Payment Waterfall. Notwithstanding any other provision in this Agreement or any other Loan Document to the contrary: (a) Whenever the Borrower (or any Guarantor) pays or is required to make payments on the Obligations, or whenever any Lender receives (and such funds were not received from the Administrative Agent in accordance with the priorities established by this Section 3.03) or has the right to receive funds to be applied to the Obligations (whether in bankruptcy, pursuant to Section 4.05, or otherwise), or whenever the Administrative Agent holds proceeds of collection or other funds to be applied to the Obligations, in each case whether before or after maturity (and notwithstanding any bankruptcy, insolvency, or any other proceeding), such payments shall be made and such proceeds and other funds shall be applied in the following order of priority: (i) first, to reimbursements of expenses and payment of indemnities due and owing at the time in question to the Administrative Agent or the Lenders under this Agreement and the other Loan Documents; (ii) second, to accrued interest (including, without limitation, interest which may accrue subsequent to Borrower or any Guarantor becoming subject to any state or federal debtor-relief statute), fees, and principal then due and owing to the Lenders (whether such principal is due and owing at maturity, due to acceleration, or due to a reduction in the Borrowing Base, or for any reason), together with any payments then due and owing to the Lenders or their Affiliates under Hedging Agreements permitted hereunder; (iii) third, to the extent expressly required at such time under Section 2.10(b), to serve as cash collateral to be held by the Administrative Agent to secure the LC Exposure; (iv) fourth, to the prepayment of principal on the Loans until they are paid in full; (v) fifth, to the pro rata payment of all other Obligations; and (vi) last, any excess shall be paid to the Borrower or as otherwise required by any Governmental Requirement. (b) Payments must be made in accordance with the foregoing order of priority whether or not the Borrower provides sufficient funds to make all payments due on the Obligations at the time in question, but compliance with such order of priority does not relieve the Borrower of its duty to make all payments of the Obligations whenever they become due and any breach of such duty shall constitute an Event of Default or Default as provided in Section 10.01. (c) Should any Lender receive any funds to be applied to the Obligations from any source whatsoever (whether in bankruptcy, pursuant to Section 4.05, or otherwise) and such funds have not been distributed to the Lenders in accordance with the provisions of this Section 3.03, such funds shall immediately be paid to the Administrative Agent who shall distribute such funds in accordance with the provisions of this Section 3.03. The Lenders grant to the Administrative Agent the right to enforce, collect and receive any such payment or distribution and to give releases or acquittances therefor, subject, however to the express provisions contained in this Agreement permitting all or certain Lenders to direct the Administrative Agent to act or refrain from acting; provided, however, that nothing contained in this section shall prohibit the Lenders from suing for collections of principal on the Notes at maturity or for collection of interest on the Notes provided that the Administrative Agent has not already commenced such suits, and provided that the Lenders have the right to bring such suits under the provisions of this Agreement including, without limitation, all provisions under Section 10.02; provided that if any sums are collected by any of the Lenders, they will be paid to the Administrative Agent for payment and distribution in accordance with Section 3.03.
Appears in 2 contracts
Samples: Credit Agreement (Callon Petroleum Co), Credit Agreement (Callon Petroleum Co)
Payment Waterfall. Notwithstanding any other provision in this Agreement or any other Loan Credit Document to the contrary:
(a) Whenever the Borrower (or any Guarantor) pays or is required to make payments on the Obligations, or whenever any Lender receives (and such funds were not received from the Administrative Agent in accordance with the priorities established by this Section 3.03) or has the right to receive funds to be applied to the Obligations (whether in bankruptcy, pursuant to Section 4.05, or otherwise), or whenever the Administrative Agent holds proceeds of collection or other funds to be applied to the Obligations, in each case whether before or after maturity (and notwithstanding any bankruptcy, insolvency, or any other proceeding), such payments shall be made and such proceeds and other funds shall be applied in the following order of priority:
(i) first, to the pro rata payment of reimbursements of expenses and payment of indemnities due and owing at the time in question to the Administrative Agent or the Lenders under this Agreement and the other Loan Credit Documents;
(ii) second, to accrued the pro rata payment of accrued, unpaid interest (including, without limitation, interest which may accrue subsequent to the Borrower or any Guarantor becoming subject to any state or federal debtor-relief statute), fees, and principal fees then due and owing to the Lenders (whether such principal is due and owing at maturitythe Revolving Loan Lender, due to acceleration, or due to a reduction in the Borrowing Base, or for any reason), together with and any payments then due and owing to the Lenders or their Affiliates under interest Hedging Agreements permitted hereunderrelating to the Loans;
(iii) third, to the extent expressly required at such time under Section 2.10(b), to serve as cash collateral to be held by pro rata payment of the Administrative Agent to secure the LC Exposure;
(iv) fourth, to the prepayment of principal on the Loans until they are paid in fullfull and any payments then due and owing to the Lenders or their Affiliates under commodity Hedging Agreements relating to the Collateral;
(viv) fifthfourth, to the pro rata payment of all other Obligations; and
(viv) last, any excess shall be paid to the Borrower or as otherwise required by any Governmental Requirement.
(b) Payments must be made in accordance with the foregoing order of priority whether or not the Borrower provides sufficient funds to make all payments due on the Obligations at the time in question, but compliance with such order of priority does not relieve the Borrower of its duty to make all payments of the Obligations whenever they become due and any breach of such duty shall constitute an Event of Default or Default as provided in Section 10.01.
(c) Should any Lender or the Revolving Loan Lender receive any funds to be applied to the Obligations from any source whatsoever (whether in bankruptcy, pursuant to Section 4.05, or otherwise) and such funds have not been distributed to the Lenders or the Revolving Loan Lender in accordance with the provisions of this Section 3.03, such funds shall immediately be paid to the Administrative Agent who shall distribute such funds in accordance with the provisions of this Section 3.03. The Lenders and the Revolving Loan Lender grant to the Administrative Agent the right to enforce, collect and receive any such payment or distribution and to give releases or acquittances therefor, subject, however to the express provisions contained in this Agreement permitting all or certain Lenders or the Revolving Loan Lender to direct the Administrative Agent to act or refrain from acting; provided, however, that nothing contained in this section shall prohibit the Lenders any Lender from suing for collections of principal on its share of the Notes Loans at maturity or for collection of interest on the Notes payable to it provided that the Administrative Agent has not already commenced such suits, and provided that the Lenders have the right to bring such suits under the provisions of this Agreement including, without limitation, all provisions under Section 10.02; provided that if any sums are collected by any of the Lenders, they will be paid to the Administrative Agent for payment and distribution in accordance with Section 3.03.
Appears in 1 contract
Payment Waterfall. Notwithstanding any other provision in this Agreement or any other Loan Document to the contrary:
(a) Whenever the Borrower (or any Guarantor) pays or is required to make payments on the Obligations, or whenever any Lender receives (and such funds were not received from the Administrative Agent in accordance with the priorities established by this Section 3.03) or has the right to receive funds to be applied to the Obligations (whether in bankruptcy, pursuant to Section 4.05, or otherwise), or whenever the Administrative Agent holds proceeds of collection or other funds to be applied to the Obligations, in each case whether before or after maturity (and notwithstanding any bankruptcy, insolvency, or any other proceeding), such payments shall be made and such proceeds and other funds shall be applied in the following order of priority:
(i) first, to reimbursements of expenses and payment of indemnities due and owing at the time in question to the Administrative Agent or the Tranche A Lenders under this Agreement and the other Loan Documents;
(ii) second, to accrued interest (including, without limitation, interest which may accrue subsequent to Borrower or any Guarantor becoming subject to any state or federal debtor-relief statute), fees, and principal then due and owing to the Tranche A Lenders (whether such principal is due and owing at maturity, due to acceleration, or due to a reduction in the Borrowing Base, or for any reason), together with any payments then due and owing to the Tranche A Lenders or their Affiliates under Hedging Agreements permitted hereunder;
(iii) third, to the extent expressly required at such time under Section 2.10(b), to serve as cash collateral to be held by the Administrative Agent to secure the LC Exposure;
(iv) fourth, to reimbursements of expenses and payment of indemnities then due and owing to the Tranche B Lenders under this Agreement and the other Loan Documents;
(v) fifth, to accrued interest (including, without limitation, interest which may accrue subsequent to Borrower or any Guarantor becoming subject to any state or federal debtor-relief statute) and fees then due and owing to the Tranche B Lenders, together with any prepayments of principal on the Tranche B Loans that have been approved by the Tranche A Majority Lenders (whether under Section 2.07 or otherwise);
(vi) sixth, to the prepayment of principal on the Tranche A Loans until they are paid in full;
(vvii) fifthseventh, to the payment or prepayment of principal on the Tranche B Loans until they are paid in full;
(viii) eighth, to the pro rata payment of all other Obligations; and
(viix) last, any excess shall be paid to the Borrower or as otherwise required by any Governmental Requirement.
(b) Payments must be made in accordance with the foregoing order of priority whether or not the Borrower provides sufficient funds to make all payments due on the Obligations at the time in question, but compliance with such order of priority does not relieve the Borrower of its duty to make all payments of the Obligations whenever they become due and any breach of such duty shall constitute an Event of Default or Default as provided in Section 10.01.
(c) Should any Lender receive any funds to be applied to the Obligations from any source whatsoever (whether in bankruptcy, pursuant to Section 4.05, or otherwise) and such funds have not been distributed to the Lenders in accordance with the provisions of this Section 3.03, such funds shall immediately be paid to the Administrative Agent who shall distribute such funds in accordance with the provisions of this Section 3.03. Without in any manner limiting the generality of the foregoing, if any petition is filed or any proceeding is instituted by or against Borrower or any Guarantor under any provisions of the Bankruptcy Reform Act, Title 11 of the United States Code, or any other or similar law relating to bankruptcy, insolvency, reorganization or other relief for debtors, or generally affecting creditors' rights, or seeking the appointment of a receiver, trustee, custodian or liquidator of or for Borrower or any Guarantor or any of their assets, any payment or distribution of any of Borrower's or any Guarantor's assets, whether in cash, securities or any other property, which would be payable or deliverable with respect to any of the Obligations owed to the Tranche B Lenders, shall be paid or delivered to the Administrative Agent to be paid in accordance with the procedures and priority established in this Section 3.03. The Lenders grant to the Administrative Agent the right to enforce, collect and receive any such payment or distribution and to give releases or acquittances therefor, subject, however to the express provisions contained in this Agreement permitting all or certain Lenders to direct the Administrative Agent to act or refrain from acting; provided, however, that nothing contained in this section shall prohibit the Lenders from suing for collections of principal on the Notes at maturity or for collection of interest on the Notes provided that the Administrative Agent has not already commenced such suits, and provided that the Lenders have the right to bring such suits under the provisions of this Agreement including, without limitation, all provisions under Section 10.0210.02 (provided that, with respect to any exercise of remedies by the Tranche B Lenders under Section 10.02(c), the 180 day period in Section 10.02(c) must have elapsed); and provided further that if any sums are collected by any of the Lenders, they will be paid to the Administrative Agent for payment and distribution in accordance with Section 3.03. Each Lender agrees not to vote for any plan of reorganization in any bankruptcy proceeding of Borrower or any Guarantor that would not give effect to the payment provisions in Section 3.03.
(d) The Tranche B Lenders irrevocably consent and direct that all Obligations owing to the Tranche A Lenders shall be paid in full prior to Borrower or any Guarantor making any payment on any Obligations owing to the Tranche B Lenders, except such payments as are expressly permitted by this Section 3.
Appears in 1 contract
Payment Waterfall. Notwithstanding any other provision Anything to the contrary contained in this Agreement the Note Documents notwithstanding, the Agent and the Holders hereby agree that (solely between themselves and without effecting an amendment to the Tranche A Note, Tranche B Note or any other Loan Document to the contraryNote Documents) as follows:
(a) Whenever Subject to Section 5(b) hereof, the Borrower (or any Guarantor) pays or is required Holders shall be permitted to make receive payments on the Obligations, or whenever any Lender receives (and such funds were not received from the Administrative Agent Issuer and apply payments and distributions in accordance with the priorities established by this Section 3.03) or has the right to receive funds to be applied to respect of the Obligations (whether in bankruptcy, other than the Proceeds of Collateral that are applied pursuant to Section 4.055(b) hereof) as set forth in Sections 6, or otherwise7, 8 and 9 of this Agreement.
(b) After the occurrence and during the continuance of a Waterfall Trigger Event of which the Agent has received written notice from the Required First Out Holders affirmatively electing to invoke this Section 5(b) (a “Waterfall Activation Notice”), or whenever the Administrative Agent holds proceeds shall apply all payments and distributions in respect of collection or other funds to be applied to the ObligationsObligations received by it and at all times, the Agent shall apply all Proceeds of Collateral (regardless of whether an Event of Default has occurred and is continuing), in each case whether before or after maturity (and notwithstanding any bankruptcy, insolvency, or any other proceeding), such payments shall be made and such proceeds and other funds shall be applied in the following order of priorityas follows:
(i) first, to pay Obligations in respect of any cost or expense reimbursements of expenses and payment of or indemnities then due and owing at the time in question to the Administrative Agent or (including the Lenders reasonable fees and costs of counsel to the Agent) under this Agreement and the other Loan DocumentsNote Documents until Paid in Full;
(ii) second, ratably in accordance with the First Out Pro Rata Shares, to accrued interest (including, without limitation, interest which may accrue subsequent to Borrower pay Obligations in respect of any cost or any Guarantor becoming subject expense reimbursements or indemnities then due to any state or federal debtor-relief statute), fees, all of the First Out Holders in respect of First Out Priority Obligations under the Tranche A Notes and principal then due and owing to the Lenders (whether such principal is due and owing at maturity, due to acceleration, or due to a reduction Tranche A Note Documents until Paid in the Borrowing Base, or for any reason), together with any payments then due and owing to the Lenders or their Affiliates under Hedging Agreements permitted hereunderFull;
(iii) third, to ratably in accordance with the extent expressly required at such time under Section 2.10(b)First Out Pro Rata Shares, to serve as cash collateral to be held by payment of fees (other than prepayment premiums) and interest then due and payable on account of the Administrative Agent to secure First Out Priority Obligations under the LC ExposureTranche A Notes and the Tranche A Note Documents until Paid in Full;
(iv) fourth, ratably in accordance with the First Out Pro Rata Shares, to pay all other First Out Obligations (other than prepayment premiums) in respect of First Out Priority Obligations under the prepayment of principal on Tranche A Notes and the Loans Tranche A Note Documents until they are paid Paid in fullFull;
(v) fifth, ratably in accordance with the Last Out Pro Rata Shares, to pay Obligations in respect of any cost or expense reimbursements or indemnities then due to any or all of the pro rata Last Out Holders in respect of Last Out Priority Obligations under the Tranche B Notes and the Tranche B Note Documents until paid in full;
(vi) sixth, ratably in accordance with the Last Out Pro Rata Shares, to payment of fees (other than prepayment premiums) and interest then due and payable on account of the Last Out Priority Obligations under the Tranche B Notes and the Tranche B Note Documents until paid in full;
(vii) seventh, ratably in accordance with the Last Out Pro Rata Shares, to pay all other Last Out Obligations (other than prepayment premiums) in respect of Last Out Priority Obligations under the Tranche B Notes and the Tranche B Note Documents until Paid in Full;
(viii) eighth, ratably in accordance with the First Out Pro Rata Shares, to payment of all other ObligationsFirst Out Obligations under the Tranche A Notes and the Tranche A Note Documents not paid pursuant to clauses (ii), (iii) and (iv) above (including any prepayment premiums) until Paid in Full;
(ix) ninth, ratably in accordance with the Last Out Pro Rata Shares, to payment of the Last Out Obligations under the Tranche B Notes and Tranche B Note Documents not paid pursuant to clauses (v), (vi) and (vii) above (including any prepayment premiums) until Paid in Full; and
(vix) lasttenth, any excess remainder shall be for the account of and paid to the Borrower Issuer or as otherwise required by any Governmental Requirement.
(b) Payments must to whomsoever shall be made in accordance with the foregoing order of priority whether or not the Borrower provides sufficient funds to make all payments due on the Obligations at the time in question, but compliance with such order of priority does not relieve the Borrower of its duty to make all payments of the Obligations whenever they become due and any breach of such duty shall constitute an Event of Default or Default as provided in Section 10.01lawfully entitled thereto.
(c) Should Each Holder agrees that any Lender receive payments or distributions in respect of the Obligations received by such Holder in violation of this Agreement shall be as promptly as practicable paid over to the Agent, for the benefit of the other Holders due such amounts, in the same form as received, with any funds necessary endorsements, to be applied in accordance with Section 5(b), and each Holder hereby authorizes the Agent to make any such endorsements as agent for such other Holders (which authorization, being coupled with an interest, is irrevocable).
(d) Any distributions received by the Obligations from Agent in a form other than cash will be held by Agent as Collateral and, at such time as such non-cash proceeds, amount or assets, are monetized and reduced to cash, will be applied in the order of application set forth in Section 5(b). The Agent will not have any source whatsoever (whether in bankruptcy, pursuant duty or obligation to Section 4.05, or otherwise) and take actions to monetize such funds have not been distributed non-cash distributions unless the Agent is otherwise required to the Lenders do so in accordance with the provisions terms of the Note Documents or this Section 3.03, such funds shall immediately be paid Agreement.
(e) Notwithstanding anything to the Administrative Agent who contrary in any Tranche B Notes or any Tranche B Note Document, each Tranche B Holder hereby acknowledges and agrees that: the payment of all or any portion of the outstanding principal amount of its Tranche B Note and all interest thereon shall distribute be pari passu in right of payment and in all respects to each other Tranche B Note. No payment, including without limitation any Company Optional Redemption, Subsequent Placement Optional Redemption, Asset Sale Optional Redemption, Revenue Sweep Optional Redemption, any redemption pursuant to Section 4(b) or Section 5(b) of the Tranche B Notes or any other optional or mandatory redemption payment under any provision of a Tranche B Note (the “Relevant Tranche B Note”), shall be made thereunder unless payment is made with respect to all other Tranche B Notes in an amount which bears the same ratio to the then unpaid principal balance on such funds other Tranche B Notes as the payment made to the Relevant Tranche B Note bears to the then unpaid principal balance under the Relevant Tranche B Note; provided that, any Tranche B Holder shall be permitted in its sole discretion to waive its right to receive its pro rata share of any such payment; provided further, that no Tranche B Holder shall be required to share pro rata the proceeds in respect of a Subsequent Placement Optional Redemption under its Tranche B Note to the extent the cash proceeds of such Eligible Subsequent Placement are derived from the cash exercise of the Warrants held by such Tranche B Holder or the purchase price of any securities purchased by the Tranche B Holder in any such Eligible Subsequent Placement. In the event that any Tranche B Holder receives payments in excess of its pro rata share of the Issuer’s payments to such Tranche B Holder of its Note and the other Tranche B Notes, then such Tranche B Holder shall hold in trust all such excess payments for the benefit of the holders of the other Tranche B Notes and shall pay such amounts held in trust to the holders of the other Tranche B Notes upon demand by any such other Tranche B Holder.
(f) For the avoidance of doubt, none of the Proceeds received by a Tranche B Holder resulting from (i) the exercise by any Tranche B Holder of its right to convert or exchange any portion of its Tranche B Note, in whole or in part, into shares of Common Stock (as defined in the Tranche B Note) or otherwise receive any dividend or distribution in shares of Common Stock (or securities convertible, exchangeable or exercisable into shares of Common Stock, as applicable) in accordance with the provisions terms of the Tranche B Note, (ii) the exercise or exchange of any Warrants (as defined in the Tranche B Note) by any Tranche B Holder, in whole or in part, for shares of Common Stock (as defined in the Tranche B Note) or otherwise receive any dividend or distribution in shares of Common Stock (or securities convertible, exchangeable or exercisable into shares of Common Stock, as applicable) in connection with such exercise or exchange and (iii) the exercise or exchange of any Warrants (as defined in the Tranche A Note) by any Tranche A Holder, in whole or in part, for shares of Common Stock (as defined in the Tranche A SPA) or otherwise receive any dividend or distribution in shares of Common Stock (or securities convertible, exchangeable or exercisable into shares of Common Stock, as applicable) in connection with such exercise or exchange, shall in any case be subject to the payment priority provision provided in Section 5(b) hereof nor constitute Collateral subject to the terms of this Section 3.03. The Lenders grant to Agreement, including for the Administrative Agent avoidance of doubt, any Make-Whole Amount included in the right to enforce, collect and receive any such payment or distribution and to give releases or acquittances therefor, subject, however to the express provisions contained in this Agreement permitting all or certain Lenders to direct the Administrative Agent to act or refrain from acting; provided, however, that nothing contained in this section shall prohibit the Lenders from suing for collections of principal on the Notes at maturity or for collection of interest on the Notes provided that the Administrative Agent has not already commenced such suits, and provided that the Lenders have the right to bring such suits under the provisions of this Agreement including, without limitation, all provisions under Section 10.02; provided that if any sums are collected by any of the Lenders, they will be paid to the Administrative Agent for payment and distribution in accordance with Section 3.03Conversion Amount.
Appears in 1 contract
Samples: Agreement Among Holders (Oramed Pharmaceuticals Inc.)
Payment Waterfall. Notwithstanding any other provision (a) . Anything contained herein to the contrary notwithstanding (including Section 2.06(g)), all payments and collections received in this Agreement respect of the Secured Obligations and all proceeds of the Collateral received, in each instance, by Administrative Agent or any other Loan Document of the Lenders after acceleration or the final maturity of the Secured Obligations or termination of the Commitments as a result of an Event of Default shall be remitted to the contraryAdministrative Agent and distributed as follows:
(a) Whenever the Borrower (or any Guarantor) pays or is required to make payments on the Obligations, or whenever any Lender receives (and such funds were not received from the Administrative Agent in accordance with the priorities established by this Section 3.03) or has the right to receive funds to be applied to the Obligations (whether in bankruptcy, pursuant to Section 4.05, or otherwise), or whenever the Administrative Agent holds proceeds of collection or other funds to be applied to the Obligations, in each case whether before or after maturity (and notwithstanding any bankruptcy, insolvency, or any other proceeding), such payments shall be made and such proceeds and other funds shall be applied in the following order of priority:
(i) first, to reimbursements of expenses and the payment of indemnities due all reasonable and owing at the time in question to documented out-of-pocket costs and expenses incurred by the Administrative Agent or the Lenders under Collateral Agent, as applicable, in connection with such collection or sale or otherwise in connection with this Agreement Agreement, any other Credit Document or any of the Secured Obligations, including all documented out-of-pocket court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent, as applicable, hereunder or under any other Loan DocumentsCredit Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document;
(iib) second, to accrued interest payment of that portion of the Secured Obligations constituting indemnities and other amounts (including, without limitationother than principal, interest which may accrue subsequent and fees) due and payable to Borrower or any Guarantor becoming subject to any state or federal debtor-relief statute), the Secured Parties (including fees, charges and principal then due and owing disbursements of counsel to the Lenders (whether such principal is due and owing at maturityrespective Secured Parties) arising under the Credit Documents, due to acceleration, or due to a reduction ratably among them in the Borrowing Base, or for any reason), together with any payments then due and owing proportion to the Lenders or their Affiliates under Hedging Agreements permitted hereunderrespective amounts described in this clause (b) payable to them;
(iiic) third, to payment of that portion of the extent expressly required at such time Secured Obligations constituting accrued and unpaid fees and interest on the Loans and other Secured Obligations arising under Section 2.10(b)the Credit Documents, ratably among the Secured Parties in proportion to serve as cash collateral the respective amounts described in this clause (c) payable to be held by the Administrative Agent to secure the LC Exposurethem;
(ivd) fourth, ratably to payment of that portion of the prepayment Secured Obligations constituting unpaid principal of principal on the Loans until they are paid in fulland other Secured Obligations;
(ve) fifth, ratably to the pro rata payment of all other ObligationsSecured Obligations until the Termination Date has occurred; and
(vif) lastfinally, any excess shall be paid surplus remaining after such application to the Borrower Credit Parties or to whomever may be legally entitled thereto. If any amount remains on deposit as otherwise required by Cash Collateral after all Letters of Credit have either been fully drawn or expired (without any Governmental Requirement.
(b) Payments must be made in accordance with the foregoing order of priority whether or not the Borrower provides sufficient funds to make all payments due on the Obligations at the time in questionpending drawings), but compliance with such order of priority does not relieve the Borrower of its duty to make all payments of the Obligations whenever they become due and any breach of such duty remaining amount shall constitute an Event of Default or Default as provided in Section 10.01.
(c) Should any Lender receive any funds to be applied to the Obligations from any source whatsoever (whether other Secured Obligations, if any, in bankruptcy, pursuant to Section 4.05, or otherwise) and such funds have not been distributed to the Lenders in accordance with the provisions of this Section 3.03, such funds shall immediately be paid to the Administrative Agent who shall distribute such funds in accordance with the provisions of this Section 3.03. The Lenders grant to the Administrative Agent the right to enforce, collect and receive any such payment or distribution and to give releases or acquittances therefor, subject, however to the express provisions contained in this Agreement permitting all or certain Lenders to direct the Administrative Agent to act or refrain from acting; provided, however, that nothing contained in this section shall prohibit the Lenders from suing for collections of principal on the Notes at maturity or for collection of interest on the Notes provided that the Administrative Agent has not already commenced such suits, and provided that the Lenders have the right to bring such suits under the provisions of this Agreement including, without limitation, all provisions under Section 10.02; provided that if any sums are collected by any of the Lenders, they will be paid to the Administrative Agent for payment and distribution in accordance with Section 3.03order set forth above.
Appears in 1 contract
Samples: Credit Agreement (Blue Bird Corp)
