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

Payments Subsequent to Declaration of Event of Default. (a) Notwithstanding the provisions of Sections 2.6 and 2.10 or anything to the contrary contained in this Agreement, after the exercise of remedies (including rights of setoff) provided for in Section 8.2 (or after the Loans have automatically become immediately due and payable as contemplated by Section 8.2(b)), any amounts received on account of the Obligations (whether as a result of any realization on the Collateral, a payment under the Subsidiary Guaranty, any setoff rights, any distribution in connection with any proceeding under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or other similar law or otherwise) shall be applied as follows, in any such case until the prior payment in full in cash of all Obligations: first, to the payment of that portion of the Obligations constituting indemnities, fees, costs and expenses payable to the Administrative Agent in its capacity as such, including any reasonable costs and expenses incurred in connection with the collection of such payment, 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 5.11 and Section 11.2 (irrespective of whether a claim for such indemnitees, fees, costs and expenses is allowed or allowable in any proceeding under any Debtor Relief Law or otherwise); second, to the payment of that portion of the Obligations constituting indemnities, fees, costs and expenses payable to the Lenders, the Issuing Bank and the Swingline Lender (other than Revolving Commitment Fees and letter of credit commissions payable under Section 2.4(b)), including any attorney fees and reasonable costs and expenses incurred in connection with the collection of such payment, 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 5.11 and Section 11.2 (irrespective of whether a claim for such indemnitees, fees, costs and expenses is allowed or allowable in any proceeding under any Debtor Relief Law or otherwise), ratably among the Lenders, the Issuing Bank and the Swingline Lender in proportion to the amounts described in this clause second payable to them;

Payments Subsequent to Declaration of Event of Default. (a) Notwithstanding the provisions of Sections 2.6 and 2.10 or anything to the contrary contained in this Agreement, after the exercise of remedies (including rights of setoff) provided for in Section 8.2 (or after the Loans have automatically become immediately due and payable as contemplated by Section 8.2(b)), any amounts received on account of the Obligations (whether as a result of any realization on the Collateral, a payment under the Subsidiary Guaranty, any setoff rights, any distribution in connection with any proceeding under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or other similar law or otherwise) shall be applied as follows, in any such case until the prior payment in full in cash of all Obligations: first, to the payment of that portion of the Obligations constituting indemnities, fees, costs and expenses payable to the Administrative Agent in its capacity as such, including any reasonable costs and expenses incurred in connection with the collection of such payment, 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 5.11 and Section 11.2 (irrespective of whether a claim for such indemnitees, fees, costs and expenses is allowed or allowable in any proceeding under any Debtor Relief Law or otherwise); second, to the payment of that portion of the Obligations constituting indemnities, fees, costs and expenses payable to the Lenders, the Issuing Bank and the Swingline Lender (other than Revolving Commitment Fees and letter of credit commissions payable under Section 2.4(b)), including any attorney fees and reasonable costs and expenses incurred in connection with the collection of such payment, 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 5.11 and Section 11.2 (irrespective of whether a claim for such indemnitees, fees, costs and expenses is allowed or allowable in any proceeding under any Debtor Relief Law or otherwise), ratably among the Lenders, the Issuing Bank and the Swingline Lender in proportion to the amounts described in this clause second payable to them;; third, to the payment of that portion of the Obligations constituting (i) accrued and unpaid Revolving Commitment Fees, letter of credit commissions pursuant to Section 2.4(b) and interest on the Loans and Letter of Credit Obligations and (ii) any fees, premiums and scheduled periodic payments due under any Secured Hedge Agreements and any interest accrued thereon (irrespective of whether a claim for such interest or premiums is allowed or allowable in any proceeding under any Debtor Relief Law or otherwise) ratably among the Lenders, the Issuing Bank, the Swingline Lender and the other Secured Parties in proportion to the amounts described in this clause third payable to them; fourth, to the payment of that portion of the Obligations constituting (i) the principal and other payment obligations then due and payable on the Loans and Letter of Credit Obligations then outstanding, (ii) breakage, termination or other payments then owing under Secured Hedge Agreements and (iii) payment obligations under Secured Cash Management Agreements, until all such obligations have been paid in full (irrespective of whether a claim for such amounts is allowed or allowable in any proceeding under any Debtor Relief Law or otherwise) ratably among the Lenders, the Issuing Bank, the Swingline Lender and the other Secured Parties in proportion to the amounts described in this clause fourth payable to them; fifth, to the Administrative Agent for the account of the Issuing Bank to Cash Collateralize any Letter of Credit Obligations then outstanding; and sixth, to the Borrower or as otherwise required by law. (b) If any Secured Party collects or received any amounts received on account of the Obligations to which it is not entitled under this Section 8.3, such Secured Party shall hold the same in trust for the Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the account of the Secured Parties, to be applied in accordance with this Section 8.3. (c) Without limiting the generality of the foregoing, this Section 8.3 is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code of the United States and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. (d) Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article 9 for itself and its Affiliates as if a “Lender” party hereto.

Payments Subsequent to Declaration of Event of Default. (a) Notwithstanding the provisions of Sections 2.6 and 2.10 or anything Subsequent to the contrary contained in this Agreement, after acceleration of the exercise of remedies (including rights of setoff) provided for in Loans under Section 8.2 (or after the Loans have automatically become immediately due hereof, payments and payable as contemplated by Section 8.2(b)), prepayments under this Agreement made to any amounts received on account of the Obligations Agents and the Lenders or otherwise received by any of such Persons (whether as a result of any from realization on Collateral for the Collateral, a payment under the Subsidiary Guaranty, any setoff rights, any distribution in connection with any proceeding under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or other similar law Obligations or otherwise) shall be applied paid over to the Funding Agent (if necessary) and distributed by the Funding Agent as follows, in any such case until the prior payment in full in cash of all Obligations: firstFirst, to the payment of that portion of the Obligations constituting indemnities, fees, costs and expenses payable expenses, if any, incurred by the Agents, the Swing Line Lender or the Lenders, or any of them, to the Administrative Agent extent permitted by Section 11.2 hereof, in its capacity as such, including any reasonable costs and expenses incurred in connection with the collection of such paymentamounts under this Agreement or any of the other Loan Documents, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations Obligations; Second, pro rata among the Agents, the Swing Line Lender and all amounts under Section 5.11 the Lenders based on the total amount of fees then due and Section 11.2 (irrespective of whether a claim for such indemnitees, fees, costs and expenses is allowed payable hereunder or allowable in any proceeding under any Debtor Relief Law or otherwise); second, other Loan Document and to any other fees and commissions then due and payable by the payment of that portion of the Obligations constituting indemnities, fees, costs and expenses payable Borrower to the Lenders, the Issuing Bank Swing Line Lender and the Swingline Lender Agents under this Agreement or any Loan Document; Third, to be deposited as set forth in Section 8.2(b) hereof; Fourth, to any unpaid interest of the Borrower which may have accrued (other than Revolving Commitment Fees i) first on the Swing Line Loans and letter (ii) thereafter on the Facility A Loans, pro rata among the Lenders on the outstanding principal amount of credit commissions payable under Section 2.4(b))the Facility A Loans of the Borrower outstanding immediately prior to such payment; Fifth, including to the Swing Line Lender, to any attorney fees and reasonable costs and expenses incurred in connection with unpaid principal of the collection Swing Line Loans then outstanding; Sixth, pro rata among the Lenders based on the outstanding principal amount of the Loans of the Borrower outstanding immediately prior to such payment, includingto any unpaid principal of the Loans; Seventh, without limitationto any other Obligations not otherwise referred to in this Section 8.3 until all such Obligations are paid in full; Eighth, any reasonable costs to damages incurred by it in connection with the sale Agents, the Swing Line Lender or disposition of any Collateral for the Obligations and all amounts under Section 5.11 and Section 11.2 (irrespective of whether a claim for such indemnitees, fees, costs and expenses is allowed or allowable in any proceeding under any Debtor Relief Law or otherwise), ratably among the Lenders, the Issuing Bank or any of them, by reason of any breach hereof or of any other Loan Documents; and the Swingline Lender Ninth, upon satisfaction in proportion full of all Obligations, to the amounts described in this clause second payable to them;Borrower or as otherwise required by law.

Payments Subsequent to Declaration of Event of Default. (a) Notwithstanding the provisions of Sections 2.6 and 2.10 or anything to the contrary contained in this Agreement, after the exercise of remedies (including rights of setoff) provided for in Section 8.2 (or after the Loans have automatically become immediately due and payable as contemplated by Section 8.2(b)), any amounts received on account of the Obligations (whether as a result of any realization on the Collateral, a payment under the Subsidiary Guaranty, any setoff rights, any distribution in connection with any proceeding under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or other similar law or otherwise) shall be applied as follows, in any such case until the prior payment in full in cash of all Obligations: first, to the payment of that portion of Administrative Agent, Issuing Bank and the Obligations constituting Swingline Lender, pro rata, based on all such amounts then due and payable to them, for any indemnities, fees, costs and expenses payable to hereunder or under any of the Administrative Agent in its capacity as suchother Loan Documents then due and payable, including any reasonable costs and expenses incurred in connection with the collection of such paymentpayment 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 5.11 and Section 11.2 (irrespective of whether a claim for such indemnitees, fees, costs and expenses is allowed or allowable in any proceeding under any Debtor Relief Law or otherwise); second, to the payment of that portion of the Obligations constituting Lenders with an Initial Revolving Loan Commitment, pro rata, based on all such amounts then due and payable to them in such capacity, for any indemnities, fees, costs and expenses hereunder or under any of the other Loan Documents then due and payable to the Lenders, the Issuing Bank and the Swingline Lender (other than Revolving Commitment Fees and letter of credit commissions payable under Section 2.4(b)), including any attorney fees and reasonable costs and expenses incurred in connection with the collection of such payment, 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 5.11 and Section 11.2 (irrespective of whether a claim for such indemnitees, fees, costs and expenses is allowed or allowable in any proceeding under any Debtor Relief Law or otherwise); third, ratably among to the LendersLenders with an Initial Revolving Loan Commitment, the Issuing Bank and Bank, the Swingline Lender in proportion to and the Administrative Agent, pro rata, based on all such amounts described in this clause second then due and payable to them, for the payment of any unpaid interest on the Initial Revolving Loans, Letter of Credit Obligations, Swingline Loans and other amounts advanced by them (irrespective of whether a claim for such interest is allowed or allowable in any proceeding under any Debtor Relief Law or otherwise);

Payments Subsequent to Declaration of Event of Default. (a) Notwithstanding the provisions of Sections 2.6 and 2.10 or anything to the contrary contained in this Agreement, after the exercise of remedies (including rights of setoff) provided for in Section 8.2 (or after the Loans have automatically become immediately due and payable as contemplated by Section 8.2(b)), any amounts received on account of the Obligations (whether as a result of any realization on the Collateral, a payment under the Subsidiary Guaranty, any setoff rights, any distribution in connection with any proceeding under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or other similar law or otherwise) shall be applied as follows, in any such case until the prior payment in full in cash of all Obligations: first, to the payment of that portion of Administrative Agent, Issuing Bank and the Obligations constituting Swingline Lender, pro rata, based on all such amounts then due and payable to them, for any indemnities, fees, costs and expenses payable to hereunder or under any of the Administrative Agent in its capacity as suchother Loan Documents then due and payable, including any reasonable costs and expenses incurred in connection with the collection of such paymentpayment 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 5.11 and Section 11.2 (irrespective of whether a claim for such indemnitees, fees, costs and expenses is allowed or allowable in any proceeding under any Debtor Relief Law or otherwise); second, to the payment of that portion of the Obligations constituting Lenders with a Revolving Loan Commitment, pro rata, based on all such amounts then due and payable to them, for any indemnities, fees, costs and expenses hereunder or under any of the other Loan Documents then due and payable to the Lenders, the Issuing Bank and the Swingline Lender (other than Revolving Commitment Fees and letter of credit commissions payable under Section 2.4(b)), including any attorney fees and reasonable costs and expenses incurred in connection with the collection of such payment, 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 5.11 and Section 11.2 (irrespective of whether a claim for such indemnitees, fees, costs and expenses is allowed or allowable in any proceeding under any Debtor Relief Law or otherwise); third, ratably among to the LendersLenders with a Revolving Loan Commitment, the Issuing Bank, the Swingline Lender and the Administrative Agent, pro rata, based on all such amounts then due and payable to them, for the payment of any unpaid interest on the Revolving Loans, Letter of Credit Obligations, Swingline Loans and other amounts advanced by them (irrespective of whether a claim for such interest is allowed or allowable in any proceeding under any Debtor Relief Law or otherwise); fourth, to the Lenders with a Revolving Loan Commitment, the Issuing Bank and the Swingline Lender Lender, pro rata, based on the principal and other payment obligations then due and payable to them in proportion respect of all Revolving Loans, Letter of Credit Obligations and Swingline Loans then outstanding until all such Loans and Letter of Credit Obligations have been paid in full; 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 with a Term Loan, pro rata, based on all such amounts described in this clause second then due and payable to them;them in respect of Term Loans, for any indemnities, fees, costs and expenses hereunder or under any of the other Loan Documents then due and payable (irrespective of whether a claim for such indemnitees, fees, costs and expenses is allowed or allowable in any proceeding under any Debtor Relief Law or otherwise); sixth, to the Lenders with a Term Loan and the Hedge Banks, pro rata, based on all such amounts then due and payable to them in respect of (i) Term Loans, for the payment of any unpaid interest on the Term Loans and (ii) any fees, premiums and scheduled periodic payments due under any Secured Hedge Agreements and any interest accrued thereon (irrespective of whether a claim for such interest or premiums is allowed or allowable in any proceeding under any Debtor Relief Law or otherwise); seventh, to the Lenders with a Term Loan, the Hedge Banks and the Cash Management Banks, pro rata, based on (i) the principal and other payment obligations then due and payable to them in respect of all Term Loans then outstanding, (ii) breakage, termination or other payments then owing under Secured Hedge Agreements and (iii) payment obligations under Secured Cash Management Agreements, until all such obligations have been paid in full (irrespective of whether a claim for such amounts is allowed or allowable in any proceeding under any Debtor Relief Law or otherwise); and eighth, to the Borrower or as otherwise required by law. (b) If any Secured Party collects or received any amounts received on account of the Obligations to which it is not entitled under this Section 8.3, such Secured Party shall hold the same in trust for the Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the account of the Secured Parties, to be applied in accordance with this Section 8.3. (c) Without limiting the generality of the foregoing, this Section 8.3 is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code of the United States and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. (d) Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article 9 for itself and its Affiliates as if a “Lender” party hereto.

Payments Subsequent to Declaration of Event of Default. (a) Notwithstanding Upon the provisions occurrence and continuance of Sections 2.6 an Event of Default, payments and 2.10 or anything prepayments under this Agreement made to the contrary contained in this AgreementAdministrative Agent, after the exercise Issuing Bank and the Lenders or otherwise received by any of remedies such Persons (including rights of setoff) provided from realization on Collateral for in Section 8.2 (or after the Loans have automatically become immediately due and payable as contemplated by Section 8.2(b)), any amounts received on account of the Obligations (whether as a result of any realization on the Collateral, a payment under the Subsidiary Guaranty, any setoff rights, any distribution in connection with any proceeding under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or other similar law or otherwise) shall be applied paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows, in any such case until the prior payment in full in cash of all Obligations: first, to the payment of that portion of Administrative Agent’s, and the Obligations constituting indemnitiesIssuing Bank’s reasonable, feesdocumented, out-of-pocket costs and expenses payable to the Administrative Agent in its capacity as suchexpenses, including any reasonable costs and expenses if any, incurred in connection with the collection of such paymentpayment 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 5.11 11.2(a) and Section 11.2 (irrespective of whether a claim for such indemnitees, fees, costs and expenses is allowed or allowable in any proceeding under any Debtor Relief Law or otherwiseb); second, to the payment of that portion Issuing Bank in an amount equal to any Non-Reimbursed Amount, third, to the Issuing Bank, the Lenders or the Administrative Agent for any fees, expenses and indemnities hereunder or under any of the Obligations constituting indemnitiesother Loan Documents then due and payable; fourth, fees, costs and expenses payable to the Lenders, Lenders pro rata on the Issuing Bank and basis of their respective unpaid principal amounts outstanding under the Swingline Lender Loans (other than Revolving Commitment Fees and letter of credit commissions payable under except as provided in Section 2.4(b2.2(e)), including to the payment of any attorney fees unpaid interest which may have accrued on the Obligations; fifth, to the Lenders pro rata based on the unpaid principal amount of the Loans then outstanding until all Loans have been Paid in Full and reasonable costs all outstanding Letters of Credit have been cash collateralized in an amount equal to 103% of the Letters of Credit Obligations (and, for purposes of this clause, obligations under Interest Hedge Agreements, Bank Products Documents and expenses incurred in connection Other Hedging Agreements constituting Obligations shall be paid on a pro rata basis with the collection Loans; provided, however, that no proceeds realized for any Guarantee or Collateral of such paymenta Credit Party who is not a Qualified ECP Guarantor shall be applied to the payment obligations due under any Interest Hedging Agreement); sixth, includingto the Lenders pro rata on the basis of their respective unpaid amounts, without limitation, any reasonable costs incurred by it in connection with to the sale or disposition payment of any Collateral for the Obligations other unpaid Obligations; and all amounts under Section 5.11 and Section 11.2 (irrespective of whether a claim for such indemniteesseventh, fees, costs and expenses is allowed or allowable in any proceeding under any Debtor Relief Law or otherwise), ratably among the Lenders, the Issuing Bank and the Swingline Lender in proportion to the amounts described in this clause second payable to them;Borrower or as otherwise required by Applicable Law.

Payments Subsequent to Declaration of Event of Default. (a) Notwithstanding the provisions of Sections 2.6 and 2.10 or anything Subsequent to the contrary contained in this Agreement, after acceleration of the exercise of remedies (including rights of setoff) provided for in 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 (or after the Loans have automatically become immediately due and payable as contemplated by Section 8.2(b)), any amounts received from realization on account of Collateral for the Obligations (whether as a result of any realization on the Collateral, a payment under the Subsidiary Guaranty, any setoff rights, any distribution in connection with any proceeding under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or other similar law or otherwise) shall be applied paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows, in any such case until the prior payment in full in cash of all Obligations: follows first, to the payment of that portion of the Obligations constituting indemnities, fees, costs and expenses payable to the Administrative Agent in its capacity as such, including any Agent’s reasonable costs and expenses expenses, if any, incurred in connection with the collection of such paymentpayment 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 5.11 and Section 11.2 (irrespective of whether a claim for such indemnitees, fees, costs and expenses is allowed or allowable in any proceeding under any Debtor Relief Law or otherwise)11.2; second, to the payment of that portion of the Obligations constituting indemnities, fees, costs and expenses payable to the Lenders, the Issuing Bank and the Swingline Lender Lenders (other than Revolving Commitment Fees the Term Loan B Lender) or the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and letter payable; third, to the Lenders (other than the Term Loan B Lender) pro rata on the basis of credit commissions payable their respective unpaid principal amounts outstanding under the Loans (except as provided in Section 2.4(b2.2(e)), including to the payment of any attorney fees and reasonable costs and expenses incurred unpaid interest which may have accrued on the Obligations; fourth, to the Lenders (other than the Term Loan B Lender) pro rata based on the unpaid principal amount of the Loans then outstanding until all Loans have been paid in connection full (and, for purposes of this clause, on a pro rata basis with the collection Loans (a) obligations under any Secured Hedge Agreement shall be paid to Secured Hedge Providers and (b) amounts shall be deposited in a Letter of such payment, including, without limitation, any reasonable costs incurred by it in connection Credit Reserve Account with the sale Administrative Agent, as cash collateral for the Obligations, in an amount equal to the maximum amount currently or disposition at any time thereafter available to be drawn on all outstanding Letters of Credit); fifth, to the Lenders (including the Term Loan B Lender) pro rata on the basis of their respective unpaid amounts, to the payment of any Collateral for the Obligations other unpaid Obligations; and all amounts under Section 5.11 and Section 11.2 (irrespective of whether a claim for such indemniteessixth, fees, costs and expenses is allowed or allowable in any proceeding under any Debtor Relief Law or otherwise), ratably among the Lenders, the Issuing Bank and the Swingline Lender in proportion to the amounts described in this clause second payable to them;Borrower or as otherwise required by law.

Payments Subsequent to Declaration of Event of Default. (a) Notwithstanding Upon the occurrence and continuance of an Event of Default, but subject in all respects to the provisions of Sections 2.6 any applicable Acceptable Intercreditor Agreement, payments and 2.10 or anything prepayments under this Agreement made to the contrary contained in this AgreementAdministrative Agent, after the exercise Issuing BankBanks and the Lenders or otherwise received by any of remedies such Persons (including rights of setoff) provided from realization on Collateral for in Section 8.2 (or after the Loans have automatically become immediately due and payable as contemplated by Section 8.2(b)), any amounts received on account of the Obligations (whether as a result of any realization on the Collateral, a payment under the Subsidiary Guaranty, any setoff rights, any distribution in connection with any proceeding under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or other similar law or otherwise) shall be applied paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows, in any such case until the prior payment in full in cash of all Obligations: first, to the payment of that portion of the Obligations constituting indemnitiesAdministrative Agent’s, feesand theeach Issuing Bank’s reasonable, documented, out-of-pocket costs and expenses payable to the Administrative Agent in its capacity as suchexpenses, including any reasonable costs and expenses if any, incurred in connection with the collection of such paymentpayment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition dispositionDisposition of any Collateral for the Obligations and all amounts under Section 5.11 11.2(a) and Section 11.2 (irrespective of whether a claim for such indemnitees, fees, costs and expenses is allowed or allowable in any proceeding under any Debtor Relief Law or otherwiseb); second, to theeach Issuing Bank in an amount equal to any Non-Reimbursed Amount, with respect to such Issuing Bank, third, to the Issuing BankBanks, the Lenders or the Administrative Agent for any fees, expenses and indemnities hereunder or under any of the other Loan Documents then due and payable; 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)), to the payment of that portion any unpaid interest which may have accrued on the Obligations; fifth, to the Lenders pro rata based on the unpaid principal amount of the Loans then outstanding until all Loans have been Paid in Full and all outstanding Letters of Credit have been cash collateralized in an amount equal to 103% of the Letters of Credit Obligations (and, for purposes of this clause, obligations under Interest Hedge Agreements, Bank Products Documents and Other Hedging Agreements constituting indemnitiesObligations shall be paid on a pro rata basis with the Loans; provided, feeshowever, costs and expenses payable that no proceeds realized for any Guarantee or Collateral of a Credit Party who is not a Qualified ECP Guarantor shall be applied to the Lenderspayment obligations due under any Interest Hedging Agreement); sixth, to the Issuing Bank and Lenders pro rata on the Swingline Lender (other than Revolving Commitment Fees and letter basis of credit commissions payable under Section 2.4(b))their respective unpaid amounts, including any attorney fees and reasonable costs and expenses incurred in connection with to the collection of such payment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition payment of any Collateral for the Obligations other unpaid Obligations; and all amounts under Section 5.11 and Section 11.2 (irrespective of whether a claim for such indemniteesseventh, fees, costs and expenses is allowed or allowable as provided in any proceeding under any Debtor Relief Law or otherwise)Acceptable Intercreditor Agreement; and eighth, ratably among the Lenders, the Issuing Bank and the Swingline Lender in proportion to the amounts described in this clause second payable to them;Borrower or as otherwise required by Applicable Law.