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

Payments Prior to Event of Default. Subject to Section 2.4(d)(ii) immediately below, all amounts paid by Borrower to or for the benefit of the Agent and Lenders in respect of the Obligations (other than payments specifically earmarked for principal, interest, fees or expenses hereunder while no Default or Event of Default is then continuing), shall be applied in the following order of priority: FIRST, to the payment of fees and reasonable documented out-of-pocket costs and expenses (including reasonable documented out-of-pocket attorneys’ fees) of the Agent, including Expenses, then due and payable hereunder or under any other Loan Documents; SECOND, pro rata to the payment of any Expenses of the Secured Parties, to the extent then due and payable by the Borrower under the Loan Documents; THIRD, pro rata to the payment of accrued unpaid interest then due and payable to the Lenders hereunder on account of the Term Loan and then to the payment of principal (including all OID that has been added to principal) then outstanding with respect to the Term Loan; FOURTH, pro rata to the payment of all other Obligations not otherwise referred to in this Section 2.4(d)(i) then due and payable. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Secured Parties entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses second, third and fourth above.

Payments Prior to Event of Default. Subject to Section 2.4(d)(ii) immediately belowAt all times during which an Event of Default has not occurred and is continuing, all amounts paid received by Borrower to or for the benefit of the Administrative Agent and Lenders in respect of the Obligations from Borrowers (other than payments specifically earmarked for application to certain principal, interest, fees or expenses hereunder while no Default or Event of Default is then continuingpayments 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 applied distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of fees and reasonable documented (i) out-of-pocket costs and expenses (including reasonable documented out-of-pocket attorneys’ fees) of the AgentAdministrative 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, including Expensespro 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; SECONDTHIRD, pro rata rata, to the payment of any Expenses of the Secured Parties, to the extent then due and payable by the Borrower under the Loan Documents; THIRD, pro rata to the payment all Obligations consisting of accrued unpaid fees and interest then due and payable to the Lenders hereunder on account of the Term Loan and then to the payment of principal (including all OID that has been added to principal) then outstanding with respect to the Term Loan; FOURTH, pro rata to the payment of all other Obligations not otherwise referred to in this Section 2.4(d)(i) then due and payable. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Secured Parties entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses second, third and fourth above.hereunder;

Payments Prior to Event of Default. Subject to Section 2.4(d)(ii) immediately belowAt all times during which an Event of Default has not occurred and is continuing, all amounts paid received by Borrower to or for the benefit of Administrative Agent from the Agent and Lenders in respect of the Obligations (other than payments specifically earmarked for principal, interest, fees or expenses hereunder while no Default or Event of Default is then continuing)Borrowers, shall be applied distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of fees and reasonable documented (i) out-of-pocket costs and expenses (including reasonable documented out-of-pocket attorneys’ fees) of the AgentAdministrative Agent and the Collateral Agent incurred by the Administrative Agent and the Collateral 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, including Expensespro 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; SECONDTHIRD, pro rata rata, to the payment of any Expenses of the Secured Parties, to the extent then due and payable by the Borrower under the Loan Documents; THIRD, pro rata to the payment all Obligations consisting of accrued unpaid fees and interest then due and payable to the Lenders hereunder on account of the Term Loan and then hereunder; FOURTH, to the payment of principal (including all OID that has been added to principal) then outstanding with respect due and payable on the Swing Loans; FIFTH, to the Term Loanpayment of principal then due and payable on the Revolving Loans; FOURTHSIXTH, pro rata to the payment of the Obligations arising in respect of Bank Products then due and payable; and SEVENTH, to the payment of all other Obligations not otherwise referred to in this Section 2.4(d)(i2.11(a) then due and payable. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Secured Parties entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses second, third and fourth above.

Payments Prior to Event of Default. Subject Prior to Section 2.4(d)(ii) immediately belowthe occurrence and continuance of any Event of Default, all amounts paid received by the Administrative Agent from the Borrower to or for the benefit of the Agent and Lenders in respect of the Obligations (other than payments specifically earmarked for application to certain principal, interest, fees or expenses hereunder while no Default or Event of Default is then continuingpayments made pursuant to Section 2.6), shall be applied distributed by the Administrative Agent in the following order of priority: FIRST, to 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 fees and reasonable documented out-of-pocket costs and expenses (including reasonable documented out-of-pocket attorneys’ fees) of the Agent, including Expenses, then due and payable to the Administrative Agent hereunder; THIRD, to the payment of any fees and expenses then due and payable to the Lenders, and the Issuing Bank hereunder or under any other Loan Documents; SECONDFOURTH, pro rata to the payment of any Expenses of the Secured Parties, to the extent interest then due and payable by on the Borrower under the Loan DocumentsRevolving Loans; THIRDFIFTH, pro rata to the payment of accrued unpaid interest principal then due and payable to on the Lenders hereunder on account of the Term Loan Revolving Loans; and then to the payment of principal (including all OID that has been added to principal) then outstanding with respect to the Term Loan; FOURTHSIXTH, pro rata to the payment of all other Obligations not otherwise referred to in this Section 2.4(d)(i2.12(a) then due and payable. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Secured Parties entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses second, third and fourth above.

Payments Prior to Event of Default. Subject Prior to Section 2.4(d)(ii) immediately belowthe occurrence and continuance of an Event of Default, all amounts paid received by the Administrative Agent from the Borrower to or for the benefit of the Agent and Lenders in respect of the Obligations (other than payments specifically earmarked for application to certain principal, interest, fees or expenses hereunder while no Default or Event of Default is then continuingpayments made pursuant to Section 2.6(c) (which shall be applied as earmarked or, with respect to payments under Section 2.6(c), as set forth in Section 2.6(c))), shall be applied distributed by the Administrative Agent in the following order of priority: FIRST, to the payment of fees and reasonable documented out-of-pocket costs and expenses (including without limitation reasonable documented out-of-pocket attorneys’ fees) of the AgentAdministrative Agent with enforcing the rights of the Lenders under the Loan Documents; SECOND, including Expenses, then due and payable to payment of any fees owed to the Administrative Agent hereunder or under any other Loan DocumentsDocument; SECONDTHIRD, pro rata to the payment of any Expenses of the Secured Parties, to the extent then due and payable by the Borrower under the Loan Documents; THIRD, pro rata to the payment all obligations consisting of accrued unpaid fees and interest then due and payable to the Lenders hereunder on account of the Term Loan and then hereunder; FOURTH, to the payment of principal (including all OID that has been added to principal) then outstanding with respect to due and payable on the Term Loan; FOURTHand FIFTH, pro rata to the payment of all other Obligations not otherwise referred to in this Section 2.4(d)(i2.11(a) then due and payable. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Secured Parties entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses second, third and fourth above.