Payments Subsequent to Event of Default. Upon the occurrence and during the continuation of an Event of Default, payments and prepayments under this Agreement made to any of the Administrative Agent and the Lenders or otherwise received by any of such Persons (from realization on Collateral for the Obligations or otherwise) shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first, to the Administrative Agent's reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 12.1(b) and (c) hereof; second, to the Lenders and the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; third, to the Lenders pro rata on the basis of their respective unpaid principal amounts, to the payment of any unpaid interest which may have accrued on the Obligations; fourth, to the Lenders pro rata until all Loans have been paid in full (and, for purposes of this clause, obligations under Interest Rate Protection Agreements with the Lenders or their Affiliates or any of them shall be paid on a pro rata basis with the Loans); fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, to the payment of any other unpaid Obligations; and sixth, to the Borrower or as otherwise required by law.
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Payments Subsequent to Event of Default. Upon Subsequent to the occurrence and during the continuation continuance of an Event of Default, payments and prepayments under this Agreement with respect to the Obligations made to the Lender Group, or any of the Administrative Agent and the Lenders them, or otherwise received by any member of such Persons (from realization on Collateral for the Obligations or otherwise) Lender Group shall be paid over distributed in the following order of priority (subject, as applicable, to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: firstSection 2.10): FIRST, to the Administrative Agent's reasonable costs and expenses (including attorneys’ fees and expenses), if any, incurred by any member of the Lender Group in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 12.1(b) this Agreement or any other Loan Document; SECOND, to any fees then due and (c) hereofpayable to the Administrative Agent under this Agreement or any other Loan Document; secondTHIRD, pro rata to any fees then due and payable to the Lenders and the Administrative Agent for Issuing Bank under this Agreement or any fees hereunder or under any of the other Loan Documents Document; FOURTH, pro rata to the payment of interest then due and payable; third, to the Lenders pro rata payable on the basis of their respective unpaid principal amountsSwing Loans and the Revolving Loans; FIFTH, to the payment of any unpaid interest which may have accrued on the Obligationsprincipal of the Swing Loans then outstanding; fourthSIXTH, to the Lenders pro rata until all Loans have been paid in full (and, for purposes of this clause, obligations under Interest Rate Protection Agreements with the Lenders or their Affiliates or any of them shall be paid on a pro rata basis with the Loans); fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, to the payment of principal of the Revolving Loans then outstanding; SEVENTH, to the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding which are not supported by a Backup Letter of Credit; EIGHTH, to any other unpaid ObligationsObligations 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 sixthTENTH, upon satisfaction in full of all Obligations to the Borrower or as otherwise required by law.
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Payments Subsequent to Event of Default. Upon Subsequent to the occurrence and during the continuation continuance of an Event of Default, payments and prepayments under this Agreement with respect to the Obligations made to the Lender Group, or any of the Administrative Agent and the Lenders them, or otherwise received by any member of such Persons (from realization on Collateral for the Obligations or otherwise) Lender Group shall be paid over distributed in the following order of priority (subject, as applicable, to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: firstSection 2.10): FIRST, to the Administrative Agent's reasonable costs and expenses (including attorneys’ fees and expenses), if any, incurred by any member of the Lender Group in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 12.1(b) this Agreement or any other Loan Document; SECOND, to any fees then due and (c) hereofpayable to the Administrative Agent under this Agreement or any other Loan Document; secondTHIRD, pro rata to any fees then due and payable to the Lenders and the Administrative Agent for Issuing Bank under this Agreement or any fees hereunder or under any of the other Loan Documents Document; FOURTH, pro rata to the payment of interest then due and payable; third, to the Lenders pro rata payable on the basis of their respective unpaid principal amountsSwing Loans and the Revolving Loans; FIFTH, to the payment of any unpaid interest which may have accrued on the Obligationsprincipal of the Swing Loans then outstanding; fourthSIXTH, to the Lenders pro rata until all Loans have been paid in full (and, for purposes of this clause, obligations under Interest Rate Protection Agreements with the Lenders or their Affiliates or any of them shall be paid on a pro rata basis with the Loans); fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, to the payment of principal of the Revolving Loans then outstanding; SEVENTH, to the Letter of Credit Reserve Account in an amount equal to one hundred five percent (105%) of any Letter of Credit Obligations then outstanding which are not supported by a Backup Letter of Credit; EIGHTH, to any other unpaid ObligationsObligations 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 sixthTENTH, upon satisfaction in full of all Obligations to the Borrower or as otherwise required by law.
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Payments Subsequent to Event of Default. Upon Subsequent to the occurrence and during the continuation continuance of an Event of Default, payments and prepayments under this Agreement with respect to the Obligations made to the Lender Group, or any of the Administrative Agent and the Lenders them, or otherwise received by any member of such Persons (from realization on Collateral for the Obligations or otherwise) Lender Group shall be paid over distributed in the following order of priority (subject, as applicable, to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: firstSection 2.11): FIRST, to the Administrative Agent's reasonable costs and expenses (including attorneys’ fees and expenses), if any, incurred by any member of the Lender Group in connection with the collection of such payment or prepayment, including, without limitation, any reasonable costs incurred by it in connection with the sale or disposition of any Collateral for the Obligations and all amounts under Section 12.1(b) this Agreement or any other Loan Document; SECOND, to any fees then due and (c) hereofpayable to the Administrative Agent under this Agreement or any other Loan Document; secondTHIRD, pro rata to any fees then due and payable to the Lenders and the Administrative Agent for Issuing Bank under this Agreement or any fees hereunder or under any of the other Loan Documents then due and payableDocument; thirdFOURTH, to the Lenders pro rata on the basis of their respective unpaid principal amounts, to the payment of any unpaid interest which may have accrued then due and payable on the ObligationsRevolving Loans; fourthFIFTH, to the Lenders pro rata until all Loans have been paid in full (and, for purposes of this clause, obligations under Interest Rate Protection Agreements with the Lenders or their Affiliates or any of them shall be paid on a pro rata basis with the Loans); fifth, to the Lenders pro rata on the basis of their respective unpaid amounts, to the payment of principal of the Revolving Loans then outstanding; SIXTH, to the Letter of Credit Reserve Account in an amount equal to one hundred five percent (105%) of any Letter of Credit Obligations then outstanding which are not supported by a Backup Letter of Credit; SEVENTH, to any other unpaid ObligationsObligations not otherwise referred to in this Section 2.12(b); EIGHTH, 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 sixthNINTH, upon satisfaction in full of all Obligations to the Borrower or as otherwise required by law.
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