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

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of the rights of the Lender Group under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank hereunder or under any other Loan Document; THIRD, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding; SEVENTH, to the payment of any Obligation arising in respect of the Bank Products; EIGHTH, to any other Obligations not otherwise referred to in this Section 2.11(b); and NINTH, upon satisfaction in full of all Obligations, to the Borrowers or as otherwise required by law.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document Documents which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including without limitation indemnification and reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of respect to enforcing the rights of the Lender Group Lenders under the Loan DocumentsDocuments or that are otherwise required to be paid under the Loan Documents in connection therewith, and (ii) to the payment of principal and interest on any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to the payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank hereunder or under any other Loan Document; THIRD, to the payment of out-of-pocket costs and expenses (including without limitation indemnification and reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of respect to enforcing their respective rights under the Loan DocumentsDocuments or that are otherwise required to be paid under the Loan Documents in connection therewith; FOURTH, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding; SEVENTH, to the payment of any Obligation arising in respect Bank Products Obligations; provided, however, that no proceeds realized from any Guaranty or Collateral of a Credit Party who is not a Qualified ECP Guarantor shall be applied to the Bank Productspayment of Hedge Obligations that constitute Obligations; EIGHTH, to any other Obligations not otherwise referred to in this Section 2.11(b); and NINTH, upon satisfaction in full of all Obligations, to the Borrowers applicable Credit Party or as otherwise required by lawsuch other Person who may be lawfully entitled thereto.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, all payments and prepayments with respect to the Secured Obligations made to the Lender Group, or any of them, or otherwise received by any member and all net proceeds from enforcement of the Lender Group Secured Obligations (from including realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.102.21): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of the rights of the Lender Group Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank Swingline Lender hereunder or under any other Loan Document; THIRD, pro rata, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, pro rata, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to on a pro rata basis among the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rataSecured Parties, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations LC Exposure then outstanding; SEVENTH, outstanding and (iii) to the payment of any Obligation arising in respect of the Bank Productsobligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements; EIGHTHSIXTH, to any other Secured Obligations not otherwise referred to in this Section 2.11(b2.27(b); and NINTHSEVENTH, upon satisfaction in full of all Secured Obligations, to the Borrowers Borrower or as otherwise required by law. Subject to items “FIRST” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. Notwithstanding the foregoing, Secured 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 IX for itself and its Affiliates as if a “Lender” party hereto.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, all payments and prepayments with respect to the Secured Obligations made to the Lender Group, or any of them, or otherwise received by any member and all net proceeds from enforcement of the Lender Group Secured Obligations (from including realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.102.21): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of the rights of the Lender Group Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank Swingline Lender hereunder or under any other Loan Document; THIRD, pro rata, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, pro rata, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to on a pro rata basis among the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rataSecured Parties, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations LC Exposure then outstanding; SEVENTH, outstanding and (iii) to the payment of any Obligation arising in respect of the Bank Productsobligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements; EIGHTHSIXTH, to any other Secured Obligations not otherwise referred to in this Section 2.11(b2.27(b); and NINTH, upon satisfaction in full of all Obligations, to the Borrowers or as otherwise required by law.and

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document Documents which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including without limitation indemnification and reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of respect to enforcing the rights of the Lender Group Lenders under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent Documents or that are otherwise required to be paid under or pursuant to the terms of the Loan Documents in connection therewith, and to the payment of principal and interest on any Agent Loans (including including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to the payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank hereunder or under any other Loan Document; THIRD, to the payment of out-of-pocket costs and expenses (including without limitation indemnification and reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of respect to enforcing their respective rights under the Loan DocumentsDocuments or that are otherwise required to be paid under the Loan Documents in connection therewith; FOURTH, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and ; (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding; and (iii) to Hedge Obligations based upon amounts certified to the Administrative Agent to be due and payable to the applicable Bank Products Provider on account of Noticed Bank Products Obligations constituting Hedge Obligations in an amount not to exceed the lesser of (a) such Noticed Bank Products Obligations and (b) $25,000,000; SEVENTH, to the payment of any Obligation arising in respect of the remaining Bank ProductsProducts Obligations; EIGHTH, to any other Obligations not otherwise referred to in this Section 2.11(b); and NINTH, upon satisfaction in full of all Obligations, to the Borrowers applicable Credit Party or as otherwise required by lawsuch other Person who may be lawfully entitled thereto.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.102.10 and to the terms and provisions of the Intercreditor Agreement, if then in effect): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each Administrative Agent and the Administrative Collateral Agent incurred in connection with the enforcement of the rights of the Lender Group under the Loan Documents, and (ii) any Agent Advances made by the Revolving Facility Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the each Administrative Agent, the Issuing Bank or the Swing Line Bank hereunder or under any other Loan Document; THIRD, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, to the payment of all obligations Obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding; SEVENTH, outstanding and (iii) to the payment of any Obligation arising in respect of the Bank Products; EIGHTHSIXTH, to any other Obligations not otherwise referred to in this Section 2.11(b); and NINTHSEVENTH, upon satisfaction in full of all Obligations, to the Borrowers or as otherwise required by law.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent Subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent ' fees and expenses), if any, incurred in connection with the enforcement of the rights by any member of the Lender Group in the collection of such amounts under the this Agreement or any other Loan DocumentsDocument, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed then due and payable to the Administrative Agent, the Issuing Bank Agent under this Agreement or the Swing Bank hereunder or under any other Loan Document; THIRD, pro rata to any fees then due and payable to the Lenders and the Issuing Banks under this Agreement or any other Loan Document; FOURTH, pro rata to the payment of out-of-pocket costs interest then due and expenses (including reasonable attorneys’ fees) of payable on the Lenders incurred in connection with Swing Loans, the enforcement of their respective rights under Agent Advances and the Loan Documents; FOURTH, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunderRevolving Loans; FIFTH, pro rata to (i) the payment of the principal of the Swing Loans then outstanding and (ii) the payment of principal of the Agent Advances then outstanding; SIXTH, pro rata, rata to (i) the payment of principal on of the Revolving Current Asset Loans then outstanding; SEVENTH, and pro rata to (iii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding; SEVENTHoutstanding which are not supported by a Backup Letter of Credit, (ii) the payment of any Obligations arising in respect of any Bank Products or Hedge Agreements, and (iii) to the payment of any Obligation arising in respect principal of the Bank ProductsFixed Asset Loans then outstanding; EIGHTH, to any other Obligations not otherwise referred to in this Section 2.11(b); NINTH, to damages incurred by any member of the Lender Group by reason of any breach of this Agreement or of any other Loan Document; and NINTHTENTH, upon satisfaction in full of all Obligations, Obligations to the Borrowers Borrower or as otherwise required by law.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.102.10 and to the terms and provisions of the Intercreditor Agreement): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each Administrative Agent and the Administrative Collateral Agent incurred in connection with the enforcement of the rights of the Lender Group under the Loan Documents, and (ii) any Agent Advances made by the Revolving Facility Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the each Administrative Agent, the Issuing Bank or the Swing Line Bank hereunder or under any other Loan Document; THIRD, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, to the payment of all obligations Obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding; SEVENTHSIXTH, and (iii) to the payment of any Obligation arising in respect of the Bank Products; EIGHTHSEVENTH, to any other Obligations not otherwise referred to in this Section 2.11(b); and NINTHEIGHTH, upon satisfaction in full of all Obligations, to the Borrowers or as otherwise required by law.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender GroupAdministrative Agent, the Issuing Bank or the Lenders, or any of them, or otherwise received by any member of the Lender Group foregoing Persons (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.102.20): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of the rights of the Lender Group Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents, Documents and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank Swingline Lender hereunder or under any other Loan Document; THIRD, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Swingline Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations LC Exposure then outstanding; SEVENTH, to the payment of any Obligation arising in respect of the Bank Products; EIGHTH, to any other Obligations not otherwise referred to in this Section 2.11(b2.26(b); and NINTH, upon satisfaction in full of all Obligations, to the Borrowers or as otherwise required by law. Subject to items “FIRST” through “EIGHTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations. Amounts distributed with respect to any Indebtedness in respect of Bank Products shall be the lesser of the applicable Bank Product Amount last reported to Administrative Agent or the actual amount of such Indebtedness, as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Indebtedness in respect of Bank Products, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the relevant Lender or Affiliate of a Lender providing such Bank Products. In the absence of such notice, Administrative Agent may assume the amount to be distributed is the Bank Product Amount last reported to it.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during During the continuance of an Event of Default, Administrative Agent may, and upon the direction of Required Lenders shall, apply any and all payments and prepayments received by Administrative Agent in respect of any Obligation in accordance with respect clauses first through eighth below. Notwithstanding any provision herein to the contrary, all payments made after the Obligations made have been accelerated (so long as such acceleration has not been rescinded), including proceeds of Collateral, shall be applied as follows: FIRST, to the Lender Group, or any payment of them, or otherwise received by any member that portion of the Lender Group Obligations constituting fees, indemnities, costs, expenses and other amounts (from realization on Collateral or otherwiseincluding fees, charges and disbursements of counsel to Administrative Agent) shall be distributed payable to Administrative Agent in the following order of priority (subject, its capacity as applicable, to Section 2.10): FIRSTsuch; SECOND, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of the rights of the Lender Group under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant fees payable to the terms of the Swing Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank Lender hereunder or under any other Loan DocumentDocuments; THIRD, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, outstanding and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding; SEVENTH, to the payment of any Obligation arising in respect of the Bank ProductsProduct Obligations and Hedge Obligations then due and payable; EIGHTHSEVENTH, to any other Obligations not otherwise referred to in this Section 2.11(b3.6(b); and NINTHEIGHTH, upon satisfaction in full of all Obligations, to the Borrowers or as otherwise required by law.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender GroupAdministrative Agent, the Issuing Bank or the Lenders, or any of them, or otherwise received by any member of the Lender Group foregoing Persons (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.102.21): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of the rights of the Lender Group Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank Swingline Lender hereunder or under any other Loan Document; THIRD, pro rata, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, pro rata, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations LC Exposure then outstanding; SEVENTH, outstanding and (iii) to the payment of any Obligation arising in respect of the Bank Products; EIGHTHSIXTH, to any other Obligations not otherwise referred to in this Section 2.11(b2.27(b); and NINTH, upon satisfaction in full of all Obligations, to the Borrowers or as otherwise required by law.and

Payments Subsequent to Event of Default. Notwithstanding Subject to clause (c) of this Section 3.21, notwithstanding anything in this Agreement or any other Loan Document Documents which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender GroupSecured Parties, or any of them, or otherwise received by any member of the Lender Group Secured Party (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.103.17): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) fees and expenses), if any, incurred by any Secured Party in the collection of the Administrative Agent incurred in connection with the enforcement such amounts under this Agreement or of the rights of the Lender Group under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed then due and payable to the Administrative Agent, the Issuing Bank Agent under this Agreement or the Swing Bank hereunder or under any other Loan Document; THIRD, pro rata, to any fees then due and payable to the payment of out-of-pocket costs Lenders and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights L/C Issuer under the this Agreement or any other Loan DocumentsDocument; FOURTH, pro rata, to the payment of all obligations consisting of accrued fees interest then due and interest payable to on the Lenders hereunderSwing Loans and the Revolving Loans; FIFTH, to the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (i) the payment of the aggregate amount of all drawings under Letters of Credit honored by the L/C Issuer then outstanding, (ii) the payment of the Additional Letter of Credit Claims then outstanding, and to cash collateralize the other Additional Letter of Credit Obligations in the amount of 100% of the outstanding face amount of any Additional Letters of Credit, in an aggregate amount up to the Additional Letter of Credit Sublimit, (iii) the payment of principal on the Revolving Loans then outstanding, (iv) the payment of the Cash Management Claims then outstanding (provided, that the Cash Management Claims to be paid pursuant to this clause SIXTH and clause SIXTH of Section 3.21(a) shall not exceed the aggregate amount of $20,000,000 for all Lenders), (iiv) cash collateralize the Letter of Credit Reserve Account Obligations not otherwise referred to in this Section 3.21(b) in the extent amount of one hundred five percent (105%) % of the outstanding face amount of any Letter Letters of Credit Credit, and (vi) the payment of the Obligations arising in respect of Interest Rate Contracts with a Capital Market Party then outstandingdue and payable; SEVENTH, to the payment of any Obligation arising the Cash Management Claims not otherwise referred to in respect of the Bank Productsthis Section 3.21(a) then due and payable; EIGHTH, to any other Obligations not otherwise referred to in this Section 2.11(b3.21(b); NINTH, to damages incurred by the Agent or any Lender by reason of any breach hereof or of any other Loan Document; and NINTHTENTH, upon satisfaction in full of all Obligations, to the Borrowers Borrower or as otherwise required by law.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, all payments and prepayments with respect to the Secured Obligations made to the Lender Group, or any of them, or otherwise received by any member and all net proceeds from enforcement of the Lender Group Secured Obligations (from including realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.102.21): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of the rights of the Lender Group Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank Swingline Lender hereunder or under any other Loan Document; THIRD, pro rata, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, pro rata, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to on a pro rata basis among the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rataSecured Parties, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations LC Exposure then outstanding; SEVENTH, outstanding and (iii) to the payment of any Obligation arising in respect of the Bank Productsobligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements; EIGHTHSIXTH, to any other Secured Obligations not otherwise referred to in this Section 2.11(b2.27(b); and NINTHSEVENTH, upon satisfaction in full of all Secured Obligations, to the Borrowers Borrower or as otherwise required by law. Subject to items “first” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. Notwithstanding the foregoing, Secured 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 IX for itself and its Affiliates as if a “Lender” party hereto.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document Documents which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of enforcing the rights of the Lender Group Lenders under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank hereunder or under any other Loan Document; THIRD, to the payment of out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Lenders incurred in connection with enforcing the enforcement rights of their respective its rights under the Loan Documents; FOURTH, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans Term Loan then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding; SEVENTH, to the payment of any Obligation arising in respect of the Bank Products; EIGHTHSIXTH, to any other Obligations not otherwise referred to in this Section 2.11(b); and NINTHSEVENTH, upon satisfaction in full of all Obligations, to the Borrowers Borrower or as otherwise required by law.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document Documents which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent fees and expenses), if any, incurred in connection with the enforcement of the rights by any member of the Lender Group in the collection of such amounts under this Agreement or of the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed then due and payable to the Administrative Agent, the Issuing Bank Agent under this Agreement or the Swing Bank hereunder or under any other Loan Document; THIRD, pro rata, to any fees then due and payable to the payment of out-of-pocket costs Lenders and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights Issuing Lender under the this Agreement or any other Loan DocumentsDocument; FOURTH, pro rata, to the payment of all obligations consisting of accrued fees interest then due and interest payable to on the Lenders hereunderAgent Advances and the Revolving Loans; FIFTH, pro rata, to (i) the payment of the principal of the Swing Loans Agent Advances then outstanding; SIXTH, pro rata, to (iii) the payment of principal on the Revolving Loans then outstanding, and (iiiii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Syndicated Letter of Credit Obligations then outstanding; SEVENTHoutstanding for the sole purpose of Reimbursement Obligations for Syndicated Letters of Credit, (iv) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Alternative Letter of Credit Obligations then outstanding for the sole purpose of Reimbursement Obligations for Alternative Letters of Credit, and (v) the payment of any Obligation arising in respect of the Bank ProductsHedge Agreements; EIGHTHSIXTH, to any other Obligations not otherwise referred to in this Section 2.11(b); SEVENTH, to damages incurred by the Administrative Agent or any Lender by reason of any breach hereof or of any other Loan Document; and NINTHEIGHTH, upon satisfaction in full of all Obligations, to the Borrowers Borrower or as otherwise required by law.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during During the continuance of an Event of Default, Administrative Agent may, and upon the direction of Majority Lenders shall, apply any and all payments and prepayments received by Administrative Agent in respect of any Obligation (including payments by any IGT Hospital under any IGT Security Agreement) in accordance with respect clauses first through eighth below. Notwithstanding any provision herein to the contrary, all payments made after the Obligations made have been accelerated (so long as such acceleration has not been rescinded), including proceeds of Collateral, shall be applied as follows: FIRST, to the Lender Group, or any payment of them, or otherwise received by any member that portion of the Lender Group Obligations constituting fees, indemnities, actual out-of-pocket costs and expenses and other amounts (from realization on Collateral or otherwiseincluding fees, charges and disbursements of legal counsel to Administrative Agent) shall be distributed due and payable to Administrative Agent in the following order of priority (subject, its capacity as applicable, to Section 2.10): FIRSTsuch; SECOND, pro rata, to the payment of (i) that portion of the Obligations constituting fees, indemnities, actual out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative and other amounts payable to Revolving Agent incurred in connection with the enforcement of the rights of the Lender Group under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed payable to the Administrative Agent, the Issuing Bank or Lender and the Swing Bank Loan Lender hereunder or under any other Loan DocumentDocuments; THIRD, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; 80 US_Active\120558968\V-3 US_ACTIVE\122519032\V-4 FIFTH, to the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the A/R Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Collateral Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations Liabilities then outstanding; SEVENTH, to (iii) the payment of any Obligation arising in respect principal on the Real Estate Revolving Loans then outstanding and (iv) the payment of the Bank ProductsProduct Obligations and Hedge Obligations then due and payable; EIGHTHSEVENTH, to any other Obligations not otherwise referred to in this Section 2.11(b3.6(b); and NINTHEIGHTH, upon satisfaction in full of all Obligations, to the Borrowers or as otherwise required by law. SECTION 4.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, all payments and prepayments with respect to the Secured Obligations made to the Lender Group, or any of them, or otherwise received by any member and all net proceeds from enforcement of the Lender Group Secured Obligations (from including realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.102.21): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of the rights of the Lender Group Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank Swingline Lender hereunder or under any other Loan Document; THIRD, pro rata, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, pro rata, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to on a pro rata basis among the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rataSecured Parties, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations LC Exposure then outstanding; SEVENTH, outstanding and (iii) to the payment of any Obligation arising in respect of the Bank Productsobligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements; EIGHTHSIXTH, to any other Secured Obligations not otherwise referred to in this Section 2.11(b2.27(b); and NINTHSEVENTH, upon satisfaction in full of all Secured Obligations, to the Borrowers Borrower or as otherwise required by law. Subject to items “FIRST” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. Notwithstanding the foregoing, Secured 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 77 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 IX for itself and its Affiliates as if a “Lender” party hereto.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document Documents which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including without limitation indemnification and reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of respect to enforcing the rights of the Lender Group Lenders under the Loan DocumentsDocuments or that are otherwise required to be paid under the Loan Documents in connection therewith, and (ii) to the payment of principal and interest on any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to the payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank hereunder or under any other Loan Document; THIRD, to the payment of out-of-pocket costs and expenses (including without limitation indemnification and reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of respect to enforcing their respective rights under the Loan DocumentsDocuments or that are otherwise required to be paid under the Loan Documents in connection therewith; FOURTH, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five three percent (105103%) of any Letter of Credit Obligations then outstanding; SEVENTH, to the payment of any Obligation arising in respect Bank Products Obligations; provided, however, that no proceeds realized from any Guaranty or Collateral of a Credit Party who is not a Qualified ECP Guarantor shall be applied to the Bank Productspayment of Hedge Obligations that constitute Obligations; EIGHTH, to any other Obligations not otherwise referred to in this Section 2.11(b); and NINTH, upon satisfaction in full of all Obligations, to the Borrowers applicable Credit Party or as otherwise required by lawsuch other Person who may be lawfully entitled thereto.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document Documents which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Administrative Agent incurred in connection or the Co-Collateral Agents with the enforcement of enforcing the rights of the Lender Group Lenders under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the Administrative Agent, any Co-Collateral Agent, the Issuing Bank or the Swing Bank hereunder or under any other Loan Document; THIRD, to the payment of out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Lenders incurred in connection with enforcing the enforcement rights of their respective its rights under the Loan Documents; FOURTH, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans then outstanding; , SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding; , SEVENTH, to the payment of any Obligation arising in respect of the any Bank Products; EIGHTH, to any other Obligations not otherwise referred to in this Section 2.11(b); and NINTH, upon satisfaction in full of all Obligations, to the Borrowers Borrower or as otherwise required by law.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, all payments and prepayments with respect to the Secured Obligations made to the Lender Group, or any of them, or otherwise received by any member and all net proceeds from enforcement of the Lender Group Secured Obligations (from including realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.102.21): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of the rights of the Lender Group Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank Swingline Lender hereunder or under any other Loan Document; THIRD, pro rata, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, pro rata, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to on a pro rata basis among the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rataSecured Parties, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations LC Exposure then outstanding; SEVENTH, outstanding and (iii) to the payment of any Obligation arising in respect of the Bank Productsobligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements; EIGHTH72 SIXTH, to any other Secured Obligations not otherwise referred to in this Section 2.11(b2.27(b); and NINTHSEVENTH, upon satisfaction in full of all Secured Obligations, to the Borrowers Borrower or as otherwise required by law.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender GroupAdministrative Agent, the Issuing Bank or the Lenders, or any of them, or otherwise received by any member of the Lender Group foregoing Persons (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.102.21): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of the rights of the Lender Group Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank Swingline Lender hereunder or under any other Loan Document; THIRD, pro rata, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, pro rata, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations LC Exposure then outstanding; SEVENTH, outstanding and (iii) to the payment of any Obligation arising in respect of the Bank Products; EIGHTHSIXTH, to any other Obligations not otherwise referred to in this Section 2.11(b2.27(b); and NINTHSEVENTH, upon satisfaction in full of all Obligations, to the Borrowers Borrower or as otherwise required by law. Subject to items “FIRST” through “SIXTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations. Amounts distributed with respect to any Indebtedness in respect of Bank Products shall be the lesser of the applicable Bank Product Amount last reported to Administrative Agent or the actual amount of such Indebtedness, as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Indebtedness in respect of Bank Products, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the relevant Lender or Affiliate of a Lender providing such Bank Products. In the absence of such notice, Administrative Agent may assume the amount to be distributed is the Bank Product Amount last reported to it.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document Documents which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of enforcing the rights of the Lender Group Lenders under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the Administrative Agent, the Issuing Bank Banks or the Swing Bank hereunder or under any other Loan Document; THIRD, to the payment of out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Lenders incurred in connection with enforcing the enforcement rights of their respective its rights under the Loan DocumentsDocuments (other than costs and expenses owed to any Lender with respect to the FILO Tranche of Loans); FOURTH, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunderhereunder (other than fees and interest owed to any Lender with respect to the FILO Tranche of Loans); FIFTH, to the payment of the principal of the Swing Loans then outstanding; , SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstandingoutstanding (other than any Revolving Loans under a FILO Tranche), and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding; outstanding (other than any Letter of Credit Obligations under a FILO Tranche), SEVENTH, to the payment of any Obligation arising in respect of the Bank Products; EIGHTH, to any other Obligations not otherwise referred to in this Section 2.11(b) (other than any Obligations under a FILO Tranche); NINTH, to the payment of all Obligations (including fees, interest, and NINTHprincipal) of the Borrower Parties with respect to the FILO Tranche that are then due and payable to the Lender Group; and TENTH, upon satisfaction in full of all Obligations, to the Borrowers or as otherwise required by law.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.102.10 and to the terms and provisions of the Intercreditor Agreement): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent and the Collateral Agent incurred in connection with the enforcement of the rights of the Lender Group under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank hereunder or under any other Loan Document; THIRD, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, to the payment of all obligations Obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding; SEVENTH, outstanding and (iii) to the payment of any Obligation arising in respect of the Bank Products; EIGHTHSEVENTH, to any other Obligations not otherwise referred to in this Section 2.11(b); and NINTHEIGHTH, upon satisfaction in full of all Obligations, to the Borrowers or as otherwise required by law.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent Subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender GroupAdministrative Agent, or any of themthe Lenders, the Issuing Banks or otherwise received by the Administrative Agent, any member of the Lender Group Lender, any Issuing Bank (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of ' fees and expenses), if any, incurred by the Administrative Agent incurred Agent, any Lender, or any Issuing Bank in connection with the enforcement collection of the rights of the Lender Group such amounts under the this Agreement or any other Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed then due and payable to the Administrative Agent, the Issuing Bank Agent under this Agreement or the Swing Bank hereunder or under any other Loan Document; THIRD, pro rata to any fees then due and payable to the Lenders and the Issuing Banks under this Agreement or any other Loan Document; FOURTH, pro rata to the payment of out-of-pocket costs interest then due and expenses (including reasonable attorneys’ fees) of payable on the Lenders incurred in connection with Swing Loans and the enforcement of their respective rights under the Loan Documents; FOURTH, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunderRevolving Loans; FIFTH, pro rata to (i) the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (iii) the payment of principal on the Revolving Loans then outstanding, outstanding and (iiiii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding; SEVENTHSIXTH, to the payment of any Obligation Obligations arising in respect of Bank Products then due to the Bank ProductsAdministrative Agent (or any affiliate of the Administrative Agent) or any Lender (or any Affiliate of a Lender); EIGHTHSEVENTH, to any other Obligations not otherwise referred to in this Section 2.11(b); and NINTHEIGHTH, upon satisfaction in full of all Obligations, to the Borrowers or as otherwise required by law.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document Documents which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of enforcing the rights of the Lender Group Lenders under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the Administrative Agent, the Issuing Bank Banks or the Swing Bank hereunder or under any other Loan Document; THIRD, to the payment of out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Lenders incurred in connection with enforcing the enforcement rights of their respective its rights under the Loan Documents; FOURTH, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans then outstanding; , SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding; , SEVENTH, to the payment of any Obligation arising in respect of the Bank Products; EIGHTH, to any other Obligations not otherwise referred to in this Section 2.11(b); and NINTH, upon satisfaction in full of all Obligations, to the Borrowers or as otherwise required by law.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during During the continuance of an Event of Default, Administrative Agent may, and upon the direction of Majority Lenders shall, apply any and all payments and prepayments received by Administrative Agent in respect of any Obligation (including payments by any IGT Hospital under any IGT Security Agreement) in accordance with respect clauses first through eighth below. Notwithstanding any provision herein to the contrary, all payments made after the Obligations made have been accelerated (so long as such acceleration has not been rescinded), including proceeds of Collateral, shall be applied as follows: FIRST, to the Lender Group, or any payment of them, or otherwise received by any member that portion of the Lender Group Obligations constituting fees, indemnities, actual out-of-pocket costs and expenses and other amounts (from realization on Collateral or otherwiseincluding fees, charges and disbursements of legal counsel to Administrative Agent) shall be distributed due and payable to Administrative Agent in the following order of priority (subject, its capacity as applicable, to Section 2.10): FIRSTsuch; SECOND, pro rata, to the payment of (i) that portion of the Obligations constituting fees, indemnities, actual out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative and other amounts payable to Revolving Agent incurred in connection with the enforcement of the rights of the Lender Group under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed payable to the Administrative Agent, the Issuing Bank or Lender and the Swing Bank Loan Lender hereunder or under any other Loan DocumentDocuments; THIRD, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the A/R Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Collateral Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations Liabilities then outstanding; SEVENTH, to (iii) the payment of any Obligation arising in respect principal on the Real Estate Revolving Loans then outstanding and (iv) the payment of the Bank ProductsProduct Obligations and Hedge Obligations then due and payable; EIGHTHSEVENTH, to any other Obligations not otherwise referred to in this Section 2.11(b3.6(b); and NINTHEIGHTH, upon satisfaction in full of all Obligations, to the Borrowers or as otherwise required by law.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender GroupAdministrative Agent, the Issuing Bank or the Lenders, or any of them, or otherwise received by any member of the Lender Group foregoing Persons (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.102.21): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of the rights of the Lender Group Administrative Agent, the Issuing Bank and the Lenders under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank Swingline Lender hereunder or under any other Loan Document; THIRD, pro rata, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, pro rata, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Swingline Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations LC Exposure then outstanding; SEVENTH, outstanding and (iii) to the payment of any Obligation arising in respect of the Bank Products; EIGHTHSEVENTH, to any other Obligations not otherwise referred to in this Section 2.11(b2.27(b); and NINTHEIGHTH, upon satisfaction in full of all Obligations, to the Borrowers Borrower or as otherwise required by law. Subject to items “FIRST” through “SEVENTH” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations. Amounts distributed with respect to any Indebtedness in respect of Bank Products shall be the lesser of the applicable Bank Product Amount last reported to Administrative Agent or the actual amount of such Indebtedness, as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Indebtedness in respect of Bank Products, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the relevant Lender or Affiliate of a Lender providing such Bank Products. In the absence of such notice, Administrative Agent may assume the amount to be distributed is the Bank Product Amount last reported to it.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document Documents which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including without limitation indemnification and reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of respect to enforcing the rights of the Lender Group Lenders under the Loan DocumentsDocuments or that are otherwise required to be paid under the Loan Documents in connection therewith, and (ii) to the payment of principal and interest on any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to the payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank hereunder or under any other Loan Document; THIRD, to the payment of out-of-pocket costs and expenses (including without limitation indemnification and reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of respect to enforcing their respective rights under the Loan DocumentsDocuments or that are otherwise required to be paid under the Loan Documents in connection therewith; FOURTH, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five three percent (105103%) of any Letter of Credit Obligations then outstandingoutstanding and (iii) Obligations consisting of Bank Products (in an aggregate amount with respect to this clause (ii) not to exceed the most recently established Bank Products Reserve); provided, however, that no proceeds realized from any Guaranty or Collateral of a Credit Party who is not a Qualified ECP Guarantor shall be applied to the payment of Hedge Obligations that constitute Obligations; SEVENTH, to the payment of any Obligation arising in respect other Bank Products Obligations; provided, however, that no proceeds realized from any Guaranty or Collateral of a Credit Party who is not a Qualified ECP Guarantor shall be applied to the Bank Productspayment of Hedge Obligations that constitute Obligations; EIGHTH, to any other Obligations not otherwise referred to in this Section 2.11(b); and NINTH, upon satisfaction in full of all Obligations, to the Borrowers applicable Credit Party or as otherwise required by lawsuch other Person who may be lawfully entitled thereto.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.102.10 and to the terms and provisions of the Intercreditor Agreement): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each Administrative Agent and the Administrative Collateral Agent incurred in connection with the enforcement of the rights of the Lender Group under the Loan Documents, and (ii) any Agent Advances made by the Revolving Facility Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the each Administrative Agent, the Issuing Bank or the Swing Line Bank hereunder or under any other Loan Document; THIRD, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, to the payment of all obligations Obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding; SEVENTH, outstanding and (iii) to the payment of any Obligation arising in respect of the Bank Products; EIGHTHSIXTH, to any other Obligations not otherwise referred to in this Section 2.11(b); and NINTHSEVENTH, upon satisfaction in full of all Obligations, to the Borrowers or as otherwise required by law.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of the rights of the Lender Group under the Loan Documents, (ii) out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) of the Co-Collateral Agents incurred by the Co-Collateral Agents in connection with their duties under the Loan Documents, and (iiiii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the Administrative Agent, the Issuing Bank or Bank, the Swing Bank Bank, or any Co-Collateral Agent hereunder or under any other Loan Document; THIRD, to the payment of out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, to the payment of all obligations Obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstandingoutstanding and (iii) any Obligation arising in respect of any Bank Products for which Bank Product Reserves have been established; SEVENTH, to the payment of any Obligation arising in respect of the other Bank Products; EIGHTH, to any other Obligations not otherwise referred to in this Section 2.11(b); and NINTH, upon satisfaction in full of all Obligations, to the Borrowers or as otherwise required by law.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of the rights of the Lender Group under the Loan Documents, and (ii) any Agent Advances made by the 57 Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank hereunder or under any other Loan Document; THIRD, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, to the payment of all obligations Obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans and Overadvances then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding; SEVENTH, to the payment of any Obligation arising in respect of the Bank Products; EIGHTH, to any other Obligations not otherwise referred to in this Section 2.11(b); and NINTH, upon satisfaction in full of all Obligations, to the Borrowers or as otherwise required by law.;

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document Documents which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including without limitation indemnification and reasonable and documented out-of-pocket attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of respect to enforcing the rights of the Lender Group Lenders under the Loan DocumentsDocuments or that are otherwise required to be paid under the Loan Documents in connection therewith, and (ii) to the payment of principal and interest on any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to the payment of any fees owed to the Administrative Agent, the Issuing Bank Banks or the Swing Bank hereunder or under any other Loan Document; THIRD, to the payment of out-of-pocket costs and expenses (including without limitation indemnification and reasonable and documented out-of-pocket attorneys’ fees) of the Lenders incurred in connection with the enforcement of respect to enforcing their respective rights under the Loan DocumentsDocuments or that are otherwise required to be paid under the Loan Documents in connection therewith; FOURTH, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five three percent (105103%) of any Letter of Credit Obligations then outstanding; SEVENTH, to the payment of any Obligation arising in respect Bank Products Obligations; provided, however, that no proceeds realized from any Guaranty or Collateral of a Credit Party who is not a Qualified ECP Guarantor shall be applied to the Bank Productspayment of Hedge Obligations that constitute Obligations; EIGHTH, to any other Obligations not otherwise referred to in this Section 2.11(b); and NINTH, upon satisfaction in full of all Obligations, to the Borrowers applicable Credit Party or as otherwise required by lawsuch other Person who may be lawfully entitled thereto.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent Subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender GroupAdministrative Agent, or any of themthe Lenders, the Issuing Banks or otherwise received by the Administrative Agent, any member of the Lender Group Lender, any Issuing Bank (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of ' fees and expenses), if any, incurred by the Administrative Agent incurred Agent, any Lender, or any Issuing Bank in connection with the enforcement collection of the rights of the Lender Group such amounts under the this Agreement or any other Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including including, without limitation, any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed then due and payable to the Administrative Agent, the Issuing Bank Agent under this Agreement or the Swing Bank hereunder or under any other Loan Document; THIRD, pro rata to any fees then due and payable to the Lenders and the Issuing Banks under this Agreement or any other Loan Document; FOURTH, pro rata to the payment of out-of-pocket costs interest then due and expenses (including reasonable attorneys’ fees) of payable on the Lenders incurred in connection with Swing Loans, Agent Advances and the enforcement of their respective rights under the Loan Documents; FOURTH, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunderRevolving Loans; FIFTH, pro rata to (i) the payment of the principal of the Swing Loans and Agent Advances then outstanding; SIXTH, pro rata, to (iii) the payment of principal on the Revolving Loans then outstanding, outstanding and (iiiii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding; SEVENTHSIXTH, to the payment of any Obligation Obligations arising in respect of Bank Products then due to the Bank ProductsAdministrative Agent (or any affiliate of the Administrative Agent) or any Lender (or any Affiliate of a Lender); EIGHTHSEVENTH, to any other Obligations not otherwise referred to in this Section 2.11(b); and NINTHEIGHTH, upon satisfaction in full of all Obligations, Obligations to the Borrowers or as otherwise required by law.

Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10): FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of the rights of the Lender Group under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral); SECOND, pro rata, to payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank hereunder or under any other Loan Document; THIRD, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents; FOURTH, to the payment of all obligations Obligations consisting of accrued fees and interest payable to the Lenders hereunder; FIFTH, to the payment of the principal of the Swing Loans and Overadvances then outstanding; SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding; SEVENTH, to the payment of any Obligation arising in respect of the Bank Products; EIGHTH, to any other Obligations not otherwise referred to in this Section 2.11(b); and NINTH, upon satisfaction in full of all Obligations, to the Borrowers or as otherwise required by law.