Common use of Payments Subsequent to Declaration of Event of Default Clause in Contracts

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent and the Lenders or otherwise received by any of such Persons shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, all amounts under Section 11.2(b) hereof; second, to the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payable; fourth, to the Lenders pro rata until all Loans have been paid in full, for the payment of the Loans; fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, for the payment of any other unpaid Obligations; and sixth, to the Borrower or as otherwise required by Applicable Law.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments (but, for the avoidance of doubt, not Cash Collateral) under this Agreement made to the Administrative Agent Agent, the Issuing Banks and the Lenders or otherwise received by any of such Persons shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s ’s, Lenders’ and the LendersIssuing Banks’ reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, all amounts under Section 11.2(b12.2(b) hereof; second, to the Administrative Agent and the Issuing Banks for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payable; fourth, to the Lenders pro rata until all Loans have been paid in fullfull and participations in the Letters of Credit purchased by the Lenders pursuant to Section 2.13(d) hereof shall be paid on a pro rata basis with the Loans), for the payment of the LoansLoans (including the aforementioned obligations under Hedge Agreements and participations in the Letters of Credit); fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, for the payment of any other unpaid Obligations; and sixth, to the Borrower Company or as otherwise required by Applicable Law.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to any of the Administrative Agent and the Lenders Banks or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ 's reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) hereofand (c); second, to the Banks and the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders Banks pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof)), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourth, to the Lenders Banks pro rata until all Loans have been paid in fullfull (and, for purposes of this clause, obligations under Interest Rate Hedge Agreements with the payment Banks or any of them shall be paid on a pro rata basis with the Loans); fifth, to the Lenders Banks pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; and sixth, to the Borrower or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments (but, for the avoidance of doubt, not Cash Collateral) under this Agreement made to the Administrative Agent Agent, the Issuing Banks and the Lenders or otherwise received by any of such Persons shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s ’s, Lenders’ and the LendersIssuing Banks’ reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, all amounts under Section 11.2(b) hereof; second, to the Administrative Agent and the Issuing Banks for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payable; fourth, to the Lenders pro rata until all Loans have been paid in fullfull and participations in the Letters of Credit purchased by the Lenders pursuant to Section 2.13(d) hereof shall be paid on a pro rata basis with the Loans), for the payment of the LoansLoans (including the aforementioned obligations under Hedge Agreements and participations in the Letters of Credit); fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, for the payment of any other unpaid Obligations; and sixth, to the Borrower or as otherwise required by Applicable Law.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent and the Lenders Banks or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ 's reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) hereofand (c); second, to the Banks or the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders Banks pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof)), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourth, to the Lenders Banks pro rata until all Loans have been paid in fullfull (and, for purposes of this clause, obligations under Interest Hedge Agreements with the payment Banks or any of them shall be paid on a pro rata basis with the Loans); fifth, to the Lenders Banks pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; and sixth, to the Borrower or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to After the acceleration occurrence of and during the Loans under Section 8.2 hereofcontinuation of any Default or Event of Default, payments and prepayments under this Agreement made to any of the Administrative Agent and the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: firstFIRST, to the Administrative Agent’s and the Lenders’ reasonable costs and expenses, if any, incurred by the Lenders or the Administrative Agent in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by any of them in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) and (c) hereof; secondSECOND, to the Lenders and the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; thirdTHIRD, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourthFOURTH, to the Lenders pro rata until all Loans (amounts applied to the Revolving Loans hereunder shall permanently reduce the Revolving Loan Commitments in such amounts) and, if applicable, the Incremental Facility Loans, have been paid in fullfull (and, for purposes of this clause, obligations under Interest Hedge Agreements with the payment Lenders or any of them shall be paid on a pro rata basis with the Loans to the extent such payments are proceeds of Collateral and, if applicable, the Incremental Facility Loans); fifthFIFTH, to the Lenders pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; and sixthSIXTH, to the Borrower or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent and the Lenders Banks or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ 's reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) and (c) hereof; second, to the Banks or the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders Banks pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourth, to the Lenders Banks pro rata until all Loans have been paid in fullfull (and, for purposes of this clause, obligations under Interest Hedge Agreements with the payment Banks or any of them shall be paid on a pro rata basis with the Loans); fifth, to the Lenders Banks pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; and sixth, to the Borrower or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent and the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ 's reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) and (c) hereof; second, to the Lenders, the Issuing Bank or the Administrative Agent on a pro rata basis, based on all such amounts then due and payable for any fees and expenses hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof)rata, for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourth, to the Lenders on a pro rata basis, based on the Loans and Letter of Credit Obligations then outstanding until all Loans and Letter of Credit Obligations have been paid in fullfull (and, for purposes of this clause, Interest Rate Hedge Obligations shall be paid to the payment of counterparty thereof on a pro rata basis with the Loans); provided that the portion of such payment allocated to any outstanding undrawn Letters of Credit shall be deposited as set forth in Section 8.2(a) or (b) hereof; fifth, to the Lenders on a pro rata basis, based on the basis of their respective unpaid amounts, for Loans outstanding to the payment of any other unpaid Obligations; sixth, to damages incurred by the Administrative Agent, the Issuing Bank and sixththe Lenders, or any of them, by reason of any breach hereof or of any other Loan Document (on a pro rata basis, based on all such amounts then due and payable); and seventh, to the Borrower or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof10, payments and prepayments made under this Agreement made and/or the Notes to the Administrative Agent and the Lenders or otherwise received by any of such Persons (from realization on the Collateral or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ 's reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepaymentpayment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale or disposition of any Collateral and all amounts under Section 11.2(b) hereof12.1; second, to the Lenders or the Administrative Agent for any fees Fees hereunder or under any of the other Loan Credit Documents then due and payable; third, to the Swing Line Lender, toward the payment of any unpaid interest which may have accrued on the Swing Line Loans; fourth, to the Lenders pro rata on the basis of their respective unpaid principal amounts outstanding under the Loans (except as provided in Section 2.2(e) hereofother than Swing Line Loans), for toward the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of Loans; fifth, to the other Loan Documents then due and payableSwing Line Lender until all Swing Line Loans have been paid in full; fourthsixth, to the Lenders pro rata based on the unpaid principal amount of the Loans then outstanding until all Loans have been paid in fullfull (and, for purposes of this clause, (x) obligations under Hedge Agreements permitted under Section 9.4(d) with the payment Lenders (or their Affiliates) or any of them and (y) Reimbursement Obligations owing to the Letter of Credit Issuer shall be paid on a pro rata basis with the Loans); fifthseventh, to Cash Collateralize Letters of Credit then outstanding; eighth, to the Lenders pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; and sixthninth, to the Borrower or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof10, payments and prepayments made under this Agreement made and/or the Notes to the Administrative Agent and the Lenders or otherwise received by any of such Persons (from realization on the Collateral or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ 's reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepaymentpayment, including, without limitation, any and all reasonable costs incurred by it in connection with the sale or disposition of any Collateral and all amounts under Section 11.2(b) hereof12.1; second, to the Lenders or the Administrative Agent for any fees Fees hereunder or under any of the other Loan Credit Documents then due and payable; third, to the Swing Line Lender, toward the payment of any unpaid interest which may have accrued on the Swing Line Loans; fourth, to the Lenders pro rata on the basis of their respective unpaid principal amounts outstanding under the Loans (except as provided in Section 2.2(e) hereofother than Swing Line Loans), for toward the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of Loans; fifth, to the other Loan Documents then due and payableSwing Line Lender until all Swing Line Loans have been paid in full; fourthsixth, to the Lenders pro rata based on the unpaid principal amount of the Loans then outstanding until all Loans have been paid in fullfull (and, for purposes of this clause, (x) obligations under Hedge Agreements permitted under Section 9.4(e) with the payment Lenders (or their Affiliates) or any of them and (y) Reimbursement Obligations owing to the Letter of Credit Issuer shall be paid on a pro rata basis with the Loans); fifthseventh, to cash collateralize Letters of Credit then outstanding; eighth, to the Lenders pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; and sixthninth, to the Borrower Borrowers or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent and the Lenders or otherwise received by any of -84- 91 such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ 's reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) and (c) hereof; second, to the Lenders, the Issuing Bank or the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; third, to be deposited as set forth in Section 8.2(a) or (b) hereof; fourth, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof2.2(e)hereof), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payable; fourth, to the Lenders pro rata until all Loans have been paid in full, for the payment of the LoansObligations; fifth, to the Lenders pro rata based on the basis of their respective unpaid amountsLoans then outstanding until all Loans have been paid in full (and, for purposes of this clause, obligations under Interest Rate Hedge Agreements with the Lenders or any of them shall be paid on a pro rata basis with the Loans); sixth, to the Lenders pro rata based on the Loans outstanding to the payment of any other unpaid Obligations; seventh, to damages incurred by the Administrative Agent, the Issuing Bank and sixththe Lenders, or any of them, by reason of any breach hereof or of any other Loan Document; and eighth, to the Borrower or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to After the acceleration occurrence of and during the Loans under Section 8.2 hereofcontinuation of any Default or Event of Default, payments and prepayments under this Agreement made to any of the Administrative Agent and the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ reasonable costs and expenses, if any, incurred by the Lenders or the Administrative Agent in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by any of them in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) and (c) hereof; second, to the Lenders and the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders and the Swing Line Lender pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourth, to the Lenders and the Swing Line Lender pro rata until all Loans (amounts applied to the Revolving Loans hereunder shall permanently reduce the Revolving Loan Commitments in such amounts) and, if applicable, the Incremental Facility Loans, have been paid in fullfull (and, for purposes of this clause, obligations under Interest Hedge Agreements with the payment Lenders or any of them shall be paid on a pro rata basis with the Loans to the extent such payments are proceeds of Collateral and, if applicable, the Incremental Facility Loans); fifth, to the Lenders and the Swing Line Lender pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; and sixth, to the Borrower or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to any of the Administrative Agent and the Lenders Banks or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: firstFIRST, to the Administrative Agent’s and the Lenders’ reasonable costs and expenses, if any, incurred by the Banks or the Administrative Agent in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by any of them in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) hereofand (c); secondSECOND, to the Banks and the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; thirdTHIRD, to the Lenders Banks pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof)), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourthFOURTH, to the Lenders Banks pro rata until all Loans have been paid in fullfull (and, for purposes of this clause, obligations under Interest Hedge Agreements with the payment Banks or any of them shall be paid on a pro rata basis with the Loans); fifthFIFTH, to the Lenders Banks pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; and sixthSIXTH, to the Borrower or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent Agent, the Issuing Bank and the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the ’s, Lenders’ and Issuing Bank’s reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) hereof; second, to the Administrative Agent and the Issuing Bank for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payable; fourth, to the Lenders pro rata until all Loans have been paid in fullfull (and, for purposes of this clause, obligations under Hedge Agreements with any of the Lenders (or any of their Affiliates) and participations in the Letters of Credit purchased by the Lenders pursuant to Section 2.13(d) hereof shall be paid on a pro rata basis with the Loans), for the payment of the LoansLoans (including the aforementioned obligations under Hedge Agreements and participations in the Letters of Credit); fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, for the payment of any other unpaid Obligations; and sixth, to the Borrower Borrowers or as otherwise required by Applicable Law.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to any of the Administrative Agent and the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: firstFIRST, to the Administrative Agent’s and the Lenders’ reasonable costs and expenses, if any, incurred by the Lenders or the Administrative Agent in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by any of them in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) and (c) hereof; secondSECOND, to the Lenders and the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; thirdTHIRD, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourthFOURTH, to the Lenders pro rata until all Loans and, if applicable, the Incremental Facility Loans, have been paid in fullfull (and, for purposes of this clause, obligations under Interest Hedge Agreements with the payment Lenders or any of them shall be paid on a pro rata basis with the Loans and, if applicable, the Incremental Facility Loans); fifthFIFTH, to the Lenders pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; and sixthSIXTH, to the Borrower or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent and or the Lenders or otherwise received by any of such Persons them (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ 's reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, all amounts under Section 11.2(b) hereofany reasonable costs incurred in connection with the sale or disposition of any Collateral for the Obligations; second, to the Administrative Agent for payment of fees then due and payable to the Lenders and any fees hereunder or under costs and expenses, if any, incurred by any of the other Loan Documents then due and payableLenders under Section 11.2(c) hereof; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourth, to any unpaid principal of the Lenders Obligations pro rata until based on all Loans have been paid in full, for the payment of the Loansthen outstanding; fifth, to damages incurred by the Lenders pro rata on the basis Administrative Agent or any Lender by reason of their respective unpaid amounts, for the payment any breach hereof or of any other unpaid ObligationsLoan Document; and sixth, upon satisfaction in full of all Obligations, to the Borrower Borrowers or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to any of the Administrative Agent and Agent, the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, prepayment including, without limitation, all amounts under Section 11.2(b) hereofany reasonable costs incurred by any of them in connection with the sale or disposition of any Collateral for the Obligations; second, to the Lenders and the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof2.2(e)(iv)), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourth, to the Lenders pro rata until all Loans Advances have been paid in fullfull (and, for purposes of this clause, obligations under Interest Hedge Agreements with the payment Lenders or any of them shall be deemed to be Advances and shall be paid on a pro rata basis with the LoansAdvances); fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; sixth, to damages incurred by the Administrative Agent or any Lender by reason of any breach hereof or of any other Loan Document; and sixthseventh, upon satisfaction in full of all Obligations, to the Borrower or as otherwise required by Applicable Lawlaw. Notwithstanding the foregoing, each Lender may allocate amounts received by it pursuant to this Section 8.3 in its discretion to the various Obligations held by it.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to any of the Administrative Agent and Agent, the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, prepayment including, without limitation, all amounts under Section 11.2(b) hereofany reasonable costs incurred by any of them in connection with the sale or disposition of any Collateral for the Obligations; second, to the Lenders and the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof2.2(f)), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourth, to the Lenders pro rata until all Loans Advances have been paid in fullfull (and, for purposes of this clause, obligations under Interest Hedge Agreements with the payment Lenders or any of them shall be deemed to be Advances and shall be paid on a pro rata basis with the LoansAdvances); fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; and sixth, to the Borrower or as otherwise required by Applicable Law.unpaid

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans Accommodations under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent and or the Lenders Banks or otherwise received by any of such Persons them (from realization on Collateral for the Obligations or otherwise) on account of the Accommodations shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ 's reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, all amounts under Section 11.2(b) hereofany reasonable costs incurred in connection with the sale or disposition of any Collateral for the Obligations; second, to the Administrative payment of fees then due and payable to the Agent for and the Banks and any fees hereunder or under reasonable costs and expenses, if any, incurred by any of the other Loan Documents then due and payable; thirdBanks under Section 11.2 hereof, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof)the amount of such Obligations; third, for the payment of to any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payable; fourthObligations, to the Lenders pro rata until all Loans have been paid in full, for the payment of the Loans; fifth, to the Lenders pro rata on the basis of their respective the amount of such Obligations; fourth, to any unpaid amountsprincipal or the Face Amount of the Obligations and Obligations under Interest Rate Hedge Agreements, for pro rata on the payment basis of the amount of such Obligations; fifth, to damages incurred by the Agent or any Bank by reason of any breach hereof or of any other unpaid Loan Document, pro rata on the basis of the amount of such Obligations; and sixth, upon satisfaction in full of all remaining Obligations, to the Borrower or as otherwise required by Applicable Law.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to any of the Administrative Agent Agents and the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Funding Agent (if necessary) and distributed by the Administrative Funding Agent as follows: firstFirst, to the Administrative Agent’s and the Lenders’ reasonable costs and expenses, if any, incurred by the Agents and the Lenders, or any of them, to the extent permitted by Section 11.2 hereof, in connection with the collection of such payment amounts under this Agreement or prepaymentany of the other Loan Documents, including, without limitation, all amounts under Section 11.2(b) hereofany reasonable costs incurred in connection with the sale or disposition of any Collateral for the Obligations; secondSecond, to pro rata among the Administrative Agent for any Agents and the Lenders based on the total amount of fees then due and payable hereunder or under any of the other Loan Documents Document and to any other fees and commissions then due and payable; third, payable by the Borrower to the Lenders pro rata on and the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof)Agents under this Agreement or any Loan Document; Third, for the payment of to any unpaid interest of the Borrower which may have accrued on the Obligations and any fees hereunder or under any Loans, pro rata among the Lenders on the outstanding principal amount of the other Loan Documents then due and payableLoans of the Borrower outstanding immediately prior to such payment; fourthFourth, pro rata among the Lenders based on the outstanding principal amount of the Loans of the Borrower outstanding immediately prior to such payment, to the Lenders pro rata until all Loans have been paid in full, for the payment any unpaid principal of the Loans; fifthFifth, to any other Obligations not otherwise referred to in this Section 8.3 until all such Obligations are paid in full; Sixth, to damages incurred by the Lenders pro rata on Agents or the basis Lenders, or any of their respective unpaid amountsthem, for the payment by reason of any breach hereof or of any other unpaid ObligationsLoan Documents; and sixthSeventh, upon satisfaction in full of all Obligations, to the Borrower or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof8.2, payments and prepayments under this Agreement made to the Administrative Agent and the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) hereof); second, to the Lenders, the Issuing Bank or the Administrative Agent on a pro rata basis, based on all such amounts then due and payable for any fees and expenses hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof)rata, for the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourth, to the Lenders on a pro rata basis, based on the Loans and Letter of Credit Obligations then outstanding until all Loans and Letter of Credit Obligations have been paid in fullfull (and, for purposes of this clause, Interest Rate Hedge Obligations shall be paid to the payment of counterparty thereof on a pro rata basis with the Loans); provided that the portion of such payment allocated to any outstanding undrawn Letters of Credit shall be deposited as set forth in Section 8.2(a) or (b); fifth, to the Lenders on a pro rata basis, based on the basis of their respective unpaid amounts, for Loans outstanding to the payment of any other unpaid Obligations; sixth, to damages incurred by the Administrative Agent, the Issuing Bank and sixththe Lenders, or any of them, by reason of any breach hereof or of any other Loan Document (on a pro rata basis, based on all such amounts then due and payable); and seventh, to the Borrower or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent and the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ 's reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) hereofand (c); second, to the Lenders or the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof)), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourth, to the Lenders pro rata based on the Revolving Loans and the Term Loans then outstanding until all Loans have been paid in fullfull (and, for purposes of this clause, obligations under Interest Rate Hedge Agreements with the payment Lenders or any of them shall be paid on a pro rata basis with the Loans); fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; and sixth, to the Borrower or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent and the Lenders or otherwise received by any of such Persons shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, all amounts under Section 11.2(b) hereof; second, to the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payable; fourth, to the Lenders pro rata until all Loans have been paid in full), for the payment of the LoansLoans (including the aforementioned obligations under Hedge Agreements); fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, for the payment of any other unpaid Obligations; and sixth, to the Borrower or as otherwise required by Applicable Law.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent Agent, the Issuing Bank and the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the ’s, Lenders’ and Issuing Bank’s reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) hereof; second, to the Administrative Agent and the Issuing Bank for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payable; fourth, to the Lenders pro rata until all Loans have been paid in fullfull (and, for purposes of this clause, obligations under Interest Hedge Agreements with the payment Lenders (or any of their Affiliates) or any of them shall be paid on a pro rata basis with the Loans); fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; and sixth, to the Borrower Borrowers or as otherwise required by Applicable Law.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent Agent, the Issuing Bank and the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s 's , Lenders' and the Lenders’ Issuing ----- Bank's reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) hereof; second, to the Administrative Agent and the Issuing Bank for any fees hereunder ------ or under any of the other Loan Documents then due and payable; third, to the ----- Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payable; fourth, to the ------ Lenders pro rata until all Loans have been paid in fullfull (and, for purposes of this clause, obligations under Interest Hedge Agreements with the payment Lenders (or any of their Affiliates) or any of them shall be paid on a pro rata basis with the Loans); fifth, to the Lenders pro rata on the basis of their respective ----- unpaid amounts, for to the payment of any other unpaid Obligations; and sixth, to ----- the Borrower Borrowers or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent and the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: firstFIRST, to the Administrative Agent’s and the Lenders’ 's reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) and (c) hereof; secondSECOND, to the Lenders or the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; thirdTHIRD, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourthFOURTH, to the Lenders pro rata based on the Loans, then outstanding until all Loans have been paid in fullfull (and, for purposes of this clause, obligations under Interest Hedge Agreements with the payment Lenders or any of them shall be paid on a pro rata basis with the Loans); fifthFIFTH, to the Lenders pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; and sixthSIXTH, to the Borrower or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to any of the Administrative Agent and the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ 's reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) and (c) hereof; second, to the Lenders and the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourth, to the Lenders pro rata until all Loans have been paid in fullfull (and, for purposes of this clause, obligations under Interest Rate Hedge Agreements with the payment Lenders or their Affiliates or any of them shall be paid on a pro rata basis with the Loans); fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; and sixth, to the Borrower or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent and the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ 's reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) and (c) hereof; second, to the Lenders, the Issuing Bank or the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; third, to be deposited as set forth in Section 8.2(a) or (b) hereof; fourth, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof2.2(e)hereof), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payable; fourth, to the Lenders pro rata until all Loans have been paid in full, for the payment of the LoansObligations; fifth, to the Lenders pro rata based on the basis of their respective unpaid amountsLoans then outstanding until all Loans have been paid in full (and, for purposes of this clause, obligations under Interest Rate Hedge Agreements with the Lenders or any of them shall be paid on a pro rata basis with the Loans); sixth, to the Lenders pro rata based on the Loans outstanding to the payment of any other unpaid Obligations; seventh, to damages incurred by the Administrative Agent, the Issuing Bank and sixththe Lenders, or any of them, by reason of any breach hereof or of any other Loan Document; and eighth, to the Borrower or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to any of the Administrative Agent and Agent, the Lenders Lenders, or otherwise received by any of such Persons (from realization on the Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ reasonable costs and expenses, if any, incurred in connection ----- with the collection of such payment or prepayment, prepayment including, without limitation, all amounts under Section 11.2(b) hereofany reasonable cost incurred by any of them in connection with the sale or disposition of any Collateral for the Obligations; second, to the Administrative Agent Lenders and the Issuing Bank for any fees hereunder or under ------ any of the other Loan Documents then due and payable; third, to damages incurred by the Lenders Administrative Agent or any Lender (on a ----- pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(ebasis) hereof), for the payment by reason of any unpaid interest which may have accrued on the Obligations and breach hereof or of any fees hereunder or under any of the other Loan Documents then due and payableDocument; -------- fourth, to the Lenders pro rata until all Loans have been paid in full, for the payment of the Loans; fifth, to the Lenders pro rata on the basis of their respective unpaid ------ -------- principal amounts (except as provided in Section 2.2(e)(iv) hereof) and to the payment of any unpaid interest which may have accrued on the Obligations; fifth, to the extent of any Letter of Credit Obligations then outstanding, ----- to the Letter of Credit Reserve Account; sixth, to the Lenders pro rata until all Advances have been paid in full ----- -------- (and for purposes of this clause, obligations under Interest Hedge Agreements with the Lenders or the Administrative Agent shall be deemed to be Advances) and shall be paid on a pro rata basis with -------- the Advances; seventh, to the Lenders pro rata on the basis of their respective unpaid ------- -------- amounts, for to the payment of any other unpaid Obligations; and sixtheighth, upon satisfaction in full of all of the Obligations, to the ------ Borrower or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments 86 under this Agreement made to any of the Administrative Agent and Agent, the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, prepayment including, without limitation, all amounts under Section 11.2(b) hereofany reasonable costs incurred by any of them in connection with the sale or disposition of any Collateral for the Obligations; second, to the Lenders and the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof2.2(f)), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourth, to the Lenders pro rata until all Loans Advances have been paid in fullfull (and, for purposes of this clause, obligations under Interest Hedge Agreements with the payment Lenders or any of them shall be deemed to be Advances and shall be paid on a pro rata basis with the LoansAdvances); fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; sixth, to damages incurred by the Administrative Agent or any Lender by reason of any breach hereof or of any other Loan Document; and sixthseventh, upon satisfaction in full of all Obligations, to the Borrower or as otherwise required by Applicable Lawlaw. Notwithstanding the foregoing, each Lender may allocate amounts received by it pursuant to this Section 8.3 in its discretion to the various Obligations held by it.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent Agent, the Issuing Bank and the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the ’s, Lenders’ and Issuing Bank’s reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) hereof; second, to the Administrative Agent and the Issuing Bank for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payable; fourth, to the Lenders pro rata until all Loans have been paid in fullfull (and, for purposes of this clause, obligations under Hedge Agreements with any of the Lenders (or any of their Affiliates) and participations in the Letters of Credit purchased by the Lenders pursuant to Section 2.13(d) hereof shall be paid on a pro rata basis with the Loans), for the payment of the LoansLoans (including the aforementioned obligations under Hedge Agreements and participations in the Letters of Credit); fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, for the payment of any other unpaid Obligations; and sixth, to the Borrower or as otherwise required by Applicable Law.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Facility B Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent and the Lenders Banks or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ 's reasonable costs and expenses, ----- if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) hereof; second, to the Banks or the Administrative Agent for any fees hereunder ------ or under any of the other Loan Documents then due and payable; third, to the Lenders ----- Banks pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourth, to the Lenders Banks pro rata until ------ all Facility B Loans have been paid in fullfull (and, for purposes of this clause, obligations under Interest Hedge Agreements with the payment Banks or any of them shall be paid on a pro rata basis with the Facility B Loans); fifth, to the Lenders Banks pro ----- rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; and sixth, to the Borrower Borrowers or as otherwise required ----- by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent and the Lenders Banks or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ 's reasonable costs and expenses, ----- if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) hereof; second, to the Banks or the ------ Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders Banks pro rata on the basis of ----- their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourth, to the Lenders Banks pro rata until all Loans have been paid in full------ full (and, for purposes of this clause, obligations under Interest Hedge Agreements with the payment Banks or any of them shall be paid on a pro rata basis with the Loans); fifth, to the Lenders Banks pro rata on the basis of their respective unpaid ----- amounts, for to the payment of any other unpaid Obligations; and sixth, to the Borrower ----- Borrowers or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to any of the Administrative Agent Agent, the Lenders and the Lenders Issuing Bank or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s 's and the Lenders’ Issuing Bank's reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) hereofand (c); second, to the Lenders, the Administrative Agent and the Issuing Bank for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof)), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourth, to the Lenders pro rata until all Loans have been paid in fullfull (and, for purposes of this clause, obligations under Interest Rate Hedge Agreements with the payment Lenders or any of them shall be paid on a pro rata basis with the Loans); fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; and sixth, to the Borrower or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent Agent, the Issuing Bank and the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s 's, Lenders' and the Lenders’ Issuing Bank's reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) hereof; second, to the Administrative Agent and the Issuing Bank for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payable; fourth, to the Lenders pro rata until all Loans have been paid in fullfull (and, for purposes of this clause, obligations under Interest Hedge Agreements with the payment Lenders (or any of their Affiliates) or any of them shall be paid on a pro rata basis with the Loans); fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; and sixth, to the Borrower Borrowers or as otherwise required by Applicable Law.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to any of the Administrative Agent and Agent, the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: firstFIRST, to the Administrative Agent’s and the Lenders’ reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, prepayment including, without limitation, all amounts under Section 11.2(b) hereofany reasonable costs incurred by the Administrative Agent in connection with the sale or disposition of any Collateral for the Obligations; secondSECOND, to the Lenders and the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; thirdTHIRD, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof)), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourthFOURTH, to the Lenders pro rata until all Loans Advances have been paid in fullfull (and, for purposes of this clause, obligations under Interest Hedge Agreements with the payment Lenders or any of them shall be deemed to be Advances and shall be paid on a pro rata basis with the LoansAdvances); fifthFIFTH, to the Lenders pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; and sixth, to the Borrower or as otherwise required by Applicable Law.unpaid

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent and the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ 's reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 11.2(b) hereof11.2; second, to the Lenders or the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts outstanding under the Loans (except as provided in Section 2.2(e) hereof)), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourth, to the Lenders pro rata based on the unpaid principal amount of the Loans then outstanding until all Loans have been paid in fullfull (and, for purposes of this clause, obligations under Interest Hedge Agreements with the payment Lenders or any of them shall be paid on a pro rata basis with the Loans); fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; and sixth, to the Borrower or as otherwise required by Applicable Lawlaw.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to any of the Administrative Agent and Agent, the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: firstFIRST, to the Administrative Agent’s and the Lenders’ reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, prepayment including, without limitation, all amounts under Section 11.2(b) hereofany reasonable costs incurred by the Administrative Agent in connection with the sale or disposition of any Collateral for the Obligations; secondSECOND, to the Lenders and the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; thirdTHIRD, to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof)), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourthFOURTH, to the Lenders pro rata until all Loans Advances have been paid in fullfull (and, for purposes of this clause, obligations under Interest Hedge Agreements with the payment Lenders or any of them shall be deemed to be Advances and shall be paid on a pro rata basis with the LoansAdvances); fifthFIFTH, to the Lenders pro rata on the basis of their respective unpaid amounts, for to the payment of any other unpaid Obligations; SIXTH, to damages incurred by the Administrative Agent or any Lender by reason of any breach hereof or of any other Loan Document; and sixthSEVENTH, upon satisfaction in full of all Obligations, to the Borrower or as otherwise required by Applicable Lawlaw. Notwithstanding the foregoing, each Lender may allocate amounts received by it pursuant to this Section 8.3 in its discretion to the various Obligations held by it.

Payments Subsequent to Declaration of Event of Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent and the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent’s and the Lenders’ 's reasonable costs and expenses, ----- if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section Sections 11.2(b) and (c) hereof; second, to the Lenders or ------ the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of ----- their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for to the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payableObligations; fourth, to the Lenders pro rata until all Loans have been paid in ------ full, for the payment of the Loans; fifth, to the Lenders pro rata on the basis of their respective unpaid ----- amounts, for to the payment of any other unpaid Obligations; and sixth, to the ----- Borrower or as otherwise required by Applicable Lawlaw.