Common use of Application of Payments Clause in Contracts

Application of Payments. Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

Appears in 2 contracts

Sources: Credit Agreement (Forum Energy Technologies, Inc.), Credit Agreement (Forum Energy Technologies, Inc.)

Application of Payments. (a) Prior to an Event the exercise of Defaultremedies pursuant to Section 8.2, including acceleration of the Obligations, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections amounts received by the Administrative Agent from the Borrower (other than payments specifically earmarked for application to certain principal, interest, fees or expenses hereunder (which shall be applied to as earmarked) shall be distributed by the Secured Obligations in accordance with Section 2.12 and otherwise Administrative Agent in the following orderorder of priority: FIRST, to the payment of all costs and out-of-pocket expenses incurred by (including, without limitation, reasonable attorneys’ fees) of the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any respect to enforcing the rights of the Secured ObligationsLenders under the Loan Documents, including all court costs and in each case to the fees and expenses of its agents and legal counsel, the repayment of all advances made extent required to be reimbursed by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit DocumentBorrower pursuant to Section 10.2; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and any fees owed to the extent applicable Administrative Agent under the Loan Documents and all amounts owed pursuant to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution)Erroneous Payment Subrogation Rights; THIRD, to the payment of any then due all accrued fees and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied interest payable to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lendersunder this Agreement; FOURTH, to the payment of any principal then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them payable on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the LendersLoans; FIFTH, to the payment of all accrued interest constituting part other Obligations not otherwise referred to in this Section 2.12(a) then due and payable; and SIXTH, upon satisfaction in full of all Obligations, to the applicable Credit Party or such other Person who may be lawfully entitled thereto. (b) Notwithstanding anything in this Agreement or any other Loan Documents which may be construed to the contrary, subsequent to the exercise of remedies pursuant to Section 8.2, including acceleration of the NonObligations, payments and prepayments with respect to the Obligations made to the Administrative Agent for the benefit of the Lenders, the Lender Group, or any of them, or otherwise received by any member of the Lender Group shall be distributed in the following order of priority (subject to Section 2.11): FIRST, to the payment of out-Credit Party Obligations of-pocket expenses (including without limitation indemnification and reasonable attorneys’ fees) of the amounts so applied Administrative Agent with respect to enforcing the rights of the Lenders under the Loan Documents, in each case to the extent required to be distributed ratably among reimbursed by the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed Borrower pursuant to them on the date of any such distributionSection 10.2; SIXTHSECOND, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations fees owed to them on the date of any such distributionAdministrative Agent under the Loan Documents and all amounts owed pursuant to Erroneous Payment Subrogation Rights; SEVENTHTHIRD, to the payment of any then due and owing other amounts out-of-pocket expenses (including fees without limitation indemnification and expensesreasonable attorneys’ fees) constituting part of the Non-Credit Party Obligations (Lenders with respect to enforcing their rights under the amounts so applied Loan Documents, in each case to the extent required to be distributed ratably among reimbursed by the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed Borrower pursuant to them on the date of any such distributionSection 10.2; and EIGHTHFOURTH, to the payment of all accrued fees and interest payable to the Lenders under this Agreement; FIFTH, to the payment of principal on the Loans; SIXTH, to any other Obligations not otherwise referred to in this Section 2.12(b); and SEVENTH, upon satisfaction in full of all Obligations, to the applicable Credit Parties, their successors Party or assigns, or as a court of competent jurisdiction such other Person who may otherwise directbe lawfully entitled thereto.

Appears in 2 contracts

Sources: Credit Agreement (Vulcan Materials CO), Credit Agreement (Vulcan Materials CO)

Application of Payments. Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, payments and collections received by the Administrative Agent from any Credit Party that is not a Qualified ECP Guarantor (and any proceeds received in respect of such Credit Party’s Collateral (as defined in the Security Agreement)) shall not be applied to Excluded Swap Obligations with respect to any Credit Party, provided, however, that the Administrative Agent shall make such adjustments as it determines are appropriate with respect to payments and collections received from the other Credit Parties (or proceeds received in respect of such other Credit Parties’ Collateral) to preserve, as nearly as possible, the allocation to Secured Obligations otherwise set forth above in this Section 7.6 (assuming that, solely for purposes of such adjustments, Secured Obligations includes Excluded Swap Obligations), and provided, further, that, for purposes of this Section 7.6, the “principal amount” of the obligations in respect of Hedging Arrangements at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Hedging Arrangements were terminated at such time.

Appears in 2 contracts

Sources: Credit Agreement (Forum Energy Technologies, Inc.), Credit Agreement (Forum Energy Technologies, Inc.)

Application of Payments. Prior (a) The Borrower shall make each payment of principal of, and interest on, the Loans and all fees payable by the Borrower hereunder not later than 12:00 p.m. (Eastern time) on the date when due, in funds immediately available to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed at its address set forth herein. Administrative Agent will promptly (and if such payment is received by Administrative Agent by 12:00 p.m. (Eastern time), and otherwise if reasonably possible, on the same Business Day) distribute to each Lender its proportionate share or, in the case of any fee, other appropriate share of each such payment received by Administrative Agent for the account of Lenders. Whenever any payment of principal of, or interest on, any Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. If the date for any payment of principal is extended by operation of Law or otherwise, interest thereon shall be payable for such extended time. All amounts payable by the BorrowerBorrower under the Loan Documents (whether principal, but subject interest, fees, expenses, or otherwise) shall be paid in full, without set-off or counterclaim. Amounts repaid on account of the Loans may not be reborrowed. (b) Prior to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence occurrence of an Event of Default, all principal payments and collections received by Lenders with respect to the Administrative Agent Loans shall be applied to the Secured Obligations Loans of each Lender ratably in accordance with Section 2.12 and otherwise the amounts thereof. (c) After the occurrence of an Event of Default, all amounts collected or received by Administrative Agent or any Lender from any Loan Party or in respect of any of the assets of any Loan Party shall be applied in the following order: FIRST: (i) first, to the payment of all costs fees, indemnities, expenses and expenses incurred by other amounts payable to the Administrative Agent (in its capacity as such hereunder or under any other Credit Documentincluding fees, expenses, and disbursements of counsel to the Administrative Agent) in connection with this Agreement or any of the Secured Obligations, including and all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by amounts due the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECONDSection 12.03; (ii) second, to the payment of all accrued interest constituting part fees, indemnities, expenses and other amounts (other than principal and interest) payable to Lenders (including fees, expenses, and disbursements of counsel to Lenders) ratably among them in proportion to the respective amounts described in this clause second payable to them; (iii) third, to the reimbursement of any advances made by Lenders to effect performance of any unperformed covenants of any Loan Party under any of the Secured Obligations other than Non-Credit Party Obligations Loan Documents; (iv) fourth, to (A) accrued and unpaid interest on the amounts so applied to be distributed Loans and (B) unpaid principal of the Loans, ratably among the Lenders (and in proportion to the extent applicable respective amounts described in this clause fourth payable to Hedging Arrangementsthem; and (v) last, the Swap Counterparties and to the extent applicable to Banking Services Obligationsbalance, the Banking Service Providers) pro rata in accordance with the amounts if any, after all of the Secured Obligations owed to them on the date of any such distribution); THIRDIndebtedness has been indefeasibly paid in full, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, Borrower or as a court of competent jurisdiction may otherwise directrequired by Law.

Appears in 2 contracts

Sources: Senior Secured Credit Agreement (Vista Proppants & Logistics Inc.), Senior Secured Credit Agreement (Vista Proppants & Logistics Inc.)

Application of Payments. Prior to an Event All proceeds received by the Agent and the Lenders from or in respect of Defaultany realization of Security, all payments made hereunder any judgment against any Credit Party obtained by the Agent or any Lender, any other realization of any Credit Party’s assets, any set-off or combination of accounts in respect of any credit balance, any recovery, distribution or payment arising out of any bankruptcy of any Credit Party or any proposal or re-organization, plan of arrangement, liquidation or winding-up of any Credit Party, shall be applied paid to the Agent and, upon receipt by the Administrative Agent as directed by the Borrowershall, but subject to the terms of this Agreementprovisions hereof, including the application of prepayments according be allocated from time to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received time by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRSTas follows: (a) Firstly, to the payment of all pay amounts due hereunder as costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise realization of the Security and the enforcement of the Agent’s and the Lenders’ rights hereunder including any legal, consultant, advisor, property manager and other professional fees incurred by the Agent and the Lenders and including interest and such costs and expenses from the date incurred until paid at the rate applicable to overdue interest; (b) secondly, in payment of any right other unpaid fees payable hereunder and the other Loan Documents to the Agent and the Lenders; (c) thirdly, in payment of amounts due hereunder to the Lenders as overdue interest in respect of Loans; (d) fourthly, in payment of amounts due hereunder to the Lenders as interest on Loans; (e) fifthly, in payment or remedy hereunder or under any prepayment of all other Credit DocumentObligations due to the Agent and the Lenders until all Obligations are paid in full to the Agent and the Lenders; SECONDand (f) sixthly, in payment of the balance, if any, to the payment of all accrued interest constituting part of the Secured Obligations Borrowers or such other than Non-Credit Party Obligations (the amounts so applied to Person or Persons who may be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assignsentitled thereto at law, or as a court of competent jurisdiction may otherwise direct.

Appears in 2 contracts

Sources: Credit Agreement (Strategic Storage Trust VI, Inc.), Credit Agreement (Strategic Storage Trust VI, Inc.)

Application of Payments. Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including (a) Unless the application of prepayments according to Section 2.5 and Section 2.12. During payments received on account of the existence Obligations in advance of an Event of DefaultDefault are otherwise specified by another provision of the Loan Documents, if no Event of Default shall have occurred and be continuing, all payments and collections other funds received on account of the Obligations (including insurance proceeds, proceeds of Requisition of the Vessel, proceeds of disposition of or realization on Collateral, and other proceeds of collection), together with the proceeds of any claims for damages for loss of or damage to Collateral received by the Administrative Agent Lender pursuant to or under the terms of the Loan Documents, shall be applied as follows: first, toward the payment of the fees, costs and other expenses (including attorneys' fees and expenses), and interest thereon, that are owed by Borrower and that are outstanding under the Loan Documents at the time, and, as required by Lender from time to time, to provide adequate indemnity against Encumbrances claiming priority over Lender's security in any Collateral, provided that unless an Event of Default has occurred and is continuing said sums shall not be used to satisfy or provide indemnity against or security for Permitted Encumbrances; second, toward interest that accrues on the Secured Obligations in accordance with Section 2.12 Obligations; third, toward payment of the principal of the Advance; and otherwise in the following order: FIRSTfourth, to the payment Borrower or to whosoever may be entitled thereto. (b) When applied to the Advance, payments and prepayments shall be applied in the reverse order of the maturity of the installments thereof. (c) If an Event of Default shall have occurred and be continuing, all costs and expenses incurred amounts received by the Administrative Agent (in its capacity as such hereunder Lender from the Borrower or under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf arising out of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so Collateral shall be applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts terms of Section 17 of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directBulk Liberty Mortgage.

Appears in 2 contracts

Sources: Loan and Guaranty Agreement (Pangaea Logistics Solutions Ltd.), Loan and Guaranty Agreement (Quartet Holdco Ltd.)

Application of Payments. Prior (a) On each Interest Payment Date, Lender shall prepare and deliver to an Event Borrower a distribution worksheet detailing the application of Defaultamounts received on account of Participation Interests. The application of payments by Lender to the reduction of the Obligations shall, in the absence of manifest error, be binding upon Borrower. (b) The parties acknowledge that prior to termination of the CSFB Loan Agreement, all payments made amounts on deposit in the Dedicated Account shall be applied pursuant to the CSFB Loan Agreement, and any amounts due to Lender or Borrower hereunder, as applicable, shall be continuing obligations notwithstanding the application of amounts on deposit in such Dedicated Account: (c) On each Interest Payment Date amounts received on account of Participation Interests pledged hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRSTfollows: (i) first, to the payment of all costs non-principal amounts (including, without limitation, Expenses) other than accrued and expenses incurred by unpaid interest owing with respect to the Administrative Agent Loan; (in its capacity as such hereunder or ii) second, without limiting the rights of Lender under Section 2.05, to the payment of principal to satisfy any other Credit DocumentBorrowing Base Deficiency owing with respect to the Loan; (iii) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECONDthird, to the payment of all accrued interest constituting part other costs and fees payable to Lender pursuant to this Agreement; and (iv) fourth, any remainder applied in the order of priority specified in Sections 5.03 and 6.03 of the Secured Obligations other than Non-Credit Party Obligations Master Spread Acquisition Agreement. (d) Notwithstanding the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangementspreceding provisions, the Swap Counterparties and to the extent applicable to Banking Services Obligationsif an Event of Default shall have occurred hereunder, the Banking Service Providers) pro rata in accordance with the amounts all funds received on account of the Secured Obligations owed to them on Participation Interests pledged hereunder shall be applied as follows: (i) first, in the date same order of any such distributionpriority as set forth in Section 2.07(c)(i)-(ii); THIRD; (ii) second, to the payment of any then due and owing outstanding principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and with respect to the extent applicable Loan until reduced to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providerszero; (iii) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTHthird, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties costs and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expensesany other Obligations; and (iv) constituting part of the Non-Credit Party Obligations (the amounts so applied fourth, any remainder to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directBorrower.

Appears in 2 contracts

Sources: Loan and Security Agreement (Pennymac Financial Services, Inc.), Loan and Security Agreement (PennyMac Mortgage Investment Trust)

Application of Payments. Prior Subsequent to an the occurrence and during the continuation of any Default or Event of Default, all payments made hereunder received by Lenders (or Affiliates of Lenders party to Related Interest Rate Agreements) on the Obligations and on the proceeds from the enforcement of the Obligations shall be applied by the among Administrative Agent and Lenders (and Affiliates of Lenders party to Related Interest Rate Agreements) as directed follows: first, to all Administrative Agent’s and Lenders’ (and Affiliates of Lenders party to Related Interest Rate Agreements) fees and expenses then due and payable, other than such fees and expenses which, in effect, correspond to principal, notional amount or interest under or with respect to such Related Interest Rate Agreements; second, to all other expenses then due and payable by any Loan Party under the BorrowerLoan Documents; third, but subject to all indemnitee obligations then due and payable by any Loan Party under the terms of this AgreementLoan Documents; fourth, including to all commitment and other fees and commissions then due and payable by Borrower under the application of prepayments according Loan Documents; fifth, pro rata to Section 2.5 (i) accrued and Section 2.12. During unpaid interest on the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations Loans (pro rata) in accordance with Section 2.12 all such amounts due on the Loans and otherwise in the following order: FIRST(ii) any scheduled payments (excluding termination, unwind and similar payments) due to the payment a Lender or an Affiliate of all costs and expenses incurred by the Administrative Agent a Lender on any Related Interest Rate Agreements (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the all such amounts of the Secured Obligations owed to them on the date of any such distributiondue); THIRDsixth, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay (a) the principal amount of the outstanding Borrowings, Loans (pro rata among all Loans) and (b) any termination, unwind and similar payments due to the Lendersa Lender or an Affiliate of a Lender under Related Interest Rate Agreements (pro rata with all such amounts due); FOURTHand seventh, to any remaining amounts due under the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed that order. Any remaining monies not applied as provided in this Subsection 6.8 shall be paid to them on the date of Borrower or any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directPerson lawfully entitled thereto.

Appears in 2 contracts

Sources: Credit Agreement (Surewest Communications), Credit Agreement (Surewest Communications)

Application of Payments. Prior to an Event of Default, all All payments made received by the Administrative Agent hereunder shall be applied by the Administrative Agent as directed by to payment of the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Guaranteed Obligations in accordance with Section 2.12 the Agreement and otherwise in the following order: following, order unless a court of competent jurisdiction shall otherwise direct: (a) FIRST, to the payment of all reasonable costs and expenses incurred by of the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured ObligationsAgent, including all court costs Swingline Lender, LC Issuer and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses Lenders incurred in connection with the exercise collection and enforcement of the Guaranteed Obligations or of any right security interest granted to the Administrative Agent or remedy hereunder or under any other Credit Document; of them in connection with any collateral securing the Guaranteed Obligations; (b) SECOND, to the payment of all accrued interest constituting part that portion of the Secured Guaranteed Obligations constituting accrued and unpaid interest and fees, pro rata among the Lenders, Swingline Lender, LC Issuer and their respective Affiliates in accordance with the amount of such accrued and unpaid interest and fees owing to each of them; (c) THIRD, to payment of the principal of the Guaranteed Obligations and the net early termination payments and any other Rate Management Obligations then due and unpaid from the Borrower to any of the Lenders, the Swingline Lender, LC Issuer or their respective Affiliates, pro rata among them in accordance with the amount of such principal and such net early termination payments and other Rate Management Obligations then due and unpaid owing to each of them; (d) FOURTH, to payment of any Guaranteed Obligations (other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersthose listed above) pro rata among those parties to whom such Guaranteed Obligations are due in accordance with the amounts owing to each of them; and (e) FIFTH, the balance, if any, after all of the Secured Guaranteed Obligations owed to them on the date of any such distribution); THIRDhave been indefeasibly satisfied, shall be paid to the payment of any then due and owing principal constituting part of Borrower, as agent for the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directSubsidiary Guarantor.

Appears in 2 contracts

Sources: Subsidiary Guaranty (Airnet Systems Inc), Subsidiary Guaranty (Airnet Systems Inc)

Application of Payments. Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including (a) Unless the application of prepayments according to Section 2.5 and Section 2.12. During payments received on account of the existence Obligations in advance of an Event of DefaultDefault are otherwise specified by another provision of the Loan Documents, if no Event of Default shall have occurred and be continuing, all payments and collections other funds received on account of the Obligations (including insurance proceeds, proceeds of Requisition of the Vessel, proceeds of disposition of or realization on Collateral, and other proceeds of collection), together with the proceeds of any claims for damages for loss of or damage to Collateral received by the Administrative Agent Lender pursuant to or under the terms of the Loan Documents, shall be applied as follows: first, toward the payment of the fees, costs and other expenses (including attorneys' fees and expenses), and interest thereon, that are owed by Borrower and that are outstanding under the Loan Documents at the time, and, as required by Lender from time to time, to provide adequate indemnity against Encumbrances claiming priority over Lender's security in any Collateral, provided that unless an Event of Default has occurred and is continuing said sums shall not be used to satisfy or provide indemnity against or security for Permitted Encumbrances; second, toward interest that accrues on the Secured Obligations in accordance with Section 2.12 Obligations; third, toward payment of the principal of the Advance; and otherwise in the following order: FIRSTfourth, to the payment Borrower or to whosoever may be entitled thereto. (b) When applied to the Advance, payments and prepayments shall be applied in the reverse order of the maturity of the installments thereof. (c) If an Event of Default shall have occurred and be continuing, all costs and expenses incurred amounts received by the Administrative Agent (in its capacity as such hereunder Lender from the Borrower or under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf arising out of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so Collateral shall be applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts terms of Section 17 of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directBulk Beothuk Mortgage.

Appears in 2 contracts

Sources: Loan and Guaranty Agreement (Pangaea Logistics Solutions Ltd.), Loan and Guaranty Agreement (Quartet Holdco Ltd.)

Application of Payments. Prior All payments by any Loan Party hereunder shall be applied to an such Obligations as such Loan Party shall specify; provided that, subject to Section 6.15.1(b), during the existence of any Event of Default, all payments made by or on behalf of any Loan Party hereunder shall be applied by the Administrative Agent as directed by the Borrowerfollows, but subject in each case to the terms of this Agreementextent that the applicable payor has liability therefor: (a) First, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured payment of that portion of the Obligations constituting unpaid fees, indemnities, costs, expenses and other amounts (other than principal or interest) payable to any Agent Indemnitee in accordance with Section 2.12 and otherwise its capacity as such, ratably among them in proportion to the following order: FIRSTrespective amounts payable pursuant to this clause (a); (b) Second, to the payment of all costs and expenses incurred amounts paid by Funding Agents to any Agent Indemnitee pursuant to Section 14.4.4 (to the Administrative Agent extent Funding Agents have not previously been reimbursed therefor), ratably among them in proportion to the respective amounts payable pursuant to this clause (in its capacity as such hereunder or under any other Credit Documentb); (c) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECONDThird, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations amounts paid by Lenders to any Agent Indemnitee pursuant to Section 14.4.3 (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging ArrangementsLenders have not previously been reimbursed therefor), the Swap Counterparties and ratably among them in proportion to the extent applicable respective amounts payable pursuant to Banking Services Obligations, the Banking Service Providersthis clause (c); (d) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDFourth, to the payment of any then due and owing principal constituting part that portion of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (constituting unpaid fees, indemnities, costs, expenses and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied principal or interest) payable to be distributed any Person pursuant to Section 14.4.1, ratably among the Lenders (and them in proportion to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such respective amounts payable pursuant to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTHclause (d); (e) Fifth, to the payment of all accrued interest constituting part of amounts paid by Lenders to any Person pursuant to Section 14.4.3 (to the Non-Credit Party Obligations (the amounts so applied to be distributed extent Lenders have not previously been reimbursed therefor), ratably among them in proportion to the Swap Counterparties and the Banking Service Providersrespective amounts payable pursuant to this clause (e); (f) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTHSixth, to the payment of any then due and owing principal constituting part that portion of the Non-Obligations constituting accrued and unpaid Letter of Credit Party Obligations (Fees, facility fees and interest on the amounts so applied to be distributed Loans, L/C Borrowings and other Obligations, ratably among the Swap Counterparties Lenders in proportion to the respective amounts payable to them pursuant to this clause (f); (g) Seventh, to (i) the payment of the unpaid principal of the Loans and L/C Borrowings and (ii) the Banking Service Providers) pro rata applicable Funding Agents to Cash Collateralize undrawn Letters of Credit, ratably among them in accordance with proportion to the principal respective amounts of the Non-Credit Party Obligations owed to them on the date such principal and undrawn Letters of any such distribution; SEVENTHCredit; (h) Eighth, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed all remaining unpaid Obligations, ratably among the Swap Counterparties and Lenders in proportion to the Banking Service Providersrespective amounts payable pursuant to this clause (h); and (i) pro rata Last, the balance, if any, after payment in accordance full of all Obligations of the applicable payor, to such payor or as otherwise required by Law. Any amount used to Cash Collateralize undrawn Letters of Credit pursuant to clause (g) above shall be applied by the applicable Funding Agent to satisfy drawings under the applicable Letters of Credit as such drawings occur. If any amount remains on deposit with such amounts owed any Funding Agent as Cash Collateral after all applicable Letters of Credit have either been fully drawn, terminated or expired, the remaining amount shall be applied to them on the date other Obligations of the applicable payor, if any, in the order set forth above. Notwithstanding the above, if Prologis makes any payments, or there are recoveries from Prologis, during the existence of any Event of Default, then, if so elected by the Required Lenders, such distribution; and EIGHTH, payments or recoveries shall be applied to the Credit Parties, their successors or assigns, or Obligations under the Tranches as a court of competent jurisdiction may otherwise directdirected by the Required Lenders; provided that such application shall not affect the agreements set forth in Section 6.9.

Appears in 2 contracts

Sources: Global Senior Credit Agreement (Prologis, L.P.), Global Senior Credit Agreement (Prologis, L.P.)

Application of Payments. Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of DefaultDefault and subject to Section 2.16, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement Agreement, any other Credit Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party counsel and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; in each case to the extent required to be paid or reimbursed by a Lender, the Borrower or any other Credit Party pursuant to the terms of this Agreement or any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal other amounts (including fees and expenses but excluding principal) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTHFOURTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) Lenders pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution); and EIGHTHFIFTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

Appears in 2 contracts

Sources: Credit Agreement (Oceaneering International Inc), Credit Agreement (Oceaneering International Inc)

Application of Payments. Prior Subject to the Intercreditor Agreement and Section 4.1, all amounts paid to or received by Agent or any Lender in respect of the monetary Obligations, from whatever source (whether from any Borrower or any other Loan Party pursuant to such other Loan Party’s guaranty of the Obligations, any realization upon any Collateral, or otherwise) shall, unless otherwise directed by Borrowing Agent with respect to any particular payment (unless an Event of DefaultDefault shall then be continuing, all payments made hereunder in which event Agent may disregard Borrowing Agent’s direction), be applied by Agent to the Obligations in such order as Agent (with the consent of the Required Lenders) may elect, and absent such election shall be applied as follows: (a) FIRST, to reimburse Agent for all fees and out-of-pocket costs and expenses, and all indemnified losses, incurred by the Administrative Agent as directed by the Borrower, but subject which are reimbursable to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or and/or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; Loan Documents, (b) SECOND, to the payment of all any accrued but unpaid interest constituting part of the Secured Obligations other than Non-Credit Party Obligations on any Protective Advances, (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersc) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment outstanding principal of any then due Protective Advances, (d) FOURTH, ratably to reimburse each Lender for all fees (including any Early Payment/Termination Premium) and owing principal constituting part out-of-pocket costs and expenses, and all indemnified losses, incurred by each Lender which are reimbursable to such Lender in accordance with this Agreement and/or any of the Secured Obligations other than Non-Credit Party Obligations Loan Documents, (e) FIFTH, ratably to any unpaid accrued interest on the amounts so applied Obligations, (f) SIXTH, ratably to be distributed ratably among the Lenders (and outstanding principal of the Obligations, and, to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions required by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTHthis Agreement, to the payment cash collateralize Letter of any then due and owing other amounts Credit Liabilities, and (including fees and expensesg) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due other outstanding Obligations; and owing other amounts (including fees and expenses) constituting part after payment in full in cash of all of the Non-Credit Party outstanding monetary Obligations, any further amounts paid to or received by Agent or any Lender in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts so applied will be credited to be distributed ratably among the Swap Counterparties Loan Account and the Banking Service ProvidersCollateral balances to which they relate upon Agent’s receipt of an advice from Agent’s Bank (set forth in Section 5 of Schedule A) pro rata that such items have been credited to Agent’s account at Agent’s Bank (or upon Agent’s deposit thereof at Agent’s Bank in accordance with such amounts owed the case of payments received by Agent in kind), in each case subject to them final payment and collection. However, for purposes of computing interest on the date Obligations, such items shall be deemed applied by Agent two Business Days after Agent’s receipt of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court advice of competent jurisdiction may otherwise directdeposit thereof at Agent’s Bank.

Appears in 1 contract

Sources: Loan and Security Agreement (Nine Energy Service, Inc.)

Application of Payments. Prior Subject to an Event the provisions of Section 9.2, (i) prior to the occurrence of a Default, all payments made hereunder shall be applied by the Administrative Agent shall apply all payments and prepayments in respect of the Obligations in such order as directed shall be specified by the Borrower and (ii) after the occurrence of a Default, the Administrative Agent and the Collateral Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of Collateral in the following order: (A) first, to the ratable payment of interest on and then principal of any portion of the Loans which the Agents, or either of them may have advanced on behalf of any Lender for which the applicable Agent has not then been reimbursed by such Lender or the Borrower; 110 (B) second, to the ratable payment of interest on and then principal of any advance made under Section 10.3 for which the funding Agents have not then been paid by the Borrower or reimbursed by the Lenders; (C) third, to the ratable payments of Obligations in respect of any fees, expense reimbursements or indemnities then due to either of the Agents in such capacity; (D) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders, Swing Line Bank and the issuer(s) of Letters of Credit; (E) fifth, to pay interest due in respect of Loans (including Swing Line Loans) and L/C Obligations; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans (including Swing Line Loans), Reimbursement Obligations and Hedging Obligations under Interest Rate Agreements; (G) seventh, to provide required cash collateral, if required pursuant to Section 3.11 and (H) eighth, to the ratable payment of all other Secured Obligations. Unless otherwise designated (which designation shall only be applicable prior to the occurrence of a Default) by the Borrower, but subject to the terms all principal payments in respect of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent Loans shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRSTfirst, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid or prepaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the payment related provisions of all costs this Agreement are set forth solely to determine the rights and expenses incurred priorities of the Agents, the Lenders and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (D) through (H) of this Section 12.3 may at any time and from time to time be changed by the Administrative Agent (in its capacity as such hereunder Required Lenders without necessity of notice to or under consent of or approval by the Borrower, or any other Credit DocumentPerson. The order of priority set forth in clauses (A) in connection through (C) of this Section 12.3 may be changed only with this Agreement or any the prior written consent of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directAgents.

Appears in 1 contract

Sources: Credit Agreement (Spartan Stores Inc)

Application of Payments. Prior to an Event of DefaultUnless otherwise specifically provided in this Agreement or the other Loan Documents, all payments made hereunder to Administrative Agent, Letter of Credit Issuers, or Lenders, or any of them, or otherwise received by Administrative Agent or Lenders, or any of them (from realization on collateral for the Obligations or otherwise), shall be applied by the Administrative Agent as directed by the Borrower, but (subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise 2.4(c)) in the following orderorder to the extent such Obligations are then due and payable hereunder: FIRSTFirst, to the payment of all costs and expenses expenses, if any, incurred by Administrative Agent, Letter of Credit Issuers, or Lenders, or any of them, in the Administrative Agent (in its capacity as collection of such hereunder or amounts under any other Credit Document) in connection with this Agreement or any of the Secured Obligationsother Loan Documents, including all court including, without limitation, any reasonable costs incurred in connection with the sale or disposition of any collateral for the Obligations and Attorney Costs; Second, pro rata among Administrative Agent, Letter of Credit Issuers and Lenders based on the total amount of fees then due and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party payable hereunder or under any other Credit Loan Document on behalf of any Credit Party and to any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (fees and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any commissions then due and owing payable by Borrower to Lenders, Letter of Credit Issuers and Administrative Agent under this Agreement or any Loan Document; Third, to any due and unpaid interest which may have accrued on the Loans, pro rata among Lenders based on the outstanding principal constituting part amount of the Secured Obligations other than Non-Credit Party Obligations (Loans outstanding immediately prior to such payment; Fourth, to any amounts outstanding with respect to draws under Letters of Credit; Fifth, to any unpaid principal of the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging ArrangementsLoans, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them among Lenders based on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the Loans outstanding Borrowings, pro rata immediately prior to the Lenderssuch payment; FOURTHSixth, to the payment extent any Letters of Credit are then outstanding, to Cash Collateralize the Letters of Credit in an amount equal to the outstanding Letter of Credit Exposure; Seventh, to any other Obligations not otherwise referred to in this Section 2.9 until all such Obligations are paid in full; Eighth, to actual damages incurred by Administrative Agent, Letter of Credit Issuers or Lenders, or any of them, by reason of any breach hereof or of any other Loan Documents by Borrower or a Restricted Subsidiary; and Ninth, upon satisfaction in full of all Obligations, to Borrower or as otherwise required by law. Notwithstanding the foregoing, after the occurrence and during the continuance of a Default or an Event of Default, payments with respect to items Fourth, and Fifth in the immediately preceding sentence shall be applied to such items based upon the ratio of the Obligations under each of such items to the aggregate Obligations under all of such items. If any Lender shall obtain any payment (whether involuntary or otherwise) on account of the Loans made by it in excess of its ratable share of the Loans then outstanding and such Lender’s share of any expenses, fees and other items due and owing payable to it hereunder, such Lender shall forthwith purchase a participation in the Loans from the other amounts (including fees Lenders as shall be necessary to cause such purchasing Lender to share the excess payment ratably based on the applicable Commitment Ratios with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and expenses) constituting part of such Lender shall repay to the Secured Obligations other than Non-Credit Party Obligations (purchasing Lender the amounts so applied to be distributed ratably among the Lenders (and purchase price to the extent applicable of such recovery. Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTHSection 2.9 may, to the fullest extent permitted by law, exercise all its rights of payment with respect to such participation as fully as if such Lender were the direct creditor of all accrued interest constituting part Borrower in the amount of such participation so long as the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directare not increased.

Appears in 1 contract

Sources: Revolving Credit Agreement (Horton D R Inc /De/)

Application of Payments. Prior All amounts paid to an Event or received by Agent in respect of Defaultmonetary Obligations, all payments made hereunder from whatever source (whether from any Borrower or any other Loan Party Obligor pursuant to such other Loan Party Obligor’s guaranty of the Obligations, any realization upon any Collateral or otherwise) shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this AgreementObligations in such order as Agent may elect, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent absent such election shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: as follows: (i) FIRST, to the payment of reimburse Agent for all out-of-pocket costs and expenses expenses, and all indemnified losses, incurred by the Administrative Agent (which are reimbursable to Agent in its capacity as such hereunder or under any other Credit Document) in connection accordance with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; Loan Documents; (ii) SECOND, to the payment of all any accrued but unpaid interest constituting part of the Secured Obligations other than Non-Credit Party Obligations on any Protective Advances; (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiii) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment outstanding principal of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations Protective Advances; (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiv) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due accrued but unpaid fees owing to Agent and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; Agreement and/or any other Loan Documents; (v) FIFTH, to the payment of all any unpaid accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; Obligations; (vi) SIXTH, to the payment of any then due and owing outstanding principal constituting part of the Non-Credit Party Obligations Loans; and (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providersvii) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due other outstanding Obligations; and owing other amounts (including fees and expenses) constituting part after payment in full in cash of all of the Non-Credit Party outstanding monetary Obligations, any further amounts paid to or received by Agent in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts so applied will be credited to be distributed ratably among the Swap Counterparties Loan Account and the Banking Service ProvidersCollateral balances to which they relate upon Agent’s receipt of an advice from Agent’s Bank (set forth in Section (g) pro rata of ▇▇▇▇▇ ▇) that such items have been credited to Agent’s account at Agent’s Bank (or upon Agent’s deposit thereof at Agent’s Bank in accordance with such amounts owed the case of payments received by Agent in kind), in each case subject to them final payment and collection. However, for purposes of computing interest on the date Obligations, such items shall be deemed applied by Agent three (3) Business Days after Agent’s receipt of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court advice of competent jurisdiction may otherwise directdeposit thereof at Agent’s Bank.

Appears in 1 contract

Sources: Loan and Security Agreement (Kaspien Holdings Inc.)

Application of Payments. Prior All amounts paid to an Event or received by Agent in respect of Defaultmonetary Obligations, all payments made hereunder from whatever source (whether from any Borrower or any other Loan Party Obligor pursuant to such other Loan Party Obligor's guaranty of the Obligations, any realization upon any Collateral or otherwise) shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this AgreementObligations in such order as Agent may elect, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent absent such election shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: as follows: (i) FIRST, to the payment of reimburse Agent for all out-of-pocket costs and expenses expenses, and all indemnified losses, incurred by the Administrative Agent (which are reimbursable to Agent in its capacity as such hereunder or under any other Credit Document) in connection accordance with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; Loan Documents; (ii) SECOND, to the payment of all any accrued but unpaid interest constituting part of the Secured Obligations other than Non-Credit Party Obligations on any Protective Advances; (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiii) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment outstanding principal of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations Protective Advances; (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiv) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due accrued but unpaid fees owing to Agent and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the LendersAgreement and/or any other Loan Documents; ​ (v) FIFTH, to the payment of all any unpaid accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; Obligations; (vi) SIXTH, to the payment of any then due and owing outstanding principal constituting part of the Non-Credit Party Obligations Loans; and (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providersvii) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due other outstanding Obligations; and owing other amounts (including fees and expenses) constituting part after payment in full in cash of all of the Non-Credit Party outstanding monetary Obligations, any further amounts paid to or received by Agent in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts so applied will be credited to be distributed ratably among the Swap Counterparties Loan Account and the Banking Service ProvidersCollateral balances to which they relate upon Agent's receipt of an advice from Agent's Bank (set forth in Section 5 of Annex I) pro rata that such items have been credited to Agent's account at Agent's Bank (or upon Agent's deposit thereof at Agent's Bank in accordance with such amounts owed the case of payments received by Agent in kind), in each case subject to them final payment and collection. However, for purposes of computing interest on the date Obligations, such items shall be deemed applied by Agent three (3) Business Days after Agent 's receipt of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court advice of competent jurisdiction may otherwise directdeposit thereof at Agent's Bank.

Appears in 1 contract

Sources: Loan and Security Agreement (Aytu Biopharma, Inc)

Application of Payments. Prior All amounts paid to an Event or received by Agent in respect of Defaultmonetary Obligations, all payments made hereunder from whatever source (whether from any Borrower or any other Loan Party Obligor pursuant to such other Loan Party Obligor's guaranty of the Obligations, any realization upon any Collateral or otherwise) shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this AgreementObligations in such order as Agent may elect, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent absent such election shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: as follows: (i) FIRST, to the payment of reimburse Agent for all out-of-pocket costs and expenses expenses, and all indemnified losses, incurred by the Administrative Agent (which are reimbursable to Agent in its capacity as such hereunder or under any other Credit Document) in connection accordance with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; Loan Documents; (ii) SECOND, to the payment of all any accrued but unpaid interest constituting part of the Secured Obligations other than Non-Credit Party Obligations on any Protective Advances; (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiii) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment outstanding principal of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations Protective Advances; (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiv) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due accrued but unpaid fees owing to Agent and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; Agreement and/or any other Loan Documents; (v) FIFTH, to the payment of all any unpaid accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; Obligations; (vi) SIXTH, to the payment of any then due and owing outstanding principal constituting part of the Non-Credit Party Obligations Loans; and (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providersvii) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due other outstanding Obligations; and owing other amounts (including fees and expenses) constituting part after payment in full in cash of all of the Non-Credit Party outstanding monetary Obligations, any further amounts paid to or received by Agent in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts so applied will be credited to be distributed ratably among the Swap Counterparties Loan Account and the Banking Service ProvidersCollateral balances to which they relate upon Agent's receipt of an advice from Agent's Bank (set forth in Section 4 of Annex I) pro rata that such items have been credited to Agent's account at Agent's Bank (or upon Agent's deposit thereof at Agent's Bank in accordance with such amounts owed the case of payments received by Agent in kind), in each case subject to them final payment and collection. However, for purposes of computing interest on the date Obligations, such items shall be deemed applied by Agent three (3) Business Days after Agent 's receipt of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court advice of competent jurisdiction may otherwise directdeposit thereof at Agent's Bank.

Appears in 1 contract

Sources: Loan and Security Agreement (Aytu Biopharma, Inc)

Application of Payments. Prior to Absent an Event of Default, all Lender shall apply payments made hereunder shall be applied by first to accrued unpaid interest, then to any late charges or fees due to Lender in accordance herewith, then to principal, then to any other amounts due to Lender hereunder. Upon the Administrative Agent as directed by occurrence and during the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence continuance of an Event of Default, all payments and collections amounts collected or received by Lender on account of the Administrative Agent Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRSTpaid over or delivered as follows: (i) first, to the payment of all documented out-of-pocket costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Documentincluding without limitation attorneys’ fees) of Lender in connection with this Agreement or any of the Secured Obligationsother Credit Document, including all court costs the enforcement of Lender’s rights under this Agreement and the fees and expenses other Credit Documents; (ii) second, to the payment of its agents and legal counsel, the repayment of all any protective advances made by Lender with respect to the Administrative Agent as secured party hereunder Collateral under or under any other pursuant to the terms of the Credit Document on behalf Documents or otherwise with respect to the Obligations owing to Lender; (iii) third, to payment of any Credit Party accrued and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECONDunpaid fees owed to Lender; (iv) fourth, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (consisting of accrued and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them unpaid interest on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations Loan; (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersv) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTHfifth, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts consisting of the Non-outstanding principal amount of the Loan; (vi) sixth, to all other Obligations which have become due and payable under the Credit Party Obligations owed Documents or otherwise and not repaid pursuant to them on the date of any such distributionclauses “first” through “fifth” above; SIXTHand (vii) seventh, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTHsurplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the payment foregoing of any then due and owing other this clause (c), amounts (including fees and expenses) constituting part of received shall be applied in the Non-Credit Party Obligations (the amounts so applied numerical order provided until exhausted prior to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, application to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directnext succeeding category.

Appears in 1 contract

Sources: Credit Agreement (Esports Technologies, Inc.)

Application of Payments. Prior Subsequent to an Event the acceleration of Defaultthe Obligations under Section 6.01 hereof, all payments and prepayments with respect to the Obligations made hereunder to any Agent, the Lenders, the Issuing Bank, the Swing Line Bank or otherwise received by any Agent, any Lender, the Issuing Bank or the Swing Line Bank (from realization on Collateral or otherwise, but excluding any funds held in the L/C Cash Collateral Account which shall be applied by to, or held to pay, the Administrative Agent Letter of Credit Amount as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to set forth in Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent 6.02) shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise distributed in the following orderorder of priority: FIRST, to the payment of all reasonable costs and expenses (including reasonable attorneys' fees and expenses), if any, incurred by any Agent, any Lender, the Administrative Agent (Issuing Bank or the Swing Line Bank in its capacity as the collection of such hereunder or amounts under any other Credit Document) in connection with this Agreement or any of the Secured ObligationsLoan Documents, including all court including, without limitation, any costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise sale or disposition of any right or remedy hereunder or under any other Credit DocumentCollateral; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (then due and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them payable on the date of any such distribution)Swing Line Advances; THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the LendersSwing Line Advances then outstanding; FOURTH, to the payment of any fees then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and payable to the extent applicable Agents under this Agreement or any other Loan Document; FIFTH, to Hedging Arrangements, the Swap Counterparties any fees then due and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders and the Issuing Banks under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of Agreement or any such distributionother Loan Document; SIXTH, to the payment of any interest then due and owing principal constituting part of payable on the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties Revolving Loans and the Banking Service Providers) Term Loan, on a pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distributionbasis; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part principal of the Non-Credit Party Obligations (Revolving Loans, principal of the amounts so applied to be distributed ratably among Term Loan, and any obligation under any Hedge Agreement and any Foreign Exchange Contract between any Loan Party, on the Swap Counterparties one hand, and any Hedge Bank or Foreign Exchange Bank, respectively, on the Banking Service Providers) other hand, all on a pro rata in accordance with such amounts owed to them on the date of any such distributionbasis; and EIGHTH, to the extent of any Letter of Credit PartiesObligations then outstanding, their successors or assignsto the L/C Cash Collateral Account; and NINTH, or as a court of competent jurisdiction may to any other Obligations not otherwise directreferred to in this Section."

Appears in 1 contract

Sources: Ninth Amendment (Fresh Del Monte Produce Inc)

Application of Payments. Prior All amounts paid to an Event or received by Agent in respect of Defaultmonetary Obligations, all payments made hereunder from whatever source (whether from any Borrower or any other Loan Party Obligor pursuant to such other Loan Party Obligor's guaranty of the Obligations, any realization upon any Collateral or otherwise) shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this AgreementObligations in such order as Agent may elect, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent absent such election shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: as follows: (i) FIRST, to the payment of reimburse Agent for all out-of-pocket costs and expenses expenses, and all indemnified losses, incurred by the Administrative Agent (which are reimbursable to Agent in its capacity as such hereunder or under any other Credit Document) in connection accordance with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; Loan Documents; (ii) SECOND, to the payment of all any accrued but unpaid interest constituting part of the Secured Obligations other than Non-Credit Party Obligations on any Protective Advances; (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiii) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment outstanding principal of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations Protective Advances; (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiv) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due accrued but unpaid fees owing to Agent and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; Agreement and/or any other Loan Documents; (v) FIFTH, to the payment of all any unpaid accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; Obligations; (vi) SIXTH, to the payment of any then due and owing outstanding principal constituting part of the Non-Credit Party Obligations Loans; and (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providersvii) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due other outstanding Obligations; and owing other amounts (including fees and expenses) constituting part after payment in full in cash of all of the Non-Credit Party outstanding monetary Obligations, any further amounts paid to or received by Agent in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts so applied will be credited to be distributed ratably among the Swap Counterparties Loan Account and the Banking Service ProvidersCollateral balances to which they relate upon Agent's receipt of an advice from Agent's Bank (set forth in Section 5 of Annex I) pro rata that such items have been credited to Agent's account at Agent's Bank (or upon Agent's deposit thereof at Agent's Bank in accordance with such amounts owed the case of payments received by Agent in kind), in each case subject to them final payment and collection. However, for purposes of computing interest on the date Obligations, such items shall be deemed applied by Agent three (3) Business Days after Agent 's receipt of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court advice of competent jurisdiction may otherwise directdeposit thereof at Agent's Bank.

Appears in 1 contract

Sources: Loan and Security Agreement (LIVE VENTURES Inc)

Application of Payments. Prior All payments by Prologis hereunder shall be applied to an such Obligations as Prologis shall specify; provided that, during the existence of any Event of Default, all payments made by or on behalf of Prologis hereunder shall be applied by as follows: (a) First, to the payment of that portion of the Obligations constituting unpaid fees, indemnities, costs, expenses and other amounts (other than principal or interest) payable to Administrative Agent in its capacity as directed by the Borrowersuch or any Related Party thereof, but subject ratably among them in proportion to the terms of respective amounts payable pursuant to this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRSTclause (a); (b) Second, to the payment of all costs and expenses incurred amounts paid by the Lenders to Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any Related Party thereof pursuant to Section 11.4.3 (to the extent Lenders have not previously been reimbursed therefor), ratably among them in proportion to the respective amounts payable pursuant to this clause (b); (c) Third, to the payment of that portion of the Secured ObligationsObligations constituting unpaid fees, including all court costs indemnities, costs, expenses and other amounts (other than principal or interest) payable to any Person pursuant to Section 11.4.1, ratably among them in proportion to the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECONDrespective amounts payable pursuant to this clause (c); (d) Fourth, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations amounts paid by Lenders to any Person pursuant to Section 11.4.3 (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging ArrangementsLenders have not previously been reimbursed therefor), the Swap Counterparties and ratably among them in proportion to the extent applicable respective amounts payable pursuant to Banking Services Obligations, the Banking Service Providersthis clause (d); (e) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDFifth, to the payment of any then due and owing principal constituting part that portion of the Secured Obligations other than Non-Credit Party Obligations (constituting accrued and unpaid interest on the amounts so applied to be distributed Loans, ratably among the Lenders (and in proportion to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal respective amounts of the Secured Obligations owed payable to them on the date of any such distributionpursuant to this clause (e), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH; (f) Sixth, to the payment of any then due and owing other amounts (including fees and expenses) constituting part the unpaid principal of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed Loans, ratably among the Lenders (and in proportion to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such respective amounts payable pursuant to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTHclause (f); (g) Seventh, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed remaining unpaid Obligations, ratably among the Swap Counterparties and Credit Parties in proportion to the Banking Service Providersrespective amounts payable pursuant to this clause (g); and (h) pro rata Last, the balance, if any, after payment in accordance with the amounts full of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTHall Obligations, to such the Person that made such payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directrequired by Law.

Appears in 1 contract

Sources: Senior Term Loan Agreement (Prologis, L.P.)

Application of Payments. Prior Subject to an Event of Defaultthe proviso to this Section 6.2, all payments made hereunder amounts paid to or received by Agent in respect of monetary Obligations, from whatever source (whether from any Borrower or any other Loan Party pursuant to such other Loan Party’s guaranty of the Obligations, any realization upon any Collateral or otherwise) shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this AgreementObligations in such order as Agent may elect, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent absent such election shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: as follows: (i) FIRST, to the payment of reimburse Agent for all out-of-pocket costs and expenses expenses, and all indemnified losses, incurred by the Administrative Agent (which are reimbursable to Agent in its capacity as such hereunder or under any other Credit Document) in connection accordance with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; Loan Documents; (ii) SECOND, to any accrued but unpaid interest on any Protective Advances; (iii) THIRD, to the payment outstanding principal of all any Protective Advances; (iv) FOURTH, to any accrued but unpaid fees owing to Agent and Lenders under this Agreement and/or any other Loan Documents; (v) FIFTH, to any unpaid accrued interest constituting part on the Obligations; (vi) SIXTH, to the outstanding principal of the Secured Obligations other than Non-Credit Party Obligations Swingline Loans; (the amounts so applied to be distributed ratably among the Lenders (and vii) SEVENTH, to the extent applicable to Hedging Arrangementsoutstanding principal of the Revolving Loans; (viii) EIGHTH, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts outstanding principal of the Secured Obligations owed M&E Term Loans; (ix) NINTH, to them on the date outstanding principal of any such distribution)the Term Loan B; THIRDand (x) TENTH, to the payment of any then due other outstanding Obligations; and owing principal constituting part after Payment in Full, any further amounts paid to or received by Agent in respect of the Secured Obligations other than Non-Credit Party Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrowers or such other Person(s) as may be legally entitled thereto; provided, however, that (x) the amounts so applied to be distributed ratably among the Lenders (and proceeds of any Prepayment Event with respect to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata Surplus Assets shall be applied in accordance with Section 2.6(a)(1) and (y) after the principal amounts occurrence of any Event of Default and the acceleration of the Secured Obligations owed to them Obligations, all proceeds realized on the date account of any such distribution)Collateral consisting of the Basic Energy Assets shall, in each case, be applied first, in an amount equal to the Term B Loan Lender’s (in its capacity as such) Pro Rata Share of all outstanding out-of-pocket costs and expenses, and when applied all indemnified losses, incurred by Agent which are reimbursable to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed this Agreement or any of the other Loan Documents, second, as provided in clause FIFTH above (limited to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts interest payable to the Lenders under this Credit AgreementTerm Loan B Lenders), pro rata third, as provided in clause NINTH above, with the balance, if any, applied in the order set forth above in clauses FIRST through TENTH above. For purposes of determining the Borrowing Base, such amounts will be credited to the Lenders; FIFTHLoan Account and reduce gross Accounts in the Borrowing Base Calculation upon Agent’s receipt of an advice from Agent’s Bank (set forth in Section 5 of Annex I) that such items have been credited to Agent’s account at Agent’s Bank (or upon Agent’s deposit thereof at Agent’s Bank in the case of payments received by Agent in kind), in each case subject to the final payment and collection. However, for purposes of all accrued computing interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date Obligations, such items shall be deemed applied by Agent three Business Days after Agent’s receipt of any such distribution; SIXTH, to the payment advice of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directdeposit thereof at Agent’s Bank.

Appears in 1 contract

Sources: Loan and Security Agreement (Ranger Energy Services, Inc.)

Application of Payments. Prior to an Event (a) Except as expressly provided in this Agreement (including, without limitation, Section 2.15(c)), from and after the date of Defaultthe occurrence of any Sharing Event, all payments made hereunder shall be applied amounts thereafter received or recovered under this Agreement or any other Loan Document whether as a result of a payment by the Borrower or Parent, the exercise of remedies by the Administrative Agent as directed by under any of the BorrowerLoan Documents, but subject to the terms liquidation of this AgreementCollateral or otherwise, including the application of prepayments shall be applied according to Section 2.5 2.01 of the Intercreditor Agreement, except that, with respect to Obligations under the Loan Documents, the principal amount of Loans and Section 2.12. During L/C Borrowings shall be repaid first before Cash Collateralizing L/C Obligations. (b) After the existence occurrence and during the continuance of an Event of DefaultDefault but prior to the occurrence of a Sharing Event, all payments under the Loan Documents including, without limitation, payments under the Parent Guarantee and collections received by payments from the Administrative Agent proceeds of Collateral shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRSTorder (subject to Section 2.15): (i) First, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligationspayment, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts thereof, of all Obligations consisting of out of pocket costs, reasonable expenses, reasonable fees, indemnities and other amounts payable to the Secured Obligations owed to them on Administrative Agent in its capacity as such in accordance with this Agreement or any other Loan Document or incurred in connection with the date administration, enforcement, preservation or exercise of any such distributionrights or remedies under this Agreement and the other Loan Documents (including, without limitation, the reasonable fees and disbursements of its counsel and agents); THIRD; (ii) Second, without duplication of amounts applied pursuant to paragraph First above, to the payment in full in cash of any then due interest and fees constituting Obligations owing principal constituting part of the Secured Obligations to Lenders (other than Non-Credit Party Obligations in their capacities as Swap Banks); (the amounts so applied to be distributed ratably among the Lenders (and iii) Third, to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata payment in accordance with the principal amounts full in cash of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata Obligations owing to the Lenders; FOURTH, other than in their capacities as Swap Banks (including, without limitation, principal of Loans, L/C Borrowings, and thereafter obligations to Cash Collateralize Letters of Credit); (iv) Fourth, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangementsin full in cash, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts thereof, of all other Obligations; and (v) Fifth, the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, balance to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to Borrower or whosoever shall be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directlawfully entitled thereto.

Appears in 1 contract

Sources: Credit Agreement (International Assets Holding Corp)

Application of Payments. Prior In the event that the Obligations have been accelerated pursuant to an Event of DefaultSection 8.2(a)(i) or Section 8.2(b)(i), all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent Lenders upon the Obligations and all net proceeds from the enforcement of the Obligations shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following orderapplied: FIRST, to the payment of all reasonable costs and out-of-pocket expenses incurred by (including reasonable attorneys’ fees) of the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) and the Lenders in connection with this Agreement enforcing the rights of the Lenders under the Loan Documents, pro rata as set forth below; SECOND, to payment of any fees owed to the Agent, or any of the Secured ObligationsLender, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent pro rata as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Documentset forth below; SECONDTHIRD, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied payable to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowingshereunder, pro rata to the Lendersas set forth below; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part the outstanding principal amount of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (Loans and to the extent applicable to Hedging Arrangements, payment or Cash Collateralization of the Swap Counterparties and to the extent applicable to Banking Services outstanding LC Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution)rata, and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lendersas set forth below; FIFTH, to all other Obligations which shall have become due and payable under the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied Loan Documents and not repaid pursuant to be distributed ratably among the Swap Counterparties clauses “FIRST” through “FOURTH” above; and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTHsurplus, if any, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied whomever may be lawfully entitled to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with receive such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assignssurplus, or as a court of competent jurisdiction may otherwise direct. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) subject to Section 2.24(a)(ii), each of the Lenders shall receive an amount equal to its Pro Rata Share of amounts available to be applied; and (iii) to the extent that any amounts available for distribution pursuant to clause “FOURTH” above are attributable to the issued but undrawn amount of outstanding Facility LCs, such amounts shall be held by the Agent in the Cash Collateral Account and applied (A) first, to reimburse the applicable LC Issuer from time to time for any drawings under such Facility LCs and (B) then, following the expiration of all Facility LCs, to all other obligations of the types described in clauses “FOURTH”, “FIFTH” and “SIXTH” above in the manner provided in this Section 8.2(d).

Appears in 1 contract

Sources: Revolving Credit Agreement (Enable Midstream Partners, LP)

Application of Payments. Prior All amounts paid to or received by Lender in respect of the monetary Obligations, from whatever source (whether from any Borrower or any other Loan Party pursuant to such other Loan Party’s guaranty of the Obligations, any realization upon any Collateral, or otherwise) shall, unless otherwise directed by Borrowing Agent with respect to any particular payment (unless an Event of DefaultDefault shall then be continuing, all payments made hereunder in which event Lender may disregard Borrowing Agent’s direction), be applied by Lender to the Obligations in such order as Lender may elect, and absent such election shall be applied as follows: (a) FIRST, to reimburse Lender for all out-of-pocket costs and expenses, and all indemnified losses, incurred by the Administrative Agent as directed by the Borrower, but subject Lender which are reimbursable to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations Lender in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or and/or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; Loan Documents, (b) SECOND, to the payment of all any accrued but unpaid interest constituting part of the Secured Obligations other than Non-Credit Party Obligations on any Protective Advances, (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersc) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment outstanding principal of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations Protective Advances, (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersd) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and accrued but unpaid fees owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders Lender under this Credit Agreement, pro rata to the Lenders; Agreement and/or any other Loan Documents, (e) FIFTH, to the payment of all any unpaid accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; Obligations, (f) SIXTH, to the payment of any then due and owing outstanding principal constituting part of the Non-Obligations, and, to the extent required by this Agreement, to cash collateralize the Letter of Credit Party Obligations Balance, and (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providersg) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due other outstanding Obligations; and owing other amounts (including fees and expenses) constituting part after payment in full in cash of all of the Non-Credit Party outstanding monetary Obligations, any further amounts paid to or received by Lender in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts so applied will be credited to be distributed ratably among the Swap Counterparties Loan Account and the Banking Service ProvidersCollateral balances to which they relate upon Lender’s receipt of an advice from Lender’s Bank (set forth in Section 5 of Schedule A) pro rata that such items have been credited to Lender’s account at Lender’s Bank (or upon Lender’s deposit thereof at Lender’s Bank in accordance with such amounts owed the case of payments received by Lender in kind), in each case subject to them final payment and collection. However, for purposes of computing interest on the date Obligations, such items shall be deemed applied by Lender two (2) Business Day after Lender’s receipt of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court advice of competent jurisdiction may otherwise directdeposit thereof at Lender’s Bank.

Appears in 1 contract

Sources: Loan and Security Agreement (FreightCar America, Inc.)

Application of Payments. Prior to an Event of Default, all payments made hereunder shall be applied If the Obligations have become due and payable in full or if at any time insufficient funds are received by the Administrative Agent as directed by the Borrower, but subject and available to the terms of Agent to fully pay all fees, costs, expenses, principal, interest and other amounts due to Agent and the Lenders under this AgreementAgreement and the other Loan Documents, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections such funds received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following orderapplied: FIRST(a) first, to the payment of all costs fees, costs, disbursements, indemnities and other expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Documentincluding Attorney Costs of Agent’s counsel) in connection with this Agreement or any of the Secured Obligationsowing to Agent, including all court costs and the fees and expenses of its agents and legal counselwithout limitation, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses if applicable, amounts incurred in connection with realizing on Collateral or otherwise enforcing the exercise of any right or remedy hereunder or under any other Credit DocumentLoan Documents; SECOND(b) second, to the payment of all accrued interest constituting part of the Secured Obligations fees, costs, disbursements, indemnities, and other than Non-Credit Party Obligations (the amounts so applied expenses owing to be distributed ratably among the Lenders (other than LC Fees, Revolving Loan Fees and Flooring Loan Fees), including without limitation, if applicable, amounts incurred in realizing on Collateral or otherwise enforcing the Loan Documents and amounts owing pursuant to the extent applicable to Hedging Arrangements, the Swap Counterparties Article 6 and to the extent applicable to Banking Services Obligations, the Banking Service ProvidersSection 16.1; (c) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDthird, to the payment of any then due LC Fees, Revolving Loan Fees, and owing principal constituting part Flooring Loan Fees; (d) fourth to the payment of accrued interest on all of the Secured Obligations Loans and other than Non-Credit Party Obligations Obligations, (the amounts so applied to be distributed ratably among the Lenders (and e) fifth to the extent applicable payment to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date Swing Line Lender of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to Flooring Swing Line Loans in excess of the LendersFlooring Swing Line Commitment; FOURTH(f) sixth, to the payment of any then due and the remaining principal owing other amounts (including fees and expenses) constituting part to all of the Secured Obligations other than Non-Credit Party Obligations (Lenders on all of the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging ArrangementsLoans, the Swap Counterparties and to the extent applicable to Banking Services LC Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution)and other Obligations, and when applied to make distributions by the Administrative Agent to pay such amounts payable allocated to the Lenders under this Credit Agreementbased upon their Pro Rata Shares; and, pro rata to the Lenders; FIFTH(g) seventh, to fully cash collateralize the payment of all accrued interest constituting part of the Non-Credit Party LC Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directoutstanding Payment Commitments.

Appears in 1 contract

Sources: Loan Agreement (Lithia Motors Inc)

Application of Payments. Prior The Lenders hereby agree that all voluntary prepayments of the Obligations and payments upon maturity of any Notes (provided that such maturity was not accelerated due to an Event of Default, all payments made hereunder Default or otherwise) received from the Company or any Credit Party under the Notes shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: order of priority (the “Application of Payments Provision”): FIRST, to the payment of all costs and expenses incurred by of the Administrative Collateral Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right remedies and enforcing or remedy hereunder or under any other Credit Documentcollecting the Obligations; SECOND, to the payment of all accrued interest constituting part costs and expenses of the Secured Obligations other than Non-Credit Party Obligations (Lenders in connection with their exercise of remedies and enforcing or collecting the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata ratably in accordance with the amounts respect of the Secured Obligations owed to them on the date principal amount of any Notes then held by each such distribution)Lender; THIRD, to the payment of any then accrued but unpaid interest that is due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and in cash with respect to the extent applicable to Hedging ArrangementsNotes which are not Bridge Loan Notes (for clarity, the Swap Counterparties and excluding interest which has been added to the extent applicable to Banking Services Obligationsprincipal amount thereof, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distributiontheir terms), and when applied to make distributions by the Administrative Agent to pay ratably in respect of the principal amount of the outstanding Borrowings, pro rata to such Notes then held by the Lenders; and FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part the principal amount with respect to all of the Secured Obligations other than Non-Credit Party Obligations (Notes, ratably in respect of the amounts so applied to be distributed ratably among principal amount of such Notes then held by the Lenders (and to the extent applicable to Hedging ArrangementsLenders; provided that, if a default or Event of Default is not then continuing, the Swap Counterparties and Borrowers may elect to apply such portion of such payment toward the extent applicable to Banking Services Obligations, principal amount of either the Banking Service Providers) pro rata Initial Notes and/or the Bridge Loan Notes in accordance with such their respective terms. Notwithstanding the foregoing, amounts owed to them on applied toward the date Obligations from Proceeds of any such distribution), and when Collateral shall be applied as set forth in the applicable Security Agreement. The Borrowers agree to make distributions by payments under the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata Notes in accordance with the amounts foregoing Application of Payments Provision. To the Non-Credit Party Obligations owed to them on extent any Lender receives any payment under the date Notes which does not comply with the foregoing Application of any Payments Provision, such distribution; SIXTHLender shall segregate and hold such payment in trust for the benefit of, and immediately paid over to, the other Lenders, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so be applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts Application of Proceeds Provision, in the Non-Credit Party Obligations owed to them on same form as received, with any necessary endorsements. Each Lender hereby authorizes the date of any foregoing payment provisions, and such distribution; SEVENTH, to the payment of any then due authorization is irrevocable and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance coupled with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directan interest.

Appears in 1 contract

Sources: Securities Purchase Agreement (4Front Ventures Corp.)

Application of Payments. Prior All payments by any Loan Party hereunder shall be applied to an such Obligations as such Loan Party shall specify; provided that, subject to Section 6.15.1(b), during the existence of any Event of Default, all payments made by or on behalf of any Loan Party hereunder shall be applied by the Administrative Agent as directed by the Borrowerfollows, but subject in each case to the terms of this Agreementextent that the applicable payor has liability therefor: (a) First, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured payment of that portion of the Obligations constituting unpaid fees, indemnities, costs, expenses and other amounts (other than principal or interest) payable to any Agent Indemnitee in accordance with Section 2.12 and otherwise its capacity as such, ratably among them in proportion to the following order: FIRSTrespective amounts payable pursuant to this clause (a); (b) Second, to the payment of all costs and expenses incurred amounts paid by Funding Agents to any Agent Indemnitee pursuant to Section 14.4.4 (to the Administrative Agent extent Funding Agents have not previously been reimbursed therefor), ratably among them in proportion to the respective amounts payable pursuant to this clause (in its capacity as such hereunder or under any other Credit Documentb); (c) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECONDThird, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations amounts paid by Lenders to any Agent Indemnitee pursuant to Section 14.4.3 (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging ArrangementsLenders have not previously been reimbursed therefor), the Swap Counterparties and ratably among them in proportion to the extent applicable respective amounts payable pursuant to Banking Services Obligations, the Banking Service Providersthis clause (c); (d) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDFourth, to the payment of any then due and owing principal constituting part that portion of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (constituting unpaid fees, indemnities, costs, expenses and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied principal or interest) payable to be distributed any Person pursuant to Section 14.4.1, ratably among the Lenders (and them in proportion to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such respective amounts payable pursuant to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTHclause (d); (e) Fifth, to the payment of all accrued interest constituting part of amounts paid by Lenders to any Person pursuant to Section 14.4.3 (to the Non-Credit Party Obligations (the amounts so applied to be distributed extent Lenders have not previously been reimbursed therefor), ratably among them in proportion to the Swap Counterparties and the Banking Service Providersrespective amounts payable pursuant to this clause (e); (f) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTHSixth, to the payment of any then due and owing principal constituting part that portion of the Non-Obligations constituting accrued and unpaid Letter of Credit Party Obligations (Fees, facility fees and interest on the amounts so applied to be distributed Loans, L/C Borrowings and other Obligations, ratably among the Swap Counterparties Lenders in proportion to the respective amounts payable to them pursuant to this clause (f); (g) Seventh, to (i) the payment of the unpaid principal of the Loans and L/C Borrowings and (ii) the Banking Service Providers) pro rata applicable Funding Agents to Cash Collateralize undrawn Letters of Credit, ratably among them in accordance with proportion to the principal respective amounts of the Non-Credit Party Obligations owed to them on the date such principal and undrawn Letters of any such distribution; SEVENTHCredit; (h) Eighth, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed all remaining unpaid Obligations, ratably among the Swap Counterparties and Lenders in proportion to the Banking Service Providersrespective amounts payable pursuant to this clause (h); and (i) pro rata Last, the balance, if any, after payment in accordance full of all Obligations of the applicable payor, to such payor or as otherwise required by Law. Any amount used to Cash Collateralize undrawn Letters of Credit pursuant to clause (g) above shall be applied by the applicable Funding Agent to satisfy drawings under the applicable Letters of Credit as such drawings occur. If any amount remains on deposit with such amounts owed any Funding Agent as Cash Collateral after all applicable Letters of Credit have either been fully drawn or expired, the remaining amount shall be applied to them on the date other Obligations of the applicable payor, if any, in the order set forth above. Notwithstanding the above, if General Partner or Prologis makes any payments, or there are recoveries from General Partner or Prologis, during the existence of any Event of Default, then, if so elected by the Required Lenders, such distribution; and EIGHTH, payments or recoveries shall be applied to the Credit Parties, their successors or assigns, or Obligations under the Tranches as a court of competent jurisdiction may otherwise directdirected by the Required Lenders; provided that such application shall not affect the agreements set forth in Section 6.9.

Appears in 1 contract

Sources: Global Senior Credit Agreement (Prologis, L.P.)

Application of Payments. Prior to an Event of Default, all All payments made received by the Agent hereunder shall be applied by the Administrative Agent as directed by to payment of the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Guaranteed Obligations in accordance with Section 2.12 and otherwise in the following order: order unless a court of competent jurisdiction shall otherwise direct: (a) FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise collection and enforcement of the Guaranteed Obligations or of any right or remedy hereunder or under security interest granted to the Agent in connection with any other Credit Document; collateral securing the Guaranteed Obligations; (b) SECOND, to the payment of all that portion of the Guaranteed Obligations constituting accrued and unpaid interest constituting part and fees in respect of the Loan Documents, pro rata among the Lenders, the Issuing Bank and their Affiliates in accordance with the amount of such accrued and unpaid interest and fees owing to them; (c) THIRD, to payment of the principal of the Guaranteed Obligations and net early termination payments and that portion of the Guaranteed Obligations in respect of the Lender Swap Agreements then due and unpaid from the Credit Parties to any of the Secured Parties or their Affiliates, pro rata among the Secured Parties and their Affiliates in accordance with the amount of such principal and such net early termination payments and such portion of the Guaranteed Obligations in respect of the Lender Swap Agreements then due and unpaid owing to them; and (d) FOURTH, to payment of any Guaranteed Obligations (other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersthose listed above) pro rata among those parties to whom such Guaranteed Obligations are due in accordance with the amounts of owing to them. (e) Notwithstanding the Secured Obligations owed to them on the date of foregoing, amounts received from any such distribution); THIRD, Subsidiary Guarantor that is not a Qualified ECP Guarantor shall not be applied to the payment Guaranteed Obligations that are Excluded Swap Obligations of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directSubsidiary Guarantor.

Appears in 1 contract

Sources: Credit Agreement (Matrix Service Co)

Application of Payments. (a) Prior to an Event the exercise of Defaultremedies pursuant to Section 8.2, including acceleration of the Obligations, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections amounts received by the Administrative Agent from the Borrower (other than payments specifically earmarked for application to certain principal, interest, fees or expenses hereunder (which shall be applied to as earmarked) shall be distributed by the Secured Obligations in accordance with Section 2.12 and otherwise Administrative Agent in the following orderorder of priority: FIRST, to the payment of all costs and out-of-pocket expenses incurred by (including, without limitation, reasonable attorneys’ fees) of the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any respect to enforcing the rights of the Secured ObligationsLenders under the Loan Documents, including all court costs and in each case to the fees and expenses of its agents and legal counsel, the repayment of all advances made extent required to be reimbursed by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit DocumentBorrower pursuant to Section 10.2; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and any fees owed to the extent applicable to Hedging Arrangements, Administrative Agent under the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution)Loan Documents; THIRD, to the payment of any then due all accrued fees and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied interest payable to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lendersunder this Agreement; FOURTH, to the payment of any principal then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them payable on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the LendersLoans; FIFTH, to the payment of all accrued interest constituting part other Obligations not otherwise referred to in this Section 2.12(a) then due and payable; and SIXTH, upon satisfaction in full of all Obligations, to the applicable Credit Party or such other Person who may be lawfully entitled thereto. (b) Notwithstanding anything in this Agreement or any other Loan Documents which may be construed to the contrary, subsequent to the exercise of remedies pursuant to Section 8.2, including acceleration of the NonObligations, payments and prepayments with respect to the Obligations made to the Administrative Agent for the benefit of the Lenders, the Lender Group, or any of them, or otherwise received by any member of the Lender Group shall be distributed in the following order of priority (subject to Section 2.11): FIRST, to the payment of out-Credit Party Obligations of-pocket expenses (including without limitation indemnification and reasonable attorneys’ fees) of the amounts so applied Administrative Agent with respect to enforcing the rights of the Lenders under the Loan Documents, in each case to the extent required to be distributed ratably among reimbursed by the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed Borrower pursuant to them on the date of any such distributionSection 10.2; SIXTHSECOND, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations fees owed to them on the date of any such distributionAdministrative Agent under the Loan Documents; SEVENTHTHIRD, to the payment of any then due and owing other amounts out-of-pocket expenses (including fees without limitation indemnification and expensesreasonable attorneys’ fees) constituting part of the Non-Credit Party Obligations (Lenders with respect to enforcing their rights under the amounts so applied Loan Documents, in each case to the extent required to be distributed ratably among reimbursed by the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed Borrower pursuant to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.Section 10.2;

Appears in 1 contract

Sources: 364 Day Credit Agreement (Vulcan Materials CO)

Application of Payments. Prior Subject to an Event the provisions of SECTION 9.2, (i) prior to the occurrence of a Default, the Agent shall apply all payments made hereunder and prepayments in respect of the Obligations in such order as shall be applied by the Administrative Agent as directed specified by the Borrower, but subject to and (ii) after the terms occurrence of a Default, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last sentence of this AgreementSECTION 12.3, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, apply all payments and collections received by the Administrative Agent shall be applied to the Secured prepayments in respect of any Obligations in accordance with Section 2.12 and otherwise all proceeds of Collateral in the following order: FIRST: (A) first, to the payment pay interest on and then principal of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any portion of the Secured Obligations, including all court costs and Loans which the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document may have advanced on behalf of any Credit Party Lender for which the Agent has not then been reimbursed by such Lender or the Borrower; (B) second, to pay interest on and any other costs or expenses incurred in connection with the exercise then principal of any right advance made under SECTION 10.3 for which the Agent has not then been paid by the Borrower or remedy hereunder reimbursed by the Lenders; (C) third, to pay Obligations in respect of any fees, expense reimbursements or under indemnities then due to the Agent; (D) fourth, to pay Obligations in respect of any other Credit Document; SECONDfees, expenses, reimbursements or indemnities then due to the Lenders and the Issuing Banks; (E) fifth, to pay interest due in respect of Swing Line Loans; (F) sixth, to pay interest due in respect of Revolving Loans and L/C Obligations; (G) seventh, to the ratable payment or prepayment of principal outstanding on the Swing Line Loans; (H) eighth, to the ratable payment or prepayment of principal outstanding on Revolving Loans and Reimbursement Obligations in such order as the Agent may determine in its sole discretion; (I) ninth, to provide required cash collateral, if required pursuant to SECTION 3.10 and (J) tenth, to the ratable payment of all accrued interest constituting part other Obligations. Unless otherwise designated (which designation shall only be applicable prior to the occurrence of a Default) by the Borrower, all principal payments in respect of Revolving Loans shall be applied FIRST, to repay outstanding Floating Rate Loans, and THEN to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in clause (ii) of this SECTION 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging ArrangementsAgent, the Swap Counterparties Swing Line Bank and the Issuing Banks as among themselves. The order of priority set forth in CLAUSES (D) through (J) of this SECTION 12.3 may at any time and from time to time be changed by the extent applicable Required Lenders without necessity of notice to Banking Services Obligationsor consent of or approval by the Borrower, or any other Person; PROVIDED, that the Banking Service Providers) pro rata order of priority of payments in accordance respect of Swing Line Loans may be changed only with the amounts prior written consent of the Secured Obligations owed to them on Swing Line Bank. The order of priority set forth in CLAUSES (A) through (C) of this SECTION 12.3 may be changed only with the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part prior written consent of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directAgent.

Appears in 1 contract

Sources: Credit Agreement (Homeusa Inc)

Application of Payments. Prior to (i) At all times during which an Event of DefaultDefault is not continuing (unless otherwise specified herein), all amounts paid by Borrower to the Agent for the benefit of the Lenders in respect of the Obligations (other than (x) payments made specifically earmarked by Borrower under Section 2.4(c) for application to certain principal, interest, fees or expenses hereunder and (y) regularly scheduled interest payments (whether at the Default Rate or otherwise)), shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following orderorder of priority: FIRST, to the payment of all fees and reasonable documented out-of-pocket costs and expenses incurred by (including reasonable documented out-of-pocket attorneys’ fees) of the Administrative Agent (in its capacity as such then due and payable hereunder or under any other Credit DocumentLoan Documents; SECOND, pro rata, to the payment of reasonable documented out-of-pocket costs and expenses (including reasonable documented out-of-pocket attorneys’ fees) in connection with this Agreement or any of the Secured ObligationsLenders to the extent reimbursable under the Loan Documents; THIRD, including all court costs pro rata to the payment of any other fees then due and payable to the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party Lenders hereunder or under any other Credit Document Loan Documents; FOURTH, pro rata to the payment of all Obligations consisting of accrued unpaid interest then due and payable to the Lenders hereunder; FIFTH, pro rata, to the payment of principal then due and payable on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit DocumentObligations; SECONDSIXTH, pro rata, to the payment of all accrued interest constituting part other Obligations not otherwise referred to in this Section 2.4(e)(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 Obligations other than Non-Credit Party Obligations (the Parties entitled to payment shall receive an amount equal to its pro rata share of amounts so available to be applied pursuant to clauses second, third, fourth, fifth and sixth above. As payments are applied to the Obligations pursuant to Section 2.4(e)(i) or otherwise hereunder, payments shall be distributed ratably among the Lenders (and deemed applied as follows to the extent applicable that an Event of Default is not then continuing: (a) FIRST to Hedging Arrangements, Obligations that (x) do not constitute “purchase money obligations” under Article 9 of the Swap Counterparties Code and were not incurred to fund the acquisition of Equipment and software (constituting “purchase money collateral” under Article 9 of the Code) pursuant to the extent applicable Geokinetics Acquisition and (y) which are not secured by Liens on Equipment and software that constitute “purchase money collateral” (as defined in Article 9 of the Code) that were acquired with the Advances evidenced by such Obligations; and (b) SECOND to Banking Services Obligations that (x) constitute “purchase money obligations” under Article 9 of the Code and were incurred to fund the acquisition of Equipment and software (constituting “purchase money collateral” under Article 9 of the Code) pursuant to the Geokinetics Acquisition and (y) which are secured by Liens on Equipment and software (constituting “purchase money collateral” under Article 9 of the Code) that was acquired with the Advances evidenced by such Obligations; provided, that Agent shall only maintain the Banking Service Providers) pro rata Register in accordance with the amounts Section 2.8(b) and Agent shall have no obligation to determine whether any Obligations constitute “purchase money obligations” under Article 9 of the Secured Code. (ii) Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations owed (from realization on Collateral or otherwise) shall be applied as provided in Section 2.4(e)(i) or, with respect to them on any amounts remaining after the date application of such payments and prepayments as set forth in clause FIRST of the first paragraph of Section 2.4(e)(i), as otherwise determined by the Required Lenders in their sole discretion; provided, that, upon satisfaction in full of all Obligations in cash, such amount shall be paid to Borrower or such other Person entitled thereto under applicable law. Borrower and each other Loan Party hereby irrevocably waives the right to direct the application during the continuance of an Event of Default of any such distribution); THIRD, to the payment and all payments in respect of any then due Obligation and owing principal constituting part any Proceeds of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directCollateral.

Appears in 1 contract

Sources: Purchase Money Loan and Security Agreement (SAExploration Holdings, Inc.)

Application of Payments. Prior (a) Payments made by SIHPL pursuant to an Event this Deed including any payment following a demand from the Agent (acting on the instructions of Default, all payments made hereunder the Majority 21/22 Creditors) shall be applied by the Administrative Agent as directed in the following order of priority: (i) firstly, towards payment of the Agent Liabilities; (ii) secondly, towards repayment pro rata and pari passu of interest (excluding for the avoidance of doubt, any capitalised interest) accrued on Facility A1 Loans; and (iii) thirdly, towards repayment pro rata and pari passu of the outstanding principal amount (including any capitalised interest) of the Facility A1 Loans, provided that the aggregate amount of payments made by SIHPL pursuant to this Deed and distributed pursuant to paragraphs (ii) to (iii) above when aggregated with payments made by or on behalf of SIHPL pursuant to the SIHPL Intercreditor Agreement to the Agent on behalf of the Creditors in relation to this Deed; in discharge of principal and interest in respect of the Facility A1 Loans by the Borrower, but subject Obligors under the Finance Documents (other than this Deed and the Umbrella Agreement) and SIHNV (or paid to the terms of this Umbrella Agent by SIHNV or the Umbrella Security Agent) under any NV Contingent Payment Undertaking (as defined in the Umbrella Agreement, including the application of prepayments according ) taking into account amounts distributed or to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied distributed to the Secured Obligations agent (and not any other Primary Agent (as defined in the Umbrella Agreement)) in accordance with Section 2.12 clause 2.5 (Application of payments) of the NV/SFHG 21/22 Contingent Payment Undertaking, shall not exceed the Recovery Cap at the time of the relevant distribution and otherwise provided further that the aggregate amount of payments made by SIHPL pursuant to this Deed and distributed pursuant to paragraphs (i) to (iii) shall not exceed the Initial Payment Amount; (iv) thirdly, in payment of the following order: FIRST, balance (if any) to SIHPL or other person entitled to it. (b) The Finance Parties and SIHPL agree that SIHPL shall pay all amounts pursuant to Clause 3.1 (Deferred contingent payment undertaking) to the payment of all costs and expenses incurred by the Administrative Agent (for application in its capacity as such hereunder or under any other Credit Document) in connection accordance with this Agreement Deed. (c) The Agent does not act as a trustee, fiduciary or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document agent on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct▇▇▇▇▇.

Appears in 1 contract

Sources: Amendment and Restatement Agreement

Application of Payments. Prior All amounts paid to or received by Lender in respect of monetary Obligations, from whatever source (whether from Borrower or any other Loan Party Obligor pursuant to such other Loan Party Obligor’s guaranty of the Obligations, any realization upon any Collateral or otherwise) shall, unless otherwise directed by Borrower with respect to any particular payment (unless an Event of DefaultDefault shall then be continuing, all payments made hereunder in which event Lender may disregard Borrower’s direction) be applied by Lender to the Obligations in such order as Lender may elect, and absent such election shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: follows: (i) FIRST, to the payment of reimburse Lender for all out-of-pocket costs and expenses expenses, and all indemnified losses, incurred by the Administrative Agent (Lender which are reimbursable to Lender in its capacity as such hereunder or under any other Credit Document) in connection accordance with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; Loan Documents; (ii) SECOND, to the payment of all any accrued but unpaid interest constituting part of the Secured Obligations other than Non-Credit Party Obligations on any Protective Advances; (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiii) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment outstanding principal of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations Protective Advances; (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiv) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and accrued but unpaid fees owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders Lender under this Credit Agreement, pro rata to the Lenders; Agreement and/or any other Loan Documents; (v) FIFTH, to the payment of all any unpaid accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; Obligations; (vi) SIXTH, to the payment of any then due and owing outstanding principal constituting part of the Non-Credit Party Obligations Loans; and (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providersvii) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due other outstanding Obligations; and owing after payment in full in cash of all of the outstanding monetary Obligations, any further amounts paid to or received by Lender in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrower or such other amounts Person(s) as may be legally entitled thereto. Notwithstanding anything to the contrary set forth herein, any prepayment applied to the outstanding principal of the Term Loan shall be applied to the remaining installments thereof (including fees and expensesany bullet payment due at maturity) constituting part in the inverse order of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directmaturity.

Appears in 1 contract

Sources: Loan and Security Agreement (Hightimes Holding Corp.)

Application of Payments. Prior Payments made to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by or the BorrowerBanks, but subject to the terms or any of this Agreementthem, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections or otherwise received by the Administrative Agent or the Banks, or any of them (from realization on collateral for the Obligations or otherwise), shall be applied distributed (subject to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order2.2(e) hereof) as follows: FIRSTFirst, to the payment of all costs and expenses expenses, if any, incurred by the Administrative Agent (or the Banks, or any of them, to the extent permitted by Section 11.2 hereof in its capacity as the collection of such hereunder or amounts under any other Credit Document) in connection with this Agreement or any of the Secured other Loan Documents, including, without limitation, any reasonable costs incurred in connection with the sale or disposition of any collateral for the Obligations; Second, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by pro rata among the Administrative Agent as secured party and the Banks based on the total amount of fees then due and payable hereunder or under any other Credit Loan Document on behalf of any Credit Party and to any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (fees and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any commissions then due and owing principal constituting part payable by the Borrower to the Banks and the Administrative Agent under this Agreement or any Loan Document; Third, to any unpaid interest of the Secured Obligations other than Non-Credit Party Obligations (Borrower which may have accrued on the amounts so applied to be distributed ratably Loans, pro rata among the Lenders (and Banks based on the outstanding principal amount of the Loans of the Borrower outstanding immediately prior to the extent applicable to Hedging Arrangementssuch payment; Fourth, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with among the Banks based on the outstanding principal amounts amount of the Secured Loans of the Borrower outstanding immediately prior to such payment, to any unpaid principal of the Loans of the Borrower; Fifth, to any other Obligations owed not otherwise referred to them on the date of any in this Section 2.10 until all such distribution)Obligations are paid in full; Sixth, and when applied to make distributions damages incurred by the Administrative Agent to pay or the principal amount Banks, or any of the outstanding Borrowingsthem, pro rata to the Lendersby reason of any breach hereof or of any other Loan Documents; FOURTHand Seventh, upon satisfaction in full of all Obligations, to the Borrower or as otherwise required by law. If any Bank shall obtain any payment (whether involuntary or otherwise) on account of the Loans made by it in excess of its ratable share of the Loans then outstanding and such Bank's share of any then expenses, fees and other items due and owing payable to it hereunder, such Bank shall forthwith purchase a participation in the Loans from the other amounts (including fees Banks as shall be necessary to cause such purchasing Bank to share the excess payment ratably based on the Commitment Ratios with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Bank, such purchase from each Bank shall be rescinded and expenses) constituting part of such Bank shall repay to the Secured Obligations other than Non-Credit Party Obligations (purchasing Bank the amounts so applied to be distributed ratably among the Lenders (and purchase price to the extent applicable of such recovery. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTHSection may, to the fullest extent permitted by law, exercise all its rights of payment of all accrued interest constituting part with respect to such participation as fully as if such Bank were the direct creditor of the Non-Credit Party Borrower in the amount of such participation so long as the Borrower's Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directare not increased.

Appears in 1 contract

Sources: Loan Agreement (Irt Property Co)

Application of Payments. Prior Subject to Section 1.1(b), all amounts paid to or received by Agent or any Lender in respect of the monetary Obligations, from whatever source (whether from any Borrower or any other Loan Party pursuant to such other Loan Party’s guaranty of the Obligations, any realization upon any Collateral, or otherwise) shall, unless otherwise directed by Borrowing Agent with respect to any particular payment (unless an Event of DefaultDefault shall then be continuing, all payments made hereunder in which event Agent may disregard Borrowing Agent’s direction), be applied by Agent to the Obligations in such order as Agent may elect, and absent such election shall be applied as follows: (a) FIRST, to reimburse Agent for all fees and out-of-pocket costs and expenses, and all indemnified losses, incurred by the Administrative Agent as directed by the Borrower, but subject which are reimbursable to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or and/or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; Loan Documents, (b) SECOND, to the payment of all any accrued but unpaid interest constituting part of the Secured Obligations other than Non-Credit Party Obligations on any Protective Advances, (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersc) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment outstanding principal of any then due Protective Advances, (d) FOURTH, ratably to reimburse each Lender for all fees and owing principal constituting part out-of-pocket costs and expenses, and all indemnified losses, incurred by each Lender which are reimbursable to such Lender in accordance with this Agreement and/or any of the Secured Obligations other than Non-Credit Party Obligations Loan Documents, (e) FIFTH, ratably to any unpaid accrued interest on the amounts so applied Obligations, (f) SIXTH, ratably to be distributed ratably among the Lenders (and outstanding principal of the Obligations, and, to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions required by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTHthis Agreement, to cash collateralize the payment Letter of any then due and owing other amounts Credit Balance, and (including fees and expensesg) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due other outstanding Obligations; and owing other amounts (including fees and expenses) constituting part after payment in full in cash of all of the Non-Credit Party outstanding monetary Obligations, any further amounts paid to or received by Agent or any Lender in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts so applied will be credited to be distributed ratably among the Swap Counterparties Loan Account and the Banking Service ProvidersCollateral balances to which they relate upon Agent’s receipt of an advice from Agent’s Bank (set forth in Section 5 of Schedule A) pro rata that such items have been credited to Agent’s account at Agent’s Bank (or upon Agent’s deposit thereof at Agent’s Bank in accordance with such amounts owed the case of payments received by Agent in kind), in each case subject to them final payment and collection. However, for purposes of computing interest on the date Obligations, such items shall be deemed applied by Agent three Business Days after Agent’s receipt of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court advice of competent jurisdiction may otherwise directdeposit thereof at Agent’s Bank.

Appears in 1 contract

Sources: Loan and Security Agreement (SkyWater Technology, Inc)

Application of Payments. Prior to an Event of Default, all All payments made hereunder or to be made upon any Obligations shall be payable in lawful currency of the United States and in immediately available funds. Except as otherwise expressly provided in this Agreement, the Notes or any other Loan Document, if at any time insufficient funds are received by and available to the Administrative Agent to pay in full all amounts of principal, interest and fees then due pursuant to this Agreement or the Notes (as the case may be), such funds shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRSTfollows: (i) first, to the payment expenses and costs of all costs and expenses collection, if any, incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured ObligationsLoans, including including, but not limited to, all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Loan Document on behalf of any Credit Party the Borrowers and any other reasonable costs or expenses incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder hereunder; (ii) second, to fees and late charges owing to the Administrative Agent pursuant to this Agreement or under any other Credit Loan Document; SECOND, and then to fees and late charges owing to the Lenders (ratably in accordance with their Percentage) pursuant to this Agreement or any other Loan Document; (iii) third, to accrued and unpaid interest (applied first to the Swing Line Facility and then to the Revolving Facility); (iv) fourth, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the outstanding principal amount of the outstanding BorrowingsObligations (applied first to Swing Line Outstandings (if any), then pro rata to the Lenders; FOURTH, to the payment of any then due unpaid and owing other amounts (including fees and expenses) constituting part outstanding principal amount of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (Revolving Facility and to the extent applicable to all Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, then pro rata to the LendersPermitted Financial Product Obligations); FIFTHand (v) fifth, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directPerson lawfully entitled thereto.

Appears in 1 contract

Sources: Business Loan and Security Agreement (ICF International, Inc.)

Application of Payments. Prior to (i) At all times during which an Event of DefaultDefault is not continuing (unless otherwise specified herein), all amounts paid by Borrower to the Agent for the benefit of the Lenders in respect of the Obligations (other than (x) payments made specifically earmarked by Borrower under Section 2.4(c) for application to certain principal, interest, fees or expenses hereunder and (y) regularly scheduled interest payments (whether at the Default Rate or otherwise)), shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following orderorder of priority: FIRST, to the payment of all fees and reasonable documented out-of-pocket costs and expenses incurred by (including reasonable documented out-of-pocket attorneys’ fees) of the Administrative Agent (in its capacity as such then due and payable hereunder or under any other Credit DocumentLoan Documents; SECOND, pro rata, to the payment of reasonable documented out-of-pocket costs and expenses (including reasonable documented out-of-pocket attorneys’ fees) in connection with this Agreement or any of the Secured ObligationsLenders to the extent reimbursable under the Loan Documents; THIRD, including all court costs pro rata to the payment of any other fees then due and payable to the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party (applicable) Lenders hereunder or under any other Credit Document Loan Documents; FOURTH, pro rata to the payment of all Obligations consisting of accrued unpaid interest then due and payable to the (applicable) Lenders hereunder; FIFTH, pro rata, to the payment of principal then due and payable on behalf of any Credit Party the Obligations; and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECONDSIXTH, pro rata, to the payment of all accrued interest constituting part other Obligations not otherwise referred to in this Section 2.4(e)(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 Obligations 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, fourth, fifth and sixth above. (ii) Notwithstanding anything in this Agreement or any other than Non-Credit Party Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations (from realization on Collateral or otherwise) shall be applied as provided in Section 2.4(e)(i) or, with respect to any amounts remaining after the amounts so applied application of such payments and prepayments as set forth in clause FIRST of Section 2.4(e)(i), as otherwise determined by the Required Lenders in their sole discretion; provided, that, upon satisfaction in full of all Obligations in cash, such amount shall be paid to be distributed ratably among Borrower or such other Person entitled thereto under applicable law. Borrower and each other Loan Party hereby irrevocably waives the Lenders (and right to direct the extent applicable to Hedging Arrangements, application during the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts continuance of the Secured Obligations owed to them on the date an Event of Default of any such distribution); THIRD, to the payment and all payments in respect of any then due Obligation and owing principal constituting part any Proceeds of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directCollateral.

Appears in 1 contract

Sources: Credit and Security Agreement (SAExploration Holdings, Inc.)

Application of Payments. Prior to (i) At all times during which an Event of DefaultDefault is not continuing (unless otherwise specified herein), all amounts paid by Borrower to the Agent for the benefit of the Lenders in respect of the Obligations (other than (x) payments made specifically earmarked by Borrower under Section 2.4(c) for application to certain principal, interest, fees or expenses hereunder and (y) regularly scheduled interest payments (whether at the Default Rate or otherwise)), shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following orderorder of priority: FIRST, to the payment of all fees and reasonable documented out-of-pocket costs and expenses incurred by (including reasonable documented out-of-pocket attorneys’ fees) of the Administrative Agent (in its capacity as such then due and payable hereunder or under any other Credit DocumentLoan Documents; SECOND, pro rata, to the payment of reasonable documented out-of-pocket costs and expenses (including reasonable documented out-of-pocket attorneys’ fees) in connection with this Agreement or any of the Secured ObligationsLenders to the extent reimbursable under the Loan Documents; THIRD, including all court costs pro rata to the payment of any other fees then due and payable to the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party Lenders hereunder or under any other Credit Document Loan Documents; FOURTH, pro rata to the payment of all Obligations consisting of accrued unpaid interest then due and payable to the Lenders hereunder; FIFTH, pro rata, to the payment of principal then due and payable on behalf of any Credit Party the Obligations; and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECONDSIXTH, pro rata, to the payment of all accrued interest constituting part other Obligations not otherwise referred to in this Section 2.4(e)(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 Obligations other than Non-Credit Party Obligations (the Parties entitled to payment shall receive an amount equal to its pro rata share of amounts so applied available to be distributed ratably among the Lenders (applied pursuant to clauses second, third, fourth, fifth and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directsixth above.

Appears in 1 contract

Sources: Credit and Security Agreement (SAExploration Holdings, Inc.)

Application of Payments. Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject Anything contained herein to the terms of this Agreementcontrary notwithstanding (including, including the application of prepayments according to without limitation, Section 2.5 and Section 2.12. During the existence of an Event of Default1.9(b) hereof), all payments and collections received in respect of the Obligations by the Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Revolving Credit Commitments as a result of an Event of Default shall be applied remitted to the Secured Obligations in accordance with Section 2.12 Administrative Agent and otherwise in the following order: FIRSTdistributed as follows: (a) first, to the payment of all any outstanding costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder protecting, preserving or enforcing rights under the Credit Documents, and in any other Credit Document) in connection with this Agreement or any of the Secured Obligations, event including all court costs and the fees and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 8.7 hereof (such funds to be retained by the Administrative Agent for its agents own account unless it has previously been reimbursed for such costs and legal counselexpenses by the Lenders, in which event such amounts shall be remitted to the repayment Lenders to reimburse them for payments theretofore made to the Administrative Agent); (b) second, to the payment of all advances made any outstanding costs and expenses incurred by any Lender that the Borrower has agreed to pay under Section 8.7 hereof; (c) third, to the payment of the Swingline Loans, both for principal and accrued but unpaid interest; (d) fourth, to the payment of any outstanding interest and fees due under the Credit Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; (e) fifth, to the payment of principal on the Loans (other than Swingline Loans), unpaid Reimbursement Obligations, together with amounts to be held by the Administrative Agent as secured party hereunder or under collateral security for any other Credit Document on behalf outstanding L/C Obligations pursuant to Section 8.4 hereof (until the Administrative Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), any Credit Party Bank Product Obligations, and any other costs Swap Obligations the aggregate amount paid to, or expenses incurred held as collateral security for, the Lenders and L/C Issuer and, in connection the case of Bank Product Obligations and Swap Obligations, their Affiliates to be allocated pro rata in accordance with the exercise of any right or remedy hereunder or under any other Credit Documentaggregate unpaid amounts owing to each holder thereof; SECOND(f) sixth, to the payment of all accrued interest constituting part of the Secured other unpaid Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) allocated pro rata in accordance with the aggregate unpaid amounts of the Secured Obligations owed owing to them on the date of any such distribution)each holder thereof; THIRDand (g) finally, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to Borrower or whoever else may be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directlawfully entitled thereto.

Appears in 1 contract

Sources: Credit Agreement (Jones Lang Lasalle Inc)

Application of Payments. Prior Notwithstanding anything to an Event the contrary set forth in any of Defaultthe Loan Documents, (i) all payments made hereunder by or on behalf of the European Borrower or the European Holdco shall be applied by the Administrative Agent as directed by the Borrower, but subject only to the terms European Obligations, (ii) all payments on behalf of this Agreementa US Borrower or US Guarantor shall be applied first to US Obligations then due until paid in full (except as otherwise provided herein), including (iii) all payments in respect of the application of prepayments according European Obligations shall be applied first to Section 2.5 and Section 2.12. During European Obligations denominated in the existence of an Event of Default, all same currency as the payments received; provided that payments and collections received by in any currency other than the currency in which any outstanding Obligations are denominated will be accepted and/or applied at the discretion of the Administrative Agent, in the event that the Administrative Agent elects to accept and apply such amounts when there are no Obligations (other than Letter of Credit Obligations or other contingent Obligations) then outstanding in the same currency, the Administrative Agent shall be applied convert such currency received to the Secured currency in which the Obligations are denominated at the Spot Rate on such date (regardless of whether such rate is the best available rate) and in accordance with Section 2.12 and otherwise in such event, the following order: FIRSTBorrowers shall pay the costs of such conversion (or the Administrative Agent may, at its option, charge such costs to the payment loan account of all costs and expenses incurred any Borrower maintained by the Administrative Agent Agent) and (iv) to the extent any Borrower or Guarantor, directly or indirectly, uses any proceeds of the applicable Loans or L/C Obligations to acquire rights in its capacity as or the use of any Collateral or to repay any Indebtedness used to acquire rights in or the use of any Collateral, payments in respect of the Obligations shall be deemed applied first to the Obligations arising from Loans and L/C Obligations that were not used for such hereunder purposes and second to the Obligations arising from Loans and L/C Obligations the proceeds of which were used to acquire rights in or under the use of any other Credit Document) Collateral in connection with the chronological order in which such Borrower acquired such rights in or the use of such Collateral. For purposes of this Agreement Section 8.03, “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder foregoing would be or under is allowed or disallowed in whole or in part in any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directInsolvency Proceeding.

Appears in 1 contract

Sources: Credit Agreement (Imation Corp)

Application of Payments. Prior to an Event Each prepayment of Default, all payments Borrowings made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according pursuant to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent 2.06(b) or 2.06(c) shall be applied to such Borrowing or Borrowings of any Class as shall have been specified by the Secured Obligations Borrower pursuant to a written notice to the Administrative Agent; provided that, in the case of any (i) no prepayment made pursuant to under Section 2.06(c) b) may be made of any Tranche B Loans unless prior thereto all the First-Out Loans shall have been, or substantially concurrently thereto shall be, repaid in full, (ii) in the case of any prepayment made pursuant to Section 2.06(c) at any time when First-Out Loans are outstanding, the entire amount of such prepayment shall be applied to First-Out Loans until and unless such Loans shall have been repaid in full, and thereafter may be applied to other Classes of Loans in accordance with Section 2.12 clause (iii) below, and otherwise (iii) subject to clause (ii) above, in the following order: FIRSTcase of any prepayment made pursuant to Section 2.06(c) at a time when Borrowings of more than one Class are outstanding, the Borrower shall select Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated among the Borrowings pro rata based on the aggregate principal amounts of outstanding Borrowings of each such Class; provided, further, that the amounts so allocable to any Facility (other than the Tranche B Facility or the First-Out Loan Facility) may be applied to Borrowings under other Facilities if so provided in the definitive documentation establishing such Facility. Each such prepayment of a Borrowing shall be applied ratably to the payment of all costs and expenses incurred by Loans included in the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) prepaid Borrowing. Notwithstanding anything herein to the contrary, in connection with this Agreement a refinancing in full of any Facility established hereunder, any Lender may, with the consent of the Borrower, elect to accept rollover Indebtedness in lieu of all or any part of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf such Lender’s applicable pro rata share of any Credit Party and any other costs or expenses incurred in connection with the exercise prepayment of any right or remedy hereunder or under any other Credit Document; SECOND, Borrowing made pursuant to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directSection 2.06.

Appears in 1 contract

Sources: Credit Agreement (Willbros Group, Inc.\NEW\)

Application of Payments. Prior Subsequent to an Event the acceleration of Defaultthe Loans pursuant to Subsection 6.3, all payments made hereunder received by Lenders (or Affiliates of Lenders party to Related Interest Rate Agreements) on the Obligations and on the proceeds from the enforcement of the Obligations shall be applied by the among Administrative Agent and Lenders (and Affiliates of Lenders party to Related Interest Rate Agreements) as directed follows: first, to all Administrative Agent’s, and Lenders’ (and Affiliates of Lenders party to Related Interest Rate Agreements) fees and expenses then due and payable; then to all other expenses then due and payable by Borrower under the Borrower, but subject Loan Documents; then to all indemnitee obligations then due and payable by Borrower under the terms of this Agreement, including Loan Documents; then to all commitment and other fees and commissions then due and payable by Borrower under the application of prepayments according Loan Documents; then pro rata to Section 2.5 (i) accrued and Section 2.12. During unpaid interest on the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations Loans (pro rata) in accordance with Section 2.12 all such amounts due on the Loans and otherwise in the following order: FIRST(ii) any scheduled payments (excluding termination, unwind and similar payments) due to the payment a Lender or an Affiliate of all costs and expenses incurred by the Administrative Agent a Lender on any Related Interest Rate Agreements (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the all such amounts of the Secured Obligations owed to them on the date of any such distributiondue); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay (a) the principal amount of the outstanding Borrowings, Loans (pro rata among all Loans) and (b) any termination, unwind and similar payments due to a Lender or an Affiliate of a Lender under Related Interest Rate Agreements (pro rata with all such amounts due); and then to any remaining amounts due under the Lenders; FOURTHObligations, to in that order (provided, such priority may be changed with the payment consent of any then due both the Requisite Lenders and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and Affiliates of Lenders) party to the extent applicable Related Interest Rate Agreements then outstanding). Any remaining monies not applied as provided in this Subsection 6.8 shall be paid to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of Borrower or any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directPerson lawfully entitled thereto.

Appears in 1 contract

Sources: Credit Agreement (Atlantic Tele Network Inc /De)

Application of Payments. Prior All amounts paid to or received by Lender in respect of the monetary Obligations, from whatever source (whether from Borrower or any other Loan Party Obligor pursuant to such other Loan Party Obligor's guaranty of the Obligations, any realization upon any Collateral, or otherwise) shall, unless otherwise directed by Borrower with respect to any particular payment (unless an Event of DefaultDefault shall then be continuing, all payments made hereunder in which event Lender may disregard Borrower's direction), be applied by Lender to the Obligations in such order as Lender may elect, and absent such election shall be applied as follows: (i) FIRST, to reimburse Lender for all out-of-pocket costs and expenses, and all indemnified losses, incurred by the Administrative Agent as directed by the Borrower, but subject Lender which are reimbursable to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations Lender in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or and/or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; Loan Documents, (ii) SECOND, to the payment of all any accrued but unpaid interest constituting part of the Secured Obligations other than Non-Credit Party Obligations on any Protective Advances, (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiii) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment outstanding principal of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations Protective Advances, (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiv) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and accrued but unpaid fees owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders Lender under this Credit Agreement, pro rata to the Lenders; Agreement and/or any other Loan Documents, (v) FIFTH, to the payment of all any unpaid accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; Obligations, (vi) SIXTH, to the payment of any then due and owing outstanding principal constituting part of the Non-Revolving Loans, and, to the extent required by this Agreement, to cash collateralize the Letter of Credit Party Obligations Balance, and (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providersvii) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due other outstanding Obligations; and owing other amounts (including fees and expenses) constituting part after payment in full in cash of all of the Non-Credit Party outstanding monetary Obligations, any further amounts paid to or received by Lender in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrower or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts so applied will be credited to be distributed ratably among the Swap Counterparties Loan Account and the Banking Service ProvidersCollateral balances to which they relate upon Lender's receipt of an advice from Lender's Bank (set forth in Section 5 of Schedule A) pro rata that such items have been credited to Lender's account at Lender's Bank (or upon Lender's deposit thereof at Lender's Bank in accordance with such amounts owed the case of payments received by Lender in kind), in each case subject to them final payment and collection. However, for purposes of computing interest on the date Obligations, such items shall be deemed applied by Lender three Business Days after Lender's receipt of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court advice of competent jurisdiction may otherwise directdeposit thereof at Lender's Bank.

Appears in 1 contract

Sources: Loan and Security Agreement (Swisher Hygiene Inc.)

Application of Payments. Prior (i) Subject to an Event of DefaultSection 2.10(b)(ii) and subject to the Intercreditor Agreement, all payments made hereunder shall be applied payments, as applicable) received by the Administrative Agent and the Lenders in respect of any Obligation shall be applied to the Obligations as directed follows: (A) first, to the payment of any Protective Overadvance funded by the BorrowerAdministrative Agent or any Lender; (B) second, but subject to payment of interest, fees (including, without limitation, any Prepayment Premium), costs and expenses and any other amounts then due and payable by the Loan Parties under this Agreement and the other Loan Documents; (C) third, to payment of the principal of the Term Loans; and (D) fourth, to the terms account of this Borrower. In carrying out the foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (B) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its Pro Rata Share of amounts available to be applied. (ii) Notwithstanding any provision herein to the contrary and subject, in any event, to the Intercreditor Agreement, including (A) during the application of prepayments according to Section 2.5 and Section 2.12. During the existence continuance of an Event of Default, the Administrative Agent may, and shall upon the direction of Required Lenders, apply any and all payments and collections received by the Administrative Agent shall be applied to and the Secured Obligations Lenders in respect of any Obligation in accordance with Section 2.12 clauses first through sixth below, and otherwise in (B) without limiting the following order: FIRSTforegoing, to the payment of all costs and expenses incurred amounts collected or received by the Administrative Agent after any or all of the Obligations have been accelerated (in its capacity so long as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligationsacceleration has not been rescinded), including all court costs and the fees and expenses proceeds of its agents and legal counselCollateral, the repayment of all advances made by the Administrative Agent shall be applied as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations follows: (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service ProvidersA) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDfirst, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions Protective Overadvance funded by the Administrative Agent or any Lender and to pay the principal amount payment of that portion of the outstanding BorrowingsObligations constituting fees, pro rata to the Lenders; FOURTHindemnities, to the payment of any then due expenses and owing other amounts (including fees fees, charges and expenses) constituting part disbursements of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and counsel to the extent applicable Administrative Agent) payable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent in its capacity as such;; (B) second, to pay such payment of that portion of the Obligations constituting indemnities, expenses, and other amounts (other than principal, interest and fees) payable to the Lenders under this Credit Agreement(including fees, pro rata charges and disbursements of counsel to the Lenders; FIFTHrespective Lenders and amounts payable under Article X), ratably among them in proportion to the amounts described in this clause Second payable to them; (C) third, to the payment of all accrued unpaid interest constituting part on the Obligations and fees (including, without limitation, any Prepayment Premium) owed to the Administrative Agent and the Lenders; (D) fourth, to payment of principal of the Non-Credit Party Obligations Term Loans; (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service ProvidersE) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTHfifth, to the payment of any then due and other amounts owing principal constituting part Obligations; and (F) sixth, any remainder shall be for the account of the Non-Credit Party Obligations Borrower. In carrying out the foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (B) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its Pro Rata Share of amounts so applied available to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directapplied.

Appears in 1 contract

Sources: Second Lien Credit Agreement (Alaska Communications Systems Group Inc)

Application of Payments. Prior to an Event of DefaultPayments made under this Agreement and the other Loan Documents, all payments whether made hereunder shall be applied by when due under the Administrative Agent as directed by the BorrowerLoan Documents or after foreclosure on Collateral, but subject for application to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent Obligations shall be applied to the Secured Obligations as follows: (i) to the Agent, with respect to fees and expenses accrued and outstanding (including without limitation reasonable attorneys’ fees and expenses); (ii) to the Banks, ratably according to their Credit Commitments, with respect to fees under Section 2.09 hereof; (iii) to the Banks, with respect to other fees and expenses and late charges accrued and outstanding with respect to the Obligations (including without limitation reasonable attorneys’ fees and expenses of the Banks in accordance with Section 2.12 and otherwise in the following order: FIRST5.07 hereof), “pro-rata according to the payment of all costs and expenses incurred by the Administrative Agent respective loan amounts then outstanding” (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs and hereinafter defined). Of the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection late charges due with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, respect to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations Loan (the as opposed to Hedging Obligations), such amounts so applied to shall then be distributed ratably among the Lenders (and paid to the extent Banks ratably according to the Banks’ applicable Commitments; (iv) to the Banks, with respect to interest accrued and outstanding on the Obligations, “pro-rata according to the respective loan amounts then outstanding”. Of the interest accrued and then outstanding with respect to the Credit Loan (as opposed to Hedging ArrangementsObligations), the Swap Counterparties and such amounts shall then be paid to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, Banks ratably according to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations Banks’ applicable Commitments; and (the amounts so applied to be distributed ratably among the Lenders (and v) to the extent applicable Banks, with respect to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Credit Loan due and payable and Hedging Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other unpaid, “pro-rata according to the respective loan amounts then outstanding”. Of the principal due with respect to the Credit Loan (including fees and expensesas opposed to the Hedging Obligations), such amounts shall then be paid to the Banks ratably according to the Banks’ applicable Commitments. “Pro-rata according to the respective loan amounts then outstanding” shall be determined— (i) constituting part of the Secured Obligations in instances other than Non-Credit Party Obligations (with respect to foreclosure on Collateral or the exercise by the Agent of its other rights and remedies under the Loan Documents, applicable amounts so applied to be distributed ratably among the Lenders (and to the extent applicable under a subsection as to Hedging ArrangementsObligations shall not be considered, and (ii) in instances with respect to foreclosure on Collateral or the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions exercise by the Administrative Agent to pay such amounts payable to of its other rights and remedies under the Lenders under this Credit AgreementLoan Documents, pro rata to by adding the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the aggregate principal amounts of the Non-Credit Party Loan outstanding and Hedging Obligations owed to them on the date of any such distribution; SEVENTH, then due and unpaid before giving effect to the payment of any and then dividing that sum by the Credit Loan amount outstanding and the Hedging Obligations due and owing other amounts (including fees unpaid to determine the Credit Loan’s and expenses) constituting part Hedging Obligations’ respective percentages of application; following such allocation to Hedging Obligations, the Non-Credit Party Bank holding such Hedging Obligations (the amounts so applied to shall be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, entitled to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directamount so allocated for application against the relevant Hedging Obligations.

Appears in 1 contract

Sources: Credit Agreement (Hornbeck Offshore Services Inc /La)

Application of Payments. (a) Prior to an Event the exercise of Defaultremedies pursuant to Section 8.2, including acceleration of the Obligations, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections amounts received by the Administrative Agent from the Borrower (other than payments specifically earmarked for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.7(c) (which shall be applied as earmarked or, with respect to payments under Section 2.7(c), as set forth in Section 2.7(c)) shall be distributed by the Secured Obligations in accordance with Section 2.12 and otherwise Administrative Agent in the following orderorder of priority: FIRST, to the payment of all costs and out-of-pocket expenses incurred by (including, without limitation, reasonable attorneys’ fees) of the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any respect to enforcing the rights of the Secured ObligationsLenders under the Loan Documents, including all court costs and in each case to the fees and expenses of its agents and legal counsel, the repayment of all advances made extent required to be reimbursed by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit DocumentBorrower pursuant to Section 10.2; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and any fees owed to the extent applicable to Hedging ArrangementsAdministrative Agent, the Swap Counterparties and to Issuing Bank or the extent applicable to Banking Services Obligations, Swing Bank under the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution)Loan Documents; THIRD, to the payment of any then due all accrued fees and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied interest payable to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lendersunder this Agreement; FOURTH, to the payment of any principal then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them payable on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the LendersSwing Loans; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties principal then due and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them payable on the date of any such distributionRevolving Loans; SIXTH, to the payment of any the Bank Products Obligations then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distributionpayable; SEVENTH, to the payment of any all other Obligations not otherwise referred to in this Section 2.12(a) then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distributionpayable; and EIGHTH, upon satisfaction in full of all Obligations, to the applicable Credit PartiesParty or such other Person who may be lawfully entitled thereto. (b) Notwithstanding anything in this Agreement or any other Loan Documents which may be construed to the contrary, their successors or assignssubsequent to the exercise of remedies pursuant to Section 8.2, including acceleration of the Obligations, payments and prepayments with respect to the Obligations made to the Administrative Agent for the benefit of the Lenders, the Lender Group, or as any of them, or otherwise received by any member of the Lender Group shall be distributed in the following order of priority (subject to Section 2.11): FIRST, to the payment of out-of-pocket expenses (including without limitation indemnification and reasonable attorneys’ fees) of the Administrative Agent with respect to enforcing the rights of the Lenders under the Loan Documents, in each case to the extent required to be reimbursed by the Borrower pursuant to Section 10.2; SECOND, to the payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank under the Loan Documents; THIRD, to the payment of out-of-pocket expenses (including without limitation indemnification and reasonable attorneys’ fees) of the Lenders with respect to enforcing their rights under the Loan Documents, in each case to the extent required to be reimbursed by the Borrower pursuant to Section 10.2; FOURTH, to the payment of all accrued fees and interest payable to the Lenders under this Agreement; FIFTH, to the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans; (ii) the Letter of Credit Reserve Account to the extent of one hundred three percent (103%) of any Letter of Credit Obligations; and (iii) to the Bank Products Obligations; provided, however, that no proceeds realized from any Guaranty of a court Credit Party who is not a Qualified ECP Guarantor shall be applied to the payment of competent jurisdiction Hedge Obligations; SEVENTH, to any other Obligations not otherwise referred to in this Section 2.12(b); and EIGHTH, upon satisfaction in full of all Obligations, to the applicable Credit Party or such other Person who may otherwise directbe lawfully entitled thereto.

Appears in 1 contract

Sources: Credit Agreement (Vulcan Materials CO)

Application of Payments. Prior Subject to Section 1.1(b), All amounts paid to or received by Agent or any Lender in respect of the monetary Obligations, from whatever source (whether from any Borrower or any other Loan Party pursuant to such other Loan Party’s guaranty of the Obligations, any realization upon any Collateral, or otherwise) shall, unless otherwise directed by Borrowing Agent with respect to any particular payment (unless an Event of DefaultDefault shall then be continuing, all payments made hereunder in which event Agent may disregard Borrowing Agent’s direction), be applied by Agent to the Obligations in such order as Agent may elect, and absent such election shall be applied as follows: (a) FIRST, to reimburse Agent for all fees and out-of-pocket costs and expenses, and all indemnified losses, incurred by the Administrative Agent as directed by the Borrower, but subject which are reimbursable to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or and/or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; Loan Documents, (b) SECOND, to the payment of all any accrued but unpaid interest constituting part of the Secured Obligations other than Non-Credit Party Obligations on any Protective Advances, (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersc) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment outstanding principal of any then due Protective Advances, (d) FOURTH, ratably to reimburse each Lender for all fees and owing principal constituting part out-of-pocket costs and expenses, and all indemnified losses, incurred by each Lender which are reimbursable to such Lender in accordance with this Agreement and/or any of the Secured Obligations other than Non-Credit Party Obligations Loan Documents, (e) FIFTH, ratably to any unpaid accrued interest on the amounts so applied Obligations, (f) SIXTH, ratably to be distributed ratably among the Lenders (and outstanding principal of the Obligations, and, to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions required by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTHthis Agreement, to cash collateralize the payment Letter of any then due and owing other amounts Credit Balance, and (including fees and expensesg) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due other outstanding Obligations; and owing other amounts (including fees and expenses) constituting part after payment in full in cash of all of the Non-Credit Party outstanding monetary Obligations, any further amounts paid to or received by Agent or any Lender in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts so applied will be credited to be distributed ratably among the Swap Counterparties Loan Account and the Banking Service ProvidersCollateral balances to which they relate upon Agent’s receipt of an advice from Agent’s Bank (set forth in Section 5 of Schedule A) pro rata that such items have been credited to Agent’s account at Agent’s Bank (or upon Agent’s deposit thereof at Agent’s Bank in accordance with such amounts owed the case of payments received by Agent in kind), in each case subject to them final payment and collection. However, for purposes of computing interest on the date Obligations, such items shall be deemed applied by Agent three Business Days after Agent’s receipt of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court advice of competent jurisdiction may otherwise directdeposit thereof at Agent’s Bank.

Appears in 1 contract

Sources: Loan and Security Agreement (SkyWater Technology, Inc)

Application of Payments. Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent (a) Except as directed by the Borrower, but subject to the terms of otherwise specifically set forth in this Financing Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections cash proceeds of Collateral received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 amounts then due and otherwise payable in the following order: FIRST, (1) to the payment of all costs Out-of-Pocket Expenses and expenses incurred by indemnification obligations owing to the Administrative Agent and/or Lenders hereunder; (in its capacity as such hereunder or 2) to interest and fees on the Line of Credit; (3) to any unreimbursed drawing under any Letter of Credit (unless otherwise required by SECTION 9 hereof); (4) to principal payments on the Revolving Loans in accordance with SECTION 8.9 hereof; and (5) to payment of any other Obligations which may be then due and owing; PROVIDED that, upon the occurrence and during the continuation of any Event of Default, Agent shall have the right to apply all payments and cash proceeds of Collateral to such of the Obligations as Agent may deem advisable, and in the absence of a specific determination by Agent with respect thereto, payments and cash proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Out-of-Pocket Expenses and indemnification obligations owing to the Agent and/or Lenders hereunder; (2) to interest and fees on the Line of Credit; (3) to any unreimbursed drawing under any Letter of Credit Document(unless otherwise required by SECTION 9 hereof); (4) to principal payments on the Revolving Loans and/or to provide cash collateral for Letters of Credit (including, without limitation, any Minimum L/C Draw Obligations) in connection an amount equal to 105% of the face amount thereof; and (5) to all other Obligations. (b) During the existence of a Trigger Event, all proceeds received by Agent and/or Collateral Agent that originated from any Credit Party (other than Borrower) shall be deemed (i) if Agent has made demand of payment under such Credit Party's Guaranty or an Event of Default has occurred under SECTION 10.1(c) of this Financing Agreement with respect to such Credit Party, to be a payment on such Credit Party's Guaranty in favor of Agent or (ii) in any other case, to be a repayment of such Credit Party's obligations to Borrower (including, without limitation, direct or indirect obligations to Borrower consisting of repayments on Intercompany Loans) and, in the case of repayments of Intercompany Loans, the Borrower shall, and shall cause each applicable Credit Party to (if required), make the appropriate entries with respect to such Credit Party's Intercompany Loan account under the Intercompany Loan Documents. (c) Notwithstanding anything to the contrary contained in this Financing Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document to the contrary, Agent shall, prior to applying any proceeds of Collateral to any Obligations, be entitled to establish a special reserve fund ("PRIOR LIEN RESERVE FUND") to satisfy obligations owing to third party creditors holding Liens on Collateral being sold or otherwise disposed of which have priority over the Liens of the Collateral Agent (the "PRIOR LIEN CLAIMS"). The Prior Lien Reserve Fund shall be maintained in a special non-interest bearing account in the name of the Agent. The Agent shall, or shall cause the Collateral Agent to, deposit from time to time from proceeds of Collateral such amounts which the Agent deems necessary or advisable in good faith to ensure payment of the Prior Lien Claims. Amounts in the Prior Lien Reserve Fund may be used by Agent to discharge Prior Lien Claims on Collateral being sold or otherwise disposed of by Agent, Collateral Agent or any Credit Party. If Borrower shall cause to be paid and discharged any Prior Lien Claim for which amounts in the Prior Lien Fund are held, Agent shall release such amounts from the Prior Lien Fund to the Borrower, on behalf of any the applicable Credit Party and any other costs or expenses incurred in connection with the exercise Party, promptly upon Agent's receipt of any right or remedy hereunder or under any other Credit Document; SECOND, written evidence satisfactory to the Agent of such payment and release of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directPrior Lien Claim.

Appears in 1 contract

Sources: Financing Agreement (Alderwoods Group Inc)

Application of Payments. Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 2.09 and Section 2.122.11. During the existence continuance of an Event of DefaultDefault and subject to Section 2.21, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 2.09 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Loan Document) in connection with this Agreement Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party counsel and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Loan Document; in each case to the extent required to be paid or reimbursed by a Lender or the Borrower pursuant to the terms of this Agreement or any other Loan Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal other amounts (including fees and expenses but excluding principal) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTHFOURTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) Lenders pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution); SEVENTHand FIFTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTHBorrower, to the Credit Parties, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct.

Appears in 1 contract

Sources: 5 Year Revolving Credit Agreement (Diamond Offshore Drilling Inc)

Application of Payments. Prior to an (i) So long as no Event of DefaultDefault has occurred and is continuing, all payments each Obligor shall, at the time of making each payment under this Agreement or any other Loan Document (other than any payment made pursuant to Section 3.01 and prepayment made pursuant to Section 3.03(b)), specify to the Lenders the amounts payable by such Obligor hereunder shall to which such payment is to be applied by (and in the Administrative Agent as directed by event that Obligors fail to so specify, the Borrower, but subject Lenders may apply such payment to the terms remaining scheduled installments of this Agreementprincipal due in respect of the Loans in inverse order of maturity), including and (ii) following the application of prepayments according to Section 2.5 occurrence and Section 2.12. During the existence continuance of an Event of Default, all payments and collections received by the Administrative Agent prepayments (including any prepayment made pursuant to Section 3.03(b)) shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRSTas follows: (A) first, to the payment of all any unpaid costs and expenses incurred referred to in Section 13.03(a) that are then due and payable; (B) second, in reduction of Borrower’s obligation to pay any unpaid interest and any fees then due and owing including, without limitation, (x) interest payable pursuant to Section 3.02(b) and (y) the Prepayment Premium; (C) third, in reduction of Borrower’s obligation to pay any Claims or Losses referred to in Section 13.03(b) then due and owing; (D) fourth, in reduction of Borrower’s obligation to pay any amounts due and owing on account of the unpaid principal amount of the Loans; (E) fifth, in reduction of any other Obligation then due and owing; and (F) sixth, to Borrower or such other Persons as may lawfully be entitled to or directed by Borrower to receive the remainder. Unless otherwise directed by the Administrative Agent (in its capacity as such hereunder or Majority Lenders, all payments of principal, interest and fees under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances other Loan Documents shall be made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, Obligors to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts Lenders’ respective Proportionate Shares of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directpayments.

Appears in 1 contract

Sources: Credit Agreement (Molecular Templates, Inc.)

Application of Payments. (a) Prior to an Event the exercise of Defaultremedies pursuant to Section 8.2, including acceleration of the Obligations, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections amounts received by the Administrative Agent from the Borrower (other than payments specifically earmarked for application to certain principal, interest, fees or expenses hereunder (which shall be applied to as earmarked) shall be distributed by the Secured Obligations in accordance with Section 2.12 and otherwise Administrative Agent in the following orderorder of priority: FIRST, to the payment of all costs and out-of-pocket expenses incurred by (including, without limitation, reasonable attorneys’ fees) of the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any respect to enforcing the rights of the Secured ObligationsLenders under the Loan Documents, including all court costs and in each case to the fees and expenses of its agents and legal counsel, the repayment of all advances made extent required to be reimbursed by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit DocumentBorrower pursuant to Section 10.2; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and any fees owed to the extent applicable Administrative Agent under the Loan Documents and all amounts owed pursuant to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution)Erroneous Payment Subrogation Rights; NAI-1527873932v11527873932v3 THIRD, to the payment of any then due all accrued fees and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied interest payable to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lendersunder this Agreement; FOURTH, to the payment of any principal then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them payable on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the LendersLoans; FIFTH, to the payment of all accrued interest constituting part other Obligations not otherwise referred to in this Section 2.12(a) then due and payable; and SIXTH, upon satisfaction in full of all Obligations, to the applicable Credit Party or such other Person who may be lawfully entitled thereto. (b) Notwithstanding anything in this Agreement or any other Loan Documents which may be construed to the contrary, subsequent to the exercise of remedies pursuant to Section 8.2, including acceleration of the NonObligations, payments and prepayments with respect to the Obligations made to the Administrative Agent for the benefit of the Lenders, the Lender Group, or any of them, or otherwise received by any member of the Lender Group shall be distributed in the following order of priority (subject to Section 2.11): FIRST, to the payment of out-Credit Party Obligations of-pocket expenses (including without limitation indemnification and reasonable attorneys’ fees) of the amounts so applied Administrative Agent with respect to enforcing the rights of the Lenders under the Loan Documents, in each case to the extent required to be distributed ratably among reimbursed by the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed Borrower pursuant to them on the date of any such distributionSection 10.2; SIXTHSECOND, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations fees owed to them on the date of any such distributionAdministrative Agent under the Loan Documents and all amounts owed pursuant to Erroneous Payment Subrogation Rights; SEVENTHTHIRD, to the payment of any then due and owing other amounts out-of-pocket expenses (including fees without limitation indemnification and expensesreasonable attorneys’ fees) constituting part of the Non-Credit Party Obligations (Lenders with respect to enforcing their rights under the amounts so applied Loan Documents, in each case to the extent required to be distributed ratably among reimbursed by the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed Borrower pursuant to them on the date of any such distributionSection 10.2; and EIGHTHFOURTH, to the payment of all accrued fees and interest payable to the Lenders under this Agreement; FIFTH, to the payment of principal on the Loans; SIXTH, to any other Obligations not otherwise referred to in this Section 2.12(b); and SEVENTH, upon satisfaction in full of all Obligations, to the applicable Credit Parties, their successors Party or assigns, or as a court of competent jurisdiction such other Person who may otherwise directbe lawfully entitled thereto.

Appears in 1 contract

Sources: Credit Agreement (Vulcan Materials CO)

Application of Payments. Prior Except with respect to an Event the Second Amendment Principal Prepayment and the Second Amendment Interest Payment, any payment of Defaultany Note made pursuant to Sections 2.8, all payments made hereunder 2.9 or 2.10 shall be applied by as follows: (a) first, to payment or reimbursement of that portion of the Administrative Agent as directed by the BorrowerObligations constituting fees, but subject expenses and indemnities payable to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Documentsuch; (b) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowingssecond, pro rata to the Lenders; FOURTH, to the payment or reimbursement of any then due and owing other amounts (including fees and expenses) constituting part that portion of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (constituting fees, expenses and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts indemnities payable to the Lenders Holders and the other Indemnitees listed under this Credit AgreementSection 10.3 under the Note Documents; (c) third, pro rata to payment of accrued Interest (including interest at the LendersDefault Rate, if any) on the Notes; (d) fourth, pro rata to pay the Make-Whole Amount, Repayment Fee or other amount due and payable pursuant to Section 2.12(g), if any, on the Notes (including, for the avoidance of doubt, any Make-Whole Amount, any Repayment Fee or other amount due and payable pursuant to Section 2.12(g) resulting from the prepayment of principal under clause fifth below); (e) fifth, pro rata to payment of principal outstanding on the Notes which have not yet been reimbursed by or on behalf of the Issuer at such time; (f) sixth, pro rata to any other Obligations; FIFTHand (g) seventh, any excess, after all of the Obligations shall have been indefeasibly paid in full in cash, shall be paid to the payment of all accrued interest constituting part of Issuer or as otherwise required by any Governmental Requirement. Notwithstanding the Non-Credit Party Obligations foregoing or anything to the contrary, (i) the amounts so Second Amendment Principal Prepayment shall be applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata solely in accordance with clause (e) above without regard to any other provision in this Section 2.11 and (ii) the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so Second Amendment Interest Payment shall be applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata solely in accordance with the principal amounts of the Non-Credit Party Obligations owed clause (c) above without regard to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata provision in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directthis Section 2.11.

Appears in 1 contract

Sources: Note Purchase Agreement (Silverbow Resources, Inc.)

Application of Payments. Prior to an Event of Default, all All payments made hereunder or to be made upon any Obligations shall be payable in Dollars and in immediately available funds. Except as otherwise expressly provided in this Agreement, the Notes or any other Loan Document, if at any time insufficient funds are received by and available to the Administrative Agent to pay in full all amounts of principal, interest and fees then due pursuant to this Agreement or the Notes (as the case may be), such funds shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRSTfollows: (i) first, to the payment expenses and costs of all costs and expenses collection, if any, incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured ObligationsLoans, including including, but not limited to, all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Loan Document on behalf of any Credit Party the Borrowers and any other reasonable costs or expenses incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder hereunder, until paid in full; (ii) second, to fees and late charges owing to the Administrative Agent pursuant to this Agreement or under any other Credit Loan Document; SECOND, and then to fees and late charges owing to the Lenders (ratably in accordance with each Lenders' Percentage) pursuant to this Agreement or any other Loan Document, until paid in full; (iii) third, to accrued and unpaid interest (applied first to the Swing Line Facility and then pro rata (ratably in accordance with each Lenders' Percentages) to the Revolving Facility and the Term Facility) owing to the Lenders, until paid in full; (iv) fourth, to the payment of all accrued interest constituting part outstanding principal amount of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied first to be distributed ratably among the Lenders Swing Line Outstandings (and to the extent applicable to Hedging Arrangementsif any), the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) then pro rata (ratably in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, Lenders' Percentages) to the payment of any then due unpaid and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the outstanding principal amount of the outstanding BorrowingsRevolving Facility, the Term Facility, the Multi-Currency Line of Credit Permitted Financial Products and all Hedging Obligations owing to the Administrative Agent, a Lender or any of their respective Affiliates, and then pro rata to the Lenders; FOURTH, to the payment of any then due and all other Permitted Financial Product Obligations) owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lendersuntil paid in full; FIFTHand (v) fifth, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directPerson lawfully entitled thereto.

Appears in 1 contract

Sources: Business Loan and Security Agreement (ICF International, Inc.)

Application of Payments. Prior All payments and other amounts received by ----------------------- Agent from Borrower shall be credited to the Loan Account and distributed by the Agent as provided in Section 2.9; provided, however, that if an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 Default has occurred and Section 2.12. During the existence of an Event of Defaultis continuing, all payments and collections other amounts received by the Administrative Agent shall be distributed and applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment ----- of all costs any Fees, Expenses or other Obligations due and expenses incurred by the Administrative payable to Agent (solely in its capacity as such hereunder or Agent and not as Lender) under any other Credit Document) in connection with this Agreement or any of the Secured ObligationsCredit Documents, including all court costs Agent Advances and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document amounts advanced by Agent on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit DocumentLenders; SECOND, to the payment of all accrued interest constituting part any Fees, Expenses or other Obligations ------ due and payable to the Issuing Bank under any of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution)Documents; THIRD, to ----- the ratable payment of any then Fees, Expenses, Prepayment Premium, if applicable, or other Obligations due and owing principal constituting part payable to the Lenders under any of the Secured Obligations Credit Documents other than Non-Credit Party those Obligations (the amounts so applied specifically referred to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lendersthis Section; FOURTH, to the ratable payment of any then interest due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the LendersLoans; FIFTH, to the ------ ----- ratable payment of all accrued interest constituting part principal due on the Loans and outstanding Letter of Credit Obligations; and, SIXTH, any remainder, to Borrower or such other Person or ----- Person(s) legally entitled thereto. Any such ratable payment on account of outstanding Letter of Credit Obligations pursuant to the preceding clause FIFTH ----- shall be held by Agent in a cash collateral account to secure each Letter of Credit then outstanding until the amount on deposit in such cash collateral account is equal to 110% of the Non-Credit Party Obligations (the amounts greatest amount drawable under all such Letters of Credit, and any such amount so held by Agent shall be applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata procedures set forth in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directSection 2.6.2(a).

Appears in 1 contract

Sources: Credit Agreement (Mikohn Gaming Corp)

Application of Payments. Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 2.3 and Section 2.122.10. During the existence of an Event of Default, subject to the Intercreditor Agreement, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 2.10 and otherwise in the following order: FIRST, to the payment of all documented out-of-pocket costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or and pursuant to the terms of any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counselCredit Document, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued and unpaid interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service ProvidersLenders or their Affiliates that is owed such obligations) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service ProvidersLenders or their Affiliates that is owed such obligations) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service ProvidersLenders or its Affiliate that is owed such obligations) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative NY\6260051.12 Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; and FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

Appears in 1 contract

Sources: Credit Agreement (Hi-Crush Partners LP)

Application of Payments. Prior All amounts paid to or received by Lender in respect of the monetary Obligations, from whatever source (whether from any Borrower or any other Loan Party pursuant to such other Loan Party’s guaranty of the Obligations, any realization upon any Collateral, or otherwise) shall, unless otherwise directed by Borrowing Agent with respect to any particular payment (unless an Event of DefaultDefault shall then be continuing, all payments made hereunder in which event Lender may disregard Borrowing Agent’s direction), be applied by Lender to the Obligations in such order as Lender may elect, and absent such election shall be applied as follows: (a) FIRST, to reimburse Lender for all out-of-pocket costs and expenses, and all indemnified losses, incurred by the Administrative Agent as directed by the Borrower, but subject ▇▇▇▇▇▇ which are reimbursable to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations Lender in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or and/or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; Loan Documents, (b) SECOND, to the payment of all any accrued but unpaid interest constituting part of the Secured Obligations other than Non-Credit Party Obligations on any Protective Advances, (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersc) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment outstanding principal of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations Protective Advances, (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersd) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and accrued but unpaid fees owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders Lender under this Credit Agreement, pro rata to the Lenders; Agreement and/or any other Loan Documents, (e) FIFTH, to the payment of all any unpaid accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; Obligations, (f) SIXTH, to the payment of any then due and owing outstanding principal constituting part of the Non-Obligations, and, to the extent required by this Agreement, to cash collateralize the Letter of Credit Party Obligations Balance, and (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providersg) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due other outstanding Obligations; and owing other amounts (including fees and expenses) constituting part after payment in full in cash of all of the Non-Credit Party outstanding monetary Obligations, any further amounts paid to or received by Lender in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts so applied will be credited to be distributed ratably among the Swap Counterparties Loan Account and the Banking Service ProvidersCollateral balances to which they relate upon ▇▇▇▇▇▇’s receipt of an advice from ▇▇▇▇▇▇’s Bank (set forth in Section 5 of Schedule A) pro rata that such items have been credited to ▇▇▇▇▇▇’s account at ▇▇▇▇▇▇’s Bank (or upon ▇▇▇▇▇▇’s deposit thereof at Lender’s Bank in accordance with such amounts owed the case of payments received by Lender in kind), in each case subject to them final payment and collection. However, for purposes of computing interest on the date Obligations, such items shall be deemed applied by Lender three (3) Business Days after ▇▇▇▇▇▇’s receipt of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directdeposit.

Appears in 1 contract

Sources: Loan and Security Agreement (Sifco Industries Inc)

Application of Payments. Prior In the event of any mandatory prepayment of Loans made at a time when Loans of more than one Class remain outstanding, the Borrower shall select Loans to an Event be prepaid so that the aggregate amount of Defaultsuch prepayment is allocated between the Term Loans and, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms extent provided in the Incremental Facility Amendment for any Class of this AgreementIncremental Term Loans, including the application Loans of prepayments according to Section 2.5 such Class, pro rata based on the aggregate principal amount of outstanding Loans of each such Class. Notwithstanding the foregoing, after the occurrence and Section 2.12. During during the existence continuance of an Event of Default, all payments and collections received the Collateral Agent shall, if directed in writing by the Administrative Agent shall be applied to the Secured Required Lenders, apply payments in respect of any Obligations in accordance with Section 2.12 4.03(b), and otherwise apply prepayments required under Section 2.05(c) in the following order: FIRST, manner set forth in Section 4.03(b). Notwithstanding anything herein to the payment contrary, if at the time of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any required prepayment of the Loans pursuant to Section 2.05(c)(i), Section 2.05(c)(ii) or Section 2.05(c)(iv), the Borrower has outstanding any Incremental Equivalent Indebtedness (which term, solely for purposes of this Section 2.5(d), shall include the Senior Secured ObligationsNotes) that is secured on a pari passu basis (but without regard to control of remedies) with the Obligations that, including all court costs by its terms, requires the Borrower to offer to the holders thereof to repurchase or prepay such Incremental Equivalent Indebtedness with the Net Cash Proceeds or, in the case of Section 2.05(c)(i), other cash amounts that would otherwise be required to so prepay the Loans (such Incremental Equivalent Indebtedness required to be offered to be so repurchased or prepaid, “"Other Applicable Indebtedness”"), then the Borrower may apply such Net Cash Proceeds or such other cash amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds or other cash amounts allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds or other cash amounts required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the fees and expenses remaining amount, if any, of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder such Net Cash Proceeds or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, cash amounts shall be allocated to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata Loans in accordance with the amounts terms hereof) to the prepayment of the Secured Obligations owed Loans and to them on the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would otherwise have been required pursuant to Section 2.05(c)(i), Section 2.05(c)(ii) or Section 2.05(c)(iv), as applicable, shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within three Business Days after the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so rejection) be applied to be distributed ratably among prepay the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata Loans in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directterms hereof.

Appears in 1 contract

Sources: First Lien Credit Agreement (Gannett Co., Inc.)

Application of Payments. Prior to Notwithstanding any contrary provision contained in this Agreement or in any of the other Financing Agreements, after the occurrence of a Default or an Event of Default, all payments made hereunder shall be applied by Default the Administrative Agent as directed by Borrower irrevocably waives the Borrower, but subject right to the terms of this Agreement, including direct the application of prepayments according to Section 2.5 any and Section 2.12. During the existence of an Event of Default, all payments and collections at any time or times hereafter received by the Administrative Agent or any Lender from the Borrower or with respect to any of the Collateral, and the Borrower does hereby irrevocably agree that any and all payments and proceeds so received shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following ordermanner: FIRSTFirst, to the payment of all costs fees, costs, expenses and expenses incurred by the indemnities of Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligationssuch), including all court costs and the reasonable attorneys’ fees and expenses costs of its agents and legal counselAdministrative Agent, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs Liabilities owing to Administrative Agent in respect of sums advanced by Administrative Agent to preserve the Collateral or expenses incurred to preserve its security interest in connection with the exercise of any right Collateral (or remedy hereunder or under any other Credit Documentcollateral provided pursuant to any other Financing Agreement); SECONDSecond, to payment of that portion of the Liabilities constituting fees, costs, expenses and indemnities of Administrative Agent; Third, to payment of that portion of the Liabilities constituting fees, costs, expenses and indemnities of the Lenders as provided herein, ratably among them in proportion to the respective amounts described in this clause Third payable to them; Fourth, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (Liabilities consisting of accrued and unpaid interest owing to the amounts so applied to be distributed Lenders, ratably among the Lenders (and in proportion to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata respective amounts described in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts this clause Fourth payable to the Lenders under this Credit Agreement, pro rata to the Lendersthem; FIFTHFifth, to the payment of all accrued interest constituting part Liabilities consisting of principal owing to the Non-Credit Party Obligations (the amounts so applied to be distributed Lenders, ratably among them in proportion to the Swap Counterparties and the Banking Service Providers) pro rata respective amounts described in accordance with the amounts of the Non-Credit Party Obligations owed this clause Fifth payable to them on the date of any such distributionthem; SIXTHSixth, to the payment of any then due and owing principal constituting part of the Non-Credit Party all Bank Product Obligations (including with respect to any Hedging Agreement) owing to the amounts so applied to be distributed applicable Lenders or their Affiliates, ratably among such Lenders and their Affiliates in proportion to the Swap Counterparties and the Banking Service Providers) pro rata respective amounts described in accordance with the principal amounts of the Non-Credit Party Obligations owed this clause Sixth payable to them on the date of any such distributionthem; SEVENTHSeventh, to the payment of all other Liabilities owing to the Lenders; and Last, the payment of any then due remaining proceeds, if any, to whomever may be lawfully entitled to receive such amounts, including, if applicable, Borrower. All amounts owing under this Agreement in respect of Liabilities including fees, interest, default interest, interest on interest, expense reimbursements and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to indemnities, shall be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts owed to them on the date of is allowed or allowable in any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directinsolvency proceeding.

Appears in 1 contract

Sources: Revolving Loan and Security Agreement (Diversicare Healthcare Services, Inc.)

Application of Payments. Prior to an (i) Unless otherwise specified in Section 2.07 hereof and so long as no Event of DefaultDefault shall have occurred and be continuing at such time under any of the Collective Facilities (in which case, the provisions of Section 2.10(e)(ii) shall apply), whenever any payment received by the Administrative Agent under this Agreement is insufficient to pay in full all payments made hereunder amounts then due and payable under this Agreement and the Notes, such payment shall be distributed and applied by the Administrative Agent as directed by and the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise Banks in the following order: FIRSTfirst, to the payment of all costs fees and expenses incurred by due and payable to the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) and in connection with this Agreement or any of the Secured Obligations, including all court costs other Credit Document and the payment of fees and expenses of its agents due and legal counselpayable to each Issuing Bank and each Bank under Section 11.04, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred ratably among such Persons in connection accordance with the exercise aggregate amount of any right or remedy hereunder or under any other Credit Documentsuch payments owed to each such Person; SECONDsecond, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed expenses due and payable under Section 2.11(c), ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata Banks in accordance with the amounts aggregate amount of the Secured Obligations such payments owed to them on the date of any each such distribution)Bank; THIRDthird, to the payment of any then fees due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied payable to be distributed each Issuing Bank pursuant to Section 2.03(b), ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata Banks in accordance with the principal amounts aggregate amount of the Secured Obligations such payments owed to them on the date of any each such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the LendersBank; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTHfourth, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed other fees due and payable under Section 2.03, ratably among the Swap Counterparties and the Banking Service Providers) pro rata Banks in accordance with the amounts aggregate amount of the Non-Credit Party Obligations such payments owed to them on the date of any each such distributionBank; SIXTHfifth, to the payment of any then due and owing principal constituting part the interest accrued on all of the Non-Notes and the interest accrued on Letter of Credit Party Obligations (the amounts so applied to be distributed Obligations, ratably among the Swap Counterparties Banks in accordance with their respective Pro Rata Shares; and the Banking Service Providers) pro rata sixth, ratably among such Persons in accordance with the principal amounts aggregate amount of such payments owed to each such Person, (a) to the payment of the Non-principal amount of outstanding Revolving Facility Advances and Letter of Credit Party Obligations owed Obligations, regardless of whether any such amount is then due and payable, and thereafter if there are funds remaining, then (b) to them on the date payment of (1) the principal amount of outstanding TL Facility Advances, regardless of whether any such amount is then due and payable and (2) breakage, termination or other amounts owing in respect of any Swap Contract between the Borrower and any Swap Bank to the extent such distribution; SEVENTHSwap Contract is permitted hereunder. (ii) For the purposes of this Section 2.10(e)(ii), each capitalized term shall have the meaning given thereto on a collective basis by the loan documentation for the Collective Facilities. Unless otherwise specified in Section 2.07 hereof, whenever any payment received by the Administrative Agent under the Collective Facilities, which does not specify to which of the Collective Facilities it should be applied, and which is not specifically allocated by any other provision of this Agreement, is insufficient to pay in full all amounts then due and payable with respect to the Collective Facilities or if any payment is received by the Administrative Agent when an Event of Default under any of the Collective Facilities shall have occurred and be continuing, such payment shall be distributed and applied by the Administrative Agent and the Banks in the following order: first, to the payment of fees and expenses due and payable to the Administrative Agent under and in connection with this Agreement, the 2021 Term Loan Agreement or any other Credit Document and the payment of fees and expenses due and payable to each Issuing Bank and each Bank, ratably among such Persons in accordance with the aggregate amount of such payments owed to each such Person; second, to the payment of all expenses due and payable under Section 2.11(c) hereof and under Section 2.11(c) of the 2021 Term Loan Agreement, ratably among the Banks in accordance with the aggregate amount of such payments owed to each such Bank; third, to the payment of fees due and payable to each Issuing Bank pursuant to Section 2.03(b), ratably among the Banks in accordance with the aggregate amount of such payments owed to each such Bank; fourth, to the payment of all other fees due and payable under Section 2.03 hereof and under Section 2.03 of the 2021 Term Loan Agreement, ratably among the Banks in accordance with the aggregate amount of such payments owed to each such Bank; fifth, to the payment of the interest accrued on all of the Notes, and the interest accrued on Letter of Credit Obligations, ratably among the Banks in accordance with their respective Pro Rata Shares; sixth, if no Event of Default shall have occurred and be continuing at such time, then, ratably among such Persons in accordance with the aggregate amount of such payments owed to each such Person, (a) to the payment of the principal amount of outstanding Revolving Facility Advances and Letter of Credit Obligations, regardless of whether any such amount is then due and owing payable, and thereafter if there are funds remaining, then (b) to the payment of (1) the principal amount of outstanding TL Facility Advances, regardless of whether any such amount is then due and payable, (2) the principal amount of outstanding Advances under the 2021 Term Loan Agreement, regardless of whether any such amount is then due and payable, and (3) breakage, termination or other amounts (including fees owing in respect of any Swap Contract between the Borrower and expenses) constituting part any Swap Bank to the extent such Swap Contract is permitted hereunder; and seventh, if an Event of Default under any of the Non-Credit Party Obligations (the amounts so applied to Collective Facilities shall have occurred and be distributed continuing at such time, then, ratably among the Swap Counterparties and the Banking Service Providers) pro rata such Persons in accordance with the aggregate amount of such amounts payments owed to them on each such Person to the date payment of (a) the principal amount of outstanding Revolving Facility Advances and Letter of Credit Obligations, regardless of whether any such amount is then due and payable, (b) the principal amount of outstanding TL Facility Advances, regardless of whether any such amount is then due and payable, (c) the principal amount of outstanding Advances under the 2021 TL Facility, regardless of whether any such amount is then due and payable, and (d) breakage, termination or other amounts owing in respect of any such distribution; Swap Contract between the Borrower and EIGHTH, any Swap Bank to the Credit Partiesextent such Swap Contract is permitted hereunder. (iii) Notwithstanding anything in this Agreement to the contrary, their successors or assignseach of Sections 2.07(c), or 2.10(e)(ii) and this Section 2.10(e)(iii) shall inure to the benefit of each Bank (as such term is defined in the 2021 Term Loan Agreement) as a court third party beneficiary. Notwithstanding any provision herein or in any other Credit Document to the contrary, none of competent jurisdiction Sections 2.07(c), 2.10(e)(ii) or this Section 2.10(e)(iii), nor the applicable defined terms used in such Sections may otherwise directbe amended or waived without the written consent of the Required Lenders (as such term is defined in the 2021 Term Loan Agreement).

Appears in 1 contract

Sources: Senior Unsecured Credit Agreement (LaSalle Hotel Properties)

Application of Payments. Prior All amounts paid to or received by Lender in respect of the monetary Obligations, from whatever source (whether from Borrower or any other Loan Party Obligor pursuant to such other Loan Party Obligor’s guaranty of the Obligations, any realization upon any Collateral, or otherwise) shall, unless otherwise directed by Borrower with respect to any particular payment (unless an Event of DefaultDefault shall then be continuing, all payments made hereunder in which event Lender may disregard Borrower’s direction), be applied by Lender to the Obligations in such order as Lender may elect, and absent such election shall be applied as follows: (i) FIRST, to reimburse Lender for all out-of-pocket costs and expenses, and all indemnified losses, incurred by the Administrative Agent as directed by the Borrower, but subject Lender which are reimbursable to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations Lender in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or and/or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; Loan Documents, (ii) SECOND, to the payment of all any accrued but unpaid interest constituting part of the Secured Obligations other than Non-Credit Party Obligations on any Protective Advances, (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiii) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment outstanding principal of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations Protective Advances, (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiv) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and accrued but unpaid fees owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders Lender under this Credit Agreement, pro rata to the Lenders; Agreement and/or any other Loan Documents, (v) FIFTH, to the payment of all any unpaid accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; Obligations, (vi) SIXTH, to the payment of any then due and owing outstanding principal constituting part of the Non-Revolving Loans, and, to the extent required by this Agreement, to cash collateralize the Letter of Credit Party Obligations Balance, and (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providersvii) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due other outstanding Obligations; and owing other amounts (including fees and expenses) constituting part after payment in full in cash of all of the Non-Credit Party outstanding monetary Obligations, any further amounts paid to or received by Lender in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrower or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts so applied will be credited to be distributed ratably among the Swap Counterparties Loan Account and the Banking Service ProvidersCollateral balances to which they relate upon Lender’s receipt of an advice from Lender’s Bank (set forth in Section 6 of Schedule A) pro rata that such items have been credited to Lender’s account at Lender’s Bank (or upon Lender’s deposit thereof at Lender’s Bank in accordance with such amounts owed the case of payments received by Lender in kind), in each case subject to them final payment and collection. However, for purposes of computing interest on the date Obligations, such items shall be deemed applied by Lender three (3) Business Days after Lender’s receipt of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court advice of competent jurisdiction may otherwise directdeposit thereof at Lender’s Bank.

Appears in 1 contract

Sources: Loan and Security Agreement (Id Systems Inc)

Application of Payments. Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject Anything contained herein to the terms of this Agreementcontrary notwithstanding (including, including the application of prepayments according to without limitation, Section 2.5 and Section 2.12. During the existence of an Event of Default1.9(b) hereof), all payments and collections received in respect of the Obligations by the Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Revolving Credit Commitments as a result of an Event of Default shall be applied remitted to the Secured Obligations in accordance with Section 2.12 Administrative Agent and otherwise in the following order: FIRSTdistributed as follows: (a) first, to the payment of all any outstanding costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder protecting, preserving or enforcing rights under the Credit Documents, and in any other Credit Document) in connection with this Agreement or any of the Secured Obligations, event including all court costs and the fees and expenses of its agents and legal counsel, a character which the repayment of all advances made Borrower has agreed to pay the Administrative Agent under Section 8.7 hereof (such funds to be retained by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party for its own account unless it has previously been reimbursed for such costs and any other costs or expenses incurred by the Lenders, in connection with which event such amounts shall be remitted to the exercise of any right or remedy hereunder or under any other Credit DocumentLenders to reimburse them for payments theretofore made to the Administrative Agent); SECOND(b) second, to the payment of all accrued interest constituting part any outstanding costs and expenses incurred by any Lender that the Borrower has agreed to pay under Section 8.7 hereof; (c) third, to the payment of the Secured Obligations other than Non-Swingline Loans, both for principal and accrued but unpaid interest; (d) fourth, to the payment of any outstanding interest and fees due under the Credit Party Obligations (the amounts so applied Documents to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) allocated pro rata in accordance with the aggregate unpaid amounts of the Secured Obligations owed owing to them on the date of any such distribution)each holder thereof; THIRD(e) fifth, to the payment of any then due and owing principal constituting part of on the Secured Obligations Loans (other than Non-Credit Party Obligations (the Swingline Loans), unpaid Reimbursement Obligations, together with amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions held by the Administrative Agent as collateral security for any outstanding L/C Obligations pursuant to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts Section 8.4 hereof (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by until the Administrative Agent to pay such amounts payable is holding an amount of cash equal to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment then outstanding amount of all accrued interest constituting part of such L/C Obligations), the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.aggregate amount paid

Appears in 1 contract

Sources: Credit Agreement (Jones Lang Lasalle Inc)

Application of Payments. Prior to an Event All principal and interest payments or proceeds of Default, all payments made hereunder Collateral received in the Lender Account shall be applied by the Administrative Agent as directed by Agent, without duplication, in the Borrowerfollowing order: (a) First, but subject for application to any overdue interest on the terms of this AgreementAdvances, including among the Lenders, pro rata, in proportion to their then-outstanding Advances, until paid in full; (b) Second, for application of prepayments according to Section 2.5 and Section 2.12. During any accrued interest on the existence Advances, among the Lenders, pro rata, in proportion to their then-outstanding Advances, until paid in full; (c) Third, during the continuance of an Event of Default, all payments for application to any Inspection Fees due and collections received by the Administrative Agent shall be applied payable to the Secured Obligations Collateral Representative under Section 6.4(b) hereof, until paid in accordance with Section 2.12 and otherwise in the following order: FIRSTfull; (d) Fourth, for application to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under the Loan Documents, among the Lenders, according to their Pro Rata Shares, until paid in full, provided that Inspection Fees shall be excluded from the scope of this Credit Agreementclause (d) and the Collateral Administrative Fee shall only be included within the scope of this clause (d) during the continuance of an Event of Default; (e) Fifth, pro rata for application to any expenses, reimbursements, indemnities and other similar amounts then due and payable to the Lenders; FIFTHLenders under the Loan Documents, among the Lenders according to their respective claims, until paid in full; (f) Sixth, for application to any unpaid principal balance of all Advances made with respect to Swing Line Commitments to the payment Lead Lender, until paid in full; (g) Seventh, solely after all Advances made with respect to Swing Line Commitments have been paid in full, pari passu for application to (1) any unpaid principal balance of all accrued interest constituting part of other Advances, according to each Lender’s Base Pro Rata Share, until paid in full, and (2) any outstanding Obligations to any Lender or any Lender Affiliate under any Swap Agreement provided by such Lender or such Lender Affiliate in connection with the Non-Credit Party Inventory Facility; then (h) Eighth, ratably to pay any Obligations (owed to Defaulting Lenders. Notwithstanding anything set forth in this Section 4.3 to the amounts so applied contrary, if the Borrowers shall withhold from any payment due to be distributed ratably among the Swap Counterparties a Lender hereunder an amount for taxes pursuant to and the Banking Service Providers) pro rata in accordance with the amounts terms of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTHSection 4.1(a) hereof, to the payment of any then due and owing principal constituting part of to such Lender shall be reduced by the Non-Credit Party Obligations (the amounts amount so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directwithheld.

Appears in 1 contract

Sources: Loan and Security Agreement (DT Acceptance Corp)

Application of Payments. Prior Any payments received at any time by ----------------------- Seller or Buyer from any Governmental Body, from any insurer under insurance maintained by Buyer pursuant to this Agreement or from any other Person (other than from an insurer under insurance maintained by Seller) with respect to an Event of DefaultLoss will be applied as follows: (a) if such payments are received with respect to an Event of Loss of the Airframe, the amount of such payments up to the Stipulated Loss Value required to be paid by Buyer pursuant to Section 13.1 and any other amounts ------------ payable to Seller under the Operative Documents (including without limitation, all payments made hereunder installments to the extent actually paid) shall be applied in reduction of Buyer's obligation to pay such Stipulated Loss Value and other amounts if not already paid to Seller by the Administrative Agent as directed Buyer or, if already paid to Seller by the BorrowerBuyer, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to reimburse Buyer for its payment of such Stipulated Loss Value, and any balance of such payments shall be paid over to or retained by Buyer; and (b) if such payments are received with respect to an Event of Loss of an Engine without an Event of Loss of the Secured Obligations Airframe, such payments shall be paid at Seller's option (i) by Seller to Buyer to reimburse Buyer for its costs in accordance with performing its replacement obligations pursuant to Section 2.12 and otherwise in the following order: FIRST13.2, or (ii) ------------ directly to the payment of all costs and expenses incurred by third-party maintenance facility performing the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, repairs to the payment Engine that has suffered the Event of all accrued interest constituting part Loss, upon which in each case Buyer shall immediately thereafter perform the terms of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and Section 13.2 with respect to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts ------------ Event of the Secured Obligations owed to them on the date of any Loss for which such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directpayments are made.

Appears in 1 contract

Sources: Aircraft Conditional Sale Agreement (Airfund International Limited Partnership)

Application of Payments. Prior (i) Subject to an Event the provisions of DefaultSECTIONS 3.01 AND 3.02(b)(ii), all payments made hereunder of principal and interest in respect of outstanding Loans, all payments of fees and all other payments in respect of any other Obligations, shall be applied by FIRST, to pay all Obligations then due and payable and SECOND, as the Administrative Agent as directed Borrower so designates. Unless otherwise designated by the Borrower, but subject all principal payments in respect of Loans shall be applied FIRST, to the terms of this Agreementoutstanding Revolving Loans, including and SECOND, to the application of prepayments according to Section 2.5 and Section 2.12. During outstanding Term Loan. (ii) After the existence occurrence of an Event of DefaultDefault and while the same is continuing, the Lender shall apply all payments in respect of any Obligations and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise 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 payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs Lender and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; Issuing Banks; (B) SECOND, to the payment pay principal of all accrued and interest constituting part on Letter of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and or, to the extent applicable such Obligations are contingent and the Lender deems it appropriate in its sole discretion under the circumstances, deposited in an account maintained by the Lender to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services provide cash collateral in respect of such Obligations, the Banking Service Providers); (C) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then pay interest due and owing principal constituting part in respect of the Secured Obligations other than Non-Credit Party Obligations Loans; (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service ProvidersD) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment or prepayment of any then due and owing other amounts principal outstanding on Loans in such order as the Lender may determine in its sole discretion; and (including fees and expensesE) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part other Obligations. (iii) The Lender, in its sole discretion subject only to the terms of this SECTION 3.02(b)(iii), may pay from the proceeds of Revolving Loans made to the Borrower hereunder, whether made following a request by the Borrower pursuant to SECTION 2.02 or a deemed request as provided in this SECTION 3.02(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to SECTION 11.01. No Revolving Loan shall be made pursuant to this SECTION 3.02(b)(iii) for the purpose of paying fees or reimbursements for expenses unless and until the Lender has sent to the Borrower at least five (5) days prior to the making of the Non-Credit Party Revolving Loan a statement describing the fees and expenses. The Borrower hereby irrevocably authorizes the Lender to make Revolving Loans upon notice from the Lender as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations (and fees due from the Borrower, reimbursing expenses pursuant to SECTION 11.01 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Revolving Loans so applied made shall be deemed to be distributed ratably among have been requested by it pursuant to SECTION 2.02 as of the Swap Counterparties date of the aforementioned notice. The Lender shall promptly notify the Borrower of the amount and Revolving Loan Funding Date of the Banking Service Providers) pro rata proposed Borrowing and that such Borrowing is being requested on the Borrower's behalf pursuant to this SECTION 3.02(b)(iii). On the proposed Revolving Loan Funding Date, the Lender shall make the requested Loans in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, procedures and subject to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata conditions specified in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directSECTION 2.02.

Appears in 1 contract

Sources: Credit Agreement (Kaynar Holdings Inc)

Application of Payments. Prior Payments distributed to an Event of Default, all payments made hereunder each Lender pursuant to Section 2.14(a) above shall in each case be applied by the Administrative Agent as directed by the Borrower, but subject to such Lender in accordance with the terms of this Agreement, including . Prior to the application of prepayments according to Section 2.5 and Section 2.12. During the existence occurrence of an Event of Default, all payments and collections funds received by the Administrative Agent under this Section 2.14 shall be applied to the Secured Loans and/or other Obligations of the Borrower to the Agent and the Lenders under this Agreement all in accordance such order and method of application as may be elected by the Agent, in its sole discretion; provided, that the Agent will use its reasonable best efforts to avoid applications that would cause early prepayment of a LIBOR Rate Loan prior to the expiration of the applicable Interest Period, provided, further, that if, as of the date of application of any such payments and after giving effect to such payments, there is a positive Availability with respect to the revolving Credit Loans and there are excess funds in the Cash Concentration Account, then the Agent will notify the Borrower of such excess funds and the Borrower will have one (1) Business Day to instruct the Agent, in writing, to apply such excess funds to (i) subject to Section 2.12 13.4, the repayment of LIBOR Loans, (ii) maintain such excess funds in the Cash Concentration Account or (iii) transfer such excess funds to the Operating Account. Any notification by the Borrower under this Section 2.14(c) shall be irrevocable. Upon the occurrence and continuation of an Event of Default, all funds received by the Agent hereunder shall, except as otherwise provided in Section 5.2, be applied in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDfirst, to the payment of any then Fees, Related Expenses or other Obligations due and owing principal constituting part payable by the Borrower to the Agent hereunder or under any of the Secured Obligations other than Non-Loan Documents, including advances of Revolving Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions Loans by the Administrative Agent pursuant to pay Section 2.4 and any other amounts advanced by the principal amount Agent on behalf of the outstanding Borrowings, pro rata to the Lenders; FOURTHsecond, to the payment of any then Fees, Related Expenses or other Obligations due and owing other amounts (including fees and expenses) constituting part payable by the Borrower to the Letter of Credit Bank hereunder or under any of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and Loan Documents; third, to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date ratable payment of any such distribution)Fees, Related Expenses or other Obligations due and when applied to make distributions payable by the Administrative Agent to pay such amounts payable Borrower to the Lenders hereunder or under any of the Loan Documents other than those Obligations specifically referred to in this Credit Agreement, pro rata to the LendersSection 2.14; FIFTHfourth, to the ratable payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them due on the date of any such distributionRevolving Credit Loans made to the Borrower; SIXTHand fifth, to the ratable payment of any then principal due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, Revolving Credit Loans made to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directBorrower.

Appears in 1 contract

Sources: Credit and Security Agreement (Diy Home Warehouse Inc)

Application of Payments. (a) Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 occurrence and Section 2.12. During the existence continuance of an Event of Default, all payments and collections amounts received by the Administrative Agent from the Borrower (other than payments specifically earmarked for application to certain principal, interest, fees or expenses hereunder or to the payment of Bank Product Obligations as and when the same are due, which shall in each case be applied as earmarked), shall be applied to distributed by the Secured Obligations in accordance with Section 2.12 and otherwise Administrative Agent in the following orderorder of priority: FIRST, to the payment of all out-of-pocket costs and expenses incurred by (including, without limitation, reasonable attorneys’ fees) of the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any respect to enforcing the rights of the Secured ObligationsLenders under the Loan Documents, including all court costs and to the fees and expenses payment of its agents and legal counsel, the repayment of all advances made by the Administrative principal on any Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit DocumentAdvances; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and any fees owed to the extent applicable to Hedging ArrangementsAdministrative Agent, the Swap Counterparties and to Issuing Bank or the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of Swing Bank hereunder or under any such distribution)other Loan Document; THIRD, to the payment of any then due all obligations consisting of accrued fees and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied interest payable to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lendershereunder; FOURTH, to the payment of any principal then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them payable on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the LendersSwing Loans; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties principal then due and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them payable on the date of any such distributionRevolving Loans; SIXTH, to the payment of any Bank Product Obligations then due and owing principal constituting part payable; provided, however, that no proceeds realized from any Guaranty or Collateral of the Non-a Credit Party Obligations (the amounts so who is not a Qualified ECP Guarantor shall be applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts payment of the Non-Credit Party Hedge Obligations owed to them on the date of any such distributionthat constitute Obligations; SEVENTH, to the payment of any all other Obligations not otherwise referred to in this Section 2.11(a) then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distributionpayable; and EIGHTH, upon satisfaction in full of all Obligations, to the applicable Credit Parties, their successors Party or assigns, or as a court of competent jurisdiction such other Person who may otherwise directbe lawfully entitled thereto.

Appears in 1 contract

Sources: Credit Agreement (Installed Building Products, Inc.)

Application of Payments. Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but ratably among Lenders, but such payments are subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.122.11. During the existence of an Event of Default, all payments and collections received by the Administrative Agent in connection with the transactions contemplated hereby shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: order (subject to the terms of the Intercreditor Agreement): FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured 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 Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, Arrangements and the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service ProvidersCounterparties) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service ProvidersCounterparties) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service ProvidersCounterparties) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTHFIFTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Appears in 1 contract

Sources: Term Loan Agreement (Pioneer Energy Services Corp)

Application of Payments. Prior Except with respect to an Event the Second Amendment Principal Prepayment and the Second Amendment Interest Payment, any payment of Defaultany Note made pursuant to Sections 2.8, all payments made hereunder 2.9 or 2.10 shall be applied by as follows: (a) first, to payment or reimbursement of that portion of the Administrative Agent as directed by the BorrowerObligations constituting fees, but subject expenses and indemnities payable to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity capacityAgents in their capacities as such hereunder or under any other Credit Documentsuch; (b) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowingssecond, pro rata to the Lenders; FOURTH, to the payment or reimbursement of any then due and owing other amounts (including fees and expenses) constituting part that portion of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (constituting fees, expenses and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts indemnities payable to the Lenders Holders, the Purchasers and the other Indemnitees listed under this Credit AgreementSection 10.3 under the Note Documents (which amount shall be paid by the Issuer to the applicable Holders, Purchasers and other Indemnitees and the Agent shall have no obligation to monitor or confirm the amount of such payments); (c) third, pro rata to payment of accrued Interest (including interest at the LendersDefault Rate, if any) on the Notes; (d) fourth, pro rata to pay the Make-Whole Amount, Repayment Fee or other amount due and payable pursuant to Section 2.12(gf), if any, on the Notes (including, for the avoidance of doubt, any Make-Whole Amount, any Repayment Fee or other amount due and payable pursuant to Section 2.12(gf) resulting from the prepayment of principal under clause fifth below); (e) fifth, pro rata to payment of principal outstanding on the Notes which have not yet been reimbursed by or on behalf of the Issuer at such time; (f) sixth, pro rata to any other Obligations; FIFTHand (g) seventh, any excess, after all of the Obligations shall have been indefeasibly paid in full in cash, shall be paid to the payment of all accrued interest constituting part of Issuer or as otherwise required by any Governmental Requirement. Notwithstanding the Non-Credit Party Obligations foregoing or anything to the contrary, (i) the amounts so Second Amendment Principal Prepayment shall be applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata solely in accordance with clause (e) above without regard to any other provision in this Section 2.11 and (ii) the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so Second Amendment Interest Payment shall be applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata solely in accordance with the principal amounts of the Non-Credit Party Obligations owed clause (c) above without regard to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata provision in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directthis Section 2.11.

Appears in 1 contract

Sources: Note Purchase Agreement (Silverbow Resources, Inc.)

Application of Payments. Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject Notwithstanding anything to the terms of contrary contained in this Agreement, including upon the application of prepayments according to Section 2.5 occurrence and Section 2.12. During during the existence continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times thereafter received by Agent from or on behalf of any Borrower, and Agent shall have the Administrative Agent continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default until Payment in Full. Notwithstanding anything to the contrary contained in this Agreement, all payments (including the proceeds of any asset disposition or other sale of, or other realization upon, all or any part of the Collateral) received after acceleration of the Obligations shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRSTas follows: (i) first, to the payment of all indemnities and costs and expenses incurred by or owing to Agent with respect to this Agreement, the Administrative Agent other Loan Documents or the Collateral; (in its capacity as such hereunder ii) second, to all indemnities and costs and expenses incurred by or under owing to Lenders with respect to this Agreement, the other Loan Documents or the Collateral; (iii) third, ratably, to accrued and unpaid interest and fees with respect to the Obligations (including any other Credit Document) in connection with this Agreement or any interest which but for the provisions of the Secured ObligationsUnited States Bankruptcy Code, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document would have accrued on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECONDsuch amounts); (iv) fourth, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the Secured Obligations outstanding, to cash collateralize outstanding BorrowingsLetters of Credit (to the extent not otherwise already then cash collateralized in accordance with this Agreement) and to cash collateralize Card Service Obligations (to the extent not otherwise already then cash collateralized in accordance with this Agreement), pro rata to among all such Secured Obligations (based upon the Lendersprincipal amount thereof, the outstanding face amount of such Letters of Credit, or the maximum available amount of such Card Service Obligations, as applicable); FOURTHand (v) fifth, to the payment satisfaction of any then due and owing other amounts (including fees and expenses) constituting part of the outstanding Secured Obligations other than Non-Credit Party Obligations (the amounts so applied until Payment in Full. Any balance remaining shall be delivered to Borrowers or to whomever may be distributed ratably among the Lenders (and lawfully entitled to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with receive such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, balance or as a court of competent jurisdiction may otherwise direct.

Appears in 1 contract

Sources: Loan and Security Agreement (ThredUp Inc.)

Application of Payments. Prior All payments by any Loan Party hereunder shall be applied to an such Obligations as such Loan Party shall specify; provided that, subject to Section 3.13.1(b), during the existence of any Event of Default, all payments made by or on behalf of any Loan Party hereunder shall be applied by the Administrative Agent as directed by the Borrowerfollows, but subject in each case to the terms of this Agreementextent that the applicable payor has liability therefor: (a) First, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured payment of that portion of the Obligations constituting unpaid fees, indemnities, costs, expenses and other amounts (other than principal or interest) payable to any Agent Party in accordance with Section 2.12 and otherwise its capacity as such, ratably among them in proportion to the following order: FIRSTrespective amounts payable pursuant to this clause (a); (b) Second, to the payment of all costs and expenses incurred amounts paid by Lenders to any Agent Party pursuant to Section 11.4.3 (to the Administrative Agent extent Lenders have not previously been reimbursed therefor), ratably among them in proportion to the respective amounts payable pursuant to this clause (in its capacity as such hereunder or under any other Credit Documentb); (c) in connection with this Agreement or any Third, to the payment of that portion of the Secured ObligationsObligations constituting unpaid fees, including all court costs indemnities, costs, expenses and other amounts (other than principal or interest) payable to any Person pursuant to Section 11.4.1, ratably among them in proportion to the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECONDrespective amounts payable pursuant to this clause (c); (d) Fourth, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations amounts paid by Lenders to any Person pursuant to Section 11.4.3 (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging ArrangementsLenders have not previously been reimbursed therefor), the Swap Counterparties and ratably among them in proportion to the extent applicable respective amounts payable pursuant to Banking Services Obligations, the Banking Service Providersthis clause (d); (e) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDFifth, to the payment of any then due and owing principal constituting part that portion of the Secured Obligations other than Non-Credit Party Obligations (constituting accrued and unpaid interest on the amounts so applied to be distributed Loans, ratably among the Lenders (and in proportion to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal respective amounts of the Secured Obligations owed payable to them on the date of any such distributionpursuant to this clause (e), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH; (f) Sixth, to the payment of any then due and owing other amounts (including fees and expenses) constituting part the unpaid principal of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed Loans, ratably among the Lenders (and in proportion to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such respective amounts payable pursuant to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTHclause (f); (g) Seventh, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed remaining unpaid Obligations, ratably among the Swap Counterparties and Credit Parties in proportion to the Banking Service Providersrespective amounts payable pursuant to this clause (g); and (h) pro rata Last, the balance, if any, after payment in accordance with the amounts full of all Obligations of the Non-Credit Party Obligations owed applicable payor, to them on such payor or as otherwise required by Law. Notwithstanding the date above, if General Partner or Prologis makes any payments, or there are recoveries from General Partner or Prologis, during the existence of any Event of Default, then, if so elected by Required Lenders, such distribution; SIXTH, payments or recoveries shall be applied to the payment of any then due and owing principal constituting part of Obligations as directed by Required Lenders; provided that such application shall not affect the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata agreements set forth in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directSection 3.9.

Appears in 1 contract

Sources: Senior Term Loan Agreement (Prologis, L.P.)

Application of Payments. Prior All amounts paid to or received by Agent or any Lender in respect of the monetary Obligations, from whatever source (whether from any Borrower or any other Loan Party pursuant to such other Loan Party’s guaranty of the Obligations, any realization upon any Collateral, or otherwise) shall, unless otherwise directed by Borrowing Agent with respect to any particular payment (unless an Event of DefaultDefault shall then be continuing, all payments made hereunder in which event Agent may disregard Borrowing Agent’s direction), be applied by Agent to the Obligations in such order as Agent may elect, and absent such election shall be applied as follows: (a) FIRST, to reimburse Agent for all fees and out-of-pocket costs and expenses, and all indemnified losses, incurred by the Administrative Agent as directed by the Borrower, but subject which are reimbursable to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or and/or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; Loan Documents, (b) SECOND, to the payment of all any accrued but unpaid interest constituting part of the Secured Obligations other than Non-Credit Party Obligations on any Protective Advances, (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersc) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment outstanding principal of any then due Protective Advances, (d) FOURTH, ratably to reimburse each Lender for all fees and owing principal constituting part out-of-pocket costs and expenses, and all indemnified losses, incurred by each Lender which are reimbursable to such Lender in accordance with this Agreement and/or any of the Secured Obligations other than Non-Credit Party Obligations Loan Documents, (e) FIFTH, ratably to any unpaid accrued interest on the amounts so applied Obligations, (f) SIXTH, ratably to be distributed ratably among the Lenders (and outstanding principal of the Obligations, and, to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions required by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTHthis Agreement, to cash collateralize the payment Letter of any then due and owing other amounts Credit Balance, and (including fees and expensesg) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due other outstanding Obligations; and owing other amounts (including fees and expenses) constituting part after payment in full in cash of all of the Non-Credit Party outstanding monetary Obligations, any further amounts paid to or received by Agent or any Lender in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts so applied will be credited to be distributed ratably among the Swap Counterparties Loan Account and the Banking Service Providers) pro rata in accordance with such amounts owed Collateral balances to them on the date which they relate upon Agent’s receipt of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.an advice from Agent’s Bank (set forth in

Appears in 1 contract

Sources: Loan and Security Agreement (SkyWater Technology, Inc)

Application of Payments. Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections All monies received by the Administrative Agent shall or any of the Lenders from the exercise of any rights and remedies (including the exercise of any rights and remedies following the acceleration of the Obligations pursuant to Section 8.2 or 8.3 or following the total or partial liquidation or dissolution of any Borrower) shall, unless expressly provided for otherwise herein or in the Loan Documents, be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRSTas follows: (a) first, to the payment of all costs and reasonable expenses (to the extent not paid by the Borrowers) actually incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counselAgents, the repayment of all advances made by Issuer or the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred Arranger in connection with the exercise of such rights and remedies, including all out-of-pocket costs and expenses of collection, reasonable attorney's fees and professional fees and court costs, all costs incurred by any right of them directly in carrying out the terms, covenants and agreements contained in any Loan Document, together with interest thereon as provided therein, and all other costs described in Section 10.3; (b) second, to the payment of any outstanding fees due hereunder; (c) third, to the payment of interest accrued on the Loans, ratably to each Lender in accordance with its Percentage; (d) fourth, to (i) the payment of principal on the Loans of the Lenders, (ii) the payment or remedy hereunder depositing of Cash Collateral with respect to the Letter of Credit Liabilities of the Borrowers, in each case ratably to each Lender and/or the Issuer and (iii) the payment of the Borrowers' Hedging Obligations, if any, owing to the Lenders or under any other Credit Document; SECONDtheir Affiliates, in each case ratably to each Lender and Affiliate; (e) fifth, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, ratably in the Banking Service Providers) pro rata in accordance with the amounts of the Secured proportion which such other Obligations owed to them on the date of any Lender Party bears to all such distribution); THIRDother Obligations; (f) sixth, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as unless a court of competent jurisdiction may otherwise direct.decrees otherwise, to CPG for the benefit of the Borrowers. ARTICLE

Appears in 1 contract

Sources: Credit Agreement (Copano Energy, L.L.C.)

Application of Payments. Prior Proceeds of any prepayment made pursuant to an Event of Default, all payments made hereunder Section 3.03(a) or Section 3.03(b) shall be applied by in the Administrative Agent as directed by the Borrowerfollowing order of priority, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be with proceeds being applied to the Secured Obligations succeeding level of priority only if amounts owing pursuant to the immediately preceding level of priority have been paid off in full in cash; provided that all such applications to the Lenders shall be made in accordance with Section 2.12 and otherwise in the following order: FIRSTtheir respective Proportionate Shares: (i) first, to the payment of all costs and expenses incurred by that portion of the Obligations payable to the Administrative Agent (in its capacity as such hereunder or constituting fees, indemnities, costs, expenses, and other amounts then due and owing under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, (including all court costs and the fees and expenses disbursements and other charges of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or counsel payable under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECONDSection 14.03); (ii) second, to the payment of all accrued interest constituting part that portion of the Secured Obligations payable to the Lenders constituting fees (other than Nonthe Early Prepayment Fee and the Make-Credit Party Obligations (the Whole Fee), indemnities, expenses, and other amounts so applied to be distributed then due and owing under this Agreement ratably among the Lenders (and them in proportion to the extent applicable respective amounts described in this clause (ii) payable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersthem; (iii) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDthird, to the payment of any accrued and unpaid interest and any fees then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations owing; (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiv) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTHfourth, to the payment of any then due and owing other amounts (including fees and expenses) constituting part unpaid principal of the Secured Obligations other than Non-Credit Party Obligations Loan; (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersv) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTHfifth, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties Early Prepayment Fee and the Banking Service ProvidersMake-Whole Fee, if applicable; (vi) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTHsixth, to the payment in full of any all other Obligations then due and owing principal constituting part of payable to the Non-Credit Party Obligations (Administrative Agent and the amounts so applied to be distributed Lenders, ratably among them in proportion to the Swap Counterparties and the Banking Service Providersrespective amounts described in this clause (vi) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed payable to them on the date of any such distributionthem; SEVENTHand (vii) seventh, to the payment of any then due and owing Borrower or such other amounts (including fees and expenses) constituting part of Persons as may lawfully be entitled to or directed by the Non-Credit Party Obligations (Borrower to receive the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directremainder.

Appears in 1 contract

Sources: Credit Agreement (Invitae Corp)

Application of Payments. Prior Subsequent to an Event the acceleration of Defaultthe Obligations under Section 7.2 hereof, all payments and prepayments with respect to the Obligations made hereunder shall be applied by to the Administrative Agent as directed by Agent, the BorrowerLenders, but subject to the terms of this AgreementIssuing Bank, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections Swing Line Bank or otherwise received by the Administrative Agent Agent, any Lender, the Issuing Bank or the Swing Line Bank (from realization on Collateral or otherwise, but excluding any funds held in the L/C Cash Collateral Account which shall be applied to, or held to pay, the Secured Obligations Letter of Credit Amount as set forth in accordance with Section 2.12 and otherwise 7.3) shall be distributed in the following orderorder of priority: FIRST, to the payment of all reasonable costs and expenses (including reasonable attorneys' fees and expenses), if any, incurred by the Administrative Agent (Agent, any Lender, the Issuing Bank or the Swing Line Bank in its capacity as the collection of such hereunder or amounts under any other Credit Document) in connection with this Agreement or any of the Secured ObligationsLoan Documents, including all court including, without limitation, any costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise sale or disposition of any right or remedy hereunder or under any other Credit DocumentCollateral; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (then due and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them payable on the date of any such distribution)Swing Line Advances; THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the LendersSwing Line Advances then outstanding; FOURTH, to the payment of any fees then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied payable to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent under this Agreement or any other Loan Document; FIFTH, to pay such amounts any fees then due and payable to the Lenders and the Issuing Banks under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any interest then due and owing principal constituting part of payable on the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties Revolving Advances and the Banking Service Providers) Incremental Term Loan, on a pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distributionbasis; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part principal of the Non-Credit Party Obligations (Revolving Advances and principal of the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) Incremental Term Loan, on a pro rata in accordance with such amounts owed to them on the date of any such distributionbasis; and EIGHTH, to the extent of any Letter of Credit PartiesObligations then outstanding, their successors or assignsto the L/C Cash Collateral Account; and NINTH, or as to any other Obligations not otherwise referred to in this Section, including any obligations owed to a court Foreign Exchange Bank under Foreign Exchange Contracts with a Loan Party." 1.10 AMENDMENT TO SECTION 5.16. Section 5.16 of competent jurisdiction may otherwise direct.the Credit Agreement, REPORTING REQUIREMENTS, is hereby amended by deleting clause (c) in its entirety and substituting the following in lieu thereof:

Appears in 1 contract

Sources: Credit Agreement (Fresh Del Monte Produce Inc)

Application of Payments. Prior All amounts paid to or received by ▇▇▇▇▇▇ in respect of the monetary Obligations, from whatever source (whether from any Borrower or any other Loan Party pursuant to such other Loan Party’s guaranty of the Obligations, any realization upon any Collateral, or otherwise) shall, unless otherwise directed by Borrowing Agent with respect to any particular payment (unless an Event of DefaultDefault shall then be continuing, all payments made hereunder in which event Lender may disregard Borrowing Agent’s direction), be applied by Lender to the Obligations in such order as Lender may elect, and absent such election shall be applied as follows: (a) FIRST, to reimburse Lender for all out-of-pocket costs and expenses, and all indemnified losses, incurred by the Administrative Agent as directed by the Borrower, but subject Lender which are reimbursable to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations Lender in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or and/or any of the Secured Obligationsother Loan Documents, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; (b) SECOND, to the payment of all any accrued but unpaid interest constituting part of the Secured Obligations other than Non-Credit Party Obligations on any Protective Advances, (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersc) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment outstanding principal of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations Protective Advances, (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersd) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and accrued but unpaid fees owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders Lender under this Credit AgreementAgreement and/or any other Loan Documents, pro rata to the Lenders; (e) FIFTH, to the payment of all any unpaid accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; Obligations, (f) SIXTH, to the payment of any then due and owing outstanding principal constituting part of the Non-Obligations, and, to the extent required by this Agreement, to cash collateralize the Letter of Credit Party Obligations Balance, and (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providersg) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due other outstanding Obligations; and owing other amounts (including fees and expenses) constituting part after payment in full in cash of all of the Non-Credit Party outstanding monetary Obligations, any further amounts paid to or received by Lender in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts so applied will be credited to be distributed ratably among the Swap Counterparties Loan Account and the Banking Service Providers) pro rata Collateral balances to which they relate upon ▇▇▇▇▇▇’s receipt of an advice from ▇▇▇▇▇▇’s Bank that such items have been credited to ▇▇▇▇▇▇’s account at ▇▇▇▇▇▇’s Bank (or upon ▇▇▇▇▇▇’s deposit thereof at Lender’s Bank in accordance with such amounts owed the case of payments received by Lender in kind), in each case subject to them final payment and collection. However, for purposes of computing interest on the date Obligations, such items shall be deemed applied by Lender three Business Days after ▇▇▇▇▇▇’s receipt of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court advice of competent jurisdiction may otherwise directdeposit thereof at Lender’s Bank.

Appears in 1 contract

Sources: Loan and Security Agreement (Grove Collaborative Holdings, Inc.)

Application of Payments. Prior to Notwithstanding any contrary provision contained in this Agreement or in any of the other Financing Agreements, after the occurrence of a Default or an Event of Default, all payments made hereunder shall be applied by Default the Administrative Agent as directed by Borrower irrevocably waives the Borrower, but subject right to the terms of this Agreement, including direct the application of prepayments according to Section 2.5 any and Section 2.12. During the existence of an Event of Default, all payments and collections at any time or times hereafter received by the Administrative Agent or any Lender from the Borrower or with respect to any of the Collateral, and the Borrower does hereby irrevocably agree that any and all payments and proceeds so received shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following ordermanner: FIRSTFirst, to the payment of all costs fees, costs, expenses and expenses incurred by the indemnities of Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligationssuch), including all court costs and the reasonable attorneys’ fees and expenses costs of its agents and legal counselAdministrative Agent, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs Liabilities owing to Administrative Agent in respect of sums advanced by Administrative Agent to preserve the Collateral or expenses incurred to preserve its security interest in connection with the exercise of any right Collateral (or remedy hereunder or under any other Credit Documentcollateral provided pursuant to any other Financing Agreement); SECONDSecond, to payment of that portion of the Liabilities constituting fees, costs, expenses and indemnities of Administrative Agent; Third, to payment of that portion of the Liabilities constituting fees, costs, expenses and indemnities of the Lenders as provided herein, ratably among them in proportion to the respective amounts described in this clause Third payable to them; Fourth, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Liabilities consisting of accrued and unpaid interest owing to the Lenders and Letter of Credit Party Obligations (fees owing to the amounts so applied to be distributed Issuing Lender, ratably among the Lenders (and the Issuing Lender in proportion to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata respective amounts described in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts this clause Fourth payable to the Lenders under this Credit Agreement, pro rata to the Lendersthem; FIFTHFifth, to the payment of all accrued interest constituting part Liabilities consisting of principal owing to the Non-Credit Party Obligations (the amounts so applied to be distributed Lenders, ratably among them in proportion to the Swap Counterparties and the Banking Service Providers) pro rata respective amounts described in accordance with the amounts of the Non-Credit Party Obligations owed this clause Fifth payable to them on the date of any such distributionthem; SIXTHSixth, to the payment of any then due and owing principal constituting part an amount equal to all Liabilities in respect of the Non-outstanding Letters of Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed held to them on the date of any Cash Collateralize such distributionLiabilities; SEVENTHSeventh, to the payment of any then due and owing other amounts all Bank Product Obligations (including fees with respect to any Hedging Agreement) owing to the applicable Lenders or their Affiliates, ratably among such -113- Lenders and expensestheir Affiliates in proportion to the respective amounts described in this clause Seventh payable to them; Eighth, to the payment of all other Liabilities owing to the Lenders; Ninth, to the payment of all Affiliate Term Loan Liabilities pursuant to Sections 12.8 and 12.29(a)(6) constituting part of the Non-Affiliate Term Loan Financing Agreements; and Last, the payment of any remaining proceeds, if any, to whomever may be lawfully entitled to receive such amounts, including, if applicable, Borrower. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit Party Obligations (the amounts so pursuant to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be distributed ratably among applied to the Swap Counterparties other Liabilities, if any, in the order set forth above. All amounts owing under this Agreement in respect of Liabilities including fees, interest, default interest, interest on interest, expense reimbursements and the Banking Service Providers) pro rata indemnities, shall be payable in accordance with the foregoing waterfall provisions irrespective of whether a claim in respect of such amounts owed to them on the date of is allowed or allowable in any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directinsolvency proceeding.

Appears in 1 contract

Sources: Revolving Loan and Security Agreement (Diversicare Healthcare Services, Inc.)

Application of Payments. Prior Payments made to an Event of Default, all payments made hereunder shall be applied by the ----------------------- Administrative Agent as directed by or the BorrowerBanks, but subject to the terms or any of this Agreementthem, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections or otherwise received by the Administrative Agent or the Banks, or any of them (from realization on collateral for the Obligations or otherwise), shall be applied distributed (subject to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order2.2(c) hereof) as follows: FIRSTFirst, to the payment of all costs and expenses expenses, if any, ----- incurred by the Administrative Agent (or the Banks, or any of them, to the extent permitted by Section 10.2 hereof in its capacity as the collection of such hereunder or amounts under any other Credit Document) in connection with this Agreement or any of the Secured other Loan Documents, including, without limitation, any reasonable costs incurred in connection with the sale or disposition of any collateral for the Obligations; Second, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by to the Administrative Agent as secured party based on the ------ fees then due and payable under Section 2.4(d) hereof; Third, pro rata among the ----- Administrative Agent, the Issuing Bank and the Banks based on the total amount of fees then due and payable hereunder or under any other Credit Loan Document and to any other fees and commissions then due and payable by the Borrower to the Banks, the Issuing Bank and the Administrative Agent under this Agreement or any Loan Document; Fourth, to any unpaid interest of the Borrower which may have ------ accrued on behalf the Loans, pro rata among the Banks based on the outstanding principal amount of the Loans of the Borrower outstanding immediately prior to such payment; Fifth, pro rata among the Banks based on the outstanding principal ----- amount of the Loans of the Borrower outstanding immediately prior to such payment, to any unpaid principal of the Loans of the Borrower; Sixth, to any ----- other Obligations not otherwise referred to in this Section 2.8 until all such Obligations are paid in full; Seventh, to damages incurred by the Administrative Agent, the Issuing Bank or the Banks, or any of them, by reason of any Credit Party and breach hereof or of any other costs Loan Documents; and Eighth, upon satisfaction in full of all Obligations, to the Borrower or expenses incurred as otherwise required by law. If, other than as expressly provided elsewhere herein, any Bank shall obtain on account of the Loans made by it, or the participations in connection with Letter of Credit Obligations or in advances make under the Cash Management Line of Credit held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or remedy hereunder otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Bank shall promptly (a) notify the Administrative Agent of such fact, and (b) purchase from the other Banks such participations in the Loans made by them and/or such subparticipations in the participations in Letter of Credit Obligations or in advances make under the Cash Management Line of Credit held by them, as the case may be, as shall be necessary to cause such purchasing Bank to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided, -------- however, that if all or any portion of such excess payment is thereafter ------- recovered from the purchasing Bank, such purchase shall to that extent be rescinded and each other Credit Document; SECONDBank shall repay to the purchasing Bank the purchase price paid therefor, together with an amount equal to such paying Bank's ratable share (according to the proportion of (i) the amount of such paying Bank's required repayment to (ii) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees that any Bank so purchasing a participation from another Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of all accrued interest constituting part set-off) with respect to such participation as fully as if such Bank were the direct creditor of the Secured Obligations Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Banks following any such purchases or repayments. Each Bank that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and communications under this Agreement with respect to the extent applicable to Hedging Arrangements, portion of the Swap Counterparties and Obligations purchased to the same extent applicable to Banking Services Obligations, as though the Banking Service Providers) pro rata in accordance with purchasing Bank were the amounts original owner of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directpurchased.

Appears in 1 contract

Sources: Credit Agreement (Cousins Properties Inc)

Application of Payments. Prior to an Event The Administrative Agent shall, unless otherwise specified at the direction of Default, all payments made hereunder the Required Lenders which direction shall be applied by consistent with the Administrative Agent as directed by the Borrower, but subject to the terms last two sentences of this AgreementSection 13.3, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, apply all payments and collections received by the Administrative Agent shall be applied to the Secured prepayments in respect of any Obligations in accordance with Section 2.12 and otherwise in the following order: FIRST: (i) first, to pay interest on and then principal of any advance made under Section 11.3 for which the Administrative Agent has not then been paid by the applicable Borrower or reimbursed by the Lenders; (ii) second, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent or either Arranger; (iii) third, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (iv) fourth, to the ratable payment or prepayment of principal outstanding on Reimbursement Obligations; (v) fifth, to provide cash collateral for all other L/C Obligations; and (vi) sixth, to the ratable payment of all costs other Obligations. The order of priority set forth in this Section 13.3 and expenses incurred the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iii) through (vi) of this Section 13.3 may at any time and from time to time be changed by the Administrative Agent (in its capacity as such hereunder Required Lenders without necessity of notice to or under consent of or approval by any Borrower, or any other Credit DocumentPerson. The order of priority set forth in clauses (i) in connection through (ii) of this Section 13.3 may be changed only with this Agreement or any the prior written consent of the Secured ObligationsAdministrative Agent, including all court costs and and, in the fees and expenses case of its agents and legal counselclause (ii), the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise prior written consent of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directeach Arranger.

Appears in 1 contract

Sources: Credit Agreement (Chicago Bridge & Iron Co N V)

Application of Payments. Prior Except (x) as otherwise provided in the immediately succeeding sentence or (y) with respect to an Event any mandatory prepayment amounts under Section 3(e)(ii) not subject to a Specified Collateral Sharing Event, which shall be applied as set forth therein, payments by the Loan Parties in respect of Default, all payments made the Obligations hereunder shall be applied by the Administrative (i) first, to any fees and expenses or indemnified amounts then owed to Collateral Agent as directed by the Borrower, but subject pursuant to the terms of Loan Documents, including, without limitation, any outstanding Attorneys’ Fees, or any other fee or charge provided for under this Master Agreement, including whether as a result of the application of prepayments according to Section 2.5 and Section 2.12. During the existence occurrence of an Event of Default, all or otherwise, (ii) second, to any fees then owed to each then existing Lender pursuant to the Loan Documents, including, without limitation, any fee or charge provided for under this Master Agreement, whether as a result of the occurrence of an Event of Default, or otherwise (in each case, on a pro-rata basis to each Lender based on the fee amounts then owed to each such Lender), (iii) third, to accrued and outstanding interest with respect to the principal balance of the Loans, irrespective of which Loan such accrued interest relates to (in each case, on a pro-rata basis to each Lender based on the interest then owed to each such Lender), (iv) fourth, to the outstanding principal balance of the Loans, which allocation of payments and collections received by the Administrative Agent with respect to principal shall be applied pro-rata to each then existing Loan based on the principal then owed to each such Lender, and applied to remaining obligations on each such Loan in a manner determined at the sole discretion of Lender for such Loan, and (v) fifth, to any expenses or indemnified amounts then owed to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRST, Lender pursuant to the payment Loan Documents, whether as a result of all costs the occurrence of an Event of Default, or otherwise (and on a pro-rata basis to each Lender based on the expenses incurred by and indemnified amounts then owed to each such Lender). Each Loan Party acknowledges and agrees that, notwithstanding the Administrative Agent (foregoing, if at any time NYDIG transfers, assigns or sells any participation in its capacity as such hereunder right to receive Payments hereunder, or under any other Credit DocumentLoan Schedule, such that more than one Person has any interest or right to any payments from the Loan Parties, NYDIG and such Person(s) in connection with this Agreement or any may, among themselves, agree to the specific allocation of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances Payments made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred Loan Parties; provided that in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date absence of any such distribution); THIRDagreement, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions payments made by the Administrative Agent to pay the Loan Parties in respect of fees, expenses, principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of shall be apportioned ratably as set forth in the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directimmediately preceding sentence.

Appears in 1 contract

Sources: Master Equipment Finance Agreement (Greenidge Generation Holdings Inc.)

Application of Payments. Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject Notwithstanding anything herein to the terms of this Agreementcontrary, including following the application of prepayments according to Section 2.5 occurrence and Section 2.12. During the existence continuance of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRSTas follows: (A) first, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any that portion of the Secured ObligationsObligations constituting unpaid fees, including all court costs and the fees and indemnities, expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expensesdisbursements and other charges of counsel payable under Section 14.03) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied payable to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTHin its capacity as such; (B) second, to the payment of all accrued interest constituting part that portion of the Non-Credit Party Obligations constituting unpaid fees, indemnities, costs, expenses and other amounts (other than principal and interest, but including fees and disbursements and other charges of counsel payable under Section 14.03, any Prepayment Fees and any Exit Fees) payable to the amounts so applied to be distributed Lenders arising under the Loan Documents, ratably among them in proportion to the Swap Counterparties and the Banking Service Providersrespective amounts described in this clause (B) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed payable to them on the date of any such distribution; SIXTHthem; (C) third, to the payment of any then due and owing principal constituting part that portion of the Non-Credit Party Obligations (constituting accrued and unpaid interest on the amounts so applied to be distributed Loans, ratably among the Swap Counterparties and Lenders in proportion to the Banking Service Providersrespective amounts described in this clause (C) pro rata in accordance with the principal amounts of the Nonpayable to them; -43- 4882-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH5123-79004861-6868-3896 v.123 (D) fourth, to the payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (D) payable to them; (E) fifth, in reduction of any other Obligation then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed owing, ratably among the Swap Counterparties Administrative Agent and the Banking Service Providers) pro rata Lenders based upon the respective aggregate amount of all such Obligations owing to them in accordance with such the respective amounts owed to them on thereof then due and payable; and (F) sixth, the date of any such distribution; and EIGHTHbalance, if any, after all Obligations have been indefeasibly paid in full, to the Credit Parties, their successors Borrower or assigns, such other Person as may be lawfully entitled to or as a court of competent jurisdiction may otherwise directdirected by the Borrower to receive the remainder.

Appears in 1 contract

Sources: Credit Agreement and Guaranty and Revenue Interest Financing Agreement (Impel Pharmaceuticals Inc)

Application of Payments. Prior All amounts paid to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections or received by Agent in respect of the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRSTmonetary Obligations, to the payment of all costs and expenses incurred by the Administrative Agent from whatever source (in its capacity as such hereunder whether from Borrower or under any other Credit Document) in connection with this Agreement or any Loan Party Obligor pursuant to such other Loan Party Obligor’s guaranty of the Secured Obligations, including all court costs any realization upon any Collateral, or otherwise) shall, unless an Application Event has occurred and the fees and expenses of its agents and legal counselis continuing, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed apportioned ratably among the Lenders and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account) shall, unless an Application Event has occurred and is continuing, be apportioned ratably among the Lenders having a Pro Rata Share of the type of commitment or Obligation to which a particular fee or expense relates. At any time that an Application Event has occurred and is continuing, all amounts paid to or received by Agent in respect of the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services monetary Obligations, from whatever source (whether from Borrower or any other Loan Party Obligor pursuant to such other Loan Party Obligor’s guaranty of the Banking Service ProvidersObligations, any realization upon any Collateral, or otherwise) pro rata shall be applied as follows: (i) FIRST, to reimburse Agent for all fees and out-of-pocket costs and expenses, and all indemnified losses, incurred by Agent which are reimbursable to Agent in accordance with the amounts this Agreement and/or any of the Secured Obligations owed other Loan Documents, (ii) SECOND, to them any accrued but unpaid interest on any Protective Advances, (iii) THIRD, to the outstanding principal of any Protective Advances, (iv) FOURTH, ratably to reimburse each Lender for all fees and out-of-pocket costs and expenses, and all indemnified losses, incurred by such Lender which are reimbursable to such Lender in accordance with this Agreement and/or any of the other Loan Documents, (v) FIFTH, ratably to any unpaid accrued interest on the date Obligations, (vi) SIXTH, to the outstanding principal of the Term Loan (in the inverse order of maturity of the installments due thereunder) (for the avoidance of doubt, any such distributionamount that is due and payable on the Maturity Date shall constitute an installment); THIRD, and (vii) SEVENTH, ratably to the payment of any then due other outstanding Obligations; and owing principal constituting part after payment in full in cash of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount all of the outstanding Borrowingsmonetary Obligations, pro rata any further amounts paid to or received by Agent or any Lender in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrower or such other Person(s) as may be legally entitled thereto. For purposes of determining the Term Loan Borrowing Base, such amounts will be credited to the Lenders; FOURTHLoan Account and the Collateral balances to which they relate upon Agent’s receipt of an advice from Agent’s Bank (set forth in Annex A) that such items have been credited to Agent’s Account (or upon Agent’s deposit thereof at Agent’s Bank in the case of payments received by Agent in kind), in each case subject to final payment and collection. However, for purposes of computing interest on the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providerssuch items shall be deemed applied by Agent two (2) pro rata in accordance with such amounts owed to them on the date Business Days after Agent’s receipt of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment advice of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directdeposit thereof at Agent’s Bank.

Appears in 1 contract

Sources: Loan and Security Agreement (Sypris Solutions Inc)

Application of Payments. Prior All amounts paid to an Event or received by Agent in respect of Defaultmonetary Obligations, all payments made hereunder from whatever source (whether from any Borrower or any other Loan Party pursuant to such other Loan Party's guaranty of the Obligations, any realization upon any Collateral or otherwise) shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this AgreementObligations in such order as Agent may elect, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent absent such election shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: as follows: (i) FIRST, to the payment of reimburse Agent for all out-of-pocket costs and expenses expenses, and all indemnified losses, incurred by the Administrative Agent (which are reimbursable to Agent in its capacity as such hereunder or under any other Credit Document) in connection accordance with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; Loan Documents; (ii) SECOND, to the payment of all any accrued but unpaid interest constituting part of the Secured Obligations other than Non-Credit Party Obligations on any Protective Advances; (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiii) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment outstanding principal of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations Protective Advances; (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiv) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due accrued but unpaid fees owing to Agent and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; Agreement and/or any other Loan Documents; (v) FIFTH, to the payment of all any unpaid accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; Obligations; (vi) SIXTH, to the payment of any then due and owing outstanding principal constituting part of the NonLoans and, to the extent required by Agent, to cash-collateralize the Letter of Credit Party Obligations Balance; and (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providersvii) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due other outstanding Obligations; and owing other amounts (including fees and expenses) constituting part after payment in full in cash of all of the Non-Credit Party outstanding monetary Obligations, any further amounts paid to or received by Agent in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts so applied will be credited to be distributed ratably among the Swap Counterparties Loan Account and the Banking Service ProvidersCollateral balances to which they relate upon Agent's receipt of an advice from Agent's Bank (set forth in Section 5 of Annex I) pro rata that such items have been credited to Agent's account at Agent's Bank (or upon Agent's deposit thereof at Agent's Bank in accordance with such amounts owed the case of payments received by Agent in kind), in each case subject to them final payment and collection. However, for purposes of computing interest on the date Obligations, such items shall be deemed applied by Agent two Business Days after Agent 's receipt of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court advice of competent jurisdiction may otherwise directdeposit thereof at Agent's Bank.

Appears in 1 contract

Sources: Loan and Security Agreement (Horizon Global Corp)

Application of Payments. Prior Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments made hereunder received on account of the Secured Obligations shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRSTfollows: (i) first, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part that portion of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (constituting fees, indemnities, expenses and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expensesdisbursements and other charges of counsel payable under Section 9.03 and amounts payable under Section 2.13(c)) constituting part payable to the Administrative Agent in its capacity as such; (ii) second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders (including fees and disbursements and other charges of counsel payable under this Credit AgreementSection 9.03) arising under the Loan Documents (other than as contemplated by clauses (iii) and (iv)), pro rata ratably among them in proportion to the Lenders; FIFTHrespective amounts described in this clause (ii) payable to them; (iii) third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; (iv) fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Term Loans; (v) fifth, to the payment in full of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed other Secured Obligations, in each case ratably among the Swap Counterparties and Administrative Agent, the Banking Service Providers) pro rata Lenders based upon the respective aggregate amounts of all such Secured Obligations owing to them in accordance with the respective amounts of thereof then due and payable; and (vi) finally, the Non-Credit Party balance, if any, after all Secured Obligations owed to them on the date of any such distribution; SIXTHhave been indefeasibly paid in full (other than contingent or indemnification obligations not then asserted or due), to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, Borrower or as a court of competent jurisdiction may otherwise directrequired by Law.

Appears in 1 contract

Sources: Bridge Credit Agreement (Exar Corp)

Application of Payments. Prior All amounts paid to or received by Lender in respect of the monetary Obligations, from whatever source (whether from Borrower or any other Loan Party Obligor pursuant to such other Loan Party Obligor’s guaranty of the Obligations, any realization upon any Collateral, or otherwise) shall, unless otherwise directed by Borrowing Agent with respect to any particular payment (unless an Event of DefaultDefault shall then be continuing, all payments made hereunder in which event Lender may disregard Borrowing Agent’s direction), be applied by Lender to the Obligations in such order as Lender may elect, and absent such election shall be applied as follows: (i) FIRST, to reimburse Lender for all out-of-pocket costs and expenses, and all indemnified losses, incurred by the Administrative Agent as directed by the Borrower, but subject Lender which are reimbursable to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations Lender in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or and/or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; Loan Documents, (ii) SECOND, to the payment of all any accrued but unpaid interest constituting part of the Secured Obligations other than Non-Credit Party Obligations on any Protective Advances, (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiii) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment outstanding principal of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations Protective Advances, (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiv) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and accrued but unpaid fees owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders Lender under this Credit Agreement, pro rata to the Lenders; Agreement and/or any other Loan Documents, (v) FIFTH, to the payment of all any unpaid accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; Obligations, (vi) SIXTH, to the payment of any then due and owing outstanding principal constituting part of the Non-Revolving Loans, and, to the extent required by this Agreement, to cash collateralize the Letter of Credit Party Obligations Balance, and (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providersvii) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due other outstanding Obligations; and owing other amounts (including fees and expenses) constituting part after payment in full in cash of all of the Non-Credit Party outstanding monetary Obligations, any further amounts paid to or received by Lender in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrower or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts so applied will be credited to be distributed ratably among the Swap Counterparties Loan Account and the Banking Service ProvidersCollateral balances to which they relate upon Lender’s receipt of an advice from Lender’s Bank (set forth in Section 5 of Schedule A) pro rata that such items have been credited to Lender’s account at Lender’s Bank (or upon Lender’s deposit thereof at Lender’s Bank in accordance with such amounts owed the case of payments received by Lender in kind), in each case subject to them final payment and collection. However, for purposes of computing interest on the date Obligations, such items shall be deemed applied by Lender three Business Days after Lender’s receipt of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court advice of competent jurisdiction may otherwise directdeposit thereof at Lender’s Bank.

Appears in 1 contract

Sources: Loan and Security Agreement (New Age Beverages Corp)

Application of Payments. Prior All amounts paid to an Event or received by Agent in respect of Defaultmonetary Obligations, all payments made hereunder from whatever source (whether from any Borrower or any other Loan Party pursuant to such other Loan Party's guaranty of the Obligations, any realization upon any Collateral or otherwise) shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this AgreementObligations in such order as Agent may elect, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent absent such election shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: as follows: (i) FIRST, to the payment of reimburse Agent for all reasonable and documented out-of-pocket costs and expenses expenses, and all indemnified losses, incurred by the Administrative Agent (which are reimbursable to Agent in its capacity as such hereunder or under any other Credit Document) in connection accordance with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; Loan Documents; (ii) SECOND, to any accrued but unpaid interest on any Protective Advances and the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations Additional Availability Amount; (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiii) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment outstanding principal of any then due Protective Advances and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations Additional Availability Amount; (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersiv) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due accrued but unpaid fees owing to Agent and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; Agreement and/or any other Loan Documents; (v) FIFTH, to the payment of all any unpaid accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; Obligations; (vi) SIXTH, to the payment of any then due and owing outstanding principal constituting part of the Non-Credit Party Obligations Loans; and (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providersvii) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due other outstanding Obligations; and owing other after Payment in Full, any further amounts (including fees and expenses) constituting part paid to or received by Agent in respect of the Non-Credit Party Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with Borrowing Base, such amounts owed will be credited to them the Loan Account and reduce gross Accounts in the Borrowing Base Calculation upon Agent's receipt of an advice from Agent's Bank (set forth in Section 4 of Annex I) that such items have been credited to Agent's account at Agent's Bank (or upon Agent's deposit thereof at Agent's Bank in the case of payments received by Agent in kind), in each case subject to final payment and collection. However, for purposes of computing interest on the date Obligations, such items shall be deemed applied by Agent three (3) Business Days after Agent 's receipt of advice of deposit thereof at Agent's Bank; provided, that is such payment is received after 2:00 p.m. Central Time on any Business Day, such distribution; payment shall be deemed received on the following Business Day and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directdeemed applied three (3) Business Days after such date.

Appears in 1 contract

Sources: Loan and Security Agreement (R F Industries LTD)

Application of Payments. (a) Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 occurrence and Section 2.12. During the existence continuance of an Event of Default, all payments and collections 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 Secured Obligations in accordance with Section 2.12 and otherwise Administrative Agent in the following orderorder of priority: FIRST, to the payment of all out-of-pocket costs and expenses incurred by (including, without limitation, reasonable attorneys’ fees) of the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any respect to enforcing the rights of the Secured ObligationsLenders under the Loan Documents, including all court costs and to the fees and expenses payment of its agents and legal counsel, the repayment of all advances made by the Administrative principal on any Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit DocumentAdvances; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and any fees owed to the extent applicable to Hedging ArrangementsAdministrative Agent, the Swap Counterparties and to Issuing Bank or the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of Swing Bank hereunder or under any such distribution)other Loan Document; THIRD, to the payment of any then due all obligations consisting of accrued fees and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied interest payable to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lendershereunder; FOURTH, to the payment of any principal then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them payable on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the LendersSwing Loans; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties principal then due and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them payable on the date of any such distributionRevolving Loans; SIXTH, to the payment of any Bank Product Obligations then due and owing principal constituting part payable; provided, however, that no proceeds realized from any Guaranty or Collateral of the Non-a Credit Party Obligations (the amounts so who is not a Qualified ECP Guarantor shall be applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any Hedge Obligations that constitute Obligations; (a) then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distributionpayable; and EIGHTH, upon satisfaction in full of all Obligations, to the applicable Credit Parties, their successors Party or assigns, or as a court of competent jurisdiction such other Person who may otherwise directbe lawfully entitled thereto.

Appears in 1 contract

Sources: Credit Agreement (Central Garden & Pet Co)

Application of Payments. Prior Payments made to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by Agent, the BorrowerSwing Line Lender or the Banks, but subject to the terms or any of this Agreementthem, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections or otherwise received by the Administrative Agent Agent, the Swing Line Lender or the Banks, or any of them (from realization on collateral for the Obligations or otherwise), shall be applied distributed (subject to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order2.2(e) hereof) as follows: FIRSTFirst, to the payment of all costs and expenses expenses, if any, incurred by the Administrative Agent (Agent, the Swing Line Lender or the Banks, or any of them, to the extent permitted by Section 11.2 hereof in its capacity as the collection of such hereunder or amounts under any other Credit Document) in connection with this Agreement or any of the Secured other Loan Documents, including, without limitation, any reasonable costs incurred in connection with the sale or disposition of any collateral for the Obligations; Second, including all court costs pro rata among the Administrative Agent, the Swing Line Lender and the Banks based on the total amount of fees then due and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party payable hereunder or under any other Credit Loan Document on behalf of any Credit Party and to any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (fees and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any commissions then due and owing principal constituting part of payable by the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and Borrower to the extent applicable to Hedging ArrangementsBanks, the Swap Counterparties Swing Line Lender and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent under this Agreement or any Loan Document; Third, to pay any unpaid interest of the Borrower which may have accrued (i) first on the Swing Line Loans and (ii) thereafter on the Loans, pro rata among the Banks based on the outstanding principal amount of the Loans of the Borrower outstanding Borrowingsimmediately prior to such payment; Fourth, to the Swing Line Lender, to any unpaid principal of the Swing Line Loans then outstanding; Fifth, pro rata among the Banks based on the outstanding principal amount of the Loans of the Borrower outstanding immediately prior to such payment, to any unpaid principal of the LendersLoans; FOURTHSixth, to any other Obligations not otherwise referred to in this Section 2.10 until all such Obligations are paid in full; Seventh, to damages incurred by the Administrative Agent, the Swing Line Lender or the Banks, or any of them, by reason of any breach hereof or of any other Loan Documents; and Eighth, upon satisfaction in full of all Obligations, to the Borrower or as otherwise required by law. If any Bank shall obtain any payment (whether involuntary or otherwise) on account of the Loans made by it in excess of its ratable share of the Loans then outstanding and such Bank's share of any then expenses, fees and other items due and owing payable to it hereunder, such Bank shall forthwith purchase a participation in the Loans from the other amounts (including fees Banks as shall be necessary to cause such purchasing Bank to share the excess payment ratably based on the Commitment Ratios with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Bank, such purchase from each Bank shall be rescinded and expenses) constituting part of such Bank shall repay to the Secured Obligations other than Non-Credit Party Obligations (purchasing Bank the amounts so applied to be distributed ratably among the Lenders (and purchase price to the extent applicable of such recovery. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to Hedging Arrangementsthis Section may, to the fullest extent permitted by law, exercise all its rights of payment with respect to such participation as fully as if such Bank were the direct creditor of the Borrower in the amount of such participation so long as the Borrower's Obligations are not increased. If the Swing Line Lender shall obtain any payment (whether involuntary or otherwise) on account of the Swing Line Loans made by it in excess of the Swing Line Loans then outstanding and the Swing Line Lender's share of any expenses, fees and other items due and payable to it hereunder, the Swap Counterparties and Swing Line Lender shall forthwith return such excess payment to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to for distribution among the Lenders under Banks based on the provisions of this Credit Section." (f) Section 2.12 of the Loan Agreement, pro rata to Capital Adequacy, is hereby amended by deleting such Section in its entirety and by substituting the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata following in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.lieu thereof:

Appears in 1 contract

Sources: Loan Agreement (Irt Property Co)

Application of Payments. Prior (a) On each Price Differential Payment Date prior to the occurrence of an Event of Default, all payments made hereunder amounts deposited into the Administrative Agent Account from and after the immediately preceding Price Differential Payment Date (or the Closing Date in connection with the initial Price Differential Payment Date), or received by Administrative Agent from the Issuer in Administrative Agent’s capacity as VFN Noteholder on behalf of Buyers, shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRSTfollows: (i) first, to the payment of all costs and expenses incurred by the each Buyer (other than a Defaulting Buyer), any Administrative Agent (Fee to which it is entitled in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any a funding ADV1 Noteholder pursuant to Section 20 of the Secured ObligationsSeries ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Supplement; (ii) second, including to each Buyer (other than a Defaulting Buyer), any accrued and unpaid Price Differential owing with respect to the amount of the Purchase Price attributable to such Buyer in excess of the Purchase Price attributable to the Defaulting Buyer, such amounts distributed pro rata among each non-Defaulting Buyer; (iii) third, to each Buyer (other than a Defaulting Buyer) such that its proportionate share of the outstanding Purchase Price constituting Committed Amounts with respect to the aggregate outstanding Purchase Price constituting Committed Amounts is equal to the Commitment Share; (iv) fourth, to each Buyer to the extent not otherwise paid pursuant to clause first, any Administrative Fee to which it is entitled in its capacity as a funding ADV1 Noteholder pursuant to Section 20 of the Series 2020-SPIADVF1 Indenture Supplement; (v) fifth, to each Buyer to the extent not otherwise paid pursuant to clause second, its Pro Rata Share of the payment of any accrued and unpaid Price Differential owed to such Buyer; (vi) sixth, to each Buyer, its Pro Rata Share of the payment of Purchase Price outstanding to satisfy any Margin Deficit owed; (vii) seventh, to payment of all court other costs and fees payable pursuant to this Agreement, first to Administrative Agent and then to each Buyer on a pro rata basis, based on the proportion of such other costs and fees and expenses payable to such Buyer; and (viii) eighth, any remainder to Seller. (b) Notwithstanding the preceding provisions, if an Event of its agents and legal counselDefault shall have occurred hereunder, all funds related to the repayment of all advances made Note shall be applied by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECONDfollows: (i) first, to each Buyer (other than a Defaulting Buyer), any Administrative Fee to which it is entitled in its capacity as a funding ADV1 Noteholder pursuant to Section 20 of the Series ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Supplement; (ii) second, to each Buyer (other than a Defaulting Buyer), any accrued and unpaid Price Differential owing with respect to the amount of the Purchase Price attributable to such Buyer in excess of the Purchase Price attributable to the Defaulting Buyer, such amounts distributed pro rata among each non-Defaulting Buyer; (iii) third, to each Buyer (other than a Defaulting Buyer) such that its proportionate share of the outstanding Purchase Price constituting Committed Amounts with respect to the aggregate outstanding Purchase Price constituting Committed Amounts is equal to the Commitment Share; (iv) fourth, to each Buyer to the extent not otherwise paid pursuant to clause first, any Administrative Fee to which it is entitled in its capacity as a funding ADV1 Noteholder pursuant to Section 20 of the Series 2020-SPIADVF1 Indenture Supplement; (v) fifth, to each Buyer to the extent not otherwise paid pursuant to clause first, its Pro Rata Share of the payment of all any accrued interest constituting part and unpaid Price Differential owed to such Buyer; (vi) sixth, to each Buyer, its Pro Rata Share of the Secured Obligations payment of Purchase Price until reduced to zero; (vii) seventh, to payment of all other than Non-Credit Party Obligations (the amounts so applied costs and fees payable pursuant to be distributed ratably among the Lenders (this Agreement, first to Administrative Agent and then to the extent applicable to Hedging Arrangementseach Buyer, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) on a pro rata in accordance with the amounts of the Secured Obligations owed to them basis, based on the date proportion of any such distribution); THIRDother costs and fees payable to such Buyer; (viii) eighth, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations Obligations; and (the amounts so applied ix) ninth, any remainder to be distributed ratably among the Lenders Seller. (and to c) To the extent applicable any Collections (as defined in the Base Indenture) are paid to Hedging Arrangementsreduce the outstanding purchase price under any other repurchase transaction relating to SPIA VFNs (as defined in the Base Indenture), the Swap Counterparties and to Seller shall ensure that the extent applicable to Banking Services Obligations, the Banking Service Providers) outstanding Purchase Price hereunder is reduced concurrently on a pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance basis with such amounts owed to them on the date of any outstanding purchase price under such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directrepurchase transaction.

Appears in 1 contract

Sources: Repurchase Agreement (PennyMac Financial Services, Inc.)

Application of Payments. Prior In the event of any mandatory prepayment of Loans made at a time when Loans of more than one Class remain outstanding, the Borrower shall select Loans to an Event be prepaid so that the aggregate amount of Defaultsuch prepayment is allocated between the Term Loans and, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms extent provided in the Incremental Facility Amendment for any Class of this AgreementIncremental Term Loans, including the application Loans of prepayments according to Section 2.5 such Class, pro rata based on the aggregate principal amount of outstanding Loans of each such Class. Notwithstanding the foregoing, after the occurrence and Section 2.12. During during the existence continuance of an Event of Default, all payments and collections received the Collateral Agent shall, if directed in writing by the Administrative Agent shall be applied to the Secured Required Lenders, apply payments in respect of any Obligations in accordance with Section 2.12 4.03(b), and otherwise apply prepayments required under Section 2.05(c) in the following order: FIRST, manner set forth in Section 4.03(b). Notwithstanding anything herein to the payment contrary, if at the time of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any required prepayment of the Secured ObligationsLoans pursuant to Section 2.05(c)(i), including all court costs Section 2.05(c)(ii) or Section 2.05(c)(iv), the Borrower has outstanding any Incremental Equivalent Indebtedness that is secured on a pari passu basis (but without regard to control of remedies) with the Obligations that, by its terms, requires the Borrower to offer to the holders thereof to repurchase or prepay such Incremental Equivalent Indebtedness with the Net Cash Proceeds or, in the case of Section 2.05(c)(i), other cash amounts that would otherwise be required to so prepay the Loans (such Incremental Equivalent Indebtedness required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds or such other cash amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds or other cash amounts allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds or other cash amounts required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the fees and expenses remaining amount, if any, of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder such Net Cash Proceeds or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, cash amounts shall be allocated to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata Loans in accordance with the amounts terms hereof) to the prepayment of the Secured Obligations owed Loans and to them on the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would otherwise have been required pursuant to Section 2.05(c)(i), Section 2.05(c)(ii) or Section 2.05(c)(iv), as applicable, shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within three Business Days after the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so rejection) be applied to be distributed ratably among prepay the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata Loans in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directterms hereof.

Appears in 1 contract

Sources: Credit Agreement (Gannett Co., Inc.)

Application of Payments. Prior (a) Payments made to an Event of Defaultthe Arranging Agents, all payments made hereunder shall be applied by the Administrative Agent as directed by or the BorrowerLenders, but subject to the terms or any of this Agreementthem, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections or otherwise received by the Arranging Agents, the Administrative Agent or the Lenders, or any of them (from realization on collateral for the Obligations or otherwise), shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following orderdistributed as follows: FIRSTFirst, to the payment of all costs and expenses expenses, if any, incurred by the Arranging Agents, the Administrative Agent (Agent, or the Lenders, or any of them, to the extent permitted by Section 12.2 hereof, in its capacity as the collection of such hereunder or amounts under any other Credit Document) in connection with this Agreement or any of the Secured other Loan Documents, including, without limitation, any reasonable costs incurred in connection with the sale or disposition of any collateral for the Obligations; Second, including all court costs pro rata among the Arranging Agents, the Administrative Agent, and the Lenders based on the total amount of fees then due and expenses of its agents payable, to any fees then due and legal counsel, the repayment of all advances made by the Administrative Agent as secured party payable hereunder or under any other Credit Loan Document on behalf of any Credit Party and to any other costs fees then due and payable to the Lenders under this Agreement or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Loan Document; SECONDThird, to the payment Letter of all accrued interest constituting part Credit Issuing Bank to the extent required by Section 9.2(c) in respect of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably outstanding Letters of Credit; Fourth, pro rata among the Lenders based on the outstanding principal amount of the Loans (and including Overdraft Advances) outstanding immediately prior to such payment, to any unpaid interest which may have accrued on the Loans (with such payment to be applied to the extent applicable to Hedging Arrangements, Overdraft Advances and the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) Revolving Loans pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distributionoutstanding principal amount thereof); THIRDFifth, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably pro rata among the Lenders based on the outstanding principal amount of the Loans (and including Overdraft Advances) outstanding immediately prior to such payment, to any unpaid principal of the Loans then due (with such payment to be applied to the extent applicable to Hedging Arrangements, Overdraft Advances and the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) Loans pro rata in accordance with the outstanding principal amounts of amount thereof); Sixth, to any other Obligations not otherwise referred to in this Section 2.10 until all such Obligations are paid in full; Seventh, to damages incurred by the Secured Obligations owed to them on the date of any such distribution)Arranging Agents, and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to or the Lenders, or any of them, by reason of any breach hereof or of any other Loan Documents as provided in Section 6.13; FOURTHand Eighth, upon satisfaction in full of all Obligations, to the Borrower or as otherwise required by law. (b) If any Lender shall obtain any payment of on any then due and owing other amounts date (including fees and expenseswhether involuntary or otherwise) constituting part on account of the Secured Obligations other than Non-Credit Party Obligations (Loans made by it in excess of such Lender's ratable share of the amounts so applied to be distributed ratably among payments made by the Lenders (and Borrower to the extent applicable to Hedging ArrangementsCredit Parties on such date (in the aggregate), such that, after giving effect thereto, such Lender's outstanding Loans are less than such Lender's ratable share of all the Swap Counterparties and to Loans then outstanding (in the extent applicable to Banking Services Obligations, the Banking Service Providersaggregate) pro rata in accordance with such amounts owed Lender's Commitment Ratio, such Lender shall forthwith purchase from the other Lenders such participation in the Loans made by such other Lenders as shall be necessary to them on cause such purchasing Lender to share the date excess payment ratably with each of them; provided, however, that if all or any portion of such distribution)excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and when applied such Lender shall repay to make distributions by each purchasing Lender the Administrative Agent to pay such amounts payable purchase price to the Lenders under extent of such recovery. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Credit Agreement, pro rata to the Lenders; FIFTHSection may, to the fullest extent permitted by law, exercise all its rights of payment of all accrued interest constituting part with respect to such participation as fully as if such Lender were the direct creditor of the Non-Credit Party Borrower in the amount of such participation so long as the Borrower's Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directare not increased.

Appears in 1 contract

Sources: Loan Agreement (Cablevision Systems Corp)

Application of Payments. Prior to an Event of DefaultUnless otherwise specifically provided in this Agreement or the other Loan Documents, all payments made hereunder shall be applied by to the Administrative Agent as directed by Agent, the BorrowerLetter of Credit Banks or the Banks, but subject to the terms or any of this Agreementthem, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections or otherwise received by the Administrative Agent Agent, the Letter of Credit Banks or the Banks, or any of them (from realization on collateral for the Obligations or otherwise), shall be applied (subject to the Secured Obligations in accordance with Section 2.12 and otherwise 2.2(c) hereof) in the following orderorder to the extent such Obligations are then due and payable hereunder: FIRSTFirst, to the payment of all costs and expenses expenses, if any, incurred by the Administrative Agent (or the Banks, or any of them, in its capacity as the collection of such hereunder or amounts under any other Credit Document) in connection with this Agreement or any of the Secured other Loan Documents, including, without limitation, any reasonable costs incurred in connection with the sale or disposition of any collateral for the Obligations; Second, including all court costs pro rata among the Administrative Agent, the Issuing Bank and the Banks based on the total amount of fees then due and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party payable hereunder or under any other Credit Loan Document on behalf of any Credit Party and to any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (fees and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any commissions then due and owing principal constituting part of payable by the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and Borrower to the extent applicable to Hedging ArrangementsBanks, the Swap Counterparties Issuing Bank and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent under this Agreement or any Loan Document; Third, to pay any due and unpaid interest which may have accrued on the Term Loan and the Revolving Loans, pro rata among the Banks based on the outstanding principal amount of the Term Loan and the Revolving Loans as the case may be, outstanding immediately prior to such payment; Fourth, to any amounts outstanding with respect to draws under Letters of Credit; Fifth, to any unpaid principal of the Revolving Loans, pro rata among the Banks based on the principal amount of the Revolving Loans outstanding Borrowingsimmediately prior to such payment; Sixth, to any unpaid principal of the Term Loan, pro rata among the Banks based on the outstanding principal amount of the Term Loan outstanding immediately prior to such payment, to any unpaid principal of the LendersTerm Loan; FOURTHSeventh, to the payment extent any Letters of Credit are then outstanding, for deposit into the Letter of Credit Reserve Account; Eighth, to any other Obligations not otherwise referred to in this Section 2.9 until all such Obligations are paid in full; Ninth, to actual damages incurred by the Administrative Agent, the Issuing Bank or the Banks, or any of them, by reason of any breach hereof or of any other Loan Documents by the Borrower or a Restricted Subsidiary; and Tenth, upon satisfaction in full of all Obligations, to the Borrower or as otherwise required by law. Notwithstanding the foregoing, (a) in the case of any voluntary prepayment hereunder at a time when there does not exist an Event of Default or Default, the Borrower may designate the order of application of such payments with respect to items Fifth and Sixth in the immediately preceding sentence, and (b) after the occurrence and during the continuance of a Default or an Event of Default, payments with respect to items Fourth, Fifth and Sixth in the immediately preceding sentence shall be applied to such items based upon the ratio of the Obligations under each of such items to the aggregate Obligations under all of such items. If any Bank shall obtain any payment (whether involuntary or otherwise) on account of the Loans made by it in excess of its ratable share of the Loans then outstanding and such Bank's share of any expenses, fees and other items due and owing payable to it hereunder, such Bank shall forthwith purchase a participation in the Loans from the other amounts (including fees Banks as shall be necessary to cause such purchasing Bank to share the excess payment ratably based on the applicable Commitment Ratios with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Bank, such purchase from each Bank shall be rescinded and expenses) constituting part of such Bank shall repay to the Secured Obligations other than Non-Credit Party Obligations (purchasing Bank the amounts so applied to be distributed ratably among the Lenders (and purchase price to the extent applicable of such recovery. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTHSection may, to the fullest extent permitted by law, exercise all its rights of payment of all accrued interest constituting part with respect to such participation as fully as if such Bank were the direct creditor of the Non-Credit Party Borrower in the amount of such participation so long as the Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directare not increased.

Appears in 1 contract

Sources: Master Loan and Inter Creditor Agreement (Horton D R Inc /De/)

Application of Payments. Prior Payments made to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by Agent, the BorrowerSwing Line Lender or the Banks, but subject to the terms or any of this Agreementthem, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections or otherwise received by the Administrative Agent Agent, the Swing Line Lender or the Banks, or any of them (from realization on collateral for the Obligations or otherwise), shall be applied distributed (subject to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order2.2(e) hereof) as follows: FIRSTFirst, to the payment of all costs and expenses expenses, if any, incurred by the Administrative Agent (Agent, the Swing Line Lender or the Banks, or any of them, to the extent permitted by Section 11.2 hereof in its capacity as the collection of such hereunder or amounts under any other Credit Document) in connection with this Agreement or any of the Secured other Loan Documents, including, without limitation, any reasonable costs incurred in connection with the sale or disposition of any collateral for the Obligations; Second, including all court costs pro rata among the Administrative Agent, the Swing Line Lender and the Banks based on the total amount of fees then due and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party payable hereunder or under any other Credit Loan Document on behalf of any Credit Party and to any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (fees and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any commissions then due and owing principal constituting part of payable by the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and Borrower to the extent applicable to Hedging ArrangementsBanks, the Swap Counterparties Swing Line Lender and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent under this Agreement or any Loan Document; Third, to pay any unpaid interest of the Borrower which may have accrued (i) first on the Swing Line Loans and (ii) thereafter on the Loans, pro rata among the Banks based on the outstanding principal amount of the Loans of the Borrower outstanding Borrowingsimmediately prior to such payment; Fourth, to the Swing Line Lender, to any unpaid principal of the Swing Line Loans then outstanding; Fifth, pro rata among the Banks based on the outstanding principal amount of the Loans of the Borrower outstanding immediately prior to such payment, to any unpaid principal of the LendersLoans; FOURTHSixth, to any other Obligations not otherwise referred to in this Section 2.10 until all such Obligations are paid in full; Seventh, to damages incurred by the Administrative Agent, the Swing Line Lender or the Banks, or any of them, by reason of any breach hereof or of any other Loan Documents; and Eighth, upon satisfaction in full of all Obligations, to the Borrower or as otherwise required by law. If any Bank shall obtain any payment (whether involuntary or otherwise) on account of the Loans made by it in excess of its ratable share of the Loans then outstanding and such Bank's share of any then expenses, fees and other items due and owing payable to it hereunder, such Bank shall forthwith purchase a participation in the Loans from the other amounts (including fees Banks as shall be necessary to cause such purchasing Bank to share the excess payment ratably based on the Commitment Ratios with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Bank, such purchase from each Bank shall be rescinded and expenses) constituting part of such Bank shall repay to the Secured Obligations other than Non-Credit Party Obligations (purchasing Bank the amounts so applied to be distributed ratably among the Lenders (and purchase price to the extent applicable of such recovery. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to Hedging Arrangementsthis Section may, to the fullest extent permitted by law, exercise all its rights of payment with respect to such participation as fully as if such Bank were the direct creditor of the Borrower in the amount of such participation so long as the Borrower's Obligations are not increased. If the Swing Line Lender shall obtain any payment (whether involuntary or otherwise) on account of the Swing Line Loans made by it in excess of the Swing Line Loans then outstanding and the Swing Line Lender's share of any expenses, fees and other items due and payable to it hereunder, the Swap Counterparties and Swing Line Lender shall forthwith return such excess payment to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably for distribution among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them Banks based on the date provisions of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directthis Section.

Appears in 1 contract

Sources: Loan Agreement (Irt Property Co)

Application of Payments. Prior Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments made hereunder received on account of the Obligations shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRSTfollows: (a) first, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any that portion of the Secured ObligationsObligations constituting fees, including all court costs indemnities, expenses and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expensesdisbursements and other charges of counsel payable under Section 10.03 and amounts payable under the Fee Letters) constituting part payable to the Agents in their capacity as such; (b) second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders and the Hedge Providers (including fees and disbursements and other charges of counsel payable under this Credit AgreementSection 10.03) arising under the Loan Documents, pro rata ratably among them in proportion to the respective amounts described in this clause (b) payable to them; (c) third, ratably to payment of that portion of the Obligations constituting (i) accrued and unpaid charges and interest on the Loans ratably among the Lenders; FIFTH, and (ii) payments (other than termination payments) then due and payable to the Hedge Providers under the Permitted Hedge Agreements, in each case, in proportion to the respective amounts described in this clause (c) payable to them; (d) fourth, ratably to payment of that portion of the Obligations constituting (i) unpaid principal of the Loans, and (ii) any termination payments to the Hedge Providers under the Permitted Hedge Agreements; (e) fifth, to the payment in full of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed other Obligations, in each case ratably among the Swap Counterparties Agents, the Lenders and the Banking Service Providers) pro rata Hedge Providers based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts of thereof then due and payable; and (f) finally, the Non-Credit Party balance, if any, after all Obligations owed to them on the date of any such distribution; SIXTHhave been indefeasibly paid in full, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, Borrower or as a court of competent jurisdiction may otherwise directrequired by Law.

Appears in 1 contract

Sources: Credit and Guarantee Agreement (Contango ORE, Inc.)

Application of Payments. Prior to an Event of Default(a) Except as otherwise provided herein, all payments made hereunder shall be applied received by the Administrative Agent ABL Secured Parties may be applied, reversed and reapplied, in whole or in part, to such part of the ABL Obligations as directed by the BorrowerABL Secured Parties, but subject to in their sole discretion, deem appropriate, consistent with the terms of this Agreementthe ABL Loan Documents. Except as otherwise provided herein, including each Term Loan/Notes Agent, on behalf of itself and each applicable Term Loan/Notes Secured Party, assents to any such extension or postponement of the application time of prepayments according payment of the ABL Obligations or any part thereof and to Section 2.5 any other indulgence with respect thereto, to any substitution, exchange or release of any security that may at any time secure any part of the ABL Obligations and Section 2.12. During to the existence addition or release of an Event of Defaultany other Person primarily or secondarily liable therefor. (b) Except as otherwise provided herein, all payments and collections received by the Administrative Agent shall Term Loan/Notes Secured Parties may be applied to the Secured Obligations applied, reversed and reapplied, in accordance with Section 2.12 and otherwise whole or in the following order: FIRSTpart, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any part of the Term Loan/Notes Obligations as the Term Loan/Notes Secured ObligationsParties, including all court costs and in their sole discretion, deem appropriate, consistent with the fees and expenses terms of its agents and legal counselthe Term Loan/Notes Documents. Except as otherwise provided herein, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document ABL Agent, on behalf of itself and each ABL Secured Party, assents to any Credit Party such extension or postponement of the time of payment of the Term Table of Contents Loan/Notes Obligations or any part thereof and to any other costs indulgence with respect thereto, to any substitution, exchange or expenses incurred in connection with the exercise release of any right or remedy hereunder or under security that may at any other Credit Document; SECOND, to the payment of all accrued interest constituting time secure any part of the Secured Term Loan/Notes Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date addition or release of any such distribution); THIRD, to the payment of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors Person primarily or assigns, or as a court of competent jurisdiction may otherwise directsecondarily liable therefor.

Appears in 1 contract

Sources: Abl Intercreditor Agreement (Community Health Systems Inc)

Application of Payments. Prior to an Event All amounts received in its Concentration Account of Default, all payments made hereunder a Borrower from the Lockbox Banks shall be applied credited to the Loan Account daily. All amounts received in the Concentration Account of any Subsidiary which is a Borrower Party (but not a Borrower) shall be transferred to the Concentration Account of its direct or indirect parent corporation which is a Borrower and credited by the Administrative Agent applicable Borrower to the outstanding balance of the Indebtedness of such Borrower Party to the Borrower. If no Revolving Loans are then outstanding and no other Obligations are then due, amounts received in a Concentration Account in accordance with the preceding sentences shall be transmitted to the applicable Borrower's Disbursement Account or as otherwise directed by the Borrowerapplicable Borrower in writing. Except as provided in Section 9.5, but subject to after the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence occurrence of an Event of Default, and until it is waived, all payments and collections amounts received by the Administrative Agent from the Lockbox Banks, from liquidation of Collateral or otherwise, shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDfirst, to the payment of any then Fees, Expenses or other Obligations due and owing principal constituting part payable to the Agent under any of the Secured Obligations Credit Documents, including Agent Advances and any other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions advanced by the Administrative Agent to pay the principal amount on behalf of the outstanding Borrowings, pro rata to the Lenders; FOURTHsecond, to the payment of any then Fees, expenses or other Obligations due and owing other amounts (including fees and expenses) constituting part payable to the Issuing Bank under any of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and Documents; third, to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date ratable payment of any such distribution)Fees, Expenses or other Obligations due and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under any of the Credit Documents other than those Obligations specifically referred to in this Credit Agreement, pro rata to the LendersSection; FIFTHfourth, to the ratable payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them due on the date of any such distributionRevolving Loans; SIXTHand, fifth, to the ratable payment of any then principal due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directRevolving Loans.

Appears in 1 contract

Sources: Credit Agreement (Aerosol Services Co Inc)

Application of Payments. Prior All amounts paid to or received by Lender in respect of the monetary Obligations, from whatever source (whether from any Borrower or any other Loan Party pursuant to such other Loan Party’s guaranty of the Obligations, any realization upon any Collateral, or otherwise) shall, unless otherwise directed by Borrowing Agent with respect to any particular payment (unless an Event of DefaultDefault shall then be continuing, all payments made hereunder in which event Lender may disregard Borrowing Agent’s direction), be applied by Lender to the Obligations in such order as Lender may elect, and absent such election shall be applied as follows: (a) FIRST, to reimburse Lender for all out-of-pocket costs and expenses, and all indemnified losses, incurred by the Administrative Agent as directed by the Borrower, but subject Lender which are reimbursable to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations Lender in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Credit Document) in connection with this Agreement or and/or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; Loan Documents, (b) SECOND, to the payment of all any accrued but unpaid interest constituting part of the Secured Obligations other than Non-Credit Party Obligations on any Protective Advances, (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersc) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment outstanding principal of any then due and owing principal constituting part of the Secured Obligations other than Non-Credit Party Obligations Protective Advances, (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providersd) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and accrued but unpaid fees owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders Lender under this Credit Agreement, pro rata to the Lenders; Agreement and/or any other Loan Documents, (e) FIFTH, to the payment of all any unpaid accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; Obligations, (f) SIXTH, to the payment of any then due and owing outstanding principal constituting part of the Non-Obligations, and, to the extent required by this Agreement, to cash collateralize the Letter of Credit Party Obligations Balance, and (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providersg) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due other outstanding Obligations; and owing other amounts (including fees and expenses) constituting part after payment in full in cash of all of the Non-Credit Party outstanding monetary Obligations, any further amounts paid to or received by Lender in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts so applied will be credited to be distributed ratably among the Swap Counterparties Loan Account and the Banking Service ProvidersCollateral balances to which they relate upon Lender’s receipt of an advice from Lender’s Bank (set forth in Section 5 of Schedule A) pro rata that such items have been credited to Lender’s account at Lender’s Bank (or upon Lender’s deposit thereof at Lender’s Bank in accordance with such amounts owed the case of payments received by Lender in kind), in each case subject to them final payment and collection. However, for purposes of computing interest on the date Obligations, such items shall be deemed applied by Lender three (3) Business Days after Lender’s receipt of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court advice of competent jurisdiction may otherwise directdeposit thereof at Lender’s Bank.

Appears in 1 contract

Sources: Loan and Security Agreement (Transact Technologies Inc)

Application of Payments. Prior to an Event of Default, all Agent shall apply payments made hereunder to Agent, for the benefit of Lenders, in the following order of priority: (a) Payments from Extraordinary Transaction Proceeds. Payments from Extraordinary Transaction Proceeds shall be applied by the Administrative Agent as directed by the Borrower, but subject applied: (i) first to the terms of this AgreementCosts, including the payment of any costs and expenses incurred by Agent and/or Lenders to enforce any rights hereunder or under the other Loan Documents; (ii) then to accrued but unpaid interest and other fees and expenses then due and payable hereunder; and (iii) then pro-rata to the unpaid principal amount of the Tranche A and Tranche B Loans, based on the respective principal amounts then outstanding. (b) Payments in the Ordinary Course of Business. Payments which are not made from Extraordinary Transaction Proceeds shall be applied: (i) first to Costs, including the payment of any costs and expenses incurred by Agent and/or Lenders to enforce any rights hereunder or under the other Loan Documents; (ii) then to accrued but unpaid interest and other fees and expenses then due and payable hereunder; (iii) then to the unpaid principal balance of the Tranche B Loans, and (iv) then pro-rata to the unpaid principal amount of the Tranche A Loans. (c) Notwithstanding the foregoing, (i) Agent shall, to the extent possible, not allocate payments in a manner which would create a LIBOR Breakage Fee or other fee or penalty payable by Borrower which would not otherwise be imposed and (ii) Lenders may elect to allocate payments in any other order of priority as Lenders shall in their sole and exclusive discretion elect to Secured Obligations which are then due and owing, in any order of priority as Lenders shall elect. Borrower (y) irrevocably waives the right to direct the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative Agent shall be applied to the Secured Obligations in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder from or under any other Credit Document) in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of Borrower, and (z) agrees that Agent shall have the continuing exclusive right to apply and reapply any Credit Party and all such payments and collections against the Loans or any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the payment of any then due and owing principal constituting part payable in such manner as Agent may deem appropriate, notwithstanding any entry by Agent upon any of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (its books and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with the principal amounts of the Secured Obligations owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directrecords.

Appears in 1 contract

Sources: Loan Agreement (Firstcity Financial Corp)

Application of Payments. Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative DIP Agent as directed by the BorrowerBorrower in accordance with the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. Upon the occurrence and during the continuance of an Event of Default, all payments and collections received by the DIP Agent (other than as a result of the exercise of remedies against Collateral or against the Borrower or any Subsidiary) shall be applied by the DIP Agent in its discretion, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all payments and collections received by the Administrative DIP Agent as a result of the exercise of remedies against Collateral or against the Borrower or any Restricted Subsidiary shall be applied to the Secured DIP Obligations in accordance with Section 2.12 and otherwise in the following order: FIRST, to the payment of all costs and expenses incurred by the Administrative DIP Agent (in its capacity as such hereunder or under any other Credit Loan Document) in connection with this Agreement or any of the Secured DIP Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative DIP Agent as secured party hereunder or under any other Credit Loan Document on behalf of any Credit Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Loan Document; SECOND, to the payment of all accrued interest constituting part of the Secured Obligations other than Non-Credit Party DIP Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata DIP Secured Parties in accordance with the amounts of the Secured DIP Obligations described in this clause "SECOND" owed to them on the date of any such distribution); THIRD, to the payment of any then due DIP Obligations not addressed in clauses "FIRST" or "SECOND" of this Section 7.6 (including, without limitation, any principal, fees or expenses, Letter of Credit Obligations, Obligations to make deposits into the Cash Collateral Account, Secured Obligations owing to Swap Counterparties in respect of Hedging Arrangements, and owing principal Banking Services Obligations) constituting part of the Secured Obligations other than Non-Credit Party DIP Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata DIP Secured Parties in accordance with the principal amounts of the Secured Obligations described in this clause "THIRD" owed to them on the date of any such distribution), ; and when applied to make distributions by the Administrative Agent to pay the principal amount of the outstanding Borrowings, pro rata to the Lenders; FOURTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Secured Obligations other than Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Lenders (and to the extent applicable to Hedging Arrangements, the Swap Counterparties and to the extent applicable to Banking Services Obligations, the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution), and when applied to make distributions by the Administrative Agent to pay such amounts payable to the Lenders under this Credit Agreement, pro rata to the Lenders; FIFTH, to the payment of all accrued interest constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SIXTH, to the payment of any then due and owing principal constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with the principal amounts of the Non-Credit Party Obligations owed to them on the date of any such distribution; SEVENTH, to the payment of any then due and owing other amounts (including fees and expenses) constituting part of the Non-Credit Party Obligations (the amounts so applied to be distributed ratably among the Swap Counterparties and the Banking Service Providers) pro rata in accordance with such amounts owed to them on the date of any such distribution; and EIGHTH, to the Credit Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, payments and collections received by the Lender from any Loan Party that is not a Qualified ECP Guarantor (and any proceeds received in respect of such Loan Party's Collateral shall not be applied to Excluded Swap Obligations with respect to any Loan Party, provided, however, that the DIP Agent shall make such adjustments as it determines are appropriate with respect to payments and collections received from the other Loan Parties (or proceeds received in respect of such other Loan Parties' Collateral) to preserve, as nearly as possible, the allocation to Secured Obligations otherwise set forth above in this Section 7.6 (assuming that, solely for purposes of such adjustments, Secured Obligations includes Excluded Swap Obligations).

Appears in 1 contract

Sources: Debtor in Possession Credit Agreement (Extraction Oil & Gas, Inc.)