Common use of Payments Prior to Event of Default Clause in Contracts

Payments Prior to Event of Default. At all times during which an Event of Default has not occurred and is continuing, all amounts received by the Administrative Agent from Borrowers (other than payments specifically earmarked for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.6(b) (which shall be applied as earmarked or, with respect to payments under Section 2.6(b), as set forth in Section 2.6(b))), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of the rights of the Lender Group under the Loan Documents and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents and interest accrued thereon; SECOND, pro rata, to the payment of any fees then due and payable to the Administrative Agent, the Issuing Bank or the Swing Bank hereunder or under any other Loan Documents; THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder;

Payments Prior to Event of Default. At all times during which Prior to the occurrence and continuance of an Event of Default has not occurred and is continuingDefault, all amounts received by the Administrative Agent from the Borrowers (other than payments specifically earmarked for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.6(b2.6(c) (which shall be applied as earmarked or, with respect to payments under Section 2.6(b2.6(c), as set forth in Section 2.6(b2.6(c))), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of enforcing the rights of the Lender Group Lenders under the Loan Documents Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents and interest accrued thereonDocuments; SECOND, pro rata, to the payment of any fees then due and payable owed to the Administrative Agent, the Issuing Bank Banks or the Swing Bank hereunder or under any other Loan DocumentsDocument; THIRD, pro rata, to the payment of all Obligations obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder;

Payments Prior to Event of Default. At all times during which Prior to the occurrence and continuance of an Event of Default has not occurred and is continuingDefault, all amounts received by the Administrative Agent from the Borrowers (other than payments specifically earmarked for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.6(b) (which shall be applied as earmarked or, with respect to payments under Section 2.6(b), as set forth in Section 2.6(b))), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of enforcing the rights of the Lender Group Lenders under the Loan Documents Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents and interest accrued thereonDocuments; SECOND, pro rata, to the payment of any fees then due and payable owed to the Administrative Agent, the Issuing Bank Banks or the Swing Bank hereunder or under any other Loan Documents; THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to the Lenders hereunderDocument;

Payments Prior to Event of Default. At all times during which Prior to the occurrence and continuance of an Event of Default has not occurred and is continuingDefault, all amounts received by the Administrative Agent from Borrowers the Loan Parties (other than payments specifically earmarked for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.6(b) 3.2 (which shall be applied as earmarked or, with respect to payments under Section 2.6(b)3.2, as set forth in Section 2.6(b)3.2)), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of (i) out-of-pocket costs that portion of the Obligations constituting fees, indemnities, costs, expenses and expenses other amounts (including reasonable attorneys’ fees, charges and disbursements of counsel to Administrative Agent) of the Administrative Agent incurred by the due and payable to Administrative Agent in connection with the enforcement of the rights of the Lender Group under the Loan Documents and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents and interest accrued thereonits capacity as such; SECOND, pro rata, to the payment of any fees then due and payable to the Administrative Agent, the Issuing Bank or the Swing Bank Loan Lender hereunder or under any other Loan Documents; THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder;; FOURTH, to the payment of principal then due and payable on the Swing Loans; FIFTH, pro rata, to the payment of principal on the Revolving Loans then outstanding; and SIXTH, to the payment of all other Obligations under any other Loan Document not otherwise referred to in this Section 3.6(a) then due and payable.

Payments Prior to Event of Default. At all times during which an Prior to the occurrence and continuance of any Event of Default has not occurred and is continuingDefault, all amounts received by the Administrative Agent from Borrowers the Borrower (other than payments specifically earmarked for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.6(b) (which shall be applied as earmarked or, with respect to payments under Section 2.6(b), as set forth in Section 2.6(b))2.6), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro ratato pay any fees, indemnities or expense reimbursements then due to the Administrative Agent (or any Affiliate of the Administrative Agent) from the Borrower, SECOND, to the payment of (i) out-of-pocket costs fees and expenses (including reasonable attorneys’ fees) of then due and payable to the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of the rights of the Lender Group under the Loan Documents and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents and interest accrued thereonhereunder; SECOND, pro rataTHIRD, to the payment of any fees and expenses then due and payable to the Administrative AgentLenders, and the Issuing Bank or the Swing Bank hereunder or under any other Loan Documents; THIRDFOURTH, pro ratarata to the payment of interest then due and payable on the Swing Loans and the Revolving Loans; FIFTH, to the payment of principal then due and payable on the Swing Loans; SIXTH, pro rata to the payment of principal then due and payable on the Revolving Loans; and SEVENTH, to the payment of all other Obligations consisting of accrued fees and interest not otherwise referred to in this Section 2.11(a) then due and payable to the Lenders hereunder;payable.

Payments Prior to Event of Default. At all times during which Prior to the occurrence and continuance of an Event of Default has not occurred and is continuingDefault, all amounts received by the Administrative Agent from Borrowers the Borrower (other than payments specifically earmarked for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.6(b2.6(c) (which shall be applied as earmarked or, with respect to payments under Section 2.6(b2.6(c), as set forth in Section 2.6(b2.6(c))), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of enforcing the rights of the Lender Group Lenders under the Loan Documents and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents and interest accrued thereonDocuments; SECOND, pro rata, to the payment of any fees then due and payable owed to the Administrative Agent, the Issuing Bank or the Swing Bank Agent hereunder or under any other Loan DocumentsDocument; THIRD, pro rata, to the payment of all Obligations obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder;; FOURTH, to the payment of principal then due and payable on the Term Loan; and FIFTH, to the payment of all other Obligations not otherwise referred to in this Section 2.11(a) then due and payable.

Payments Prior to Event of Default. At all times during which Prior to the occurrence and continuance of an Event of Default has not occurred and is continuingDefault, all amounts received by the Administrative Agent from the Borrowers (other than payments specifically earmarked for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.6(b2.6(c) (which shall be applied as earmarked or, with respect to payments under Section 2.6(b2.6(c), as set forth in Section 2.6(b2.6(c))), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of enforcing the rights of the Lender Group Lenders under the Loan Documents Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents and interest accrued thereonDocuments; SECOND, pro rata, to the payment of any fees then due and payable owed to the Administrative Agent, the Issuing Bank Banks or the Swing Bank hereunder or under any other Loan Documents; THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to the Lenders hereunderDocument;

Payments Prior to Event of Default. At all times during which an Prior to the occurrence and continuance of any Event of Default has not occurred and is continuingDefault, all amounts received by the Administrative Agent from Borrowers the Borrower (other than payments specifically earmarked for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.6(b) (which shall be applied as earmarked or, with respect to payments under Section 2.6(b), as set forth in Section 2.6(b))2.6), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro ratato pay any fees, indemnities or expense reimbursements then due to the Administrative Agent (or any Affiliate of the Administrative Agent) from the Borrower; SECOND, to the payment of (i) out-of-pocket costs fees and expenses (including reasonable attorneys’ fees) of then due and payable to the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of the rights of the Lender Group under the Loan Documents and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents and interest accrued thereonhereunder; SECOND, pro rataTHIRD, to the payment of any fees and expenses then due and payable to the Administrative AgentLenders, and the Issuing Bank or the Swing Bank hereunder or under any other Loan Documents; THIRDFOURTH, pro ratarata to the payment of interest then due and payable on the Revolving Loans; FIFTH, pro rata to the payment of principal then due and payable on the Revolving Loans; and SIXTH, to the payment of all other Obligations consisting of accrued fees and interest not otherwise referred to in this Section 2.12(a) then due and payable to the Lenders hereunder;payable.