Common use of Allocation of Proceeds Clause in Contracts

Allocation of Proceeds. If an Event of Default has occurred and is continuing and the maturity of the Loans has been accelerated pursuant to Article IX hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (i) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.13, 3.4 and 11.5 hereof; (ii) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) hereof; (iii) payments of interest on Loans, to be applied for the ratable benefit of the Lenders; (iv) payments of principal on Loans, to be applied for the ratable benefit of the Lenders; (v) payment of cash amounts to the Administrative Agent in respect of Letter of Credit Outstandings pursuant to Section 9.1(B) hereof; (vi) payments of all remaining Obligations, if any, to be applied for the ratable benefit of the Lenders; and (vii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred exists and is continuing and the maturity of any of the Loans Obligations has been accelerated pursuant to Article IX hereofor the Termination Date has occurred, all payments received by the Administrative Agent hereunderunder any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B)or thereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following orderorder and priority: (ia) amounts due to the Administrative Agent, the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.13in respect of expenses due under Section 12.2. until paid in full, 3.4 and 11.5 hereofthen Fees; (ii) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) hereof; (iiib) payments of interest on Swingline Loans; (c) payments of interest on all other Loans to be applied for the ratable benefit of the Lenders, in such order as the Lenders may determine in their sole discretion; (d) payments of principal on Swingline Loans; (e) payments of principal of all other Loans, to be applied for the ratable benefit of the Lenders, as the case may be, in such order as the Lenders may determine in their sole discretion; (ivf) payments of principal on Loans, amounts to be applied for deposited into the ratable benefit Collateral Account in respect of the LendersLetters of Credit; (vg) payment of cash amounts due to the Administrative Agent in respect of Letter of Credit Outstandings and the Lenders pursuant to Section 9.1(B) hereofSections 10.7. and 12.10.; (vih) payments of all remaining Obligationsother Obligations and all other amounts due and owing by the Borrower an the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (viii) any surplus amount remaining after application as provided for hereinabove, shall be paid to the Borrower or otherwise as whomever else may be required by applicable lawlegally entitled thereto.

Allocation of Proceeds. If an Event of Default has occurred and is continuing and the maturity of the Loans has been accelerated pursuant to Article IX hereofshall exist, all payments received by the Administrative Agent hereunderunder any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B)or thereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following orderorder and priority: (iA) amounts due to the Issuing Banks, JPMorgan Chase Bank Agent in respect of fees and the Lenders pursuant to Sections 2.13, 3.4 and 11.5 hereofexpenses due under Section 12.2; (iiB) amounts due to (A) any Issuing Bank pursuant to the Lenders in respect of fees and expenses due under Section 3.5 hereof12.2, and (B) pro rata in the Administrative Agent pursuant to Section 2.13(b) hereofamount then due each Lender; (iiiC) payments of interest on Loansall other Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; (ivD) payments of principal on of all other Loans, Reimbursement Obligations and other LC Exposure, to be applied for the ratable benefit of the Lenders; provided, however, to the extent that any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letters of Credit, such amounts shall be paid to the Agent for deposit into the Collateral Account; (vE) amounts due the Agent and the Lenders pursuant to Section 11.7 and Section 12.9; (F) payment of cash all other Obligations and other amounts to due and owing by the Administrative Agent in respect Borrower under any of Letter of Credit Outstandings pursuant to Section 9.1(B) hereof; (vi) payments of all remaining Obligationsthe Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (viiG) any surplus amount remaining after application as provided for hereinabove, shall be paid to the Borrower or otherwise as whomever else may be required by applicable lawlegally entitled thereto.

Allocation of Proceeds. If an Event of Default has occurred and is continuing and the maturity of the Loans has been accelerated pursuant to Article IX X hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (i) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.13, 3.4 and 11.5 hereof; (ii) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) hereof; (iii) payments of interest on Loans, to be applied for the ratable benefit of the Lenders; (iv) payments of principal on Loans, to be applied for the ratable benefit of the Lenders; (v) payment of cash amounts to the Administrative Agent in respect of Letter of Credit Outstandings pursuant to Section 9.1(B) hereof; (vi) payments of all remaining Obligations, if any, to be applied for the ratable benefit of the Lenders; and (vii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred shall exist and is continuing and the maturity of any of the Loans Obligations has been accelerated pursuant to Article IX hereofaccelerated, all payments received by the Administrative Agent hereunderunder any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower Borrowers hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B)or thereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following orderorder and priority: (ia) amounts due to the Issuing Banks, JPMorgan Chase Bank Agent in respect of fees and the Lenders pursuant to Sections 2.13, 3.4 and 11.5 hereofexpenses due under Section 12.2; (iib) amounts due to (A) any Issuing Bank pursuant to the Lenders in respect of fees and expenses due under Section 3.5 hereof12.2, and (B) pro rata in the Administrative Agent pursuant to Section 2.13(b) hereofamount then due each Lender; (iiic) payments of interest on Loansall other Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; (ivd) payments of principal on of all other Loans, Reimbursement Obligations and other LC Exposure, to be applied for the ratable benefit of the Lenders; provided, however, to the extent that any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letters of Credit, such amounts shall be paid to the Agent for deposit into the Collateral Account; (ve) amounts due the Agent and the Lenders pursuant to Section 11.7 and Section 12.9; (f) payment of cash all other Obligations and other amounts to due and owing by the Administrative Agent in respect Borrowers under any of Letter of Credit Outstandings pursuant to Section 9.1(B) hereof; (vi) payments of all remaining Obligationsthe Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (viig) any surplus amount remaining after application as provided for hereinabove, shall be paid to the Borrower Borrowers or otherwise as whomever else may be required by applicable lawlegally entitled thereto.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Note has been accelerated pursuant to Article IX ARTICLE X hereof, all payments received by the Administrative Agent Lender hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B)Borrowers hereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent Lender in the following order: (ia) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders Lender pursuant to Sections 2.13SECTIONS 2.9, 3.3, 3.4 and 11.5 hereofAND 11.5; (ii) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) hereof; (iiib) payments of interest on Loans, to be applied for the ratable benefit of the LendersLoans and Reimbursement Obligations; (ivc) payments of principal on Loans, to be applied for the ratable benefit of the LendersLoans and Reimbursement Obligations; (vd) payment payments of cash amounts to the Administrative Agent Lender in respect of Letter outstanding Letters of Credit Outstandings pursuant to Section 9.1(B) hereofSECTION 10.1(B); (vie) amounts due to the Lender pursuant to SECTIONS 3.2(E), 8.15 and 11.9; (f) payments of all remaining Obligationsother amounts due under any of the Loan Documents, if any, ; (g) amounts due to be applied for the ratable benefit any of the LendersLender in respect of Obligations consisting of liabilities under any Swap Agreement with the Lender; and (viih) any surplus remaining after application as provided for herein, to the Borrower Borrowers or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has shall have occurred and is be continuing and the maturity of the Loans has Maturity Dates have been accelerated pursuant to Article IX hereofaccelerated, all payments received by the Administrative Agent hereunderunder any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower Borrowers hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B)or thereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following orderorder and priority: (ia) amounts due to the Issuing BanksAdministrative Agent, JPMorgan Chase Bank in its capacity as such, in respect of fees and expenses due under Section 14, or otherwise due under this Credit Agreement and the Lenders pursuant to Sections 2.13, 3.4 and 11.5 hereofother Loan Documents; (iib) any amounts due to (A) any Issuing Bank the other Creditor Parties pursuant to Section 3.5 hereof, the terms of this Credit Agreement and (B) the Administrative Agent pursuant to Section 2.13(b) hereofother Loan Documents other than principal of or interest on the Loans; (iiic) payments of interest on the Loans to be applied pro rata to each Lender and proportionately to the aggregate unpaid and accrued interest on the Revolving Loans and the Term Loan respectively; (d) payments of principal of the Revolving Loans and Term Loans, and any amounts due in respect of Derivative Agreements relating to the Loans, to be applied for pro rata to each Lender and proportionately to the ratable benefit aggregate of the Lenderssuch unpaid principal and amounts respectively; (iv) payments of principal on Loans, to be applied for the ratable benefit of the Lenders; (v) payment of cash amounts to the Administrative Agent in respect of Letter of Credit Outstandings pursuant to Section 9.1(B) hereof; (vie) payments of all remaining Obligations, if any, other Obligations pro rata to be applied for the ratable benefit of the Lenderseach Creditor Party; and (viif) any surplus amount remaining after application as provided for hereinabove, and after all of the Obligations have been indefeasibly paid in full, shall be paid to the either Borrower or otherwise as whomever else may be required by applicable lawlegally entitled thereto.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes has been accelerated pursuant to Article IX hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), 9.01(B) which shall be applied first to repay any unreimbursed drawings or payments payment of draws under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (i) amounts due to the Issuing Banks, JPMorgan Chase Bank NationsBank and the Lenders pursuant to Sections 2.132.12, 3.4 2.16, 3.02(f), 3.03, 11.05 and 11.5 11.11 hereof; (ii) amounts due to (A) any Issuing Bank NationsBank pursuant to Section 3.5 3.04 hereof, and (B) to NationsBank and/or the Administrative Agent pursuant to Section 2.13(b) 2.17 hereof; (iii) payments of interest on Loans, to be applied for the ratable benefit of the Lenders; (iv) payments of principal on Loans, to be applied for the ratable benefit of the Lenders; (v) payment of cash amounts to the Administrative Agent in respect of Letter Outstanding Letters of Credit Outstandings pursuant to Section 9.1(B9.01(B) hereof; (vi) payment of Obligations owed a Lender or Lenders pursuant to Swap Agreements on a pro rata basis according to amounts owed; (vii) payments of all remaining Obligationsother amounts due under this Agreement, if any, to be applied for the ratable benefit of the Lenders; and (viiviii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes has been accelerated pursuant to Article IX VI hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (or any other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B)Loan Party hereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (ia) the reasonable expenses incurred in connection with retaking, holding, preserving, processing, maintaining or preparing for sale, lease or other disposition of, any collateral, including reasonable attorney’s fees and legal expenses pertaining thereto; (b) amounts due to the Issuing Banks, JPMorgan Chase Bank Agent and the Lenders pursuant to Sections 2.13, 3.4 and 11.5 hereof; (ii) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereofSections 2.7(a), 2.7(b), 2.7(c), 2.7(d) and (B) the Administrative Agent pursuant to Section 2.13(b) hereof9.03(a); (iiic) payments of interest on LoansRevolving Credit Advances, the Term Loans and Letter of Credit Advances, to be applied for the ratable benefit of the LendersBanks; (ivd) payments of principal on Loansof Revolving Credit Advances, the Term Loans and Letter of Credit Advances, to be applied for the ratable benefit of the LendersBanks; (ve) payment payments of cash amounts to the Administrative Agent in respect of Letter outstanding Letters of Credit Outstandings pursuant to Section 9.1(B) hereof6.03; (vif) amounts due to the Issuing Bank, the Agent and the Banks pursuant to Sections 7.05 and 9.03(b) and (c); (g) payments of all remaining Obligationsother amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; andBanks; (viih) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an a Default or Event of Default has shall have occurred and is be continuing and the maturity of any of the Loans Obligations has been accelerated pursuant to Article IX hereofaccelerated, all payments received by the Administrative Agent hereunderunder any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B)or thereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following orderorder and priority: (ia) amounts due to the Issuing Banks, JPMorgan Chase Bank Agent and the Lenders pursuant to Sections 2.13, 3.4 in respect of Fees and 11.5 hereofexpenses due under Section 13.2.; (ii) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) hereof; (iiib) payments of interest on LoansLoans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; (ivc) payments of principal on Loansof Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; (vd) payment payments of cash amounts to the Administrative Agent in respect of Letter outstanding Letters of Credit Outstandings pursuant to Section 9.1(B) hereof2.12.; (vie) amounts due to the Agent and the Lenders pursuant to Sections 12.7. and 13.9.; (f) payments of all remaining Obligationsother amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (viig) any surplus amount remaining after application as provided for hereinabove, shall be paid to the Borrower or otherwise as whomever else may be required by applicable lawlegally entitled thereto.

Allocation of Proceeds. If an Event of Default or Prepayment Trigger Event has occurred and is continuing and the maturity of all or any portion of the Loans Bank Debt has been accelerated pursuant to this Article IX hereof14, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations Bank Debt or any other amounts payable by the Borrower Obligors hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order, in each case whether or not allowed or allowable in any applicable bankruptcy, insolvency, reorganization, receivership, moratorium, recuperação judicial, recuperação extrajudicial, falência or other similar proceeding: (i) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.13, 3.4 and 11.5 hereofAdministrative Agent hereunder in its capacity as such; (ii) amounts due to (A) any Issuing Bank the Syndication Parties pursuant to Section 3.5 hereofSections 5.5 and 16.1, and (B) the Administrative Agent pursuant to Section 2.13(b) hereofon a pro rata basis; (iii) payments of accrued interest on Loansin respect of Advances, to be applied for the ratable benefit of the Lendersratably between Advances and thereafter applied in accordance with Section 6.6; (iv) payments of outstanding principal on Loansamounts in respect of Advances, to be applied for the ratable benefit of the Lendersin accordance with Section 6.6; (v) payment of cash amounts to the Administrative Agent in respect of Letter of Credit Outstandings pursuant to Section 9.1(B) hereofall other Bank Debt, on a pro rata basis; (vi) payments all other obligations of all remaining Obligations, if anythe Obligors and their respective Subsidiaries owing to any Syndication Party, to be applied for the ratable benefit of extent evidenced in writing to Borrower and the LendersAdministrative Agent, on a pro rata basis; and (vii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable lawApplicable Law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes has been accelerated pursuant to Article IX ARTICLE VI hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (Borrowers or any other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B)Loan Party hereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (iA) the reasonable expenses incurred in connection with retaking, holding, preserving, processing, maintaining or preparing for sale, lease or other disposition of, any Collateral, including reasonable attorney’s fees and legal expenses pertaining thereto; (B) amounts due to the Issuing Banks, JPMorgan Chase Issuing Bank and the Lenders pursuant to Sections 2.13, 3.4 and 11.5 hereof; (ii) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) hereof2.7(A), Section 2.7(B), Section 2.7(C), Section 2.7(D)and Section 9.3(A); (iiiC) payments of interest on LoansAdvances and Letter of Credit Advances, to be applied for the ratable benefit of the LendersBanks; (ivD) payments of principal on Loansof Advances and Letter of Credit Advances, to be applied for the ratable benefit of the LendersBanks; (vE) payment payments of cash amounts to the Administrative Agent in respect of Letter outstanding Letters of Credit Outstandings pursuant to Section 9.1(B) hereof6.3; (viF) amounts due to the Administrative Agent, Issuing Bank and the Banks pursuant to Section 7.5 and Section 9.3(B)and Section 9.3(C); (G) payments of all remaining Obligationsother amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; andSecured Parties; (viiH) any surplus remaining after application as provided for herein, to the Borrower Borrowers or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes has been accelerated pursuant to Article IX hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower Borrowers hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (ia) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.132.8, 3.4 2A.3, 2A.4 and 11.5 10.6 hereof; (iib) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) 9.10 hereof; (iiic) payments of interest on Loans, to be applied for the ratable benefit of the LendersLoans and Reimbursement Obligations; (ivd) payments of principal on Loans, to be applied for the ratable benefit of the LendersLoans and Reimbursement Obligations; (ve) payment of cash amounts to the Administrative Agent in respect of Letter Letters of Credit Outstandings pursuant to Section 9.1(B8.1(B) hereof; (vif) amounts due to the Lenders pursuant to Sections 6.14 and 10.10 hereof; (g) payments of all remaining Obligationsother amounts due under this Agreement, if any, to be applied for the ratable benefit of the Lenders; and (viih) any surplus remaining after application as provided for herein, to the Borrower Borrowers or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing and the maturity of all or any portion of the Loans Bank Debt has been accelerated pursuant to this Article IX hereof14, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations Bank Debt or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order, in each case whether or not allowed or allowable in any applicable bankruptcy, insolvency, receivership or other similar proceeding: (i) amounts due to the Issuing Banks, JPMorgan Chase Bank Administrative Agent and the Lenders pursuant to Sections 2.13, 3.4 and 11.5 hereofBid Agent hereunder in their capacity as such; (ii) payments of accrued interest and outstanding principal amounts due owing to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) hereofOvernight Lender in respect of Overnight Advances; (iii) payments of interest amounts due to the Syndication Parties pursuant to Sections 5.5 and 16.1, on Loans, to be applied for the ratable benefit of the Lendersa pro rata basis; (iv) payments of principal on Loansaccrued interest in respect of Advances, to be applied for the ratable benefit of the Lendersratably between 364-Day Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (v) payment payments of cash outstanding principal amounts to the Administrative Agent in respect of Letter of Credit Outstandings pursuant Advances, to be applied ratably between 364-Day Advances and Bid Advances and thereafter applied in accordance with Section 9.1(B) hereof6.6.1 or 6.6.2, as applicable; (vi) payments all other Bank Debt, on a pro rata basis; (vii) all other obligations of all remaining Obligations, if anythe Borrower and its Subsidiaries owing to any Syndication Party, to be applied for the ratable benefit of extent evidenced in writing to the LendersBorrower and the Administrative Agent, on a pro rata basis; and (viiviii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes has been accelerated pursuant to this Article IX hereofXI, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B)hereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (ia) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.133.10, 3.4 4.3, 4.4 and 11.5 13.5 hereof; (iib) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) 12.8 hereof; (iiic) payments of interest on LoansLoans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; (ivd) payments of principal on Loansof Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; 105 (e) payments of cash amounts to the Agent in respect of outstanding Letters of Credit pursuant to Section 11.1 hereof; (f) amounts due to the Agent, the Issuing Bank and/or Lenders pursuant to Sections 4.2(g) and 12.9 hereof; (g) payments of all other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; (vh) payment payments of cash amounts amount due to the Administrative Agent in respect of Letter of Credit Outstandings pursuant to Section 9.1(B) hereofLenders under any Swap Agreement; (vi) payments of all remaining Obligations, if any, to be applied for the ratable benefit of the Lenders; and (viii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes has been accelerated pursuant to Article IX hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (i) amounts due to the Issuing Banks, JPMorgan Chase Bank NationsBank and the Lenders pursuant to Sections 2.132.12, 3.4 3.02(f), 3.03, 7.15, 11.05 and 11.5 11.10 hereof; (ii) amounts due to (A) any Issuing Bank NationsBank pursuant to Section 3.5 3.04 hereof, and (B) to NationsBank and/or the Administrative Agent pursuant to Section 2.13(b) 2.16 hereof; (iii) payments of interest on LoansLoans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; (iv) payments of principal on LoansLoans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; (v) payment of cash amounts to the Administrative Agent in respect of Letter Outstanding Letters of Credit Outstandings pursuant to Section 9.1(B9.01(B) hereof; (vi) payment of Obligations owed a Lender or Lenders pursuant to Swap Agreements on a pro rata basis according to amounts owed; (vii) payments of all remaining Obligationsother amounts due under this Agreement, if any, to be applied for the ratable benefit of the Lenders; and (viiviii) any surplus remaining after application as provided for herein, to the Borrower Borrowers or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes has been accelerated pursuant to Article IX VI hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (Borrowers or any other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B)Loan Party hereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (ia) the reasonable expenses incurred in connection with retaking, holding, preserving, processing, maintaining or preparing for sale, lease or other disposition of, any Collateral, including reasonable attorney’s fees and legal expenses pertaining thereto; (b) amounts due to the Issuing Banks, JPMorgan Chase Issuing Bank and the Lenders pursuant to Sections 2.13, 3.4 and 11.5 hereof; (ii) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(bSections 2.7(a), 2.7(b), 2.7(c), 2.7(d) hereofand 9.03(a); (iiic) payments of interest on LoansAdvances and Letter of Credit Advances, to be applied for the ratable benefit of the LendersBanks; (ivd) payments of principal on Loansof Advances and Letter of Credit Advances, to be applied for the ratable benefit of the LendersBanks; (ve) payment payments of cash amounts to the Administrative Agent in respect of Letter outstanding Letters of Credit Outstandings pursuant to Section 9.1(B) hereof6.03; (vif) amounts due to the Administrative Agent, Issuing Bank and the Banks pursuant to Sections 7.05 and 9.03(b) and (c); (g) payments of all remaining Obligationsother amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; andSecured Parties; (viih) any surplus remaining after application as provided for herein, to the Borrower Borrowers or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes has been accelerated pursuant to Article IX X hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B)hereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (ia) First, amounts due to the Issuing BanksAdministrative Agent, JPMorgan Chase Bank the Lenders and the Lenders L/C Issuer pursuant to Sections 2.133.1(f), 3.4 4.6(a), 4.6(b), 4.6(c), 8.15 and 11.5 hereof12.4; (iib) Second, amounts due to (A) any Issuing Bank the Administrative Agent and the L/C Issuer pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) hereof4.6(d); (iiic) Third, payments of interest on Loans, Swing Line Loans and Unreimbursed Amounts, to be applied for the ratable benefit of the Lenders; Lenders (ivwith amounts payable in respect of Swing Line Outstandings being included in such calculation and paid to the Swing Line Lender); (d) Fourth, payments of principal on of Loans, Swing Line Loans. Unreimbursed Amounts and amounts due to any of the Lenders or their Affiliates in respect of Obligations consisting of liabilities under any Swap Agreement with any of the Lenders or their Affiliates, to be applied for the ratable benefit of the Lenders; (v) payment of cash amounts Lenders according to the Administrative Agent amounts owed (with amounts payable in respect of Letter of Credit Swing Line Outstandings pursuant to Section 9.1(B) hereof; (vi) payments of all remaining Obligations, if any, to be applied for the ratable benefit of the Lenders; and (vii) any surplus remaining after application as provided for herein, being included in such calculation and paid to the Borrower or otherwise as may be required by applicable law.Swing Line Lender);

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans has been accelerated pursuant to this Article IX hereofVIII, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with Company or the Administrative Agent pursuant to Section 9.1(B)Borrowing Subsidiaries hereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (ia) amounts due to the Issuing BanksAgents, JPMorgan Chase Bank Lenders and the Lenders L/C Issuers pursuant to Sections 2.13, 3.4 Section 2.12 and 11.5 hereofSection 11.05; (ii) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) hereof; (iiib) payments of interest on LoansLoans and interest on L/C Disbursements to be applied for the ratable benefit of the Lenders (based on the amounts accrued for the account of each Lender at such time) and L/C Issuers; (c) payments of principal of Loans and reimbursement of L/C Disbursements, to be applied for the ratable benefit of the LendersLenders (based on the amounts owing to each Lender at such time) and L/C Issuers; (ivd) payments of principal on Loansamounts due to the Agents, L/C Issuers and Lenders pursuant to be applied for the ratable benefit of the LendersSection 11.09; (v) payment of cash amounts to the Administrative Agent in respect of Letter of Credit Outstandings pursuant to Section 9.1(B) hereof; (vie) payments of all remaining Obligationsother amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; andparties entitled thereto; (viif) any surplus remaining after application as provided for herein, to the Borrower applicable Borrowers or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes has been accelerated pursuant to Article IX XI hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower Borrowers hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (ia) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.132.8, 3.4 4.3, 4.4 and 11.5 12.6 hereof; (iib) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) 11.10 hereof; (iiic) payments of interest on Loans, to be applied for the ratable benefit of the LendersLoans and Reimbursement Obligations; (ivd) payments of principal on Loans, to be applied for the ratable benefit of the LendersLoans and Reimbursement Obligations; (ve) payment of cash amounts to the Administrative Agent in respect of Letter Letters of Credit Outstandings pursuant to Section 9.1(B10.1(B) hereof; (vif) amounts due to the Lenders pursuant to Sections 8.14 and 12.10 hereof; (g) payments of all remaining Obligationsother amounts due under this Agreement, if any, to be applied for the ratable benefit of the Lenders; and (viih) any surplus remaining after application as provided for herein, to the Borrower Borrowers or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes has been accelerated pursuant to Article IX hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B)hereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (ia) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.132.10, 3.3, 3.4 and 11.5 hereof11.5; (iib) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) hereof10.11; (iiic) payments of interest on LoansLoans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; (ivd) payments of principal on Loansof Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lender; (e) payments of cash amounts to the Agent in respect of outstanding Letters of Credit pursuant to Section 9.1(B); (f) amounts due to the Lenders pursuant to Sections 3.2(g), 7.15 and 11.9; (g) payments of all other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; (vh) payment amounts due to any of cash amounts to the Administrative Agent Lenders in respect of Letter Obligations consisting of Credit Outstandings pursuant to Section 9.1(B) hereof; (vi) payments of all remaining Obligations, if any, to be applied for the ratable benefit liabilities under any Swap Agreement with any of the Lenders, or an affiliate of any Lender, on a pro rata basis according to the amounts owed; and (viii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of a Default has occurred and is continuing and the maturity of the Loans has been accelerated pursuant to Article IX hereofexists, all payments received by the Administrative Agent hereunder(or any Lender as a result of its exercise of remedies permitted under Section 12.16) under any of the Loan Documents, in respect of any principal of or interest on the Obligations Loan or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B)or thereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following orderorder and priority: (ia) amounts due to the Issuing BanksAdministrative Agent and the Lenders in respect of expenses due under Section 9.1 and Section 13.10 until paid in full, JPMorgan Chase Bank and then fees referred to in Section 2.2; (b) amounts due to the Administrative Agent and the Lenders in respect of Protective Advances; (c) payments of interest on the Loan to be to be paid to the Lenders in accordance with the respective amounts thereof then due and owing to such Persons; (d) payments of principal on the Loan to be paid to the Lenders in accordance with the respective amounts thereof then due and owing to such Persons; (e) amounts due to the Administrative Agent and the Lenders pursuant to Sections 2.13, 3.4 Section 12.12 and 11.5 hereofSection 13.1; (ii) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) hereof; (iii) payments of interest on Loans, to be applied for the ratable benefit of the Lenders; (iv) payments of principal on Loans, to be applied for the ratable benefit of the Lenders; (v) payment of cash amounts to the Administrative Agent in respect of Letter of Credit Outstandings pursuant to Section 9.1(B) hereof; (vif) payments of all remaining Obligationsother sums, if any, obligations and other amounts due under any of the Loan Documents to be applied for the ratable benefit of the Lenders; and (viig) any surplus amount remaining after application as provided for hereinabove, shall be paid to the Borrower or otherwise as whomever else may be required by applicable lawlegally entitled thereto.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans has been accelerated pursuant to Article IX hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the any Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B)hereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order:order (or in such manner as the Required Lenders may determine): (ia) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.13, 3.4 2.9 and 11.5 hereof11.5; (iib) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) hereof10.8; (iiic) payments of interest on Loans, to be applied for the ratable benefit of the LendersLenders and amounts due to any of the Lenders (or Affiliates of any Lender) in respect of Obligations consisting of liabilities under any Swap Agreement with any of the Lenders (or any Affiliate thereof) on a pro rata basis according to the amounts owed; (ivd) payments of principal on of Loans, to be applied for the ratable benefit of the Lenders; (ve) payment of cash amounts due to the Administrative Agent in respect of Letter of Credit Outstandings Lenders pursuant to Section 9.1(B) hereofSections 7.15 and 11.9; (vif) payments of all remaining Obligationsother amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (viig) any surplus remaining after application as provided for herein, to the any Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans has been accelerated pursuant to this Article IX hereofIX, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B)hereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (i) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.13Section 2.2(d), 3.4 and 11.5 hereofSection 2.10, Section 3.3 or Section 11.6; (ii) amounts due to (A) any the Administrative Agent and the Issuing Bank pursuant to Section 3.5 hereof10.8, Section 3.3 and (B) the Administrative Agent pursuant to Section 2.13(b) hereof3.4; (iii) payments of interest on Loansinterest, to be applied for pro rata based on the ratable benefit proportion which the principal amount of outstanding Loans and Reimbursement Obligations of each Lender bears to the Lenderstotal of all outstanding Loans and Reimbursement Obligations; (iv) payments of principal on Loansprincipal, to be applied for pro rata based on the ratable benefit proportion which the principal amount of outstanding Loans and Reimbursement Obligations of each Lender bears to the Lenderstotal of all outstanding Loans and Reimbursement Obligations; (v) payment of cash amounts to the Administrative Agent in respect of Letter of Credit Outstandings pursuant to Section 9.1(B) hereof); (vi) payments of all remaining Obligationsother amounts due under this Agreement, if any, to be applied for the ratable benefit in accordance with each Lender's pro rata share of all such other amounts due to the Lenders; and (vii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes has been accelerated pursuant to this Article IX hereof12, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (ia) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.133.13, 3.4 4.3, 9.14, 15.4 and 11.5 15.8 hereof; (iib) amounts due to (A) any Issuing Bank pursuant to Section 3.5 4.4 hereof, and (B) to Issuing Bank and/or the Administrative Agent pursuant to Section 2.13(b) 3.14 hereof; (iiic) payments of interest on Loans, to be applied for the ratable benefit of the LendersLoans and Reimbursement Obligations; (ivd) payments of principal on Loans, to be applied for the ratable benefit of the LendersLoans and Reimbursement Obligations; (ve) payment of cash amounts to the Administrative Agent in respect of Letter Letters of Credit Outstandings pursuant to Section 9.1(B4.2(a) and 12.1(B) hereof; (vif) payment of Obligations owed a Lender or Lenders pursuant to Swap Agreements; (g) payments of all remaining Obligationsother amounts due under this Agreement, if any, to be applied for the ratable benefit of the Lenders; and (viih) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes has been accelerated pursuant to this Article IX hereofXI, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B)hereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (ia) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.133.10, 3.4 4.3, 4.4 and 11.5 13.5 hereof; (iib) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) 12.8 hereof; (iiic) payments of interest on LoansLoans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; (ivd) payments of principal on Loansof Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; (ve) payment payments of cash amounts to the Administrative Agent in respect of Letter outstanding Letters of Credit Outstandings pursuant to Section 9.1(B) 11.1 hereof; (vif) amounts due to the Agent, the Issuing Bank and/or Lenders pursuant to Sections 4.2(g) and 12.8 hereof; (g) payments of all remaining Obligationsother amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and; (viih) payments of amount due to Lenders or their Affiliates under any Swap Agreement; (i) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.. 104 112

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes has been accelerated pursuant to Article IX hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower Borrowers hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), 9.01(B) which shall be applied first to repay any unreimbursed drawings or payments payment of draws under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (i) amounts due to the Issuing Banks, JPMorgan Chase Bank NationsBank and the Lenders pursuant to Sections 2.132.12, 3.4 2.15, 3.02(f), 3.03, 11.05 and 11.5 11.11 hereof; (ii) amounts due to (A) any Issuing Bank pursuant to Section 3.5 3.04 hereof, and (B) to any Issuing Bank, NationsBank and/or the Administrative Agent pursuant to Section 2.13(b) 10.12 hereof; (iii) payments of interest on Loans, to be applied for the ratable benefit of the Lenders; (iv) payments of principal on Loans, to be applied for the ratable benefit of the Lenders; (v) payment of cash amounts to the Administrative Agent in respect of Letter Outstanding Letters of Credit Outstandings pursuant to Section 9.1(B9.01(B) hereof; (vi) payments of all remaining Obligations, if any, to be applied for the ratable benefit of the Lenders; and (vii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing and the maturity of the Loans has been accelerated pursuant to Article IX X hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (i) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.132.10, 3.4 and 11.5 hereof; (ii) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b2.10(c) hereof; (iii) payments of interest on Loans, to be applied for the ratable benefit of the Lenders; (iv) payments of principal on Loans, to be applied for the ratable benefit of the Lenders; (v) payment of cash amounts to the Administrative Agent in respect of Letter Outstanding Letters of Credit Outstandings pursuant to Section 9.1(B) hereof; (vi) payments of all remaining Obligations, if any, to be applied for the ratable benefit of the Lenders; and (vii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing ---------------------- not been waived, and the maturity of the Loans Notes has been accelerated pursuant to Article IX X hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B)hereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (ia) amounts due to the Issuing Banks, JPMorgan Chase Bank Lenders and the Lenders Issuing Bank pursuant to Sections 2.134.6(a), 3.4 4.6(b), 4.6(c), 4.6(d) and 11.5 hereof12.5; (iib) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) hereof4.6(e); (iiic) payments of interest on LoansLoans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; (ivd) payments of principal on Loansof Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; (ve) payment payments of cash amounts to the Administrative Agent in respect of Letter outstanding Letters of Credit Outstandings pursuant to Section 9.1(B) hereof10.1(B); (vif) amounts due to the Issuing Bank, the Agent and the Lenders pursuant to Sections 3.2(h), 8.16 and 12.9; (g) payments of all remaining Obligationsother amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; (h) amounts due to any of the Lenders or their affiliates in respect of Obligations consisting of liabilities under any Swap Agreement with any of the Lenders or their affiliates on a pro rata basis according to the amounts owed; and (viii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.. 77

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes and Obligations has been accelerated pursuant to Article IX hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (i) amounts due to the Issuing Banks, JPMorgan Chase Bank Agent and the Lenders pursuant to Sections 2.132.12, 3.4 11.06 and 11.5 11.11 hereof; (ii) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereofof America, BAS and (B) the Administrative Agent pursuant to Section 2.13(b) 2.15 hereof; (iii) payments of interest on Revolving Credit Loans, to be applied for the ratable benefit of the Lenders, and payments of interest on Competitive Bid Loans to be applied to the applicable Competitive Bid Loan Lender; (iv) payments of principal on Revolving Credit Loans, to be applied for the ratable benefit of the Lenders, and payments of principal on Competitive Bid Loans to be applied to the applicable Competitive Bid Loan Lender; (v) payment of cash amounts to the Administrative Agent in respect of Letter of Credit Outstandings Obligations owed a Lender or Lenders pursuant to Section 9.1(B) hereofSwap Agreements on a pro rata basis according to amounts owed; (vi) payments of all remaining Obligationsother amounts due under this Agreement, if any, to be applied for the ratable benefit of the Lenders; and (vii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes has been accelerated pursuant to this Article IX hereof12, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (ia) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.133.13, 3.4 4.3, 9.14, 15.4 and 11.5 15.8 hereof; (iib) amounts due to (A) any Issuing Bank pursuant to Section 3.5 4.4 hereof, and (B) to Issuing Bank and/or the Administrative Agent pursuant to Section 2.13(b) 3.14 hereof; (iiic) payments of interest on Loans, to be applied for the ratable benefit of the LendersLoans and Reimbursement Obligations; (ivd) payments of principal on Loans, to be applied for the ratable benefit of the LendersLoans and Reimbursement Obligations; (ve) payment of cash amounts to the Administrative Agent in respect of Letter Letters of Credit Outstandings pursuant to Section 9.1(B4.2(a) and 12.1(B) hereof; (vif) payment of Obligations owed a Lender or Lenders pursuant to Swap Agreements; 92 100 (g) payments of all remaining Obligationsother amounts due under this Agreement, if any, to be applied for the ratable benefit of the Lenders; and (vii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes has been accelerated pursuant to Article IX hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower Borrowers hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), 9.01(B) which shall be applied first to repay any unreimbursed drawings or payments payment of draws under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (i) amounts due to the Issuing Banks, JPMorgan Chase Bank NationsBank and the Lenders pursuant to Sections 2.132.12, 3.4 2.15, 3.02(f), 3.03, 11.05 and 11.5 11.11 hereof; (ii) amounts due to (A) any Issuing Bank pursuant to Section 3.5 3.04 hereof, and (B) to any Issuing Bank, NationsBank and/or the Administrative Agent pursuant to Section 2.13(b) 10.12 hereof; (iii) payments of interest on Loans, to be applied for the ratable benefit of the Lenders; (iv) payments of principal on Loans, to be applied for the ratable benefit of the Lenders; (v) payment of cash amounts to the Administrative Agent in respect of Letter Outstanding Letters of Credit Outstandings pursuant to Section 9.1(B9.01(B) hereof; (vi) payments of all remaining Obligations, if any, to be applied for the ratable benefit of the Lenders; and (vii) any surplus remaining after application as provided for herein, to the Borrower Borrowers or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default or Prepayment Trigger Event has occurred and is continuing and the maturity of all or any portion of the Loans Bank Debt has been accelerated pursuant to this Article IX hereof14, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations Bank Debt or any other amounts payable by the Borrower Obligors hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: , in each case whether or not allowed or allowable in any applicable bankruptcy, insolvency, 65 reorganization, receivership, moratorium, recuperação judicial, recuperação extrajudicial, falência or other similar proceeding: (i) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.13, 3.4 and 11.5 hereof; Administrative Agent hereunder in its capacity as such; (ii) amounts due to (A) any Issuing Bank the Syndication Parties pursuant to Section 3.5 hereofSections 5.5 and 16.1, and (B) the Administrative Agent pursuant to Section 2.13(b) hereof; on a pro rata basis; (iii) payments of accrued interest on Loansin respect of Advances, to be applied for the ratable benefit of the Lenders; ratably between Advances and thereafter applied in accordance with Section 6.6; (iv) payments of outstanding principal on Loansamounts in respect of Advances, to be applied for the ratable benefit of the Lenders; in accordance with Section 6.6; (v) payment of cash amounts to the Administrative Agent in respect of Letter of Credit Outstandings pursuant to Section 9.1(B) hereof; all other Bank Debt, on a pro rata basis; (vi) payments all other obligations of all remaining Obligations, if anythe Obligors and their respective Subsidiaries owing to any Syndication Party, to be applied for the ratable benefit of extent evidenced in writing to Borrower and the LendersAdministrative Agent, on a pro rata basis; and and (vii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.Applicable Law. ARTICLE

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes and Obligations has been accelerated pursuant to Article IX hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: : (i) amounts due to the Issuing Banks, JPMorgan Chase Bank Agent and the Lenders pursuant to Sections 2.132.12, 3.4 11.06 and 11.5 11.11 hereof; ; (ii) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereofNationsBank, NMS and (B) the Administrative Agent pursuant to Section 2.13(b) 2.15 hereof; ; (iii) payments of interest on Revolving Credit Loans, to be applied for the ratable benefit of the Lenders; , and payments of interest on Competitive Bid Loans to be applied to the applicable Competitive Bid Loan Lender; (iv) payments of principal on Revolving Credit Loans, to be applied for the ratable benefit of the Lenders; , and payments of principal on Competitive Bid Loans to be applied to the applicable Competitive Bid Loan Lender; (v) payment of cash amounts to the Administrative Agent in respect of Letter of Credit Outstandings Obligations owed a Lender or Lenders pursuant to Section 9.1(B) hereof; Swap Agreements on a pro rata basis according to amounts owed; (vi) payments of all remaining Obligationsother amounts due under this Agreement, if any, to be applied for the ratable benefit of the Lenders; and and (vii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes has been accelerated pursuant to Article IX X hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B)hereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (ia) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.132.10, 3.3, 3.4 and 11.5 hereof12.5; (iib) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) hereof11.11; (iiic) payments of interest on LoansLoans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; (ivd) payments of principal on Loansof Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; (ve) payment payments of cash amounts to the Administrative Agent in respect of Letter outstanding Letters of Credit Outstandings pursuant to Section 9.1(B) hereof10.1(B); (vif) amounts due to the Lenders pursuant to Sections 3.2(h), 8.15 and 12.9; (g) payments of all remaining Obligationsother amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; (h) amounts due to any of the Lenders in respect of Obligations consisting of liabilities under any Swap Agreement with any of the Lenders on a pro rata basis according to the amounts owed; and (viii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes has been accelerated pursuant to Article IX X hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B)hereunder, which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (ia) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.133.3, 3.4 and 11.5 hereof12.5; (iib) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) hereof11.11; (iiic) payments of interest on LoansLoans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; (ivd) payments of principal on Loansof Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; (ve) payment payments of cash amounts to the Administrative Agent in respect of Letter outstanding Letters of Credit Outstandings pursuant to Section 9.1(B) hereof10.1(B); (vif) amounts due to the Lenders pursuant to Sections 3.2(h), 8.15 and 12.9; (g) payments of all remaining Obligationsother amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; (h) amounts due to any of the Lenders in respect of Obligations consisting of liabilities under any Swap Agreement with any of the Lenders on a pro rata basis according to the amounts owed; and (viii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing and the maturity of the Loans has been accelerated pursuant to Article IX X hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (i) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.13, 3.4 and 11.5 hereof; (ii) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b2.13(c) hereof; (iii) payments of interest on Loans, to be applied for the ratable benefit of the Lenders; (iv) payments of principal on Loans, to be applied for the ratable benefit of the Lenders; (v) payment of cash amounts to the Administrative Agent in respect of Letter Outstanding Letters of Credit Outstandings pursuant to Section 9.1(B) hereof; (vi) payments of all remaining Obligations, if any, to be applied for the ratable benefit of the Lenders; and (vii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes has been accelerated pursuant to this Article IX hereof12, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (ia) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.133.13, 3.4 4.3, 9.14, 15.4 and 11.5 15.8 hereof; (iib) amounts due to (A) any Issuing Bank pursuant to Section 3.5 4.4 hereof, and (B) to Issuing Bank and/or the Administrative Agent pursuant to Section 2.13(b) 3.14 hereof; (iiic) payments of interest on Loans, to be applied for the ratable benefit of the LendersLoans and Reimbursement Obligations; (ivd) payments of principal on Loans, to be applied for the ratable benefit of the Lenders;Loans and Reimbursement Obligations; NB BOLLE CREDIT AGREEMENT (FINAL) Doc No: 190295 (ve) payment of cash amounts to the Administrative Agent in respect of Letter Letters of Credit Outstandings pursuant to Section 9.1(B4.2(a) and 12.1(B) hereof; (vif) payment of Obligations owed a Lender or Lenders pursuant to Swap Agreements; (g) payments of all remaining Obligationsother amounts due under this Agreement, if any, to be applied for the ratable benefit of the Lenders; and (viih) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of the Loans Notes has been accelerated pursuant to Article IX X hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (i) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.132.11, 3.4 3.03, 8.16, 12.05 and 11.5 12.11 hereof; (ii) amounts due to (A) any Issuing Bank NationsBank pursuant to Section 3.5 3.04 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) 11.11 hereof; (iii) payments of interest on Loans, to be applied for the ratable benefit of the Lenders; (iv) payments of principal on Loans, to be applied for the ratable benefit of the Lenders; (v) payment of cash amounts to the Administrative Agent in respect of Letter Outstanding Letters of Credit Outstandings pursuant to Section 9.1(B10.01(B) hereof; (vi) payment of Obligations owed a Lender or Lenders pursuant to Swap Agreements on a pro rata basis according to amounts owed; (vii) payments of all remaining Obligationsother Obligations due under the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (viiviii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.