Common use of Allocation of Proceeds Clause in Contracts

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent under 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 or thereunder, shall be applied in the following order and priority: (a) amounts due to the Administrative Agent, the Issuing Banks and the Lenders in respect of expenses due under Section 12.2. until paid in full, and then Fees; (b) payments of interest on Swingline Loans; (c) payments of interest on all other Loans and Reimbursement Obligations to be applied for the ratable benefit of the Lenders and the Issuing Banks; (d) payments of principal of Swingline Loans; (e) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, to be applied for the ratable benefit of the Lenders and the Issuing Banks, as the case may be, in such order and priority as the Lenders and the Issuing Banks, as the case may be, may determine in their sole discretion; 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 Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (f) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.6. and 12.10.; (g) payments of all other Obligations and other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (h) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default existsshall exist and maturity of any of the Obligations has been accelerated, all payments received by the Administrative Agent under 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 or thereunder, shall be applied in the following order and priority: (a) amounts due to the Administrative Agent, the Issuing Banks Agent in respect of fees and expenses due under Section 13.2.; (b) amounts due to the Lenders in respect of fees and expenses due under Section 12.2. until paid 13.2., pro rata in full, and the amount then Feesdue each Lender; (bc) payments of interest on Swingline Loans; (cd) payments of interest on all other Loans and Reimbursement Obligations Obligations, to be applied for the ratable benefit of the Lenders and the Issuing BanksLenders; (de) payments of principal of Swingline Loans; (ef) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, to be applied for the ratable benefit of the Lenders and the Issuing Banks, as the case may be, in such order and priority as the Lenders and the Issuing Banks, as the case may be, may determine in their sole discretionLenders; 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 Letter Letters of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account); (fg) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.612.7. and 12.1013.9.; (gh) payments of all other Obligations and other amounts due and owing by the Borrower and the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (hi) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent under 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 or thereunder, shall be applied in the following order and priority: (a) amounts due to the Administrative Agent, the Issuing Banks Bank and the Lenders in respect of Fees and expenses due under Section 12.2. until paid in full, and then Fees12.3.; (b) payments of interest on Swingline Loans; (c) payments of interest on all other Loans and Reimbursement Obligations Obligations, to be applied for the ratable benefit of the Lenders and the Issuing BanksBank, in such order as the Lenders and the Issuing Bank may determine in their sole discretion; (d) payments payment of principal of on Swingline Loans; (e) payments of principal of all other Loans, and Reimbursement Obligations and other Letter of Credit Liabilities, to be applied for the ratable benefit of the Lenders and the Issuing Banks, as the case may beBank, in such order and priority as the Lenders and the Issuing Banks, as the case may be, Bank may determine in their sole discretion; 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 Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (f) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.6. and 12.1012.11.; (g) payments of all other Obligations and other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (h) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default existsshall exist and maturity of any of the Obligations has been accelerated, all payments received by the Administrative Agent under 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 or thereunder, shall be applied in the following order and priority: (a) amounts due to the Administrative Agent, the Issuing Banks Agent in respect of fees and expenses due under Section 12.2.; (b) amounts due the Lenders in respect of fees and expenses due under Section 12.2. until paid ., pro rata in full, and the amount then Feesdue each Lender; (bc) payments of interest on Swingline Loans; (cd) payments of interest on all other Loans and Reimbursement Obligations Obligations, to be applied for the ratable benefit of the Lenders and the Issuing BanksLenders; (de) payments of principal of Swingline Loans; (ef) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, to be applied for the ratable benefit of the Lenders and the Issuing Banks, as the case may be, in such order and priority as the Lenders and the Issuing Banks, as the case may be, may determine in their sole discretionLenders; 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 Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (fg) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.611.7. and 12.1012.9.; (gh) payments payment of all other Obligations and other amounts due and owing by the Borrower and the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (hi) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default existsshall exist and maturity of any of the Obligations has been accelerated, all payments received by the Administrative Agent under 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 or thereunder, shall be applied in the following order and priority: (a) amounts due to the Administrative Agent, the Issuing Banks Agent in respect of fees and expenses due under Section 13.2.; (b) amounts due to the Lenders in respect of fees and expenses due under Section 12.2. until paid 13.2., pro rata in full, and the amount then Feesdue each Lender; (bc) payments of interest on Swingline Loans; (cd) payments of interest on all other Loans and Reimbursement Obligations Obligations, to be applied for the ratable benefit of the Lenders and the Issuing BanksLenders; (de) payments of principal of Swingline Loans; (ef) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, to be applied for the ratable benefit of the Lenders and the Issuing Banks, as the case may be, in such order and priority as the Lenders and the Issuing Banks, as the case may be, may determine in their sole discretionLenders; 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 Letter Letters of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (fg) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.612.8. and 12.1013.9.; (gh) payments of all other Obligations and other amounts due and owing by the Borrower and the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (hi) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default existsshall exist and maturity of any of the Obligations has been accelerated, all payments received by the Administrative Agent under 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 or thereunder, shall be applied in the following order and priority: (a) amounts due to the Administrative Agent, the Issuing Banks Agent in respect of fees and expenses due under Section 13.2.; (b) amounts due to the Lenders in respect of fees and expenses due under Section 12.2. until paid 13.2., pro rata in full, and the amount then Feesdue each Lender; (bc) payments of interest on Swingline Loans; (cd) payments of interest on all other Loans and Reimbursement Obligations Obligations, to be applied for the ratable benefit of the Lenders and the Issuing BanksLenders; (de) payments of principal of Swingline Loans; (ef) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, to be applied for the ratable benefit of the Lenders and the Issuing Banks, as the case may be, in such order and priority as the Lenders and the Issuing Banks, as the case may be, may determine in their sole discretionLenders; 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 Letter Letters of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account); (fg) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.612.8. and 12.1013.9.; (gh) payments of all other Obligations and other amounts due and owing by the Borrower and the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (hi) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default existsshall exist and maturity of any of the Obligations has been accelerated, all payments received by the Administrative Agent under 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 or thereunder, shall be applied in the following order and priority: (a) amounts due to the Administrative Agent, the Issuing Banks Agent in respect of fees and expenses due under Section 12.2.; (b) amounts due to the Lenders in respect of fees and expenses due under Section 12.2. until paid ., pro rata in full, and the amount then Feesdue each Lender; (bc) payments of interest on Swingline Loans; (cd) payments of interest on all other Loans and Reimbursement Obligations Obligations, to be applied for the ratable benefit of the Lenders and the Issuing BanksLenders; (de) payments of principal of Swingline Loans; (ef) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, to be applied for the ratable benefit of the Lenders and the Issuing Banks, as the case may be, in such order and priority as the Lenders and the Issuing Banks, as the case may be, may determine in their sole discretionLenders; 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 Letter Letters of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (fg) amounts due to the Administrative Agent and the Lenders from the Borrower or the other Loan Parties pursuant to Sections 11.611.7. and 12.1012.9.; (gh) payments of all other Obligations and other amounts due and owing by the Borrower and the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (hi) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent under any of the Loan DocumentsDocuments (or any Lender as a result of exercise of remedies pursuant to Section 12.4.), in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Administrative Agent, the Issuing Banks Bank and the Lenders in respect of expenses due under Section 12.2. until paid in full, and then Fees; (b) payments of interest on Swingline Loans; (c) payments of interest on all other Loans and Reimbursement Obligations to be applied for the ratable benefit of the Lenders and the Issuing BanksBank; (d) payments of principal of Swingline Loans; (e) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, to be applied for the ratable benefit of the Lenders and the Issuing Banks, as the case may be, in such order and priority as the Lenders and the Issuing Banks, as the case may be, may determine in their sole discretionBank; 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 Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (f) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.6. and 12.10.; (g) payments of all other Obligations and other amounts due under any of the Loan Documents, if any, Documents to be applied for the ratable benefit of the Lenders; and (h) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article XI hereof, all payments received by the Administrative Agent under any of the Loan Documentshereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunderhereunder, shall be applied by the Agent in the following order and priorityorder: (a) amounts due to the Administrative AgentLenders pursuant to Sections 2.10, the Issuing Banks 3.9, 3.10 and the Lenders in respect of expenses due under Section 12.2. until paid in full, and then Fees13.5; (b) payments of interest on Swingline Loansamounts due to the Agent pursuant to Section 12.9; (c) payments of interest on all other Loans and Reimbursement Obligations to be applied for the ratable benefit of the Lenders and the Issuing Banks; (d) payments of principal of Swingline Loans; (e) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit LiabilitiesObligations, to be applied for the ratable benefit of the Lenders and the Issuing Banks, as the case may be, (with amounts payable in respect of Swing Line Outstandings being included in such order calculation and priority as paid to Bank of America); (d) payments of principal of Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders (with amounts payable in respect of Swing Line Outstandings being included in such calculation and the Issuing Banks, as the case may be, may determine in their sole discretion; provided, however, paid to Bank of America); (e) payments of cash amounts to the extent that any amounts available for distribution Agent in respect of outstanding Letters of Credit pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral AccountSection 11.1(B); (f) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.6. 9.15 and 12.10.13.9; (g) payments of all other Obligations and other 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 or affiliates thereof on a pro rata basis according to the amounts owed; and (hi) any amount surplus remaining after application as provided abovefor herein, shall be paid to the Borrower or whomever else otherwise as may be legally entitled theretorequired by applicable law.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article X hereof, all payments received by the Administrative Agent under any of the Loan Documentshereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunderhereunder, shall be applied by the Agent in the following order and priorityorder: (a) amounts due to the Administrative AgentLenders pursuant to Sections 2.10, the Issuing Banks 3.3, 3.4 and the Lenders in respect of expenses due under Section 12.2. until paid in full, and then Fees12.5; (b) payments of interest on Swingline Loansamounts due to the Agent pursuant to Section 11.8; (c) payments of interest on all other Loans and Reimbursement Obligations to be applied for the ratable benefit of the Lenders and the Issuing Banks; (d) payments of principal of Swingline Loans; (e) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit LiabilitiesObligations, to be applied for the ratable benefit of the Lenders Lenders; (d) payments of principal of Loans and the Issuing Banks, as the case may be, in such order and priority as the Lenders and the Issuing Banks, as the case may be, may determine in their sole discretion; provided, howeverReimbursement Obligations, to be applied for the extent that any ratable benefit of the Lenders; (e) payments of cash amounts available for distribution to the Agent in respect of outstanding Letters of Credit pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral AccountSection 10.1(B); (f) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.6. 3.2(g), 8.15 and 12.10.12.9; (g) payments of all other Obligations and other 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 (hi) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled theretoother Indebtedness.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article X hereof, all payments received by the Administrative Agent under any of the Loan Documentshereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunderhereunder, shall be applied by the Agent in the following order and priorityorder: (a) amounts due to the Administrative AgentLenders pursuant to Sections 2.10, the Issuing Banks 3.3, 3.4 and the Lenders in respect of expenses due under Section 12.2. until paid in full, and then Fees12.5; (b) payments of interest on Swingline Loansamounts due to the Agent pursuant to Section 11.11; (c) payments of interest on all other Loans and Reimbursement Obligations to be applied for the ratable benefit of the Lenders and the Issuing Banks; (d) payments of principal of Swingline Loans; (e) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit LiabilitiesObligations, to be applied for the ratable benefit of the Lenders Lenders; (d) payments of principal of Loans and the Issuing Banks, as the case may be, in such order and priority as the Lenders and the Issuing Banks, as the case may be, may determine in their sole discretion; provided, howeverReimbursement Obligations, to be applied for the extent that any ratable benefit of the Lenders; (e) payments of cash amounts available for distribution to the Agent in respect of outstanding Letters of Credit pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral AccountSection 10.1(B); (f) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.6. 3.2(g), 8.15 and 12.10.12.9; (g) payments of all other Obligations and other 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 (hi) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled theretoother Indebtedness.

Allocation of Proceeds. If an Event of a Default exists, all payments received by the Administrative Agent (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 or thereunder, shall be applied in the following order and priority: (a) amounts due to the Administrative Agent, the Issuing Banks Agent and the Lenders in respect of expenses due under Section 12.2. 9.1, Section 13.10, Section 13.14 and Section 2.6(b) until paid in full, and then Feesfees referred to in Section 2.2; (b) payments amounts due to the Administrative Agent and the Lenders in respect of interest on Swingline LoansProtective Advances; (c) payments of interest on all other Loans and Reimbursement Obligations the Loan to be applied for the ratable benefit of to be paid to the Lenders in accordance with the amounts thereof then due and the Issuing Banksowing; (d) payments of principal on the Loan and payments of Swingline Loansthe termination value in respect of any and all Swap Agreements secured by the Deed of Trust, to be paid to the Lenders equally and ratably in accordance with the respective amounts thereof then due and owing to such Persons; (e) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, to be applied for the ratable benefit of the Lenders and the Issuing Banks, as the case may be, in such order and priority as the Lenders and the Issuing Banks, as the case may be, may determine in their sole discretion; 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 Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (f) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.6. Section 12.12 and 12.10Section 13.1.; (gf) payments of all other Obligations sums, obligations and other amounts due under any of the Loan DocumentsDocuments and Swap Agreements, if any, to be applied for the ratable benefit of the Lenders; and (hg) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 12.4.) under 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 or thereunder, shall be applied in the following order and priority: (a) amounts due to the Administrative Agent, the Issuing Banks Bank and the Lenders in respect of expenses due under Section 12.2. until paid in full, and then Fees; (b) payments of interest on Swingline Loans; (c) payments of interest on all other Loans and Reimbursement Obligations to be applied for the ratable benefit of paid to the Lenders and the Issuing BanksBank equally and ratably in accordance with the respective amounts thereof then due and owing; (d) payments of principal of Swingline Loans; (e) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, Liabilities to be applied for the ratable benefit of the Lenders and the Issuing Banks, as the case may be, in such order and priority as the Lenders and the Issuing Banks, as the case may be, may determine in their sole discretion; 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 Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (f) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.6. and 12.10.; (g) payments of all other Obligations and other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (h) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent under 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 or thereunder, shall be applied in the following order and priority: (a) amounts due to the Administrative Agent, the Issuing Banks Bank and the Lenders in respect of expenses due under Section 12.2. until paid in full, and then Fees; (b) payments of interest on Swingline Loans; (c) payments of interest on all other Loans and Reimbursement Obligations to be applied for the ratable benefit of the Lenders and the Issuing BanksBank; (d) payments of principal of Swingline Loans; (e) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, to be applied for the ratable benefit of the Lenders and the Issuing BanksBank, as the case may be, in such order and priority as the Lenders and the Issuing BanksBank, as the case may be, may determine in their sole discretion; 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 Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (f) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.6. and 12.10.; (g) payments of all other Obligations and other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (h) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default existsshall have occurred and be continuing, all payments received by the Administrative Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or thereunder, shall be applied in the following order and priority: (ai) amounts due to the Administrative Agent, the Issuing Banks Agent and the Lenders in respect of Fees and other fees and expenses due under Section 12.2. until paid in full, and then Fees11.2.; (bii) payments of interest on Swingline Loans; (ciii) payments of interest on all other Loans and Reimbursement Obligations to be applied for the ratable benefit of paid to the Lenders and the Issuing BanksBank equally and ratably in accordance with the respective amounts thereof then due and owing; (div) payments of principal of Swingline Loans; (ev) payments of principal of all other Loans, Loans and payment of Reimbursement Obligations and other Letter of Credit Liabilities, Liabilities to be applied for the ratable benefit of paid to the Lenders and the Issuing Banks, as Bank equally and ratably in accordance with the case may be, in respective amounts thereof then due and owing to such order and priority as the Lenders and the Issuing Banks, as the case may be, may determine in their sole discretionPersons; 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 Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (fvi) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.610.7. and 12.1011.10.; (gvii) payments of all other Obligations and other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (hviii) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default existsshall have occurred and be continuing, all payments received by the Administrative Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or thereunder, shall be applied in the following order and priority: (ai) amounts due to the Administrative Agent, the Issuing Banks Agent and the Lenders in respect of Fees and other fees and expenses due under Section 12.2. until paid in full, and then Fees11.2.; (bii) payments of interest on Swingline Loans; (ciii) payments of interest on all other Loans and Reimbursement Obligations to be applied for the ratable benefit of paid to the Lenders and the Issuing BanksBanks equally and ratably in accordance with the respective amounts thereof then due and owing; (div) payments of principal of Swingline Loans; (ev) payments of principal of all other Loans, Loans and payment of Reimbursement Obligations and other Letter of Credit Liabilities, Liabilities to be applied for the ratable benefit of paid to the Lenders and the Issuing Banks, as Banks equally and ratably in accordance with the case may be, in respective amounts thereof then due and owing to such order and priority as the Lenders and the Issuing Banks, as the case may be, may determine in their sole discretionPersons; 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 Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (fvi) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.610.7. and 12.1011.10.; (gvii) payments of all other Obligations and other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (hviii) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default existshas occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article IX, all payments received by the Administrative Agent under any of the Loan Documentshereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunderhereunder, shall be applied by the Administrative Agent in the following order and priorityorder: (a) amounts due to the Administrative AgentLenders pursuant to Sections 2.11, the Issuing Banks 3.3, 3.4 and the Lenders in respect of expenses due under Section 12.2. until paid in full, and then Fees11.5; (b) payments of interest on Swingline Loansamounts due to the Administrative Agent pursuant to Section 10.11; (c) payments of interest on all other Loans and Reimbursement Obligations to be applied for the ratable benefit of the Lenders and the Issuing Banks; (d) payments of principal of Swingline Loans; (e) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit LiabilitiesObligations, to be applied for the ratable benefit of the Lenders and the Issuing Banks, as the case may be, (with amounts payable in respect of Swing Line Outstandings being included in such order calculation and priority as paid to NationsBank); (d) payments of principal of Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders (with amounts payable in respect of Swing Line Outstandings being included in such calculation and the Issuing Banks, as the case may be, may determine in their sole discretion; provided, however, paid to the extent that any NationsBank); (e) payments of cash amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter in respect of outstanding Letters of Credit Collateral Accountpursuant to Section 9.1(B); (f) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.6. 3.2(g), 7.15 and 12.10.11.9; (g) payments of all other Obligations and other 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 (hi) any amount surplus remaining after application as provided abovefor herein, shall be paid to the Borrower or whomever else otherwise as may be legally entitled theretorequired by applicable law.

Allocation of Proceeds. If an Event of Default existsexists and maturity of any of the Obligations has been accelerated, all payments received by the Administrative Agent under 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 or thereunder, shall be applied in the following order and priority: (a) amounts due to the Administrative Agent, the Issuing Banks Bank and the Lenders in respect of expenses due under Section 12.213.2. until paid in full, and then Fees; (b) payments of interest on Swingline Loans; (c) payments of interest on all other Loans and Reimbursement Obligations to be applied for the ratable benefit of the Lenders and the Issuing BanksLenders; (d) payments of principal of Swingline Loans; (ec) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, to be applied for the ratable benefit of the Lenders and the Issuing Banks, as the case may be, in such order and priority as the Lenders and the Issuing Banks, as the case may be, may determine in their sole discretionLenders; 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 Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (fd) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.612.7. and 12.1013.10.; (ge) payments of all other Obligations and other amounts due and owing by the Borrower and the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (hf) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.