Common use of Payments Subsequent to Acceleration Clause in Contracts

Payments Subsequent to Acceleration. Subsequent to the acceleration of the Obligations under Section 8.2 hereof, payments and prepayments with respect to the Obligations made to the Agent, the Banks, the Issuing Bank or otherwise received by the Agent, any Bank, the Issuing Bank (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 actual and reasonable costs and expenses (including attorneys' fees and expenses), if any, incurred by the Agent or any Bank or an Issuing Bank 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 any fees then due and payable to the Agent under this Agreement or any other Loan Document; THIRD, to any fees then due 36 and payable to the Banks and the Issuing Bank under this Agreement or any other Loan Document; FOURTH, to the payment of interest then due and payable on the Loans; FIFTH, to the payment of the principal of the Term Loan then outstanding; SIXTH, to the payment of the principal of any Revolving Loans then outstanding; SEVENTH, to the extent of any Letter of Credit Obligations then outstanding, to the Letter of Credit Reserve Account; EIGHTH, to the payment of any obligation under any Rate Contract between any Co-Borrower, on the one hand, and the Agent (or an affiliate of the Agent) or one or more Banks (or an affiliate of a Bank), on the other hand; NINTH, to any other Obligations not otherwise referred to in this Section 2.12(b); TENTH, to damages incurred by the Agent or any Bank by reason of any breach hereof or of any other Loan Document; and ELEVENTH, upon satisfaction in full of all Obligations to the Co-Borrowers or as otherwise required by law.

Payments Subsequent to Acceleration. Subsequent to the acceleration of the Obligations under Section SECTION 8.2 hereof, payments and prepayments with respect to the Obligations made to the Agent, the Banks, the Issuing Bank or otherwise received by the Agent, any Bank, the Issuing Bank (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section SECTION 2.10 hereof): FIRST, to the actual and reasonable costs and expenses (including attorneys' fees and expenses), if any, incurred by the Agent or any Bank or an Issuing Bank 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 any fees then due and payable to the Agent under this Agreement or any other Loan Document; THIRD, to any fees then due 36 and payable to the Banks and the Issuing Bank under this Agreement or any other Loan Document; FOURTH, to the payment of interest then due and payable on the Loans; FIFTH, to the payment of the principal of the Term Loan any Loans then outstanding; SIXTH, to the payment of the principal of any Revolving Loans then outstanding; SEVENTH, to the extent of any Letter of Credit Obligations then outstanding, to the Letter of Credit Reserve Account; EIGHTHSEVENTH, to the payment of any obligation under any Rate Contract between any Co-Borrower, on the one hand, and the Agent (or an affiliate of the Agent) or 38 one or more Banks (or an affiliate of a Bank), on the other hand; NINTHEIGHTH, to any other Obligations not otherwise referred to in this Section SECTION 2.12(b); TENTHNINTH, to damages incurred by the Agent or any Bank by reason of any breach hereof or of any other Loan Document; and ELEVENTHTENTH, upon satisfaction in full of all Obligations to the Co-Borrowers or as otherwise required by law.

Payments Subsequent to Acceleration. Subsequent to the acceleration of the Obligations under Section 8.2 hereof, payments and prepayments with respect to the Obligations made to the Agent, the BanksLenders, the Issuing Bank Banks or otherwise received by the Agent, any BankLender, the any Issuing Bank (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 actual and reasonable costs and expenses (including attorneys' fees and expenses), if any, incurred by the Agent or Agent, any Bank or an Lender, any Issuing Bank 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 Agent under this Agreement or any other Loan Document; THIRDFIFTH, to any fees then due 36 and payable to the Banks Lenders and the Issuing Bank Banks under this Agreement or any other Loan Document; FOURTHSIXTH, to the payment of interest then due and payable on the LoansRevolving Loans and the Term Loan; FIFTHSEVENTH, to the payment of the principal of the Term Loan then outstanding; SIXTH, to the payment of the principal of any Revolving Loans then outstanding; SEVENTHEIGHTH to the payment of principal on the Term Loan; NINTH, to the extent of any Letter of Credit Obligations then outstanding, to the Letter of Credit Reserve Account; EIGHTHTENTH, to the payment of any obligation under any Rate Contract Interest Hedge Agreement and any Foreign Exchange Agreement between any Co-the Borrower, on the one hand, and the Agent (or an affiliate of the Agent) or one or more Banks Lenders (or an affiliate of a BankLender), on the other hand; NINTHELEVENTH, to any other Obligations not otherwise referred to in this Section 2.12(b2.11(b); TENTHTWELFTH, to damages incurred by the Agent or any Bank Lender by reason of any breach hereof or of any other Loan Document; and ELEVENTHTHIRTEENTH, upon satisfaction in full of all Obligations to the Co-Borrowers Borrower or as otherwise required by law.. ARTICLE 1Section .9

Payments Subsequent to Acceleration. Subsequent to the ----------------------------------- acceleration of the Obligations Loans under Section 8.2 9.2 hereof, payments and prepayments with respect to the Obligations under this Agreement made to any of the Agent, the Banks, the Issuing Bank Credit Parties or otherwise received by the Agent, any Bank, the Issuing Bank of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed in by the following order of priority (subject, Administrative Agent as applicable, to Section 2.10 hereof): follows: FIRST, to the actual and reasonable ----- costs and expenses (including attorneys' fees and expenses), if any, incurred by the Agent or any Bank or an Issuing Bank in connection with the collection of such amounts under this Agreement payment or of the Loan Documents, prepayment including, without limitation, any reasonable costs incurred by the Administrative Agent in connection with the sale or disposition of any CollateralCollateral for the Obligations; SECOND, to the Credit Parties for any ------ fees hereunder or under any of the other Loan Documents then due and payable to the Agent under this Agreement or any other Loan Documentpayable; THIRD, to any fees then due 36 and payable to the Banks and the Issuing Bank under this Agreement or any other Loan Document; FOURTH, to the payment of interest then due and payable Lenders pro-rata on the Loans; FIFTH, to the payment basis of the their respective unpaid principal of the Term Loan then outstanding; SIXTH, to the payment of the principal of any Revolving Loans then outstanding; SEVENTH, to the extent of any Letter of Credit Obligations then outstanding, to the Letter of Credit Reserve Account; EIGHTH----- amounts, to the payment of any obligation under any Rate Contract between any Co-Borrower, unpaid interest which may have accrued on the one handObligations; FOURTH, and to the Agent Lenders pro-rata until all Loans have been paid in ------ full (or an affiliate and, for purposes of this clause, obligations under Interest Hedge Agreements with any of the Agent) or one or more Banks (or an affiliate of Lenders shall be deemed to be Loans and shall be paid on a Bankpro-rata basis with the Loans); FIFTH, to the Lenders pro-rata on the other hand; NINTHbasis ----- of their respective unpaid amounts, to the payment of any other Obligations not otherwise referred to in this Section 2.12(b)unpaid Obligations; TENTHSIXTH, to damages incurred by the Agent or any Bank Credit Party by reason of any ----- breach hereof or of any other Loan Document; and ELEVENTHSEVENTH, upon satisfaction in ------- full of all Obligations (other than contingent indemnity obligations), to the Co-Borrowers Borrower or as otherwise required by law. Notwithstanding the foregoing, each Lender may allocate amounts received by it pursuant to this Section 9.3 in its discretion to the various Obligations held by it.

Payments Subsequent to Acceleration. Subsequent to the acceleration of the Obligations under Section 8.2 hereof, payments and prepayments with respect to the Obligations made to the Agent, the BanksLenders, the Issuing Bank Banks or otherwise received by the Agent, any BankLender, the any Issuing Bank (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 actual and reasonable costs and expenses (including attorneys' ’ fees and expenses), if any, incurred by the Agent or Agent, any Bank or an Lender, any Issuing Bank 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 Agent under this Agreement or any other Loan Document; THIRDFIFTH, to any fees then due 36 and payable to the Banks Lenders and the Issuing Bank Banks under this Agreement or any other Loan Document; FOURTHSIXTH, to the payment of interest then due and payable on the Revolving Loans and the Term Loans; FIFTH, SEVENTH pro-rata to the payment of the principal of the Term Loan then outstanding; SIXTHRevolving Loans, to the payment of Tranche A Loans and the principal of any Revolving Tranche B Loans then outstanding; SEVENTH, to the extent of any Letter of Credit Obligations then outstanding, to the Letter of Credit Reserve Account; EIGHTH, to the payment of outstanding and any obligation under any Rate Contract Interest Hedge Agreement and any Foreign Exchange Agreement between any Co-the Borrower, on the one hand, and the Agent (or an affiliate of the Agent) or one or more Banks Lenders (or an affiliate of a BankLender), on the other hand; NINTHEIGHTH to the extent of any Letter of Credit Obligations then outstanding, to the Letter of Credit Reserve Account; NINTH to any other Obligations not otherwise referred to in this Section 2.12(b2.11(b); TENTH, to damages as finally judicially determined to have been incurred by the Agent or any Bank Lender by reason of any breach hereof or of any other Loan Document; and ELEVENTH, upon satisfaction in full of all Obligations to the Co-Borrowers Borrower or as otherwise required by law.

Payments Subsequent to Acceleration. Subsequent to the acceleration of the Obligations under Section 8.2 hereof, payments and prepayments with respect to the Obligations made to the Agent, the BanksLenders, the Issuing Bank Banks or otherwise received by the Agent, any BankLender, the any Issuing Bank (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 actual and reasonable costs and expenses (including attorneys' ’ fees and expenses), if any, incurred by the Agent or Agent, any Bank or an Lender, any Issuing Bank 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 Agent under this Agreement or any other Loan Document; THIRDFIFTH, to any fees then due 36 and payable to the Banks Lenders and the Issuing Bank Banks under this Agreement or any other Loan Document; FOURTHSIXTH, to the payment of interest then due and payable on the LoansRevolving Loans and the Term Loan; FIFTH, SEVENTH pro-rata to the payment of the principal of the Term Loan then outstanding; SIXTH, to the payment of the principal of any Revolving Loans and the Tranche A Loans then outstanding; SEVENTH, to the extent of any Letter of Credit Obligations then outstanding, to the Letter of Credit Reserve Account; EIGHTH, to the payment of outstanding and any obligation under any Rate Contract Interest Hedge Agreement, any Foreign Exchange Agreement between any Co-the Borrower, on the one hand, and the Agent (or an affiliate of the Agent) or one or more Banks Lenders (or an affiliate of a BankLender), on the other hand, and to the extent of any Letter of Credit Obligations then outstanding, to the Letter of Credit Reserve Account; NINTH, EIGHTH; to any other Obligations not otherwise referred to in this Section 2.12(b2.11(b); TENTHNINTH, to damages as finally judicially determined to have been incurred by the Agent or any Bank Lender by reason of any breach hereof or of any other Loan Document; and ELEVENTHTENTH, upon satisfaction in full of all Obligations Obligations (i) if the Senior Notes remain outstanding, to the Co-Borrowers Senior Notes Collateral Agent pursuant to the Intercreditor Agreement or (ii) if the Senior Notes are no longer outstanding and unpaid, to the Borrower or as otherwise required by law.”

Payments Subsequent to Acceleration. Subsequent to the acceleration of the Obligations under Section 8.2 hereof, payments and prepayments with respect to the Obligations made to the Agent, the BanksLenders, the Issuing Bank Banks or otherwise received by the Agent, any BankLender, the any Issuing Bank (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 actual and reasonable costs and expenses (including attorneys' fees and expenses), if any, incurred by the Agent or Agent, any Bank or an Lender, any Issuing Bank 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 Agent under this Agreement or any other Loan Document; THIRDFIFTH, to any fees then due 36 and payable to the Banks Lenders and the Issuing Bank Banks under this Agreement or any other Loan Document; FOURTHSIXTH, to the payment of interest then due and payable on the Revolving Loans; FIFTHSEVENTH, to the payment of the principal of the Term Loan then outstanding; SIXTH, to the payment of the principal of any Revolving Loans then outstanding; SEVENTHEIGHTH, to the extent of any Letter of Credit Obligations then outstanding, to the Letter of Credit Reserve Account; EIGHTHNINTH, to the payment of any obligation under any Rate Contract Interest Hedge Agreement and any Foreign Exchange Agreement between any Co-the Borrower, on the one hand, and the Agent (or an affiliate of the Agent) or one or more Banks Lenders (or an affiliate of a BankLender), on the other hand; NINTHTENTH, to any other 48 55 Obligations not otherwise referred to in this Section 2.12(b2.11(b); TENTHELEVENTH, to damages incurred by the Agent or any Bank Lender by reason of any breach hereof or of any other Loan Document; and ELEVENTHTWELFTH, upon satisfaction in full of all Obligations to the Co-Borrowers Borrower or as otherwise required by the Subordination Agreement or law.

Payments Subsequent to Acceleration. Subsequent to the acceleration of the Obligations under Section SECTION 8.2 hereof, payments and prepayments with respect to the Obligations made to the Agent, the Banks, Banks or the Issuing Bank or otherwise received by the Agent, any Bank, Bank or the Issuing Bank (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10 hereof): priority: FIRST, to the actual and reasonable costs and expenses (including attorneys' fees and expenses), if any, incurred by the Agent or Agent, any Bank or an the Issuing Bank in the collection of such amounts under this Agreement or any of the other 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 Loans; THIRD, to the payment of the principal of any Loans then outstanding; FOURTH, to any fees then due and payable to the Agent under this Agreement or any of the other Loan DocumentDocuments; THIRDFIFTH, to any fees then due 36 and payable to the Banks and the Issuing Bank under this Agreement or any other Loan Document; FOURTH, to the payment of interest then due and payable on the Loans; FIFTH, to the payment of the principal of the Term Loan then outstandingDocuments; SIXTH, to the payment extent of the principal of any Revolving Loans then outstanding; SEVENTH, to the extent undrawn and unexpired amount of any Letter of Credit Obligations then outstandingObligations, to the Letter of Credit Reserve Account; EIGHTHSEVENTH, to the payment of any obligation under any Rate Contract between any Co-the Borrower, on the one hand, and the Agent (or an affiliate Affiliate of the Agent) or one or more Banks (or an affiliate Affiliate of a Bank), on the other hand; NINTHEIGHTH, to any other Obligations not otherwise referred to in this Section 2.12(bsection 2.5(b); TENTHNINTH, to damages incurred by the Agent Agent, any Bank or any the Issuing Bank by reason of any breach hereof or of any of the other Loan DocumentDocuments; and ELEVENTHTENTH, upon satisfaction in full of all Obligations Obligations, to the Co-Borrowers Borrower or as otherwise required by law.

Payments Subsequent to Acceleration. Subsequent to the acceleration of the Obligations Senior Loans under Section 8.2 hereof10.2 hereof and subject to the restrictions contained in Section 2.15 hereof regarding the Tranche C Obligations, payments and prepayments with respect to the Obligations under this Agreement made to any of the Agent, the Banks, the Issuing Bank Credit Parties or otherwise received by the Agent, any Bank, the Issuing Bank of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed in by the following order of priority (subject, Administrative Agent as applicable, to Section 2.10 hereof): follows: FIRST, to the actual and reasonable costs and expenses (including attorneys' fees and expenses), if any, incurred by the Agent or any Bank or an Issuing Bank in connection with the collection of such amounts under this Agreement payment or of the Loan Documents, prepayment including, without limitation, any reasonable costs incurred by any of them in connection with the sale or disposition of any CollateralCollateral for the Obligations; SECOND, to the Senior Credit Parties for any fees hereunder or under any of the other Loan Documents then due and payable to the Agent under this Agreement or any other Loan Documentpayable; THIRD, to any fees then due 36 and payable to the Banks and the Issuing Bank under this Agreement or any other Loan Document; FOURTH, to the payment of interest then due and payable Lenders pro-rata on the Loans; FIFTH, to the payment basis of the their respective unpaid principal of the Term Loan then outstanding; SIXTH, to the payment of the principal of any Revolving Loans then outstanding; SEVENTH, to the extent of any Letter of Credit Obligations then outstanding, to the Letter of Credit Reserve Account; EIGHTHamounts, to the payment of any obligation under any Rate Contract between any Co-Borrower, unpaid interest which may have accrued on the one handSenior Obligations; FOURTH, and to the Agent Lenders pro-rata until all Senior Loans have been paid in full (or an affiliate and, for purposes of this clause, obligations under Interest Hedge Agreements with any of the Agent) or one or more Banks (or an affiliate of Lenders shall be deemed to be Senior Loans and shall be paid on a Bankpro-rata basis with the Senior Loans); FIFTH, to the Lenders pro-rata on the other hand; NINTHbasis of their respective unpaid amounts, to the payment of any other Obligations not otherwise referred to in this Section 2.12(b)unpaid Senior Obligations; TENTHSIXTH, to damages incurred by the Agent or any Bank Senior Credit Party by reason of any breach hereof or of any other Loan Document; and ELEVENTHSEVENTH, upon satisfaction in full of all Obligations to the Co-Borrowers or as otherwise required by law.the

Payments Subsequent to Acceleration. Subsequent to the acceleration of the Obligations Loans under Section 8.2 9.2 hereof, payments and prepayments with respect to the Obligations under this Agreement made to any of the Agent, the Banks, the Issuing Bank Credit Parties or otherwise received by the Agent, any Bank, the Issuing Bank of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed in by the following order of priority (subject, Administrative Agent as applicable, to Section 2.10 hereof): follows: FIRST, to the actual and reasonable costs and expenses (including attorneys' fees and expenses), if any, incurred by the Agent or any Bank or an Issuing Bank in connection with the collection of such amounts under this Agreement payment or of the Loan Documents, prepayment including, without limitation, any reasonable costs incurred by the Administrative Agent in connection with the sale or disposition of any CollateralCollateral for the Obligations; SECOND, to the Credit Parties for any fees hereunder or under any of the other Loan Documents then due and payable to the Agent under this Agreement or any other Loan Documentpayable; THIRD, to any fees then due 36 and payable to the Banks and the Issuing Bank under this Agreement or any other Loan Document; FOURTH, to the payment of interest then due and payable Lenders pro-rata on the Loans; FIFTH, to the payment basis of the their respective unpaid principal of the Term Loan then outstanding; SIXTH, to the payment of the principal of any Revolving Loans then outstanding; SEVENTH, to the extent of any Letter of Credit Obligations then outstanding, to the Letter of Credit Reserve Account; EIGHTHamounts, to the payment of any obligation under any Rate Contract between any Co-Borrower, unpaid interest which may have accrued on the one handObligations; FOURTH, and to the Agent Lenders pro-rata until all Loans have been paid in full (or an affiliate and, for purposes of this clause, obligations under Interest Hedge Agreements with any of the Agent) or one or more Banks (or an affiliate of Lenders shall be deemed to be Loans and shall be paid on a Bankpro-rata basis with the Loans); FIFTH, to the Lenders pro-rata on the other hand; NINTHbasis of their respective unpaid amounts, to the payment of any other Obligations not otherwise referred to in this Section 2.12(b)unpaid Obligations; TENTHSIXTH, to damages incurred by the Agent or any Bank Credit Party by reason of any breach hereof or of any other Loan Document; and ELEVENTHSEVENTH, upon satisfaction in full of all Obligations (other than contingent indemnity obligations), to the Co-Borrowers Borrower or as otherwise required by law. Notwithstanding the foregoing, each Lender may allocate amounts received by it pursuant to this Section 9.3 in its discretion to the various Obligations held by it.