Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies; (b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 4 contracts
Samples: Credit Agreement (Global Net Lease, Inc.), Credit Agreement (Global Net Lease, Inc.), Credit Agreement (Global Net Lease, Inc.)
Distribution of Proceeds. At all times, all proceeds of Bank Collateral and Receivables Program Assets received by the Banks' Agent or by the Administrative Agent or Receivables Collateral Agent shall be distributed by them in accordance with the following procedure:
(i) All proceeds of the Bank Collateral (including, without limitation, the proceeds of any Disposition of Bank Collateral, regardless of whether the Banks' Agent has a perfected and enforceable lien in such Bank Collateral) shall be paid to the Banks' Agent either (x) for application against the Bank Claim and other obligations and liabilities owing under the Credit Agreement and other Loan Documents, in each case to the extent then due and owing and unpaid, until the Bank Claim and such other obligations and liabilities have been paid and satisfied in full in cash and the Credit Agreement is terminated, or (y) for other disposition in accordance with the Credit Agreement and the other Loan Documents, and (ii) any remaining proceeds shall be paid to the Borrower or as otherwise required by applicable law, and each of the Receivables Seller, the Administrative Agent (for itself and on behalf of each Receivables Purchaser) and the Receivables Collateral Agent agrees that none of the Receivables Seller, the Administrative Agent, the Receivables Purchasers or the Receivables Collateral Agent have, nor shall they have, any Receivables Interest in such remaining proceeds.
(i) All proceeds of the Receivables Program Assets (including, without limitation, the proceeds of any Disposition of Receivables Program Assets, regardless of whether the Receivables Collateral Agent has a perfected and enforceable lien in such Receivables Program Assets) shall be paid to the Receivables Collateral Agent either (x) for application against the Receivables Claim in accordance with the Receivables Documents until the Receivables Claim has been paid and satisfied in full in cash and the Receivables Documents have been terminated, or (y) for other disposition in accordance with the Receivables Documents, (ii) any remaining proceeds of Purchased Assets Returned Goods shall be paid to the Banks' Agent, as pledgee of the equity interests of the Receivables Seller, for application or other disposition as provided in Section 2.3(a) above, and (iii) any remaining proceeds shall be paid to the Receivables Seller or as otherwise required by applicable law, and the Banks' Agent (for itself and on behalf of each Bank) agrees that neither the Banks' Agent nor the Banks have, nor shall they have, any Bank Interest in such remaining proceeds, except to the extent of any Bank Interest in the Company Claim and any Stock Collateral.
(c) In the event that any of the Receivables Seller, the Administrative Agent, the Receivables Purchasers or the Receivables Collateral Agent now or hereafter obtains possession of any other Bank Collateral, it shall immediately deliver such other Bank Collateral to the Banks' Agent or to such other Person as the Banks' Agent shall specify in a written authorization for delivery thereof (and until delivered to the Banks' Agent such Bank Collateral shall be held in trust for the Banks' Agent). If at the time of such delivery the Banks' Agent determines that, following pursuant to the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any terms of the Loan Documents, or otherwise with respect it is not entitled to retain possession of such other Bank Collateral (including during the existence of a Bank Event of Default), the Banks' Agent shall promptly deliver such other Bank Collateral to the realization upon Borrower.
(d) In the event that the Borrower, the Banks or the Banks' Agent now or hereafter obtains possession of any other Receivables Program Assets, it shall immediately deliver such other Receivables Program Assets to the Receivables Collateral Agent or to such other Person as the Receivable Collateral Agent shall specify in a written authorization for delivery thereof (and until delivered to the Receivables Collateral Agent such Receivables Program Assets shall be held in trust for the Receivables Collateral Agent). If at the time of such delivery the Receivables Collateral Agent determines that, pursuant to the terms of the assets Receivables Documents, it is not entitled to retain possession of such other Receivable Program Assets, the Receivables Collateral Agent shall promptly deliver such other Receivable Program Assets to the Borrower.
(e) If any inventory of the Borrower Originator has been commingled with Purchased Assets Returned Goods in which the Receivables Interest continues as provided in Section 2.1 above, and the Banks' Agent or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection any Bank receives any proceeds on account of such monies inventory (whether by reason of sale or by reason of insurance payments on account thereof) prior to release of such Receivables Interest, then the AgentBanks' Agent and the Receivables Collateral Agent shall, for in good faith, cooperate with each other to separate the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers Originator's inventory (and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to proceeds thereof) from such monies;
Purchased Assets Returned Goods (b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall determineproceeds thereof); provided, however, that if such separation is not possible, then the Banks' Agent and the Receivables Collateral Agent agree to share such Inventory and Purchased Assets Returned Goods and proceeds thereof proportionately which shall mean that (i) Swing Loans all proceeds of such inventory shall be repaid firstpaid to the Banks' Agent and the Banks' Agent shall, immediately upon receipt of such proceeds, pay to the Receivables Collateral Agent for application, payment or other disposition as provided in Section 2.3(b) above, a share of such proceeds equal to the dollar amount thereof multiplied by a fraction, the numerator of which equals the book value of the Purchased Assets Returned Goods in which the Receivables Interest continues as provided in Section 2.1 above and the denominator of which equals the book value of all of the inventory on account of which the Banks' Agent has received such cash proceeds; and (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender remaining proceeds shall be governed by §2.13paid to the Banks' Agent for application, and (iv) except holding and/or payment as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing LoansSection 2.3(a) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled theretoabove.
Appears in 3 contracts
Samples: Intercreditor Agreement (Avondale Inc), Intercreditor Agreement (Avondale Inc), Credit Agreement (Avondale Inc)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral or assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders Banks shall determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Agent’s fee payable pursuant to §4.24.3 and all other Obligations, (iiiii) in the event that any Lender is a Defaulting Lender, payments Bank shall have wrongfully failed or refused to make an advance under §2.5 and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iv) except as otherwise provided in clause (iii), ) Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, Banks pro rata, and as between (iv) amounts received or realized from the Revolving Credit Loans and Term Loans pro rataBorrower shall be applied against the Obligations of the Borrower; and provided, further that the Majority Lenders Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Ramco Gershenson Properties Trust), Bridge Loan Agreement (Ramco Gershenson Properties Trust), Revolving Credit Agreement (Ramco Gershenson Properties Trust)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and the Hedge Obligations (including any interest, expenses or other obligations of either the Obligations or the Hedge Obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, 4.3; (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.132.14, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) and the Hedge Obligations shall be made among the Lenders and the Lender Hedge Providers, Providers pro rata, rata and as between the Revolving Credit Loans, Term Loans A and Term Loans B shall be made pro ratarata and (v) payment of principal on the Obligations and the Hedge Obligations shall be made on a pari passu basis; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 3 contracts
Samples: Credit Agreement (QTS Realty Trust, Inc.), Credit Agreement (QualityTech, LP), Credit Agreement (QTS Realty Trust, Inc.)
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or any other Person liable with respect to the GuarantorsObligations, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders Banks shall determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Agent’s 's fee payable pursuant to §4.2Section 4.3 and all other Obligations, (iii) in the event that any Lender is a Defaulting Lender, payments Bank shall have wrongfully failed or refused to make an advance under Section 2.7 and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) ), shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans Banks pro rata; and provided, further that the Majority Lenders Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 3 contracts
Samples: Revolving Credit Agreement (New Plan Excel Realty Trust Inc), Revolving Credit Agreement (Walden Residential Properties Inc), Revolving Credit Agreement (Walden Residential Properties Inc)
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, pari passu to (1) all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders Banks shall determinedetermine and (2) to any Derivatives Provider in respect of all amounts due to such Derivatives Provider under any Derivatives Provider Contract; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Agent’s fee payable pursuant to §4.24.3 and all other Obligations, (iiiii) in the event that any Lender is a Defaulting Lender, payments Bank shall have wrongfully failed or refused to make an advance under §2.6 and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iv) except as otherwise provided in clause (iii), ) Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, Banks pro ratarata , and as between (iv) amounts received or realized from the Revolving Credit Loans and Term Loans pro rataBorrower shall be applied against the Obligations of the Borrower; and provided, further that the Majority Lenders Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 3 contracts
Samples: Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust), Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust), Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust)
Distribution of Proceeds. In Notwithstanding anything to the contrary contained herein or in the other Loan Documents, in the event that, that following the occurrence and or during the continuance of any Event of Default, the Agents or any Lender receives any monies are received in connection with the enforcement of any on account of the Loan Documents, or otherwise with respect to the realization upon any of the assets of Obligations from the Borrower or the Guarantorsotherwise, such monies shall be distributed for application as follows:
(a) First, to the payment of or the reimbursement of, or (as the case may be) the reimbursement of the Agent Agents for or in respect ofof all costs, all reasonable out-of-pocket costsfees, expenses, disbursements and losses which that shall have been paid, incurred or sustained by the Agent Agents in connection with the collection of such monies by the AgentAgents, for or in connection with the exercise, protection or enforcement by the Agent Agents of all or any of the rights, remedies, powers and privileges of the Agent Agents or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such moniesDocument;
(b) Second, to the payment of all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, including interest on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13overdue amounts, and (iv) except as otherwise provided in clause (iii)late charges, Obligations owing to the Lenders then due and payable with respect to each type of Obligation such as interestthe Term Loans, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made allocated among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and rata in accordance with their respective outstanding principal amount of Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; andLoans;
(c) Third, to the payment of the outstanding principal balance of the Term Loans (including any applicable Call Premium and PIK Interest), allocated among the Lenders pro rata in accordance with their respective outstanding principal amount of Term Loans;
(d) Fourth, to any other outstanding Obligations, allocated among the Lenders pro rata in accordance with their respective outstanding principal amount of Term Loans; and
(e) Fifth, the excess, if any, after all Obligations have been indefeasibly paid in full in cash, shall be returned to the Borrower or to such other Persons as are lawfully entitled theretothereto or as a court of competent jurisdiction may direct.
Appears in 3 contracts
Samples: Credit Agreement (First Wind Holdings Inc.), Credit Agreement (First Wind Holdings Inc.), Credit Agreement (First Wind Holdings Inc.)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the GuarantorsCredit Parties, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable and documented out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in accordance with the terms of the Loan Documents in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any Letter of Credit Liabilities and any interest, expenses or other obligations incurred after the commencement of a bankruptcy bankruptcy) and Lender Hedge Obligations in the following order;
(i) To any other fees and expenses due to the Lenders or the Issuing Lender under the Loan Documents until paid in full;
(ii) to the payment of accrued and unpaid interest on all Swing Loans until paid in full;
(iii) to payment of accrued and unpaid interest on all other proceeding under any Insolvency LawLoans and Letter of Credit Liabilities, for the ratable benefit of the Lenders and the Issuing Lender, until paid in full;
(iv) to the payment of all unpaid principal on all Swing Loans until paid in full;
(v) payments of unpaid principal of all other Loans and Letter of Credit Liabilities, to be paid to the Lenders and the Issuing Lender equally and ratably in accordance with the respective amounts thereof then due and owing to such order or preference as the Majority Lenders shall determinePersons until paid in full; provided, however, to the extent that (i) Swing Loans any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be repaid firstpaid to the Agent to be held as Cash Collateral;
(vi) to payment of all other amounts due under any of the Loan Documents to be applied for the ratable benefit of the Agent, the Issuing Lender and/or the Lenders until paid in full; and
(iivii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that To any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding equally and ratably in accordance with the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not respective amounts thereof then due and payableowing to such Persons; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 3 contracts
Samples: Credit Agreement (Plymouth Industrial REIT, Inc.), Credit Agreement (Plymouth Industrial REIT, Inc.), Credit Agreement (Plymouth Industrial REIT Inc.)
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received from the Borrowers or in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the GuarantorsGuaranties, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Required Lenders shall may determine; provided, however, that (i) Swing Loans distributions shall be repaid first, made (iiA) distributions in respect of such other Obligations shall include, on a pari passu basis, any among Obligations with respect to the Administrative Agent’s fee 's Administration Fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, 4.1 and all other Obligations and (ivB) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made expenses, among the Lenders and Lender Hedge Providers, pro rata, and as between (ii) the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders Administrative Agent may in their its discretion make proper allowance to take into account any Obligations not then due and payable; and;
(c) Third, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.
Appears in 3 contracts
Samples: Revolving Credit and Term Loan Agreement (Sovran Self Storage Inc), Revolving Credit and Term Loan Agreement (Sovran Acquisition LTD Partnership), Revolving Credit and Term Loan Agreement (Sovran Self Storage Inc)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, paid or incurred or sustained by the Agent or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, ; (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 2 contracts
Samples: Credit Agreement (Carter Validus Mission Critical REIT, Inc.), Credit Agreement (Carter Validus Mission Critical REIT, Inc.)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, ; (iiiii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iviii) except as otherwise provided in clause (iiiii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 2 contracts
Samples: Credit Agreement (Gladstone Commercial Corp), Credit Agreement (Gladstone Commercial Corp)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, paid or incurred or sustained by the Agent to protect or preserve the Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in respect of the Collateral or other assets of the Borrower or the Guarantors or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 2 contracts
Samples: Credit Agreement (Jernigan Capital, Inc.), Credit Agreement (Jernigan Capital, Inc.)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and the Hedge Obligations (including any interest, expenses or other obligations of either the Obligations or the Hedge Obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, 4.3; (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.132.14, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) and the Hedge Obligations shall be made among the Lenders and the Lender Hedge Providers, Providers pro rata, rata and as between the Revolving Credit Loans and Term Loans shall be made pro ratarata and (v) payment of principal on the Obligations and the Hedge Obligations shall be made on a pari passu basis; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 2 contracts
Samples: Credit Agreement (QTS Realty Trust, Inc.), Credit Agreement (QTS Realty Trust, Inc.)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, 4.3; (iiiii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, ; and (iviii) except as otherwise provided in clause (iiiii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 2 contracts
Samples: Term Loan Agreement (Mid-America Apartments, L.P.), Term Loan Agreement (Mid-America Apartments, L.P.)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, paid or incurred or sustained by the Agent or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, ; (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 2 contracts
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.), Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of its rights hereunder or under any of the other Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent or the Collateral Agent in connection with the collection of such monies by the Administrative Agent or the Collateral Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders Collateral Agent under this Credit Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Administrative Agent or the Collateral Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders Collateral Agent to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including pay any interestfees, expenses indemnities or other obligations incurred after expense reimbursements then due to the commencement of a bankruptcy Administrative Agent from the Borrower or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable Guarantor pursuant to §4.2, (iii) in the event that terms of any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; andLoan Document;
(c) Third, to pay interest due in respect of the Loans;
(d) Fourth, to pay or prepay principal of the Loans;
(e) Fifth, to the payment of any other Obligation due to the Administrative Agent or any Lender by the Borrower or any Guarantor;
(f) Sixth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Pershing Square Capital Management, L.P.), Senior Secured Credit Agreement (Borders Group Inc)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the GuarantorsCredit Parties, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable and documented out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in accordance with the terms of the Loan Documents in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) and Lender Hedge Obligations in such order or preference as the Majority Lenders shall determine; provided, that following order;
(i) Swing Loans shall be repaid first, To any other fees and expenses due to the Lenders under the Loan Documents until paid in full;
(ii) distributions to payment of accrued and unpaid interest on all Loans, for the ratable benefit of the Lenders, until paid in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, full;
(iii) payments of unpaid principal of all Loans, to be paid to the Lenders ratably in accordance with the event that any Lender is a Defaulting Lender, payments respective amounts thereof then due and owing to such Lender shall be governed by §2.13, and Persons until paid in full;
(iv) except as otherwise provided in clause (iii), Obligations owing to payment of all other amounts due under any of the Loan Documents to be applied for the ratable benefit of the Agent and/or the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and until paid in full; and
(v) To any Lender Hedge Obligations (but excluding equally and ratably in accordance with the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not respective amounts thereof then due and payableowing to such Persons; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Plymouth Industrial REIT, Inc.), Term Loan Credit Agreement (Plymouth Industrial REIT, Inc.)
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders Banks shall determine; provided, however, that (i) Swing Line Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Agent’s fee payable pursuant to §4.24.3 and all other Obligations, (iii) in the event that any Lender is a Defaulting LenderBank shall have wrongfully failed or refused to make an advance under §2.6, payments to §2.9(f) or §2.10(c) and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) Obligations, shall be made among the Lenders Banks and Lender Hedge Providers, Providers pro rata, and as between the Revolving Credit Loans and Term Loans shall be made pro rata, and (v) amounts received or realized from the Borrower shall be applied against the Obligations of the Borrower; and provided, further that the Majority Lenders Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 2 contracts
Samples: Secured Master Loan Agreement (Ramco Gershenson Properties Trust), Secured Master Loan Agreement (Ramco Gershenson Properties Trust)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in accordance with the terms of the Loan Documents in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to the payment of all other Obligations and Hedge Obligations (including any Letter of Credit Liabilities and any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Lenders shall determinefollowing order; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and 14.16; (ivii) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders Lenders, pro rata; and (iii) Obligations owing to the Lender Hedge Providers with respect to Lender Hedge Obligations shall be made among the Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable:
(i) To any other fees and expenses due to the Lenders or the Issuing Lender until paid in full;
(ii) to the payment of interest on all Swing Loans until paid in full;
(iii) to payment of interest on all other Loans and Letter of Credit Liabilities, for the ratable benefit of the Lenders and the Issuing Lender, until paid in full;
(iv) to the payment of all principal of Swing Loans until paid in full;
(v) payments of principal of all other Loans and Letter of Credit Liabilities, to be paid to the Lenders and the Issuing Lender equally and ratably in accordance with the respective amounts thereof then due and owing to such Persons until paid in full; provided, however, to the extent that any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Agent to be held as cash collateral; and
(vi) to any Hedge Obligations owed to the Lender Hedge Providers, pro rata;
(vii) to payment of all other amounts due under any of the Loan Documents to be applied for the ratable benefit of the Agent, the Issuing Lender and/or the Lenders until paid in full; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 2 contracts
Samples: Credit Agreement (City Office REIT, Inc.), Credit Agreement (City Office REIT, Inc.)
Distribution of Proceeds. In Notwithstanding anything to the contrary contained herein, in the event that, that following the occurrence and during the continuance of any Event of Default, the Agent or any Lender receives any monies are received in connection with the enforcement of any on account of the Lender Obligations from any Loan Documents, Party or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantorsotherwise, such monies shall be distributed for application as follows:
(a) First, to the payment of or the reimbursement of, or (as the case may be) the reimbursement of the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for or in connection with the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such moniesDocument;
(b) Second, to the payment of all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, including interest on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13overdue amounts, and (iv) except as otherwise provided in clause (iii)late charges, Obligations owing to the Lenders then due and payable with respect to each type of Obligation such as interestthe Loans, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made allocated among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in proportion to their discretion make proper allowance to take into account any Obligations not then due and payable; andrespective Commitment Percentages;
(c) Third, to the payment of the outstanding principal balance of the Loans, allocated among the Lenders in proportion to their respective Commitment Percentages;
(d) Fourth, to provide cash collateral to the Agent for the account of the Issuing Bank for that portion of the Letter of Credit Exposure comprised of the aggregate undrawn amount of the Letters of Credit;
(e) Fifth, to any other outstanding Lender Obligations, other than Unasserted Lender Obligations, allocated among the Lenders in proportion to their respective Commitment Percentages; and to
(f) Sixth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Gerber Scientific Inc), Credit and Guaranty Agreement (Gerber Scientific Inc)
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the GuarantorsBorrower, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders Banks shall determine; providedPROVIDED, HOWEVER, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any be made PARI PASSU among Obligations with respect to the Agent’s 's fee payable pursuant to §4.2, Section 4.3 and all other Obligations; (iiiii) in the event that any Lender is a Defaulting Lender, payments Bank shall have wrongfully failed or refused to make an advance under Section 2.7 and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iviii) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rataBanks PRO RATA; and providedPROVIDED, further that the Majority Lenders Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Meridian Industrial Trust Inc), Revolving Credit Agreement (Meridian Industrial Trust Inc)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, ; (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, 4.3; (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, ; and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 2 contracts
Samples: Credit Agreement (Mid America Apartment Communities Inc), Credit Agreement (Mid America Apartment Communities Inc)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the GuarantorsBorrower, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall may determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments shall have wrongfully failed or refused to make an advance under §2.6 and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Lenders during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iv) except as otherwise provided distributions in clause (iii), respect of such Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro ratarata in accordance with each Lender’s respective Facility Percentage; and provided, further further, that the Majority Lenders Agent may in their its discretion make proper allowance to take into account any Obligations not then due and payable; and;
(c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lenders and the Agent of all of the obligations, and to the payment of any obligations required to be paid pursuant to applicable laws applicable to such enforcement; and
(d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are legally entitled thereto.
Appears in 1 contract
Samples: Unsecured Revolving Credit Agreement (Amerivest Properties Inc)
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the GuarantorsGuarantor, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent to protect or preserve any collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders Banks shall determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Agent’s 's fee payable pursuant to §4.2Section 4.3 and all other Obligations, (iiiii) in the event that any Lender is a Defaulting Lender, payments Bank shall have wrongfully failed or refused to make an advance under Section 2.7 and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iviii) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans Banks pro rata; and provided, provided further that the Majority Lenders Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Revolving Credit Agreement (Crescent Real Estate Equities LTD Partnership)
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Event of Default, the Agent or any Bank, as the case may be, collects or receives any monies are received in connection with the enforcement of for application to any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the GuarantorsObligations, such monies shall be distributed for application applied as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent or the Banks for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent or any Bank to protect or preserve the collateral or in connection with the collection of such monies by the AgentAgent or any Bank, for the exercise, protection or enforcement by the Agent or any Bank of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders any Bank under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent or any Bank against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders such Bank to such monies;
(b) Second, to all other Obligations and (except Obligations in respect of Qualified Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency LawAgreements) in such order or preference as the Majority Lenders Banks shall determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Agent’s 's fee payable pursuant to §4.2ss. 4.3 and all other Obligations, (iiiii) in the event that any Lender is a Defaulting Lender, payments Bank shall have wrongfully failed or refused to make an advance under ss. 2.3 and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iviii) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans Banks pro rata; and provided, further that the Majority Lenders Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and;
(c) Third, to Obligations in respect of Qualified Hedge Agreements in such order or preference as the Majority Banks shall determine; provided, that such Obligations owing to the Banks party to Qualified Hedge Agreements with respect to each type of obligation such as interest, principal, fees and expenses, shall be made among the Banks pro rata; and
(d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Revolving Credit Agreement (Berkshire Realty Co Inc /De)
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders Banks shall determine; provided, however, that (i) Swing Line Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Agent’s fee payable pursuant to §4.24.3 and all other Obligations, (iii) in the event that any Lender Bank is a Defaulting LenderBank, payments to such Lender Bank shall be governed by §2.132.12, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, Banks pro rata, and as between the Revolving Credit Loans and Term Loans shall be made pro rata, and (v) amounts received or realized from the Borrower shall be applied against the Obligations of the Borrower; and provided, further that the Majority Lenders Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Unsecured Master Loan Agreement (Ramco Gershenson Properties Trust)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and the Hedge Obligations (including any interest, expenses or other obligations of either the Obligations or the Hedge Obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first[intentionally omitted], (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, 4.3; (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.132.14, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and the Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and the Lender Hedge Providers, Providers pro rata, rata and as between (v) payment of principal on the Revolving Credit Loans Obligations and Term Loans pro ratathe Hedge Obligations shall be made on a pari passu basis; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Administrative Agent or any Holder, as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows, subject to Section 11:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens Liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall Holders may determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender obligations shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), made Obligations owing to the Lenders Holders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans Holders pro rata; and provided, further further, that the Majority Lenders Administrative Agent may in their its discretion make proper allowance to take into account any Obligations not then due and payable; and;
(c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Holders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to Section 9-504(1)(c) of the Uniform Commercial Code of the Commonwealth of Massachusetts; and
(d) Fourth, the excess, if any, shall be returned to the Borrower Company or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Senior Subordinated Note Purchase Agreement (Transtechnology Corp)
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the GuarantorsGuarantor, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent to protect or preserve any collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders Banks shall determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Agent’s 's fee payable pursuant to §4.2Section 4.3 and all other Obligations, (iiiii) in the event that any Lender is a Defaulting Lender, payments Bank shall have wrongfully failed or refused to make an advance under Section 2.7 and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iviii) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans Banks pro rata; and provided, provided further that the Majority Lenders Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Revolving Credit Agreement (Crescent Real Estate Equities Co)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, paid or incurred or sustained by the Agent or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first[Intentionally Omitted], (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, ; (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Term Loan Agreement (Carter Validus Mission Critical REIT II, Inc.)
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies are received in connection with the enforcement of its rights hereunder or under any of the other Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall Banks may determine; provided, however, that (i) Swing Loans distributions shall be repaid first, made (iiA) distributions in respect of such other Obligations shall include, on a pari passu basis, any among Obligations with respect to the Agent’s 's fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, S)5.2 and all other Obligations and (ivB) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation owing to the Banks, such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made expenses, among the Lenders and Lender Hedge Providers, Banks pro rata, and as between (ii) the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders Agent may in their its discretion make proper allowance to take into account any Obligations not then due and payable; and;
(c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Banks and the Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to (S)9-504(1)(c) of the Uniform Commercial Code of the Commonwealth of Massachusetts; and
(d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Revolving Credit Agreement (Varian Semiconductor Equipment Associates Inc)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee due and payable pursuant to §4.2, ; (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Credit Agreement (CyrusOne Inc.)
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received from the Borrowers or in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the GuarantorsGuaranties, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies;
(b) Second, to payment of any fees, expenses or reimbursements owed to the Administrative Agent (including in its capacity as issuer of Letters of Credit);
(c) Third, to payments of fees and interest on all the Loans, to be applied for the ratable benefit of the Lenders, pro rata based on the proportion of the Lenders' interest in such Obligations;
(d) Fourth, to payments of principal of the Loans and to cash collateralize L/C Obligations, to be applied for the ratable benefit of the Lenders, pro rata based on the proportion of the Lenders' interest in such Obligations;
(e) Fifth, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after pro rata based on the commencement proportion of a bankruptcy or other proceeding under any Insolvency Law) the obligation holder's interest in such order or preference as the Majority Lenders shall determineObligations; provided, that (i) Swing Loans shall be repaid firsthowever, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders Administrative Agent may in their its discretion make proper allowance to take into account any Obligations not then due and payable; and
(cf) ThirdSixth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Sovran Self Storage Inc)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, if any, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, ; (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, 4.3; (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, 2.12; and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the GuarantorsGuarantor, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or of preference as the Majority Lenders Banks shall determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, Banks pro rata, and as between (ii) amounts received or realized from the Revolving Credit Loans and Term Loans pro rataBorrower shall be applied against the Obligations of the Borrower; and provided, further that the Majority Lenders Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust)
Distribution of Proceeds. In All proceeds of any realization on the event that, following Collateral received by the occurrence Administrative Agent pursuant to the Security Documents or any payments on any of the liabilities secured by the Security Documents received by the Administrative Agent or any Lender upon and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise Default shall be allocated and distributed as follows (and with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies contingent obligation shall be distributed held as cash collateral for application as follows:):
(a) First, to the payment ofof all costs and expenses, or (as the case may be) the reimbursement including without limitation all attorneys' fees, of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers Security Documents and privileges of the Agent or the Lenders under otherwise administering this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such moniesAgreement;
(b) Second, to the payment of all other Obligations and Hedge Obligations (including any interestcosts, expenses or other obligations incurred after the commencement and fees, including without limitation, commitment fees, letter of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall determine; providedcredit fees and attorneys' fees, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Issuing Bank and the Lenders pursuant to the Obligations on a pro rata basis in accordance with respect to each type the Obligations consisting of Obligation such as interestfees, principal, fees costs and expenses owing to the Issuing Bank and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between under the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance Obligations for application to take into account any Obligations not then due and payable; andpayment of such liabilities;
(c) Third, to the excessIssuing Bank and the Lenders on a pro rata basis in accordance with the Obligations consisting of interest and principal owing to the Lenders under the Obligations, if anywith any obligations owing to any Lender pursuant to any Hedging Agreement to which it is a party (whether pursuant to a termination thereof or otherwise) and with any reimbursement obligations or other liabilities owing to any Lender with respect to any Letter of Credit or any application for a Letter of Credit, shall be returned for application to payment of such liabilities;
(d) Fourth, to the payment of any and all other amounts owing to the Administrative Agent, the Issuing Bank and the Lenders on a pro rata basis in accordance with the total amount of such Indebtedness owing to each of the Lenders, for application to payment of such liabilities; and
(e) Fifth, to the Borrower or to such other Persons Person as are may be legally entitled thereto.
Appears in 1 contract
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Agent or any Institution, as the case may be, receives any monies are received pursuant to in connection with the enforcement of this Agreement or any of the Loan other Consignment Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the GuarantorsCollateral, such monies shall shall, except as otherwise provided in the Intercreditor Agreement, be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Consignment Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall Required Institutions may determine; provided, however, that (i) Swing Loans distributions shall be repaid first, made (iiA) distributions in respect of such other Obligations shall include, on a pari passu basis, any among Obligations with respect to the Agent’s 's fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, ss.5.1 and all other Obligations and (ivB) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation owing to the Institutions, such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made expenses, among the Lenders and Lender Hedge Providers, Institutions pro rata, and as between (ii) the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders Agent may in their its discretion make proper allowance to take into account any Obligations not then due and payable; and;
(c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Institutions and the Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to ss.9-504(1)(c) of the Uniform Commercial Code of the Commonwealth of Massachusetts; and
(d) Fourth, the excess, if any, shall be returned to the Borrower Consignees or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Gold Consignment Agreement (Finlay Enterprises Inc /De)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, ; (iii) in the event that any Lender is a Defaulting Lendershall have wrongfully failed or refused to make an advance under §2.5(d), payments to §2.7 or §2.10(f) and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Lenders during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, ; (iiiii) in the event that any Lender is a Defaulting Lender, payments shall have wrongfully failed or refused to make an advance under §2.7 and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Lenders during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iviii) except as otherwise provided in clause (iiiii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Term Loan Agreement (Dupont Fabros Technology, Inc.)
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any collateral or any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent to protect or preserve the Pledged Collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders Banks shall determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Agent’s fee payable pursuant to §4.24.3 and all other Obligations, (iii) in the event that any Lender is a Defaulting LenderBank shall have wrongfully failed or refused to make an advance under §2.7, payments to §2.11(d) or §2.12(f) and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) ), shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans Banks pro rata; and provided, further that the Majority Lenders Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Distribution of Proceeds. In the event that the Administrative Agent ------------------------ receives proceeds or in the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Administrative Agent or any Bank, as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Security Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the GuarantorsCollateral, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall Banks may determine; provided, however, that (i) Swing Loans distributions -------- ------- shall be repaid first, made (iiA) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee among Obligations with respect to the fees ---- ----- payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, ss.3.1 and all other Obligations and (ivB) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation owing to the Banks, such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made expenses, among the Lenders and Lender Hedge Providers, Banks pro rata, and as between (ii) the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders Administrative Agent may in their its discretion --- ---- make proper allowance to take into account any Obligations not then due and payable; and;
(c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Banks and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to ss.9-504(1)(c) of the Uniform Commercial Code of the Commonwealth of Massachusetts; and
(d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantorscollateral, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the collateral or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) then due in such order or preference as the Majority Lenders shall Banks may determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations obligations shall include, on a be made (i) pari passu basis, any among Obligations with respect to the Agent’s 's fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, Section 6.2 and all other Obligations and (ivii) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans Banks pro rata; and provided, further further, that the Majority Lenders Agent may in their its discretion make proper allowance to take into account any Obligations not then due and payable; and;
(c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Banks and the Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to a court order; and
(d) Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Revolving Credit Agreement (Sensormatic Electronics Corp)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, paid or incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders Banks shall determine; provided, however, that (i) Swing Line Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Agent’s 's fee payable pursuant to §4.2Section 4.3 and all other Obligations, (iii) in the event that any Lender is a Defaulting LenderBank shall have wrongfully failed or refused to make an advance under Section 2.6, payments to Section 2.9(f) or Section 2.10(c) and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, Banks pro rata, and as between the Revolving Credit Loans and Term Loans shall be made pro rata, and (v) amounts received or realized from the Borrower shall be applied against the Obligations of the Borrower; and provided, further that the Majority Lenders Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Unsecured Master Loan Agreement (Ramco Gershenson Properties Trust)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) : First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) ; Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, ; (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, ; and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) and Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of its rights hereunder or under any of the other Loan Documents, or otherwise Documents (with respect payment received from any Foreign Borrower to the realization upon any of the assets of the Borrower or the Guarantorsbe applied to its respective obligations only), such monies shall be distributed for application as follows:
(a) FirstFIRST, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies;
(b) SecondSECOND, to all other Obligations and Hedge (other than Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding arising under any Insolvency LawHedging Agreement or the Cash Management Services) in such order or preference as the Majority Required Lenders shall may determine; providedPROVIDED, HOWEVER, that (i) Swing Loans distributions shall be repaid first, made (iiA) distributions in PARI PASSU among Obligations with respect of such to the Administrative Agent's Fee and all other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (ivB) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made expenses, among the Lenders and Lender Hedge Providers, pro rataPRO RATA, and as between (ii) the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders Administrative Agent may in their its discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) ThirdTHIRD, to obligations of the Borrowers and their Subsidiaries to any of the Lenders and/or the Administrative Agent and/or any of their Affiliates with respect to Obligations relating to Hedging Agreements and the Cash Management Services; and
(d) FOURTH, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to Section 9-504(1)(c) of the Uniform Commercial Code of the State of New York; and
(e) FIFTH, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.
Appears in 1 contract
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, paid or incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy with respect to the Obligations, the Hedge Obligations or other proceeding under any Insolvency Lawotherwise) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iiiii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iviii) except as otherwise provided in clause (iiiii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and the Term Loans pro rata; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Credit Agreement (Monogram Residential Trust, Inc.)
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the GuarantorsGuarantor, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent to protect or preserve any collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders Requisite Banks shall determine; provided, however, that (i) Swing Loans shall be repaid first, ; (ii) distributions in respect of such other Obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Agent’s 's fee payable pursuant to §4.2Section 4.3 and all other Obligations, (iii) in the event that any Lender is a Defaulting LenderBank shall have wrongfully failed or refused to make an advance under Section 2.1A(e), payments to Section 2.7 or Section 2.8(e) and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) ), shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans Banks pro rata; and provided, provided further that the Majority Lenders Requisite Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Revolving Credit Agreement (Crescent Real Estate Equities Co)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or any other Person liable with respect to the Guarantorsindebtedness, obligations and liabilities of the Borrower to the Agent and the Lenders under this Agreement and the other Loan Documents, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations indebtedness, obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) liabilities in such order or preference as the Majority Lenders Holders shall determine; providedPROVIDED, HOWEVER, that (i) Swing Loans shall be repaid firstindebtedness, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, obligations and (iv) except as otherwise provided in clause (iii), Obligations liabilities owing to the Lenders with respect to each type of Obligation indebtedness, obligation or liability such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rataPRO RATA; and providedPROVIDED, further that the Majority Lenders Holders may in their discretion make proper allowance to take into account any Obligations indebtedness, obligation or liability not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, ; (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, ; and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of its rights hereunder or under any of the other Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies;
(b) Second, to all other Obligations, other than the Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding arising under any Insolvency Law) Hedging Agreement, in such order or preference as the Majority Required Lenders shall may determine; provided, however, that (i) Swing Loans distributions shall be repaid first, made (iiA) distributions in pari passu among Obligations with respect of such to the Administrative Agent's Fee and all other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (ivB) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made expenses, among the Lenders and Lender Hedge Providers, pro rata, and as between (ii) the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders Administrative Agent may in their its discretion make proper allowance to take into account any Obligations not then due and payable; and;
(c) Third, to obligations of the Borrowers and their Subsidiaries to any of the Lenders and/or the Administrative Agent with respect to Hedging Agreements; and
(d) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to ss.9-504(1)(c) of the Uniform Commercial Code of the Commonwealth of Massachusetts; and
(e) Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.
Appears in 1 contract
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or 73 Page 67 any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall Banks may determine; providedPROVIDED, HOWEVER, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other obligations shall be made (i) PARI PASSU among Obligations shall include, on a pari passu basis, any with respect to the Agent’s 's fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, sec.6.2 and all other Obligations and (ivii) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rataBanks PRO RATA; and providedPROVIDED, further FURTHER, that the Majority Lenders Agent may in their its discretion make proper allowance to take into account any Obligations not then due and payable; and;
(c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Banks and the Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to sec.9-504(1)(c) of the Uniform Commercial Code of the Commonwealth of Massachusetts; and
(d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Dynatech Corp)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Default or Event of Default, the Agent or any Lender as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the GuarantorsBorrower, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall may determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any the Agent’s fee payable pursuant to §4.24.3, and (iiiii) in the event that any Lender is a Defaulting Lender, payments shall have wrongfully failed or refused to make an advance under §2.6 and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Lenders during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iv) except as otherwise provided distributions in clause (iii), respect of such Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro ratarata in accordance with each Lender’s respective Facility Percentage; and provided, further further, that the Majority Lenders Agent may in their its discretion make proper allowance to take into account any Obligations not then due and payable; and;
(c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lenders and the Agent of all of the Obligations, and to the payment of any obligations required to be paid pursuant to applicable laws applicable to such enforcement; and
(d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are legally entitled thereto.
Appears in 1 contract
Samples: Unsecured Revolving Credit Agreement (Amerivest Properties Inc)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, paid or incurred or sustained by the Agent or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, ; (iiiii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iviii) except as otherwise provided in clause (iiiii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Term Loan Agreement (Carter Validus Mission Critical REIT, Inc.)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, paid or incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, [intentionally omitted] (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13[intentionally omitted], and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge ProvidersLenders, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and the Hedge Obligations (including any interest, expenses or other obligations of either the Obligations or the Hedge Obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, 4.3; (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.132.14, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) and the Hedge Obligations shall be made among the Lenders and the Lender Hedge Providers, Providers pro rata, rata and as between the Revolving Credit Loans, Term Loans A, Term Loans B and Term Loans C shall be made pro ratarata and (v) payment of principal on the Obligations and the Hedge Obligations shall be made on a pari passu basis; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s 's fee payable pursuant to §4.2, 4.3; (iiiii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, ; and (iviii) except as otherwise provided in clause (iiiii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Term Loan Agreement (Mid America Apartment Communities Inc)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement realization of any of the Loan DocumentsBorrowers' assets, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any the Agent’s 's fee payable pursuant to §4.2, ss.4.3; (iii) in the event that any Lender is a Defaulting Lendershall have wrongfully failed or refused to make an advance under ss.2.5(d), payments to ss.2.7 or ss.2.10(f) and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Lenders during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iv) except as otherwise provided in clause (iiiii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, to termination payments due with respect to any Hedge Obligations; and
(d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Master Credit Agreement (Entertainment Properties Trust)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, ; (iiiii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iviii) except as otherwise provided in clause (iiiii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providerspro rata (and, pro ratafor the avoidance of doubt, and as between the Revolving Credit Loans, Term Loans A, Term Loans B and Term Loans C shall be made pro rata); and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Administrative Agent or any Bank, as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, Documents such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or and in support of any provision of adequate indemnity to the Administrative Agent against any all taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies;
; (b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall Banks may determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such Obligations shall be made (i) pari passu among Obligations with respect to the Administrative Agent's fee payable under 4.2 and all other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (ivii) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, Banks pro rata, and as between rata based upon the Revolving Credit Loans and Term Loans pro rataamount of the Obligations outstanding with respect to each Bank; and provided, further further, that the Majority Lenders Administrative Agent may in their its reasonable discretion make proper allowance to take into account any Obligations not then due and payable; and
and (c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the GuarantorsGuarantor, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or of preference as the Majority Lenders Banks shall determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Agent’s 's fee payable pursuant to §4.2Section 4.3 and all other Obligations, (iiiii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, Banks pro rata, and as between (iii) amounts received or realized from the Revolving Credit Loans and Term Loans pro rataBorrower shall be applied against the Obligations of the Borrower; and provided, further that the Majority Lenders Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust)
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders Banks shall determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Agent’s fee payable pursuant to §4.24.3 and all other Obligations, (iiiii) in the event that any Lender is a Defaulting Lender, payments Bank shall have wrongfully failed or refused to make an advance under §2.6 and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iv) except as otherwise provided in clause (iii), ) Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, Banks pro rata, and as between (iv) amounts received or realized from the Revolving Credit Loans and Term Loans pro rataBorrower shall be applied against the Obligations of the Borrower; and provided, further that the Majority Lenders Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust)
Distribution of Proceeds. In the event thatthat the Administrative Agent or any Lender, following as the occurrence and during the continuance of any Event of Defaultcase may be, receives any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Required Lenders shall may determine; providedPROVIDED, HOWEVER, that (i) Swing Loans distributions shall be repaid first, made (iiA) distributions in PARI PASSU among Obligations with respect of such to the Administrative Agent's Fee and all other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (ivB) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made expenses, among the Lenders and Lender Hedge Providers, pro rataPRO RATA, and as between (ii) the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders Administrative Agent may in their its discretion make proper allowance to take into account any Obligations not then due and payable; and;
(c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the extent applicable, to the payment of any obligations required to be paid pursuant to Section 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the Commonwealth of Massachusetts; and
(d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the GuarantorsGuarantor, such monies shall be distributed for application as follows:
(a) 12.5.1. First, to the payment of, or (as the case may be) the reimbursement of of, the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent to protect or preserve any collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) 12.5.2. Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders Banks shall determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Agent’s 's fee payable pursuant to §4.2Section 4.3 and all other Obligations, (iiiii) in the event that any Lender is a Defaulting Lender, payments Bank shall have wrongfully failed or refused to make an advance under Section 2.7 and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iviii) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans Banks pro rata; and provided, provided further that the Majority Lenders Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) 12.5.3. Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Revolving Credit Agreement (Crescent Real Estate Equities Inc)
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Agent or any Bank, as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantorscollateral, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in respect of the collateral or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) then due in such order or preference as the Majority Lenders shall Banks may determine; providedPROVIDED, HOWEVER, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other obligations shall be made (i) PARI PASSU among Obligations shall include, on a pari passu basis, any with respect to the Agent’s 's fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, ss.6.2 and all other Obligations and (ivii) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rataBanks PRO RATA; and providedPROVIDED, further FURTHER, that the Majority Lenders Agent may in their its discretion make proper allowance to take into account any Obligations not then due and payable; and;
(c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Banks and the Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to a court order; and
(d) Fourth, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Revolving Credit Agreement (Sensormatic Electronics Corp)
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Required Lenders shall may determine; provided, however, that (i) Swing Loans distributions shall be repaid first, made (iiA) distributions in pari passu among Obligations with respect of such to the Administrative Agent's Fee and all other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (ivB) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made expenses, among the Lenders and Lender Hedge Providers, pro rata, and as between (ii) the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders Administrative Agent may in their its discretion make proper allowance to take into account any Obligations not then due and payable; and;
(c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to Section 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State of New York; and
(d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Revolving Credit Agreement (Lexmark International Inc /Ky/)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge ProvidersLenders, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Senior Unsecured Credit Agreement (American Realty Capital Healthcare Trust Inc)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee due and payable pursuant to §4.2, ; (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Credit Agreement (CyrusOne Inc.)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, of or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, ; incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, 4.3; (iiiii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, ; and (iviii) except as otherwise provided in clause (iiiii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Term Loan Agreement (Mid America Apartment Communities Inc)
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of its rights hereunder or under any of the other Loan Documents, or otherwise with respect such monies shall, subject to the realization upon any provisions of the assets of the Borrower or the GuarantorsIntercreditor Agreement, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Loan Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including pay any interestfees, expenses indemnities or other obligations incurred after expense reimbursements then due to the commencement of a bankruptcy Administrative Agent from the Borrowers or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable Guarantor pursuant to §4.2, (iii) in the event that terms of any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; andLoan Document;
(c) Third, to pay interest due in respect of all Loans;
(d) Fourth, to pay or prepay principal of the excessFIFO Loans;
(e) Fifth , if anyto pay or prepay principal of the FILO Loans;
(f) Sixth, shall be returned to the payment of any other Obligation due to the Administrative Agent or any Lender by the Borrower or to such other Persons as are entitled thereto.any Guarantor;
Appears in 1 contract
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or any other Person liable with respect to the GuarantorsObligations, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders Banks shall determine; providedPROVIDED, HOWEVER, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Agent’s 's fee payable pursuant to §4.2Section 4.3, the Issuing Bank's fee payable pursuant to Section 2.9 and all other Obligations, (iii) in the event that any Lender is a Defaulting Lender, payments Bank shall have wrongfully failed or refused to make an advance under Section 2.8 and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b) owed to the defaulting Bank, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) ), shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rataBanks PRO RATA; and providedPROVIDED, further that the Majority Lenders Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
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Distribution of Proceeds. In Notwithstanding anything to the contrary contained herein, in the event that, that following the occurrence and or during the continuance of any Event of Default, the Administrative Agent or any Lender receives any monies are received in connection with the enforcement of any on account of the Loan Documents, or otherwise with respect to the realization upon any of the assets of Obligations from the Borrower or the Guarantorsotherwise, such monies shall be distributed for application as follows:
(a) FirstFIRST, to the payment of, of or (as the case may be) the reimbursement of each of the Administrative Agent and the Lenders for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses (i) which shall have been paid, incurred or sustained by any of the Administrative Agent or the Lenders in connection with the collection of such monies by any of the AgentAdministrative Agent or the Lenders, for or in connection with the exercise, protection or enforcement by any of the Administrative Agent or the Lenders of all or any of the rights, remedies, powers and or 66 -61- privileges of the Administrative Agent or and/or the Lenders and other Creditor Parties under this Agreement or any of the other Loan Documents Documents, and (ii) which shall be payable or in support of (as the case may be) reimbursable by the Borrower or by any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or Guarantors to any of the Lenders Creditor Parties pursuant to such monies;any of the Loan Documents.
(b) SecondSECOND, to the payment of all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, including interest on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13overdue amounts, and (iv) except as otherwise provided in clause (iii)late charges, Obligations owing to the Lenders then due and payable with respect to each type the Loans or any of Obligation such as interestthe other Obligations, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made allocated among the Lenders and Lender Hedge Providers, pro rata, and as between in proportion to their respective shares of the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any other Obligations not then due and payable; andoutstanding.
(c) ThirdTHIRD, to the payment of the outstanding principal balance of the Loans, allocated among the Lenders in proportion to their respective shares of the Loans then outstanding.
(d) FOURTH, to any other outstanding Obligations, allocated among the Lenders in proportion to their respective interests in such other Obligations.
(e) FIFTH, the excess, if any, shall be returned to the Borrower or to such other Persons as are shall be entitled thereto.
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Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantorsits rights hereunder, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent or the Lenders under this Credit Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Required Lenders shall may determine; provided, however, that (i) Swing Loans distributions shall be repaid first, made (iiA) distributions in pari passu among Obligations with respect of such to the Administrative Agent's Fee and all other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (ivB) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made expenses, among the Lenders and Lender Hedge Providers, pro rata, and as between (ii) the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders Administrative Agent may in their its discretion make proper allowance to take into account any Obligations not then due and payable; and;
(c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to (S)9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the Commonwealth of Massachusetts; and
(d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the GuarantorsBorrower, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders Banks shall determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a be made pari passu basis, any among Obligations with respect to the Agent’s 's fee payable pursuant to §4.2Section 4.3 and all other Obligations, (iii) in the event that any Lender is a Defaulting Lender, payments Bank shall have wrongfully failed or refused to make an advance under Section 2.7 and such Lender failure or refusal shall be governed continuing, advances made by §2.13other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) ), shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans Banks pro rata; and provided, further that the Majority Lenders Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
Distribution of Proceeds. In the event that, following the occurrence and or during the continuance of any Event of Default, any monies are received from the Borrowers or Guarantor or in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of of, the Agent for or in respect of, of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders Banks shall determine; provided, however, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders Banks with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) expenses, shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans Banks pro rata; and (ii) in the event that any Bank shall have wrongfully failed or refused to make an advance under §2.7 and such failure or refusal shall be continuing, advances made by other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b); provided, further that the Majority Lenders Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower Borrowers or to such other Persons as are entitled thereto.
Appears in 1 contract
Samples: Loan Agreement (Meruelo Richard)
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;
(b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Lawbankruptcy) in such order or preference as the Majority Required Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, ; (iiiii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.132.12, and (iviii) except as otherwise provided in clause (iiiii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and
(c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
Appears in 1 contract
