise, the Commitments shall automatically terminate and the Lenders shall be under no further obligation to make Loans, and the unpaid principal amount of the Loans, interest accrued thereon and all other obligations shall become immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived, and an action therefor shall immediately accrue.

  • Consequences of Termination If this Agreement is terminated pursuant to this Article, the Funder may: (a) cancel all further Funding instalments; (b) demand the repayment of any Funding remaining in the possession or under the control of the HSP; (c) through consultation with the HSP, determine the HSP’s reasonable costs to wind down the Services; and

  • Consequences of a Servicer Default If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer.

  • Consequences of Event of Default (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries occurs and is continuing, 100% of the outstanding principal of this Note will become and will automatically be immediately due and payable without any action on the part of the Holder. (b) Subsection (a) above, however, is subject to the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payable, and before any judgment or decree for the payment of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal on this Note that will have become due solely by such acceleration, will have been cured or waived, then and in every such case the Holder, by written notice to the Company, may waive all defaults or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured for every purpose of this Note; but no such waiver or rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any right consequent thereon.

  • Consequences of Events of Default (a) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days or any other Event of Default has occurred, the interest rate on this Note will increase immediately by an increment of two percentage points to the extent permitted by law. Thereafter, until such time as no Event of Default exists, the interest rate on this Note will increase automatically at the end of each succeeding fiscal quarter by an additional increment of one percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum). Any increase of the interest rate resulting from the operation of this Section 3.2(a) will terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Section). (b) If an Event of Default of the type described in Section 3.1(d) has occurred, the principal amount of this Note (together with all accrued interest thereon and all other amounts payable in connection therewith) will become immediately due and payable without any action on the part of the Holder, and the Companies will immediately pay to the Holder all amounts due and payable with respect to this Note. (c) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d)) has occurred, the Holder may declare all or any portion of the outstanding principal amount of this Note (together with all accrued interest thereon and all other amounts due in connection therewith) due and payable and demand immediate payment of all or any portion of such amount. If the Holder demands immediate payment and all or any portion of the amounts due under this Note, the Companies will immediately pay to the Holder all amounts demanded to be paid with respect to this Note. (d) The Holder will also have any other rights which it may have been afforded under any contract or agreement at any time and any other rights which the Holder may have pursuant to applicable law. (e) Each Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the Holder may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Companies hereunder.

  • H4 Consequences of Expiry or Termination Where the Authority terminates the Contract under clause F5.5 (Remedies in the Event of Inadequate Performance) or clause H2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under clause F5.5 or clause H2 (Termination on Default), no further payments shall be payable by the Authority to the Contractor until the Authority has established the final cost of making those other arrangements.

  • Consequences of Termination of Employment 5.1 Death ----- In the event of the death of the Employee during the term of employment hereunder, the estate or other legal representatives of the Employee shall be entitled to continuation of the salary provided for in Section 4.1 for a period of 6 months from the date of the Employee's death, at the rate in effect at such date.

  • CONSEQUENCES OF TERMINATION AND EXPIRY 28.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or termination of this Framework Agreement or such other date as required under this Clause 28 (Consequences of Termination and Expiry). 28.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Contracts to terminate automatically. For the avoidance of doubt, all Call-Off Contracts shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Contract and the Supplier shall continue to pay any Management Charges due to the Authority in relation to such Call-Off Contracts, notwithstanding the termination or expiry of this Framework Agreement. 28.3 If the Authority terminates the Framework Agreement under Clause 26.8 (Termination of Default), and then makes other arrangements for the provision of the Services, the Authority shall be entitled to recover from the Supplier the reasonable additional costs charged by a third party for the provision of the Services and any additional expenditure incurred by the Authority as a result of such a default. Where the Framework Agreement is terminated under Clause 26.8, no further payments shall be payable by the Authority until the Authority has established the final cost of making those other arrangements. 28.4 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement, the Supplier shall return to the Authority any Authority’s Confidential Information in the Supplier's possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under this Framework Agreement or under any Law, or such other period as is reasonably necessary for such compliance. 28.5 The Authority shall be entitled to require access to data or information arising from the provision of the Services by the Supplier until the latest of: 28.5.1 the expiry of a period of twelve (12) Months following termination or expiry of this Framework Agreement; or 28.5.2 the expiry of a period of three (3) Months following the date on which the Supplier ceases to provide Ordered Services under any Call-Off Contract. 28.6 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Framework Agreement prior to termination or expiry. 28.7 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 8 (Warranties and Representations), 9 (Prevention of Bribery and Corruption), 10 (Conflicts of Interest), 11 (Safeguard Against Fraud), 12 (Call-Off Contract Performance), 15 (Provision of Management Information), 16 (Management Charge), 17 (Records and Audit Access), 19 (Confidentiality), 21 (Official Secrets Acts), 22 (Data Protection), 23 (Freedom of Information), 28 (Consequences of Termination and Expiry), 29 (Liability), 30 (Insurance), 34 (Rights of Third Parties), 37 (Waiver and Cumulative Remedies) and 47 (Law and Jurisdiction), Framework Agreement Schedules 1 (Services), 2 (Sub-Contractors), 3 (Charging Structure), 5 (Ordering Procedure), 7 (Value for Money), 8 (Management Information), 9 (Self Audit Certificate), 11 (Guarantee), 12 (Commercially Sensitive Information), 13 (Standards), 14 (Management), and, without limitation to the foregoing, any other provision of this Framework Agreement which expressly or by implication is to be performed or observed notwithstanding termination or expiry shall survive the termination or expiry of this Framework Agreement.

  • Allocation of Payments After Event of Default Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any Borrower, all amounts collected from such Borrower 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 other than the fees of in-house counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower 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 by such Borrower, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and SIXTH, 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 each Lender’s Commitment Percentages) of amounts available to be applied.

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