Common use of DISTRIBUTION AND APPLICATION OF COLLECTIONS AND OTHER AMOUNTS Clause in Contracts

DISTRIBUTION AND APPLICATION OF COLLECTIONS AND OTHER AMOUNTS. (a) So long as no Actionable Default has occurred and is continuing, all amounts distributed to the Agent pursuant to SECTION 4 of the Postpetition Collateral Agency Agreement for application to the Postpetition Obligations shall be applied by the Agent in the following order: FIRST, to the payment of any Fees, Expenses or other Postpetition Obligations due and payable to the Agent under any of the Credit Documents, including Agent Revolving Advances and any other amounts advanced by the Agent on behalf of the Revolving Lenders; SECOND, to the payment of any Fees, Expenses or other Postpetition Obligations due and payable to the Issuing Bank under any of the Credit Documents; THIRD, to the ratable payment of any Fees, Expenses or other Postpetition Obligations due and payable to the Revolving Lenders under any of the Credit Documents other than those Postpetition Obligations specifically referred to in this Section 4.11(A); FOURTH, to the ratable payment of any Fees, Expenses or other Postpetition Obligations due and payable to the Original Term Lenders and the Second Term Lenders under any of the Credit Documents other than those Postpetition Obligations specifically referred to in this Section 4.11(A); FIFTH, to the ratable payment of interest due and payable on the Revolving Loans to the Revolving Lenders; SIXTH, to the ratable payment of principal due on the Revolving Loans to the Revolving Lenders; SEVENTH, to the payment of interest due and payable on the Original Term Loan and the Second Term Loan to the Original Term Lenders and the Second Term Lenders; EIGHTH, to the payment of principal due on the Original Term Loan and the Second Term Loan to the Original Term Lenders and the Second Term Lenders; NINTH, to the payment of any Fees, Expense or other Postpetition Obligations due and payable to the Overadvance Term Lender under any of the Credit Documents other than those Postpetition Obligations specifically referred to in this SECTION 4.11(A); TENTH, to the payment of interest due and payable on the Overadvance Term Loan to the Overadvance Term Lender; and ELEVENTH, to the payment of principal due on the Overadvance Term Loan to the Overadvance Term Lender, it being understood and agreed that, notwithstanding any acceleration of the maturity of the Postpetition Obligations in respect of (i) the Original Term Loan and the Second Term Loan pursuant to SECTION 9.2A or any other provision of this Credit Agreement or any other Credit Document, no amounts shall be distributed to the Term Lenders pursuant to the foregoing clause eighth if no Actionable Default has occurred and is continuing until all Postpetition Obligations owing to the Revolving Lenders have been indefeasibly paid in full and the Revolving Commitments have been terminated and (ii) the Overadvance Term Loan pursuant to SECTION 9.213 or any other provision of this Credit Agreement or any other Credit Document, no amounts shall be distributed to the Overadvance Term Lender pursuant to the foregoing clause eleventh until all Postpetition Obligations owing to the Revolving Lenders and the Term Lenders have been indefeasibly paid in full and the Revolving Commitments have been terminated. (b) After an Actionable Default has occurred and is continuing, all amounts distributed to the Agent pursuant to SECTION 4 of the Postpetition Collateral Agency Agreement for application to the Postpetition Obligations and the Prepetition Obligations shall be applied by the Agent to the payment of the Postpetition Obligations in the order prescribed in SECTION 4.11(A), except that in such circumstance no payments shall be made pursuant to (i) clauses fourth, seventh or eighth of SECTION 4.11(A) until all Postpetition Obligations owing to the Revolving Lenders have been indefeasibly paid in full and the Revolving Commitments have been terminated and (ii) clauses ninth, tenth or eleventh of SECTION 4.11(A) until all Postpetition Obligations owing to the Revolving Lenders and the Term Lenders have been indefeasibly paid in full and the Revolving Commitments have been terminated.

DISTRIBUTION AND APPLICATION OF COLLECTIONS AND OTHER AMOUNTS. (a) All amounts received by the Collateral Agent in the Collateral Account shall be distributed by the Collateral Agent for application to the Prepetition Obligations and the Postpetition Obligations, respectively, pursuant to SECTION 4 of the Postpetition Collateral Agency Agreement. (b) So long as no Actionable Default has occurred and is continuing, all amounts distributed to the Agent pursuant to SECTION 4 of the Postpetition Collateral Agency Agreement for application to the Postpetition Obligations and the Prepetition Obligations shall be applied by the Agent in the following order: FIRST, to the payment of any Prepetition Obligations payable to the Agent (in its capacity as agent under the Prepetition Credit Agreements) and the Prepetition Lenders under any of the Prepetition Credit Documents in the order prescribed in SECTION 4.1 of the Postpetition Collateral Agency Agreement and under the Prepetition Credit Agreements; SECOND, to the payment of any Fees, Expenses or other Postpetition Obligations due and payable to the Agent under any of the Credit Documents, including Agent Revolving Advances and any other amounts advanced by the Agent on behalf of the Revolving Lenders; SECONDTHIRD, to the payment of any Fees, Expenses or other Postpetition Obligations due and payable to the Issuing Bank under any of the Credit Documents; THIRDFOURTH, to the ratable payment of any Fees, Expenses or other Postpetition Obligations due and payable to the Revolving Lenders under any of the Credit Documents other than those Postpetition Obligations specifically referred to in this Section 4.11(ASECTION 4.11(B); FOURTHFIFTH, to the ratable payment of any Fees, Expenses or other Postpetition Obligations due and payable to the Original Term Lenders and the Second Term Lenders under any of the Credit Documents other than those Postpetition Obligations specifically referred to in this Section 4.11(ASECTION 4.11(B); FIFTHSIXTH, to the ratable payment of interest due and payable on the Revolving Loans to the Revolving Lenders; SIXTHSEVENTH, to the ratable payment of principal due on the Revolving Loans to the Revolving Lenders; SEVENTHEIGHTH, to the payment of interest due and payable on the Original Term Loan and the Second Term Loan to the Original Term Lenders and the Second Term Lenders; EIGHTHand NINTH, to the payment of principal due on the Original Term Loan and the Second Term Loan to the Original Term Lenders and the Second Term Lenders; NINTH, to the payment of any Fees, Expense or other Postpetition Obligations due and payable to the Overadvance Term Lender under any of the Credit Documents other than those Postpetition Obligations specifically referred to in this SECTION 4.11(A); TENTH, to the payment of interest due and payable on the Overadvance Term Loan to the Overadvance Term Lender; and ELEVENTH, to the payment of principal due on the Overadvance Term Loan to the Overadvance Term Lender, it being understood and agreed that, notwithstanding any acceleration of the maturity of the Postpetition Obligations in respect of (i) the Original Term Loan and the Second Term Loan pursuant to SECTION 9.2A or any other provision of this Credit Agreement or any other Credit Document, no amounts shall be distributed to the Term Lenders pursuant to the foregoing clause eighth ninth if no Actionable Default has occurred and is continuing until all Postpetition Obligations owing to the Revolving Lenders have been indefeasibly paid in full and the Revolving Commitments have been terminated and (ii) the Overadvance Term Loan pursuant to SECTION 9.213 or any other provision of this Credit Agreement or any other Credit Document, no amounts shall be distributed to the Overadvance Term Lender pursuant to the foregoing clause eleventh until all Postpetition Obligations owing to the Revolving Lenders and the Term Lenders have been indefeasibly paid in full and the Revolving Commitments have been terminated. (bc) After an Actionable Default has occurred and is continuing, all amounts distributed to the Agent pursuant to SECTION 4 of the Postpetition Collateral Agency Agreement for application to the Postpetition Obligations and the Prepetition Obligations shall be applied by the Agent in the following order: FIRST, to the payment of the Postpetition Obligations in the order prescribed in SECTION 4.11(A4.11(B), except that in such circumstance no payments shall be made pursuant to (i) clauses fourthfifth, seventh eighth or eighth ninth of SECTION 4.11(ASection 4.11(b) until all Postpetition Obligations owing to the Revolving Lenders have been indefeasibly paid in full and the Revolving Commitments have been terminated terminated; and (ii) clauses ninthSECOND, tenth or eleventh of SECTION 4.11(A) until all Postpetition Obligations owing to the Revolving Lenders and payment of the Term Lenders have been indefeasibly paid Prepetition Obligations in full and the Revolving Commitments have been terminatedorder prescribed in Section 4.2 of the Postpetition Collateral Agency Agreement.

DISTRIBUTION AND APPLICATION OF COLLECTIONS AND OTHER AMOUNTS. (a) So long as no Actionable Subject to the provisions of the Order, including, without limitation, Paragraph 15 thereof, all Collections received by the Agent, and all other amounts received by the Borrowers from any account debtor, or from the proceeds of any Collateral and delivered to the Agent, shall be credited to the Loan Account, unless an Event of Default has occurred and is continuing, all in which case such Collections and other amounts distributed to the Agent pursuant to SECTION 4 of the Postpetition Collateral Agency Agreement for application to the Postpetition Obligations shall be distributed and applied by the Agent in the following order: FIRSTfirst, to the payment of any Fees, Expenses or other Postpetition Obligations due and payable to the Agent under any of the Credit Documents, including Agent Revolving Advances and any other amounts advanced by the Agent on behalf of the Revolving Lenders; SECONDsecond, to the payment of any Fees, Expenses or other Postpetition Obligations due and payable to the Issuing Bank under any of the Credit Documents; THIRDthird, to the ratable payment of any Fees, Expenses or other Postpetition Obligations due and payable to the Revolving Lenders under any of the Credit Documents other than those Postpetition Obligations specifically referred to in this Section 4.11(A)Section; FOURTH, to the ratable payment of any Fees, Expenses or other Postpetition Obligations due and payable to the Original Term Lenders and the Second Term Lenders under any of the Credit Documents other than those Postpetition Obligations specifically referred to in this Section 4.11(A); FIFTHfourth, to the ratable payment of interest due and payable on the Revolving Loans to the Revolving LendersLoans; SIXTHand, fifth, to the ratable payment of principal due on the Revolving Loans. Notwithstanding the foregoing, any distributions for the ratable payment of interest and principal on the Revolving Loans shall be made by the Agent as if no Tranche B Availability Revolving Loans were outstanding, to the Revolving Lenders; SEVENTH, effect that all interest and principal on all other outstanding loans shall be paid prior to the payment of interest due and payable principal on the Original Term Loan and the Second Term Loan to the Original Term Lenders and the Second Term Lenders; EIGHTH, to the payment of principal due on the Original Term Loan and the Second Term Loan to the Original Term Lenders and the Second Term Lenders; NINTH, to the payment of any Fees, Expense or other Postpetition Obligations due and payable to the Overadvance Term Lender under any of the Credit Documents other than those Postpetition Obligations specifically referred to in this SECTION 4.11(A); TENTH, to the payment of interest due and payable on the Overadvance Term Loan to the Overadvance Term Lender; and ELEVENTH, to the payment of principal due on the Overadvance Term Loan to the Overadvance Term Lender, it being understood and agreed that, notwithstanding any acceleration of the maturity of the Postpetition Obligations in respect of (i) the Original Term Loan and the Second Term Loan pursuant to SECTION 9.2A or any other provision of this Credit Agreement or any other Credit Document, no amounts shall be distributed to the Term Lenders pursuant to the foregoing clause eighth if no Actionable Default has occurred and is continuing until all Postpetition Obligations owing to the Revolving Lenders have been indefeasibly paid in full and the Revolving Commitments have been terminated and (ii) the Overadvance Term Loan pursuant to SECTION 9.213 or any other provision of this Credit Agreement or any other Credit Document, no amounts shall be distributed to the Overadvance Term Lender pursuant to the foregoing clause eleventh until all Postpetition Obligations owing to the Revolving Lenders and the Term Lenders have been indefeasibly paid in full and the Revolving Commitments have been terminatedLoans outstanding against Tranche B Availability. (b) After an Actionable Default has occurred and is continuing, all amounts distributed to the Agent pursuant to SECTION 4 of the Postpetition Collateral Agency Agreement for application to the Postpetition Obligations and the Prepetition Obligations shall be applied by the Agent to the payment of the Postpetition Obligations in the order prescribed in SECTION 4.11(A), except that in such circumstance no payments shall be made pursuant to (i) clauses fourth, seventh or eighth of SECTION 4.11(A) until all Postpetition Obligations owing to the Revolving Lenders have been indefeasibly paid in full and the Revolving Commitments have been terminated and (ii) clauses ninth, tenth or eleventh of SECTION 4.11(A) until all Postpetition Obligations owing to the Revolving Lenders and the Term Lenders have been indefeasibly paid in full and the Revolving Commitments have been terminated.