Common use of Application of Payments after Acceleration Clause in Contracts

Application of Payments after Acceleration. (i) Application of Payments After Acceleration and Prior to Exercise of the Call Option. Subsequent to the acceleration of the Obligations under this Section 8.2 and prior to exercise of the Call Option, payments and prepayments with respect to the Obligations made to the Administrative Agent, the Issuing Banks or the Lenders, or otherwise received by the Administrative Agent, any Issuing Bank or any Lender (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10 hereof): FIRST, to the costs and expenses (including, without limitation, attorneys' fees and expenses), if any, incurred by the Administrative Agent, any Issuing Bank or any Lender in the collection of such amounts under this Agreement or of the Loan Documents, including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral; SECOND, to the payment of interest then due and payable on the Swing Loans; THIRD, to the payment of the principal of any Swing Loans then outstanding; FOURTH, to any fees then due and payable to the Administrative Agent under this Agreement or any other Loan Document; FIFTH, to any fees then due and payable to the Lenders and the Issuing Banks under this Agreement or any other Loan Document; SIXTH, to the payment of interest then due and payable on the Revolving Loans and the Term Loans; SEVENTH, to the payment of the principal of the Tranche B Loans then outstanding; EIGHTH, to the payment of the principal of the Tranche A Loans then outstanding; NINTH, to the payment of principal of the Revolving Loans then outstanding; TENTH, pro rata to the payment of any obligation under any Interest Hedge Agreement between any Borrower, on the one hand, and the Administrative Agent (or an affiliate of the Administrative Agent) or one or more Lenders (or an affiliate of a Lender), on the other hand; ELEVENTH, to the extent of any Letter of Credit Obligations then outstanding, to the Letter of Credit Reserve Account; TWELFTH, to any other Obligations not otherwise referred to in this Section 8.2(d); THIRTEENTH, to damages incurred by the Administrative Agent, any Issuing Bank or any Lender by reason of any breach hereof or of any other Loan Document; and FOURTEENTH, upon satisfaction in full of all Obligations to the Borrowers or as otherwise required by law. Notwithstanding the foregoing, to the extent any amount received hereunder consists of proceeds from the sale of the Tranche A Collateral, such amount shall be applied to reduce the outstanding amount of the Tranche A Loan Obligations.

Application of Payments after Acceleration. (i) Application of Payments After Acceleration and Prior to Exercise of the Call Option. Subsequent to the acceleration of the Obligations under this Section 8.2 and prior to exercise of the Call Option, payments and prepayments with respect to the Obligations made to the Administrative Agent, the Issuing Banks or the Lenders, or otherwise received by the Administrative Agent, any Issuing Bank or any Lender (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10 hereof): FIRST, to the costs and expenses (including, without limitation, attorneys' fees and expenses), if any, incurred by the Administrative Agent, any Issuing Bank or any Lender in the collection of such amounts under this Agreement or of the Loan Documents, including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral; SECOND, to the payment of interest then due and payable on the Swing Loans; THIRD, to the payment of the principal of any Swing Loans then outstanding; FOURTH, to any fees then due and payable to the Administrative Agent under this Agreement or any other Loan Document; FIFTHTHIRD, to any fees then due and payable to the Lenders and the Issuing Banks under this Agreement or any other Loan Document; SIXTHFOURTH, to the payment of interest then due and payable on the Revolving Loans and the Term Loans; SEVENTHFIFTH, to the payment of the principal of the Tranche B Loans then outstanding; EIGHTHSIXTH, to the payment of the principal of the Tranche A Loans then outstanding; NINTHSEVENTH, to the payment of principal of the Revolving Loans then outstanding; TENTHEIGHTH, pro rata to the payment of any obligation under any Interest Hedge Agreement between any Borrower, on the one hand, and the Administrative Agent (or an affiliate of the Administrative Agent) or one or more Lenders (or an affiliate of a Lender), on the other hand; ELEVENTHNINTH, to the extent of any Letter of Credit Obligations then outstanding, to the Letter of Credit Reserve Account; TWELFTHTENTH, to any other Obligations not otherwise referred to in this Section 8.2(d); THIRTEENTHELEVENTH, to damages incurred by the Administrative Agent, any Issuing Bank or any Lender by reason of any breach hereof or of any other Loan Document; and FOURTEENTHTWELFTH, upon satisfaction in full of all Obligations to the Borrowers or as otherwise required by law. Notwithstanding the foregoing, to the extent any amount received hereunder consists of proceeds from the sale of the Tranche A Collateral, such amount shall be applied to reduce the outstanding amount of the Tranche A Loan Obligations.

Application of Payments after Acceleration. (i) Application of Payments After Acceleration and Prior to Exercise of the Call Option. Subsequent to the acceleration of the Obligations under this Section 8.2 and prior to exercise of the Call Option, payments and prepayments with respect to the Obligations made to the Administrative Agent, the Issuing Banks or the Lenders, or otherwise received by the Administrative Agent, any Issuing Bank or any Lender (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10 hereof): FIRST, to the costs and expenses (including, without limitation, attorneys' fees and expenses), if any, incurred by the Administrative Agent, any Issuing Bank or any Lender in the collection of such amounts under this Agreement or of the Loan Documents, including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral; SECOND, to the payment of interest then due and payable on the Swing Loans; THIRD, to the payment of the principal of any Swing Loans then outstanding; FOURTH, to any fees then due and payable to the Administrative Agent under this Agreement or any other Loan Document; FIFTHTHIRD, to any fees then due and payable to the Lenders and the Issuing Banks under this Agreement or any other Loan Document; SIXTHFOURTH, to the payment of interest then due and payable on the Revolving Loans and the Term Loans, on a pro rata basis; SEVENTHFIFTH, to the payment of the principal of the Tranche B Term Loans then outstanding, on a pro rata basis; EIGHTH, to the payment of the principal of the Tranche A Loans then outstanding; NINTHSIXTH, to the payment of principal of the Revolving Loans then outstanding; TENTHSEVENTH, pro rata to the payment of any obligation under any Interest Hedge Agreement between any Borrower, on the one hand, and the Administrative Agent (or an affiliate of the Administrative Agent) or one or more Lenders (or an affiliate of a Lender), on the other hand, on a pro rata basis; ELEVENTHEIGHTH, to the extent of any Letter of Credit Obligations then outstanding, to the Letter of Credit Reserve Account; TWELFTHNINTH, to any other Obligations not otherwise referred to in this Section 8.2(d); THIRTEENTHTENTH, to damages incurred by the Administrative Agent, any Issuing Bank or any Lender by reason of any breach hereof or of any other Loan Document; and FOURTEENTHELEVENTH, upon satisfaction in full of all Obligations to the Borrowers or as otherwise required by law. Notwithstanding the foregoing, to the extent any amount received hereunder consists of proceeds from the sale of the Tranche A Collateral, such amount shall be applied to reduce the outstanding amount of the Tranche A Loan Obligations.

Application of Payments after Acceleration. (i) Application of Payments After Acceleration and Prior to Exercise of the Call Option. Subsequent to the acceleration of the Obligations under this Section 8.2 and prior to exercise of the Call Option, payments and prepayments with respect to the Obligations made to the Administrative Agent, the Issuing Banks or the Lenders, or otherwise received by the Administrative Agent, any Issuing Bank or any Lender (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10 hereof): FIRST, to the costs and expenses (including, without limitation, attorneys' fees and expenses), if any, incurred by the Administrative Agent, any Issuing Bank or any Lender in the collection of such amounts under this Agreement or of the Loan Documents, including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral; SECOND, to the payment of interest then due and payable on the Swing Loans; THIRD, to the payment of the principal of any Swing Loans then outstanding; FOURTH, to any fees then due and payable to the Administrative Agent under this Agreement or any other Loan Document; FIFTHTHIRD, to any fees then due and payable to the Lenders and the Issuing Banks under this Agreement or any other Loan Document; SIXTHFOURTH, to the payment of interest then due and payable on the Revolving Loans and the Term Loans, on a pro rata basis; SEVENTHFIFTH, to the payment of the principal of the Tranche B Term Loans then outstanding, on a pro rata basis; EIGHTH, to the payment of the principal of the Tranche A Loans then outstanding; NINTHSIXTH, to the payment of principal of the Revolving Loans then outstanding; TENTH, on a pro rata basis; SEVENTH, to the payment of any obligation under any Interest Hedge Agreement between any Borrower, on the one hand, and the Administrative Agent (or an affiliate of the Administrative Agent) or one or more Lenders (or an affiliate of a Lender), on the other hand, on a pro rata basis; ELEVENTHEIGHTH, to the extent of any Letter of Credit Obligations then outstanding, to the Letter of Credit Reserve Account; TWELFTHNINTH, to any other Obligations not otherwise referred to in this Section 8.2(d); THIRTEENTHTENTH, to damages incurred by the Administrative Agent, any Issuing Bank or any Lender by reason of any breach hereof or of any other Loan Document; and FOURTEENTHELEVENTH, upon satisfaction in full of all Obligations to the Borrowers or as otherwise required by law. Notwithstanding the foregoing, to the extent any amount received hereunder consists of proceeds from the sale of the Tranche A Collateral, such amount shall be applied to reduce the outstanding amount of the Tranche A Loan Obligations.