Common use of Application of Collateral Proceeds Clause in Contracts

Application of Collateral Proceeds. The Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last sentence of this Section 10.8, apply all proceeds of Collateral in the following order: (A) first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Agent; (B) second, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the Issuer; (C) third, to pay interest due in respect of the Loans and L/C Obligations; (D) fourth, to the ratable payment of principal outstanding on the Loans, Obligations for unreimbursed drawings under all Letters of Credit and net termination amounts payable in respect of Rate Hedging Obligations (with the order of application to the installments of any particular Loan, Obligation for any unreimbursed drawing under any Letter of Credit or net termination amount payable in respect of Rate Hedging Obligation to be determined by the Agent in its sole discretion); (E) fifth, to provide required cash collateral if any pursuant to Section 8.2; and (F) sixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.8 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Agent and the Lenders as among themselves. The order of priority set forth in clauses (B) through (F) of this Section 10.8 may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person. The order of priority set forth in clause (A) of this Section 10.8 may be changed only with the prior written consent of the Agent.

Application of Collateral Proceeds. The Agent shallSubject to Section 5.03, unless otherwise specified at the direction proceeds of any collection, recovery, receipt, appropriation, realization or sale of any or all of the Required Lenders which direction Collateral (the "Collateral Proceeds") shall be consistent with the last sentence of this Section 10.8, apply all proceeds of Collateral in the following orderapplied as follows: (Aa) firstin the case of a Total Guarantor Default: FIRST, to pay Obligations the payment of all costs and reasonable expenses incurred by the Collateral Agent (in respect its capacity as such hereunder or under any other Reimbursement Documentation) in connection with such collection or sale or otherwise in connection with this Agreement or any of the Revolving Credit Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Document on behalf of any feesGrantor (as defined in Revolving Credit Security Documents) and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Revolving Credit Documentation; SECOND, expense reimbursements or indemnities then due to the Agentpayment in full of the Revolving Credit Obligations outstanding (the amounts so applied to be distributed among the Revolving Credit Secured Parties pro rata in accordance with the amounts of the Revolving Credit Obligations owed to them on the date of any such distribution); THIRD, to the payment in full of the Reimbursement Obligations outstanding pro rata in accordance with the amounts, if any, of such Reimbursement Obligations; FOURTH, to the payment in full of the Indenture Obligations outstanding; and FIFTH, to the Grantors (as defined in Revolving Credit Security Documents), their successors or assigns, or as a court of competent jurisdiction may otherwise direct. (b) in the case of a Partial Guarantor Default: FIRST, to the payment of all costs and reasonable expenses incurred by the Collateral Agent (in its capacity as such hereunder or under any other Reimbursement Documentation) in connection with such collection or sale or otherwise in connection with this Agreement, any of the Revolving Credit Obligations and the Reimbursement Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Document or Reimbursement Documentation on behalf of any Grantor (as defined in Security Documents) and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document and Reimbursement Documentation; (Bi) secondpayment in full among such Non-Defaulting Guarantors in accordance with the amounts paid under the Guaranty by such Non-Defaulting Guarantors, in an aggregate amount equal to pay the product of (x) the Collateral Proceeds and (y) a fraction the numerator of which shall be the amount paid by all Non-Defaulting Guarantors under, pursuant to or in connection with the Guaranty (the "Non-Defaulting Payment"), reduced by the amount paid, if any, by the Borrower under, pursuant to and in connection with the Reimbursement Agreement to reimburse any Non-Defaulting Guarantor, and the denominator of which shall be the amount of the Guaranteed Obligations (as defined in respect of any fees, expenses, reimbursements or indemnities the Guaranty) then due and payable under the Guaranty; and (ii) payment in full to the Lenders Administrative Agent for the benefit of the Revolving Credit Secured Parties an amount equal to the product of (x) the Collateral Proceeds and (y) a fraction the numerator of which shall be the amount of all payments due and owing from the Borrower under the Revolving Credit Agreement, reduced by the Non-Defaulting Payment, and the Issuer; (C) third, to pay interest due in respect denominator of which shall be the amount of the Loans Guaranteed Obligations (as defined in the Guaranty) then due and L/C Obligations; (D) fourthpayable under the Guaranty. THIRD, to the ratable payment in full of principal outstanding on the Loans, Indenture Obligations for unreimbursed drawings under all Letters of Credit outstanding; and net termination amounts payable in respect of Rate Hedging Obligations (with the order of application to the installments of any particular Loan, Obligation for any unreimbursed drawing under any Letter of Credit or net termination amount payable in respect of Rate Hedging Obligation to be determined by the Agent in its sole discretion); (E) fifth, to provide required cash collateral if any pursuant to Section 8.2; and (F) sixthFOURTH, to the ratable Grantors (as defined in Revolving Credit Security Documents), their successors or assigns, or as a court of competent jurisdiction may otherwise direct. (c) in the case of no Guarantor Default: FIRST, to the payment of all costs and reasonable expenses incurred by the Collateral Agent (in its capacity as such hereunder or under any other Reimbursement Documentation) in connection with such collection or sale or otherwise in connection with this Agreement or any of the Reimbursement Obligations. The order of priority set forth in this Section 10.8 , including all court costs and the related provisions reasonable fees and expenses of this Agreement are set forth solely its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Reimbursement Documentation on behalf of any Grantor (as defined in Reimbursement Security Documents) and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Reimbursement Documentation; SECOND, to determine the rights and priorities payment in full of the Agent Reimbursement Obligations outstanding pro rata in accordance with the amounts, if any, of such Reimbursement Obligations; THIRD, to the payment in full of the Revolving Credit Obligations outstanding (the amounts so applied to be distributed among the Revolving Credit Secured Parties pro rata in accordance with the amounts of the Revolving Credit Obligations owed to them on the date of any such distribution); FOURTH, to the payment in full of the Indenture Obligations outstanding; and FIFTH, to the Lenders Grantors (as among themselves. The order of priority set forth defined in clauses (B) through (F) of this Section 10.8 may at any time and from time to time be changed by the Required Lenders without necessity of notice to Reimbursement Security Documents), their successors or consent of or approval by the Borrowerassigns, or any other Person. The order as a court of priority set forth in clause (A) of this Section 10.8 competent jurisdiction may be changed only with the prior written consent of the Agentotherwise direct.

Application of Collateral Proceeds. The Agent shall, unless otherwise specified at Notwithstanding anything to the direction of the Required Lenders which direction shall be consistent with the last sentence of contrary in Section 5.01 or this Section 10.85.02, apply all proceeds of Collateral received by any Collateral Agent pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations shall be, subject to the provisions of Section 2.14 and Section 2.15, applied as set forth in this clause (f), as follows (subject to adjustments pursuant to any agreements entered into among the following order:Lenders): (Ai) first, to pay Obligations in respect any costs and expenses of the Collateral Agent and fees then due to the Collateral Agent under the Credit Documents, and any fees, expense reimbursements or indemnities then due to any Agent under the Agent;Credit Documents, until paid in full, (Bii) second, to pay Obligations any fees or premiums then due to the Administrative Agent, Letter of Credit Issuer, Swingline Lender or any of the Lenders under the Credit Documents until paid in respect full, (iii) third, ratably to pay any costs or expense reimbursements of any fees, expenses, reimbursements or ▇▇▇▇▇▇▇ and indemnities then due to any of the Lenders and under the Issuer;Credit Documents until paid in full, (Civ) thirdfourth, ratably to pay interest due in respect of the outstanding Revolving Credit Loans and L/C Obligations;the Term Loans until paid in full, (Dv) fourthfifth, ratably (i) to pay the principal of all outstanding Revolving Credit Loans until paid in full, (ii) to Administrative Agent, to be held by Administrative Agent, for the ratable benefit of the Letter of Credit Issuer and those Lenders having a Revolving Credit Commitment, to Cash Collateralize all issued and outstanding Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.01 and Section 2.14, and (iii) ratably to pay the outstanding principal balance of the Term Loans (in the inverse order of the maturity of the installments due thereunder) until the Term Loans are paid in full, (vi) sixth, to pay any other Obligations (including any Hedging Obligations under Specified Hedging Agreements), and (vii) seventh, to the ratable payment Borrower or such other Person entitled thereto under Applicable Law. Subject to Section 3.03, Section 3.04 and Section 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of principal outstanding Letters of Credit pursuant to clause fifth above shall be applied to satisfy Drawings under such Letters of Credit as they occur. If any amount remains on the Loans, Obligations for unreimbursed drawings under deposit as Cash Collateral after all Letters of Credit and net termination amounts payable have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in respect of Rate Hedging Obligations (with the order set forth above. For the avoidance of application to doubt, in carrying out the installments of any particular Loanforegoing, Obligation for any unreimbursed drawing under any Letter of Credit or net termination amount payable in respect of Rate Hedging Obligation to be determined no payments received by the Administrative Agent in its sole discretion); (E) fifth, from any Credit Party shall be applied to provide required cash collateral if any pursuant to Section 8.2; and (F) sixth, to the ratable payment Excluded Swap Obligations of all other Obligations. The order of priority set forth in this Section 10.8 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Agent and the Lenders as among themselves. The order of priority set forth in clauses (B) through (F) of this Section 10.8 may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person. The order of priority set forth in clause (A) of this Section 10.8 may be changed only with the prior written consent of the Agentsuch Credit Party.

Application of Collateral Proceeds. The Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last sentence of this Section 10.8, apply all proceeds of Collateral in the following order: (A) first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Agent; (B) second, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the Issuer; (C) third, to pay interest due in respect of the Loans and L/C Obligations; (D) fourth, to the ratable payment of principal outstanding on the Loans, Obligations for unreimbursed drawings under all Letters of Credit and net termination amounts payable in respect of Rate Hedging Obligations (with the order of application to the installments of any particular Loan, Obligation for any unreimbursed drawing under any Letter of Credit or net termination amount payable in respect of Rate Hedging Obligation to be determined by the Agent in its sole discretion); (E) fifth, to provide required cash collateral if any pursuant to Section 8.2; and (F) sixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.8 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Agent and the Lenders as among themselves. The order of priority set forth in clauses (B) through (F) of this Section 10.8 may at any time and from time to time be changed by with the Required consent of 100% of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person. The order of priority set forth in clause (A) of this Section 10.8 may be changed only with the prior written consent of the Agent.

Application of Collateral Proceeds. The Agent shall, ---------------------------------- unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last sentence of this Section 10.8, apply ------------ all proceeds of Collateral in the following order: (A) first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Agent;; 110 (B) second, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the Issuer; (C) third, to pay interest due in respect of the Loans and L/C Obligations; (D) fourth, to the ratable payment of principal outstanding on the Loans, Obligations for unreimbursed drawings under all Letters of Credit and net termination amounts payable in respect of Rate Hedging Obligations (with the order of application to the installments of any particular Loan, Obligation for any unreimbursed drawing under any Letter of Credit or net termination amount payable in respect of Rate Hedging Obligation to be determined by the Agent in its sole discretion); (E) fifth, to provide required cash collateral if any pursuant to Section 8.2; andand ----------- (F) sixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.8 and the related provisions ------------ of this Agreement are set forth solely to determine the rights and priorities of the Agent and the Lenders as among themselves. The order of priority set forth in clauses (B) through (F) of this Section 10.8 may at any time and from time to ------------ time be changed by with the Required consent of 100% of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person. The order of priority set forth in clause (A) of this Section 10.8 may be changed ------------ only with the prior written consent of the Agent.

Application of Collateral Proceeds. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be CKE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT consistent with the last sentence of this Section 10.8, apply all proceeds of Collateral in the following order: (A) first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (B) second, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Co-Syndication Agents, the Lenders and the Issuer; (C) third, to pay interest due in respect of the Loans and L/C Obligations; (D) fourth, to the ratable payment of principal outstanding on the Loans, Obligations for unreimbursed drawings under all Letters of Credit and net termination amounts payable in respect of Rate Hedging Obligations (with the order of application to the installments of any particular Loan, Obligation for any unreimbursed drawing under any Letter of Credit or net termination amount payable in respect of Rate Hedging Obligation to be determined by the Administrative Agent in its sole discretion); (E) fifth, to provide required cash collateral if any pursuant to Section 8.2; and (F) sixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.8 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Agent Agents and the Lenders as among themselves. The order of priority set forth in clauses (B) through (F) of this Section 10.8 may at any time and from time to time be changed by with the Required consent of 100% of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person. The order of priority set forth in clause (A) of this Section 10.8 may be changed only with the prior written consent of the Administrative Agent.

Application of Collateral Proceeds. The Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last sentence of this Section 10.8, apply all proceeds of Collateral in the following order: (A) first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Agent; (B) second, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the Issuer; (C) third, to pay interest due in respect of the Loans and L/C Obligations; (D) fourth, to the ratable payment of principal outstanding on the Loans, Obligations for unreimbursed drawings under all Letters of Credit and net termination amounts 108 114 payable in respect of Rate Hedging Obligations (with the order of application to the installments of any particular Loan, Obligation for any unreimbursed drawing under any Letter of Credit or net termination amount payable in respect of Rate Hedging Obligation to be determined by the Agent in its sole discretion); (E) fifth, to provide required cash collateral if any pursuant to Section 8.2; and (F) sixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.8 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Agent and the Lenders as among themselves. The order of priority set forth in clauses (B) through (F) of this Section 10.8 may at any time and from time to time be changed by with the Required consent of 100% of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person. The order of priority set forth in clause (A) of this Section 10.8 may be changed only with the prior written consent of the Agent.

Application of Collateral Proceeds. The Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last sentence of this Section 10.8, apply all proceeds of Collateral in the following order: (A) first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Agent; (B) second, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the Issuer; (C) third, to pay interest due in respect of the Loans and L/C Obligations; (D) fourth, to the ratable payment of principal outstanding on the Loans, Obligations for unreimbursed drawings under all Letters of Credit and net termination termi nation amounts payable in respect of Rate Hedging Obligations (with the order of application to the installments of any particular Loan, Obligation for any unreimbursed drawing under any Letter of Credit or net termination amount payable in respect of Rate Hedging Obligation to be determined by the Agent in its sole 98 105 discretion); (E) fifth, to provide required cash collateral if any pursuant to Section 8.2; and (F) sixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.8 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Agent and the Lenders as among themselves. The order of priority set forth in clauses (B) through (F) of this Section 10.8 may at any time and from time to time be changed by with the Required consent of 100% of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person. The order of priority set forth in clause (A) of this Section 10.8 may be changed only with the prior written consent of the Agent.

Application of Collateral Proceeds. The Agent shall, unless otherwise specified at Notwithstanding anything to the direction of the Required Lenders which direction shall be consistent with the last sentence of contrary in Section 5.01 or this Section 10.85.02, apply all proceeds of Collateral received by Agent pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations shall be, subject to the provisions of Section 2.14 and Section 2.15, applied as set forth in the following orderthis clause (e), as follows: (Ai) first, to pay Obligations in respect any costs and expenses of the Agent under the Credit Documents, including any fees, expense reimbursements or indemnities then due to Agent under the Agent;Credit Documents, until paid in full, (Bii) second, to pay Obligations and fees or premiums then due to the Agent or any of the Lenders under the Credit Documents until paid in respect full, (iii) third, ratably to pay any costs or expense reimbursements of any fees, expenses, reimbursements or Lenders and indemnities then due to any of the Lenders and under the Issuer;Credit Documents until paid in full, (Civ) thirdfourth, ratably to pay interest due in respect of the outstanding Revolving Loans and L/C Obligations;the Term Loans until paid in full, (Dv) fourthfifth, (i) ratably to pay the principal of all outstanding Revolving Loans until paid in full, (ii) to Agent, to be held by Agent for the ratable payment benefit of the Letter of Credit Issuer and those Lenders having a Revolving Loan Commitment to Cash Collateralize all issued and outstanding Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.01 and Section 2.14, and (iii) ratably to pay the outstanding principal outstanding balance of the Term Loan until the Term Loan is paid in full, (vi) sixth, to pay any other Obligations, and (vii) seventh, to Borrower or such other Person entitled thereto under Applicable Law. Subject to Section 3.03, Section 3.04 and Section 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause fifth above shall be applied to satisfy Drawings under such Letters of Credit as they occur. If any amount remains on the Loans, Obligations for unreimbursed drawings under deposit as Cash Collateral after all Letters of Credit and net termination amounts payable have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in respect of Rate Hedging Obligations (with the order of application to the installments of any particular Loan, Obligation for any unreimbursed drawing under any Letter of Credit or net termination amount payable in respect of Rate Hedging Obligation to be determined by the Agent in its sole discretion); (E) fifth, to provide required cash collateral if any pursuant to Section 8.2; and (F) sixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.8 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Agent and the Lenders as among themselves. The order of priority set forth in clauses (B) through (F) of this Section 10.8 may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person. The order of priority set forth in clause (A) of this Section 10.8 may be changed only with the prior written consent of the Agentabove.

Application of Collateral Proceeds. The Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last sentence of this Section 10.8, apply all proceeds of Collateral in the following order: (A) first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Agent;; CKE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (B) second, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the Issuer; (C) third, to pay interest due in respect of the Loans and L/C Obligations; (D) fourth, to the ratable payment of principal outstanding on the Loans, Obligations for unreimbursed drawings under all Letters of Credit and net termination amounts payable in respect of Rate Hedging Obligations (with the order of application to the installments of any particular Loan, Obligation for any unreimbursed drawing under any Letter of Credit or net termination amount payable in respect of Rate Hedging Obligation to be determined by the Agent in its sole discretion); (E) fifth, to provide required cash collateral if any pursuant to Section 8.2; and (F) sixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.8 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Agent and the Lenders as among themselves. The order of priority set forth in clauses (B) through (F) of this Section 10.8 may at any time and from time to time be changed by with the Required consent of 100% of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person. The order of priority set forth in clause (A) of this Section 10.8 may be changed only with the prior written consent of the Agent.

Application of Collateral Proceeds. The Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last sentence of this Section 10.8, apply all proceeds of Collateral in the following order: (A) first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Agent;; 105 112 (B) second, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the Issuer; (C) third, to pay interest due in respect of the Revolving Loans and L/C Obligations; (D) fourth, to the ratable payment of principal outstanding on the Revolving Loans, Obligations for unreimbursed drawings under all Letters of Credit and net termination termi- nation amounts payable in respect of Rate Hedging Obligations (with the order of application to the installments of any particular Revolving Loan, Obligation for any unreimbursed drawing under any Letter of Credit or net termination amount payable in respect of Rate Hedging Obligation to be determined by the Agent in its sole discretion); (E) fifth, to provide required cash collateral if any pursuant to Section 8.2; and (F) sixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.8 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Agent and the Lenders as among themselves. The order of priority set forth in clauses (B) through (F) of this Section 10.8 may at any time and from time to time be changed by with the Required consent of 100% of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person. The order of priority set forth in clause (A) of this Section 10.8 may be changed only with the prior written consent of the Agent.