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

Payments Prior to Event of Default. Prior to the occurrence and continuance of an Event of Default, all amounts received by the Administrative Agent from the Borrower (other than payments specifically earmarked or required by the terms of this Agreement for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.12 (which shall be applied as earmarked or required, or, with respect to payments under Section 2.12, as set forth in Section 2.12)), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of the rights of the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents; SECOND, pro rata, to the payment of any fees then due and payable to the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Documents; THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder; FOURTH, pro rata, to the payment of principal then due and payable on the Loans; FIFTH, to the payment of any obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements; and SIXTH, to the payment of all other Obligations not otherwise referred to in this Section 2.27(a) then due and payable. Subject to items “FIRST” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Payments Prior to Event of Default. Prior to the occurrence and continuance of an Event of Default, all amounts received by the Administrative Agent from the Borrower (other than payments specifically earmarked or required by the terms of this Agreement for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.12 (which shall be applied as earmarked or required, or, with respect to payments under Section 2.12, as set forth in Section 2.12)), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of the rights of the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents; SECOND, pro rata, to the payment of any fees then due and payable to the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Documents; THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder; FOURTH, pro rata, to the payment of principal then due and payable on the Loans; FIFTH, to the payment of any obligations the Obligations arising in respect of Bank Products then owing under Secured Hedge Agreements due and Secured Cash Management Agreementspayable; and SIXTH, to the payment of all other Obligations not otherwise referred to in this Section 2.27(a) then due and payable. Subject to items “FIRST” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations. Amounts distributed with respect to any Indebtedness in respect of Bank Products shall be the lesser of the applicable Bank Product Amount last reported to Administrative Agent or the actual amount of such Indebtedness, as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Indebtedness in respect of Bank Products, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the relevant Lender or Affiliate of a Lender providing such Bank Products. In the absence of such notice, Administrative Agent may assume the amount to be distributed is the Bank Product Amount last reported to it.

Payments Prior to Event of Default. Prior to the occurrence and continuance of At all times during which an Event of DefaultDefault has not occurred and is continuing, all amounts received by the any Administrative Agent from the Borrower (other than payments specifically earmarked or required by the terms of this Agreement for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.12 (which shall be applied as earmarked or required, or, with respect to payments under Section 2.12, as set forth in Section 2.12))Borrowers, shall be distributed by the such Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each Administrative Agent and the Administrative Collateral Agent incurred by such Administrative Agent and the Administrative Collateral Agent in connection with the enforcement of the rights of the Administrative Agent, the Issuing Bank and the Lenders Lender Group under the Loan DocumentsDocuments pursuant to either Facility and (ii) any Agent Advances made by the Revolving Facility Administrative Agent under or pursuant to the terms of the Loan Documents and interest accrued thereon; SECOND, pro rata, to the payment of any fees and reimbursable expenses then due and payable to the each Administrative Agent, the Issuing Bank or the Swingline Lender Swing Line Bank hereunder or under any other Loan Documents; THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder; FOURTH, pro rata, to the payment of principal then due and payable on the Loans; FIFTH, Loans and unreimbursed Letter of Credit Obligations (or cash collateral up to 105% of outstanding exposure) and to the payment of any obligations the Obligations arising in respect of Bank Products then owing under Secured Hedge Agreements due and Secured Cash Management Agreementspayable, on a pro rata basis; and SIXTHFIFTH, to the payment of all other Obligations not otherwise referred to in this Section 2.27(a2.11(a) then due and payable. Subject ; and SIXTH, upon satisfaction in full of all Obligations, to items “FIRST” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the ObligationsBorrowers or as otherwise required by law.

Payments Prior to Event of Default. Prior to the occurrence and continuance of an Event of Default, all amounts received by the Administrative Agent from the Borrower Borrowers (other than payments specifically earmarked or required by the terms of this Agreement for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.12 2.6(c) (which shall be applied as earmarked or required, or, with respect to payments under Section 2.122.6(c), as set forth in Section 2.122.6(c))), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of the rights of the Administrative Agent, the Issuing Bank and the Lenders Lender Group under the Loan DocumentsDocuments and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents and interest accrued thereon; SECOND, pro rata, to the payment of any fees then due and payable to the Administrative Agent, the Issuing Bank or the Swingline Lender Swing Bank hereunder or under any other Loan Documents; THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder; FOURTH, pro ratato the payment of principal then due and payable on the Swing Loans, Agent Advances and Overadvances; FIFTH, to the payment of principal then due and payable on the Revolving Loans; FIFTHSIXTH, to the payment of any obligations the Obligations arising in respect of Bank Products then owing under Secured Hedge Agreements due and Secured Cash Management Agreementspayable; and SIXTHSEVENTH, to the payment of all other Obligations not otherwise referred to in this Section 2.27(a2.11(a) then due and payable. Subject to items “FIRST” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Payments Prior to Event of Default. Prior to the occurrence and continuance of an Event of Default, all amounts received by the Administrative Agent from the Borrower Borrowers (other than payments specifically earmarked or required by the terms of this Agreement for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.12 2.6(b) (which shall be applied as earmarked or required, or, with respect to payments under Section 2.122.6(b), as set forth in Section 2.122.6(b))), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of the rights of the Administrative Agent, the Issuing Bank and the Lenders Lender Group under the Loan DocumentsDocuments and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents and interest accrued thereon; SECOND, pro rata, to the payment of any fees then due and payable to the Administrative Agent, the Issuing Bank or the Swingline Lender Swing Bank hereunder or under any other Loan Documents; THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder; FOURTH, pro ratato the payment of principal then due and payable on the Swing Loans, Agent Advances and Overadvances; FIFTH, to the payment of principal then due and payable on the Revolving Loans; FIFTHSIXTH, to the payment of any obligations the Obligations arising in respect of Bank Products then owing under Secured Hedge Agreements due and Secured Cash Management Agreementspayable; and SIXTHSEVENTH, to the payment of all other Obligations not otherwise referred to in this Section 2.27(a2.11(a) then due and payable. Subject to items “FIRST” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Payments Prior to Event of Default. Prior to the occurrence and continuance of an Event of Default, all amounts received by the Administrative Agent from the Borrower (other than payments specifically earmarked or required by the terms of this Agreement for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.12 (which shall be applied as earmarked or required, or, with respect to payments under Section 2.12, as set forth in Section 2.12)), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of the rights of the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents; SECOND, pro rata, to the payment of any fees then due and payable to the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Documents; THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder; FOURTH, to the payment of principal then due and payable on the Swingline Loans; FIFTH, pro rata, to the payment of principal then due and payable on the Loans; FIFTHSIXTH, to the payment of any obligations the Obligations arising in respect of Bank Products then owing under Secured Hedge Agreements due and Secured Cash Management Agreementspayable; and SIXTHSEVENTH, to the payment of all other Obligations not otherwise referred to in this Section 2.27(a) then due and payable. Subject to items “FIRST” through “SIXTHSEVENTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations. Amounts distributed with respect to any Indebtedness in respect of Bank Products shall be the lesser of the applicable Bank Product Amount last reported to Administrative Agent or the actual amount of such Indebtedness, as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Indebtedness in respect of Bank Products, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the relevant Lender or Affiliate of a Lender providing such Bank Products. In the absence of such notice, Administrative Agent may assume the amount to be distributed is the Bank Product Amount last reported to it.

Payments Prior to Event of Default. Prior to the occurrence and continuance of an Event of Default, all amounts received by the Administrative Agent from the Borrower (other than payments specifically earmarked or required by the terms of this Agreement for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.12 2.6(c) (which shall be applied as earmarked or required, or, with respect to payments under Section 2.122.6(c), as set forth in Section 2.122.6(c))), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Administrative Agent incurred by or the Administrative Agent in connection Co-Collateral Agents with the enforcement of enforcing the rights of the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents, and any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents; SECOND, pro rata, to the payment of any fees then due and payable owed to the Administrative Agent, any Co-Collateral Agent, the Issuing Bank or the Swingline Lender Swing Bank hereunder or under any other Loan DocumentsDocument; THIRD, pro rata, to the payment of all Obligations obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder; FOURTH, pro rata, to the payment of principal then due and payable on the Swing Loans; FIFTH, to the payment of principal then due and payable on the Revolving Loans; SIXTH, to the payment of the Obligations arising in respect of any obligations Bank Products then owing under Secured Hedge Agreements due and Secured Cash Management Agreementspayable; and SIXTHSEVENTH, to the payment of all other Obligations not otherwise referred to in this Section 2.27(a2.11(a) then due and payable. Subject to items “FIRST” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Payments Prior to Event of Default. Prior to the occurrence and continuance of an Event of Default, all amounts received by the Administrative Agent from the Borrower (other than payments specifically earmarked or required by the terms of this Agreement for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.12 (which shall be applied as earmarked or required, or, with respect to payments under Section 2.12, as set forth in Section 2.12)), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of the rights of the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents; SECOND, pro rata, to the payment of any fees then due and payable to the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Documents; THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder; FOURTH, pro rata, to the payment of principal then due and payable on the Loans; FIFTH, to the payment of any obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements; and SIXTH, to the payment of all other Obligations not otherwise referred to in this Section 2.27(a) then due and payable. Subject to items “FIRSTfirst” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Payments Prior to Event of Default. Prior to the occurrence and continuance of an Event of Default, all amounts received by the Administrative Agent from the Borrower Borrowers (other than payments specifically earmarked or required by the terms of this Agreement for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.12 (which shall be applied as earmarked or required, or, with respect to payments under Section 2.12, as set forth in Section 2.12)hereunder), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of out-of-pocket costs fees and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of the rights of the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents; SECOND, pro rata, to the payment of any fees then due and payable to the Administrative AgentAgent hereunder; SECOND, pro rata to the payment of any fees and expenses then due and payable to the Lenders and the Issuing Bank or the Swingline Lender Banks hereunder or under any other Loan Documents; THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to on the Lenders hereunderSwing Loans, Agent Advances and the Revolving Loans; FOURTH, pro rata, to the payment of principal then due and payable on the LoansSwing Loans and Agent Advances; FIFTH, to the payment of principal then due and payable on the Revolving Loans; SIXTH, to the payment of Obligations arising in respect of Bank Products (including, Hedge Agreements) then due to the Administrative Agent (or any obligations then owing under Secured affiliate of the Administrative Agent) or, so long as Bank of America, N.A. is a 50 Lender hereunder, Bank of America, N.A. (or any Affiliate of Bank of America, N.A.) and to the payment of Obligations arising in respect of Hedge Agreements and Secured Cash Management Agreementsthen due to any of the other Lenders (or any Affiliate of any other Lender) from the Borrowers; and SIXTHSEVENTH, to the payment of all other Obligations not otherwise referred to in this Section 2.27(a2.11(a) then due and payable. Subject to items “FIRST” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Payments Prior to Event of Default. Prior to the occurrence and continuance of At all times during which an Event of DefaultDefault has not occurred and is continuing, all amounts received by the any Administrative Agent from the Borrower (other than payments specifically earmarked or required by the terms of this Agreement for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.12 (which shall be applied as earmarked or required, or, with respect to payments under Section 2.12, as set forth in Section 2.12))Borrowers, shall be distributed by the such Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each Administrative Agent and the Administrative Collateral Agent incurred by such Administrative Agent and the Administrative Collateral Agent in connection with the enforcement of the rights of the Administrative Agent, the Issuing Bank and the Lenders Lender Group under the Loan DocumentsDocuments pursuant to either Facility and (ii) any Agent Advances made by the Revolving Facility Administrative Agent under or pursuant to the terms of the Loan Documents and interest accrued thereon; SECOND, pro rata, to the payment of any fees and reimbursable expenses then due and payable to the each Administrative Agent, the Issuing Bank or the Swingline Lender Swing Line Bank hereunder or under any other Loan Documents; THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder; FOURTH, pro rata, to the payment of principal then due and payable on the LoansLoans and unreimbursed Letter of Credit Obligations (or cash collateral up to 105% of outstanding exposure) on a pro rata basis; FIFTH, to the payment of any obligations the Obligations arising in respect of Bank Products then owing under Secured Hedge Agreements due and Secured Cash Management Agreementspayable on a pro rata basis; and SIXTH, to the payment of all other Obligations not otherwise referred to in this Section 2.27(a2.11(a) then due and payable. Subject ; and SEVENTH, upon satisfaction in full of all Obligations, to items “FIRST” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the ObligationsBorrowers or as otherwise required by law.

Payments Prior to Event of Default. Prior to the occurrence and continuance of an Event of Default, all amounts received by the Administrative Agent from the Borrower Loan Parties (other than payments specifically earmarked or required by the terms of this Agreement a Loan Party for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.12 3.2 (which shall be applied as earmarked or required, or, with respect to payments under Section 2.123.2, as set forth in Section 2.123.2)), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of that portion of the Obligations constituting fees, indemnities, actual out-of-pocket costs and expenses and other amounts (including reasonable attorneys’ reasonable, out-of-pocket fees, charges and disbursements of legal counsel to Administrative Agent) of the Administrative Agent incurred by the due and payable to Administrative Agent in connection with the enforcement of the rights of the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documentsits capacity as such; SECOND, pro rata, to the payment of that portion of the Obligations constituting fees, indemnities, actual out-of-pocket costs and expenses and other amounts due and payable to Revolving Agent and payment of any fees then due and payable to the Administrative Agent, Issuing Lender and the Issuing Bank or the Swingline Swing Loan Lender hereunder or under any other Loan Documents; THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder; FOURTH, pro rata, to the payment of principal then due and payable on the Swing Loans; FIFTH, pro rata, to (i) the payment of any obligations principal on the A/R Revolving Loans then owing under Secured outstanding, (ii) the payment of principal on the Real Estate Revolving Loans and Letter of Credit Liabilities then outstanding and (iii) the payment of the Bank Product Obligations and Hedge Agreements Obligations then due and Secured Cash Management Agreementspayable; and SIXTH, to the payment of all other Obligations under any other Loan Document not otherwise referred to in this Section 2.27(a3.6(a) then due and payable. Subject to items “FIRST” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Payments Prior to Event of Default. Prior Subject to the occurrence and continuance of an Event of DefaultSection 2.4(d)(ii) immediately below, all amounts received paid by Borrower to or for the Administrative benefit of the Agent from and Lenders in respect of the Borrower Obligations (other than payments specifically earmarked or required by the terms of this Agreement for application to certain principal, interest, fees or expenses hereunder while no Default or payments made pursuant to Section 2.12 (which shall be applied as earmarked or required, or, with respect to payments under Section 2.12, as set forth in Section 2.12)Event of Default is then continuing), shall be distributed by the Administrative Agent applied in the following order of priority: FIRST, pro rata, to the payment of fees and reasonable documented out-of-pocket costs and expenses (including reasonable documented out-of-pocket attorneys’ fees) of the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of the rights of the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents; SECONDincluding Expenses, pro rata, to the payment of any fees then due and payable to the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Documents; THIRDSECOND, pro rata, rata to the payment of all Obligations consisting any Expenses of the Secured Parties, to the extent then due and payable by the Borrower under the Loan Documents; THIRD, pro rata to the payment of accrued fees and unpaid interest then due and payable to the Lenders hereunder; FOURTH, pro rata, hereunder on account of the Term Loan and then to the payment of principal (including all OID that has been added to principal) then due and payable on the Loans; FIFTH, outstanding with respect to the payment of any obligations then owing under Secured Hedge Agreements and Secured Cash Management AgreementsTerm Loan; and SIXTHFOURTH, pro rata to the payment of all other Obligations not otherwise referred to in this Section 2.27(a2.4(d)(i) then due and payable. Subject In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to items “FIRST” through “SIXTH” preceding, the Administrative Agent application to the next succeeding category and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion (ii) each of the ObligationsSecured Parties entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses second, third and fourth above.

Payments Prior to Event of Default. Prior to the occurrence and continuance of At all times during which an Event of DefaultDefault has not occurred and is continuing, all amounts received by the Administrative Agent from the Borrower Borrowers (except when the balance of the Swing Loans and the Agent Advances then outstanding is greater than zero, other than payments specifically earmarked or required by the terms of this Agreement for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.12 (which shall be applied as earmarked or required, or, with respect to payments under Section 2.12, as set forth in Section 2.12)hereunder), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) of the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of the rights of the Administrative Agent, the Issuing Bank and the Lenders Lender Group under the Loan Documents, (ii) out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) of the Co-Collateral Agents incurred by the Co-Collateral Agents in connection with their duties under the Loan Documents, and (iii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents and interest accrued thereon; SECOND, pro rata, to the payment of any fees then due and payable to the Administrative Agent, the Issuing Bank, the Swing Bank or the Swingline Lender any Co-Collateral Agent hereunder or under any other Loan Documents; THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder; FOURTH, to the payment of principal then due and payable on the Swing Loans; FIFTH, pro rata, to the payment of principal then due and payable on the Revolving Loans; FIFTHSIXTH, to the payment of any obligations the Obligations arising in respect of Bank Products then owing under Secured Hedge Agreements due and Secured Cash Management Agreementspayable; and SIXTHSEVENTH, to the payment of all other Obligations not otherwise referred to in this Section 2.27(a2.11(a) then due and payable. Subject to items “FIRST” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Payments Prior to Event of Default. Prior to the occurrence and continuance of an Event of Default, all amounts received by the Administrative Agent from the Borrower Borrowers (other than payments specifically earmarked or required by the terms of this Agreement for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.12 2.6(c) (which shall be applied as earmarked or required, or, with respect to payments under Section 2.122.6(c), as set forth in Section 2.122.6(c))), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of enforcing the rights of the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents, and any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents; SECOND, pro rata, to the payment of any fees then due and payable owed to the Administrative Agent, the Issuing Bank Banks or the Swingline Lender Swing Bank hereunder or under any other Loan DocumentsDocument; THIRD, pro rata, to the payment of all Obligations obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder; FOURTH, pro rata, to the payment of principal then due and payable on the Swing Loans; FIFTH, to the payment of any obligations principal then owing under Secured Hedge Agreements due and Secured Cash Management Agreementspayable on the Revolving Loans; SIXTH, to the payment of the Obligations arising in respect of Bank Products then due and payable; and SIXTHSEVENTH, to the payment of all other Obligations not otherwise referred to in this Section 2.27(a2.11(a) then due and payable. Subject to items “FIRST” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Payments Prior to Event of Default. Prior to the occurrence and continuance of an Event of Default, all amounts received by the Administrative Agent from the Borrower (other than payments specifically earmarked or required by the terms of this Agreement for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.12 (which shall be applied as earmarked or required, or, with respect to payments under Section 2.12, as set forth in Section 2.122.6(b)), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro ratato pay any fees, indemnities or expense reimbursements (including any amounts relating to Bank Products) then due to the Administrative Agent (or any Affiliate of the Administrative Agent) from the Borrower, SECOND, to the payment of out-of-pocket costs fees and expenses (including reasonable attorneys’ fees) of then due and payable to the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of the rights of the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documentshereunder; SECOND, pro rataTHIRD, to the payment of any fees and expenses then due and payable to the Administrative Agent, Lenders and the Issuing Bank or the Swingline Lender Banks hereunder or under any other Loan Documents; THIRD, pro rataFOURTH, to the payment of all Obligations consisting of accrued fees and interest then due and payable on the Swing Loans, the Agent Advances and the Revolving Loans; FIFTH, pro rata to the Lenders hereunderpayment of principal then due and payable on the Swing Loans and the Agent Advances; FOURTH, pro rataSIXTH, to the payment of principal then due and payable on the Current Asset Loans; FIFTHSEVENTH, pro rata to (i) the payment of principal then due and payable on the Fixed Asset Loans, and (ii) the payment of any obligations then owing under Secured fees, indemnities or expense reimbursements relating to Hedge Agreements and Secured Cash Management Agreementsthen due to the Administrative Agent (or any Affiliate of the Administrative Agent) or any of the Lenders from the Borrower; and SIXTHEIGHTH, to the payment of all other Obligations not otherwise referred to in this Section 2.27(a2.11(a) then due and payable. Subject to items “FIRST” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Payments Prior to Event of Default. Prior to the occurrence and continuance of an Event of Default, all amounts received by the Administrative Agent from the Borrower Borrowers (other than payments specifically earmarked or required by the terms of this Agreement for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.12 2.6(c) (which shall be applied as earmarked or required, or, with respect to payments under Section 2.122.6(c), as set forth in Section 2.122.6(c))), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of the rights of the Administrative Agent, the Issuing Bank and the Lenders Lender Group under the Loan DocumentsDocuments and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents and interest accrued thereon; SECOND, pro rata, to the payment of any fees then due and payable to the Administrative Agent, the Issuing Bank or the Swingline Lender Swing Bank hereunder or under any other Loan Documents; THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder; FOURTH, pro ratato the payment of principal then due and payable on the Swing Loans; FIFTH, to the payment of principal then due and payable on the Revolving Loans; FIFTHSIXTH, to the payment of any obligations the Obligations arising in respect of Bank Products then owing under Secured Hedge Agreements due and Secured Cash Management Agreementspayable; and SIXTHSEVENTH, to the payment of all other Obligations not otherwise referred to in this Section 2.27(a2.11(a) then due and payable. Subject to items “FIRST” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Payments Prior to Event of Default. Prior to the occurrence and continuance of an Event of Default, all amounts received by the Administrative Agent from the Borrower Borrowers (other than payments specifically earmarked or required by the terms of this Agreement for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.12 2.6(b) (which shall be applied as earmarked or required, or, with respect to payments under Section 2.122.6(b), as set forth in Section 2.122.6(b)), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of enforcing the rights of the Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents, and any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents; SECOND, pro rata, to the payment of any fees then due and payable owed to the Administrative Agent, the Issuing Bank Banks or the Swingline Lender Swing Bank hereunder or under any other Loan DocumentsDocument; THIRD, pro rata, to the payment of all Obligations obligations consisting of accrued fees and interest then due and payable to the Lenders hereunderhereunder (other than fees and interest owed to any Lender with respect to the FILO Tranche of Loans); FOURTH, pro rata, to the payment of principal then due and payable on the Swing Loans; FIFTH, to the payment of principal then due and payable on the Revolving Loans (other than any obligations then owing Revolving Loans under Secured Hedge Agreements and Secured Cash Management Agreementsa FILO Tranche); and SIXTH, to the payment of all other the Obligations not otherwise referred to arising in this Section 2.27(a) respect of Bank Products then due and payable. Subject to items “FIRST” through “SIXTH” preceding; provided, however, that no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Administrative Agent and the Lenders Collateral owned by such Guarantor) shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments be applied to any portion Excluded Swap Obligation of such Guarantor; SEVENTH, to the payment of any Obligation arising in respect of the ObligationsBank Products; provided, however, that no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor; and EIGHTH, to the payment of all Obligations (including fees, interest, and principal) of the Borrower Parties with respect to the FILO Tranche that are then due and payable to the Lender Group.

Payments Prior to Event of Default. Prior to the occurrence and continuance of an Event of Default, all amounts received by the Administrative Agent from the Borrower Borrowers (other than payments specifically earmarked or required by the terms of this Agreement for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.12 2.11 (which shall be applied as earmarked or required, or, with respect to payments under Section 2.122.11, as set forth in Section 2.12)2.11), shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of the rights of the Administrative Agent, the Issuing Bank and the Lenders under the Loan DocumentsDocuments and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents and interest accrued thereon; SECOND, pro rata, to the payment of any fees then due and payable to the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Documents; THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder; FOURTH, pro ratato the payment of principal then due and payable on the Swingline Loans; FIFTH, to the payment of principal then due and payable on the Revolving Loans; FIFTHSIXTH, to the payment of any obligations the Obligations arising in respect of Bank Products then owing under Secured Hedge Agreements due and Secured Cash Management Agreementspayable; and SIXTHSEVENTH, to the payment of all other Obligations not otherwise referred to in this Section 2.27(a2.26(a) then due and payable. Subject to items “FIRST” through “SIXTHSEVENTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations. Amounts distributed with respect to any Indebtedness in respect of Bank Products shall be the lesser of the applicable Bank Product Amount last reported to Administrative Agent or the actual amount of such Indebtedness, as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Indebtedness in respect of Bank Products, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the relevant Lender or Affiliate of a Lender providing such Bank Products. In the absence of such notice, Administrative Agent may assume the amount to be distributed is the Bank Product Amount last reported to it.

Payments Prior to Event of Default. Prior to the occurrence and continuance of At all times during which an Event of DefaultDefault has not occurred and is continuing, all amounts received by the Administrative Agent from the Borrower (other than payments specifically earmarked or required by the terms of this Agreement for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.12 (which shall be applied as earmarked or required, or, with respect to payments under Section 2.12, as set forth in Section 2.12))Borrowers, shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent and the Collateral Agent incurred by the Administrative Agent and the Collateral Agent in connection with the enforcement of the rights of the Administrative Agent, the Issuing Bank and the Lenders Lender Group under the Loan DocumentsDocuments and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents and interest accrued thereon; SECOND, pro rata, to the payment of any fees then due and payable to the Administrative Agent, the Issuing Bank or the Swingline Lender Swing Bank hereunder or under any other Loan Documents; THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder; FOURTH, pro ratato the payment of principal then due and payable on the Swing Loans; FIFTH, to the payment of principal then due and payable on the Revolving Loans; FIFTHSIXTH, to the payment of any obligations the Obligations arising in respect of Bank Products then owing under Secured Hedge Agreements due and Secured Cash Management Agreementspayable; and SIXTHSEVENTH, to the payment of all other Obligations not otherwise referred to in this Section 2.27(a2.11(a) then due and payable. Subject to items “FIRST” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Payments Prior to Event of Default. Prior Subject to clause (c) of this Section 3.21, prior to the occurrence and continuance of an Event of Default, all amounts received by the Administrative Agent from the Borrower (other than payments specifically earmarked or required by the terms of this Agreement for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.12 (which shall be applied as earmarked or required, or, with respect to payments under Section 2.12, as set forth in Section 2.12)), earmarked) shall be distributed by the Administrative Agent in the following order of priority: FIRST, pro rata, to the payment of out-of-pocket costs fees and expenses (including reasonable attorneys’ fees) of then due and payable to the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of the rights of the Administrative Agent, the Issuing Bank and the Lenders hereunder or under the any other Loan Documents; SECOND, pro rata, to the payment of any fees and expenses then due and payable to the Administrative Agent, Lenders and the Issuing Bank or the Swingline Lender L/C Issuer hereunder or under any other Loan Documents; THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to on the Lenders hereunderSwing Loans and the Revolving Loans; FOURTH, pro rata, to the payment of principal then due and payable on the Swing Loans; FIFTH, to the payment of any obligations principal then owing under Secured Hedge Agreements due and Secured payable on the Revolving Loans; SIXTH, pro rata, to (i) the payment of the Obligations arising in respect of Interest Rate Contracts with a Capital Market Party then due and payable, (ii) the payment of the Additional Letter of Credit Claims then due and payable, up to the Additional Letter of Credit Sublimit and (iii) the payment of the Cash Management AgreementsClaims then due and payable (provided, that the Cash Management Claims to be paid pursuant to this clause SIXTH and clause SIXTH of Section 3.21(b) shall not exceed the aggregate amount of $20,000,000 for all Lenders); and SIXTHSEVENTH, to the payment of all other Obligations not otherwise referred to in this Section 2.27(a3.21(a) then due and payable. Subject to items “FIRST” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.