Common use of Allocation of Proceeds Clause in Contracts

Allocation of Proceeds. If an Event of Default has occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article VI hereof, all payments received by the Agent hereunder, 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, shall be applied by the Agent in the following order: (a) 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 Banks, Agent and the Issuing Banks pursuant to Sections 2.7(a), 2.7(b), 2.7(c), 2.7(d) and 9.03(a); (c) payments of interest on Advances, Swing Line Advances, Licensee Loans and Letter of Credit Advances, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances and Licensee Loans being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may be); (d) payments of principal of Advances, Swing Line Advances, Licensee Loans and Letter of Credit Advances, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances and Licensee Loans being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may be); (e) payments of cash amounts to the Agent in respect of outstanding Letters of Credit pursuant to Section 6.03; (f) payments of cash amounts to the Licensee Lender in respect of Licensee Loans, pursuant to Section 2 of the Licensee Loan Guaranty; (g) amounts due to the Issuing Banks, the Agent and the Banks pursuant to Sections 7.05 and 9.03(b) and (c); (h) payments of all other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Secured Parties; (i) 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 not been waived, is continuing and the maturity of all or any portion of the Notes Bank Debt has been accelerated pursuant to this Article VI 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 Borrower hereunder (other than amounts deposited with the Borrower Administrative Agent pursuant to Section 4.4, which shall be applied to repay any unreimbursed drawings or any other Loan Party hereunder, payments under 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: (a) 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; (bi) amounts due to the Banks, Administrative Agent and the Issuing Banks Bid Agent hereunder in their capacity as such; (ii) payments of accrued interest and outstanding principal amounts owing to the Overnight Lender in respect of Overnight Advances; (iii) amounts due to the Letter of Credit Bank pursuant to Sections 2.7(a)4.2.3, 2.7(b), 2.7(c), 2.7(d) 5.5 and 9.03(a)16.1; (civ) payments of interest on Advances, Swing Line Advances, Licensee Loans and Letter of Credit Advances, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances and Licensee Loans being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may be); (d) payments of principal of Advances, Swing Line Advances, Licensee Loans and Letter of Credit Advances, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances and Licensee Loans being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may be); (e) payments payment of cash amounts to the Administrative Agent in respect of outstanding Letters of Credit pursuant to Section 6.034.4 hereof; (f) payments of cash amounts to the Licensee Lender in respect of Licensee Loans, pursuant to Section 2 of the Licensee Loan Guaranty; (gv) amounts due to the Issuing Banks, the Agent and the Banks Syndication Parties pursuant to Sections 7.05 5.5 and 9.03(b) and (c)16.1, on a pro rata basis; (hvi) payments of all other amounts due under any accrued interest in respect of the Loan Documents, if anyAdvances, to be applied for the ratable benefit of the Secured Partiesratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (ivii) payments of outstanding principal amounts in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (viii) all other Bank Debt, on a pro rata basis; (ix) all other obligations of Borrower and its Subsidiaries owing to any Syndication Party, to the extent evidenced in writing to Borrower and the Administrative Agent, on a pro rata basis; and (x) 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 Subject in all respects to the provisions of the Intercreditor Agreement, if an Event of Default has occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article VI hereofexists, all payments received by (x) the Administrative Agent hereunder(or any Lender as a result of its exercise of remedies pursuant to Section 12.4.) under any of the Loan Documents, (y) the Term Loan Administrative Agent (or any Term Lender as a result of its exercise of remedies pursuant to Section 12.3. of the Existing Term Loan Agreement) under any of the Term Loan Documents, or (z) the Collateral Agent, in each case, in respect of any principal of or interest on the any Pari Passu Obligations, any Pari Passu Guaranteed Obligations or any other amounts payable by the Borrower or any other Loan Party hereunderhereunder or under any other Loan Document or Term Loan Document, shall be remitted to the Administrative Agent, the Term Loan Administrative Agent, and the Collateral Agent (each as applicable based on which party is entitled to such amounts in accordance with this Section 10.5) and applied by the Agent in the following order: order and priority (a) provided, however, that neither the reasonable expenses incurred Administrative Agent nor any Lender shall have any obligation or responsibility hereunder in connection with retakingthe application of any amounts received by the Term Loan Administrative Agent or any Term Lender pursuant to Section 10.5 of the Existing Term Loan Agreement or by the Collateral Agent): (i) amounts due to the Administrative Agent, holdingthe Term Loan Administrative Agent, preservingthe Collateral Agent, processingthe Issuing Banks, maintaining the Lenders and the Term Lenders in respect of expenses due under Section 12.2 hereof or preparing for saleof the Existing Term Loan Agreement, lease or the Intercreditor Agreement, as applicable, until paid in full, and then (ii) Fees (as defined hereunder and under the Existing Term Loan Agreement) and other disposition ofamounts due to the Administrative Agent, any Collateralthe Term Loan Administrative Agent, including reasonable attorney’s fees the Collateral Agent, the Lenders and legal expenses pertaining theretothe Term Lenders pursuant to Sections 11.6. and 12.10. hereof or Sections 11.6. and 12.9. of the Existing Term Loan Agreement, as applicable, in each case under the foregoing clauses (i) and (ii), in proportion to the respective amounts described in clause (i) or (ii), as applicable, payable to them; (b) amounts due to the BanksCollateral Agent, Agent the Administrative Agent, the Term Loan Administrative Agent, the Lenders and the Issuing Banks pursuant Term Lenders in respect of Protective Advances in proportion to Sections 2.7(a), 2.7(b), 2.7(c), 2.7(dthe respective amounts described in this clause (b) and 9.03(a)payable to them; (c) payments of interest on AdvancesSwingline Loans, Swing Line Advancesratably among the Swingline Lenders in proportion to the respective amounts described in this clause (c) payable to them; (d) payments of interest on all other Loans, Licensee Term Loans and Reimbursement Obligations to be applied for the ratable benefit of (i) in the case of payments in respect of Loans and Reimbursement Obligations, the Lenders and the Issuing Banks and (ii) in the case of payments in respect of Term Loans, the Term Lenders, in each case under the foregoing clauses (i) and (ii), in proportion to the respective amounts described in this clause (d) payable to them; (e) payments of principal of Swingline Loans, ratably among the Swingline Lenders in proportion to the respective amounts described in this clause (e) payable to them; (f) payments of principal of all other Loans, Term Loans, Reimbursement Obligations and other Letter of Credit AdvancesLiabilities, to be applied for the ratable benefit of (i) in the Banks (with amounts payable case of payments in respect of Swing Line Advances Loans, Reimbursement Obligations, and Licensee Loans being included other Letter of Credit Liabilities, the Lenders and the Issuing Banks, in such calculation order and priority as the Lenders and the Issuing Banks may determine in their sole discretion, and (ii) in the case of payments in respect of Term Loans, the Term Lenders, in such order and priority as the Term Lenders may determine in their sole discretion, in each case under the foregoing clauses (i) and (ii), in proportion to the respective amounts described in this clause (f) payable to them; provided, however, that 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 Swing Line Lender or Licensee Lender, as Administrative Agent for deposit into the case may be)Letter of Credit Collateral Account; (dg) payments of principal all other Pari Passu Obligations and other amounts due under any of Advances, Swing Line Advances, Licensee Loans and Letter of Credit Advancesthe Loan Documents or Term Loan Documents, to be applied for the ratable benefit of the Banks (with amounts payable i) in respect of Swing Line Advances and Licensee Loans being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may be); (e) of payments of cash amounts to the Agent in respect of outstanding Letters of Credit pursuant to Section 6.03; (f) payments of cash amounts to the Licensee Lender in respect of Licensee Loans, pursuant to Section 2 Obligations or any other amount due under any of the Licensee Loan Guaranty; (g) amounts due to Documents, the Lenders and the Issuing Banks, and (ii) in the Agent and case of payments of “Obligations” or any other amount due under any of the Banks pursuant to Sections 7.05 and 9.03(bTerm Loan Documents, the Term Lenders, in each case under the foregoing clauses (i) and (cii);, in proportion to the respective amounts described in this clause (g) payable to them; and (h) payments of any amount remaining after application as provided above and after all Pari Passu Obligations and other amounts due under any of the Loan DocumentsDocuments or Term Loan Documents have been paid in full, if any, to shall be applied for the ratable benefit of the Secured Parties; (i) any surplus remaining after application as provided for herein, 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 ---------------------- not been waived, and the maturity of the Notes has been accelerated pursuant to Article VI X hereof, all payments received by the Agent hereunder, 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, shall be applied by the Agent in the following order: (a) amounts due to the reasonable expenses incurred in connection with retakingLenders pursuant to Sections 2.10, holding3.3, preserving, processing, maintaining or preparing for sale, lease or other disposition of, any Collateral, including reasonable attorney’s fees 3.4 and legal expenses pertaining thereto;--------------------------- 12.5; ---- (b) amounts due to the Banks, Agent and the Issuing Banks pursuant to Sections 2.7(a), 2.7(b), 2.7(c), 2.7(d) and 9.03(a);Section 11.9; ------------ (c) payments of interest on AdvancesLoans, Swing Line Advances, Licensee Loans and Letter of Credit AdvancesReimbursement Obligations, to be applied for the ratable benefit of the Banks Lenders (with amounts payable in respect of Swing Line Advances and Licensee Loans Outstandings being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may beNationsBank); (d) payments of principal of AdvancesLoans, Swing Line Advances, Licensee Loans and Letter of Credit AdvancesReimbursement Obligations, to be applied for the ratable benefit of the Banks Lenders (with amounts payable in respect of Swing Line Advances and Licensee Loans Outstandings being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may beNationsBank); (e) payments of cash amounts to the Agent in respect of outstanding Letters of Credit pursuant to Section 6.03;10.1(b); --------------- (f) payments of cash amounts to the Licensee Lender in respect of Licensee Loans, pursuant to Section 2 of the Licensee Loan Guaranty; (g) amounts due to the Issuing Banks, the Agent and the Banks Lenders pursuant to Sections 7.05 3.2(g), 8.15 and 9.03(b) and (c);--------------------- 12.9; ---- (hg) payments of all other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Secured PartiesLenders; (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 (i) 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 not been waived, and the maturity of the Notes has been accelerated pursuant to Article VI hereof, all payments received by the Agent hereunder, 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, shall be applied by the Agent in the following order: (a) 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 's fees and legal expenses pertaining thereto; (b) amounts due to the Banks, Agent and the Issuing Banks Bank pursuant to Sections 2.7(a), 2.7(b), 2.7(c), 2.7(d) and 9.03(a); (c) payments of interest on Advances, Swing Line Advances, Licensee Loans Advances and Letter of Credit Advances, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances and Licensee Loans being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may be); (d) payments of principal of Advances, Swing Line Advances, Licensee Loans Advances and Letter of Credit Advances, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances and Licensee Loans being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may be); (e) payments of cash amounts to the Agent in respect of outstanding Letters of Credit pursuant to Section 6.03; (f) payments of cash amounts to the Licensee Lender in respect of Licensee Loans, pursuant to Section 2 of the Licensee Loan Guaranty; (g) amounts due to the Issuing BanksBank, the Agent and the Banks pursuant to Sections 7.05 and 9.03(b) and (c); (hg) payments of all other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Secured Parties; (ih) 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 not been waived, and the maturity of the Notes has been accelerated pursuant to Article VI hereof, all payments received by the Agent hereunder, 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, shall be applied by the Agent in the following order: (a) 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 's fees and legal expenses pertaining thereto; (b) amounts due to the Banks, Agent and the Issuing Banks Bank pursuant to Sections 2.7(a), 2.7(b), 2.7(c), 2.7(d) and 9.03(a); (c) payments of interest on Advances, Swing Line Advances, Licensee Loans Advances and Letter of Credit Advances, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances and Licensee Loans being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may be); (d) payments of principal of Advances, Swing Line Advances, Licensee Loans Advances and Letter of Credit Advances, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances and Licensee Loans being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may be); (e) payments of cash amounts to the Agent in respect of outstanding Letters of Credit pursuant to Section 6.03; (f) payments of cash amounts to the Licensee Lender in respect of Licensee Loans, pursuant to Section 2 of the Licensee Loan Guaranty; (g) amounts due to the Issuing BanksBank, the Agent and the Banks pursuant to Sections 7.05 and 9.03(b) and (c); (hg) payments of all other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Secured Parties; (ih) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.. 50 52

Allocation of Proceeds. If an Event of Default has occurred and not been waived, is continuing and the maturity of all or any portion of the Notes has Obligations have been accelerated pursuant to this Article VI hereof14, 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 Borrower hereunder (other than amounts deposited with the Borrower Administrative Agent pursuant to Section 15.30, which shall be applied to repay any unreimbursed drawings or any other Loan Party hereunder, payments under 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: (a) 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; (bi) amounts due to the Banks, Administrative Agent and the Bid Agent hereunder in their capacity as such; (ii) payments of accrued interest and outstanding principal amounts owing to the Swingline Lender in respect of Swingline Advances; (iii) amounts due to the Issuing Banks Lender pursuant to Sections 2.7(a)4.2.3, 2.7(b), 2.7(c), 2.7(d) 5.5 and 9.03(a)16.1; (civ) payments of interest on Advances, Swing Line Advances, Licensee Loans and Letter of Credit Advances, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances and Licensee Loans being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may be); (d) payments of principal of Advances, Swing Line Advances, Licensee Loans and Letter of Credit Advances, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances and Licensee Loans being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may be); (e) payments payment of cash amounts to the Administrative Agent in respect of outstanding Letters of Credit pursuant to Section 6.0315.30 hereof; (f) payments of cash amounts to the Licensee Lender in respect of Licensee Loans, pursuant to Section 2 of the Licensee Loan Guaranty; (gv) amounts due to the Issuing Banks, the Agent and the Banks Lenders pursuant to Sections 7.05 5.5 and 9.03(b) and (c)16.1, on a pro rata basis; (hvi) payments of all other amounts due under any accrued interest in respect of the Loan Documents, if anyAdvances, to be applied for the ratable benefit of the Secured Partiesratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (ivii) payments of outstanding principal amounts in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (viii) all other Obligations, on a pro rata basis; (ix) all other obligations of Borrower and its Subsidiaries owing to any Lender, to the extent evidenced in writing to Borrower and the Administrative Agent, on a pro rata basis; and (x) 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 not been waived, is continuing and the maturity of all or any portion of the Notes Bank Debt has been accelerated pursuant to this Article VI 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 or any other Loan Party hereunder, hereunder 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: (a) 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; (bi) amounts due to the Banks, Administrative Agent and the Issuing Banks Bid Agent hereunder in their capacity as such; (ii) payments of accrued interest and outstanding principal amounts owing to the Overnight Lender in respect of Overnight Advances; (iii) amounts due to the Syndication Parties pursuant to Sections 2.7(a)5.5 and 16.1, 2.7(b), 2.7(c), 2.7(d) and 9.03(a)on a pro rata basis; (civ) payments of accrued interest on Advances, Swing Line Advances, Licensee Loans and Letter in respect of Credit Advances, to be applied for the ratable benefit ratably between 3-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (v) payments of the Banks (with outstanding principal amounts payable in respect of Swing Line Advances and Licensee Loans being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may be); (d) payments of principal of Advances, Swing Line Advances, Licensee Loans and Letter of Credit Advances, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line ratably between 3-Year Advances and Licensee Loans being included Bid Advances and thereafter applied in such calculation and paid to the Swing Line Lender accordance with Section 6.6.1 or Licensee Lender6.6.2, as the case may be)applicable; (evi) payments of cash amounts to the Agent in respect of outstanding Letters of Credit pursuant to Section 6.03all other Bank Debt, on a pro rata basis; (fvii) payments all other obligations of cash amounts Borrower and its Subsidiaries owing to any Syndication Party, to the Licensee Lender extent evidenced in respect of Licensee Loanswriting to Borrower and the Administrative Agent, pursuant to Section 2 of the Licensee Loan Guaranty;on a pro rata basis; and (g) amounts due to the Issuing Banks, the Agent and the Banks pursuant to Sections 7.05 and 9.03(b) and (c); (h) payments of all other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Secured Parties; (iviii) 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 not been waived, and the maturity of the Notes has been accelerated pursuant to Article VI ARTICLE 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 or any other Loan Party hereunder, shall be applied by the Administrative Agent in the following order: (a) 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 's fees and legal expenses pertaining thereto; (b) amounts due to the Banks, Agent Lenders and the Issuing Banks pursuant to Sections 2.7(aSECTIONS 4.6(a), 2.7(b4.6(b), 2.7(c4.6(c), 2.7(d4.6(d) and 9.03(a)AND 13.5; (c) amounts due to the Administrative Agent pursuant to SECTION 4.6(e); (d) payments of interest on AdvancesLoans, Swing Line Advances, Licensee Loans and Letter of Credit AdvancesReimbursement Obligations, to be applied for the ratable benefit of the Banks Lenders (with amounts payable in respect of Swing Line Advances and Licensee Loans Outstandings being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may beBank of America); (de) payments of principal of AdvancesLoans, Swing Line Advances, Licensee Loans and Letter of Credit AdvancesReimbursement Obligations, to be applied for the ratable benefit of the Banks Lenders (with amounts payable in respect of Swing Line Advances and Licensee Loans Outstandings being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may beBank of America); (e) payments of cash amounts to the Agent in respect of outstanding Letters of Credit pursuant to Section 6.03; (f) payments of cash amounts to the Licensee Lender Administrative Agent in respect of Licensee Loans, outstanding Letters of Credit pursuant to Section 2 of the Licensee Loan GuarantySECTION 11.1(B); (g) amounts due to the Issuing Banks, the Agent Agents, the Lenders and the Banks others pursuant to Sections 7.05 and 9.03(b) and (cSECTIONS 3.2(h), 9.15 AND 13.9; (h) payments of all other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Secured Parties;recipients, including 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 (i) 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 not ---------------------- been waived, and the maturity of the Notes has been accelerated pursuant to Article VI IX hereof, all payments received by the Agent hereunder, 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, hereunder shall be applied by the Agent in the following order: (a) 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; (bi) amounts due to the BanksAgent, Agent the Issuing Bank, the Swing Line Lender and the Issuing Banks Lenders pursuant to Sections 2.7(a2.11, 3.02(f), 2.7(b3.03(i), 2.7(c), 2.7(d) 11.06 and 9.03(a);------------------------------------------ 11.11 hereof; ----- (cii) amounts due to (A) the Issuing Bank pursuant to Sections 3.03(ii) ----------------- and 3.04 hereof, and (B) to NationsBank, NMS and the Agent pursuant to -------- Section 2.14 hereof; ------------ (iii) payments of interest on Advances, Swing Line Advances, Licensee Loans and Letter of Credit AdvancesReimbursement Obligations, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances and Licensee Loans being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may be)Lenders; (div) payments of principal of Advances, Swing Line Advances, Licensee on Loans and Letter of Credit AdvancesReimbursement Obligations, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances and Licensee Loans being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may be)Lenders; (ev) payments payment of cash amounts to the Agent in respect of outstanding Outstanding Letters of Credit pursuant to Section 6.039.01(B) hereof; --------------- (vi) payment of Obligations owed a Lender or Lenders pursuant to Swap Agreements on a pro rata basis according to amounts owed; (f) payments of cash amounts to the Licensee Lender in respect of Licensee Loans, pursuant to Section 2 of the Licensee Loan Guaranty; (g) amounts due to the Issuing Banks, the Agent and the Banks pursuant to Sections 7.05 and 9.03(b) and (c); (hvii) payments of all other amounts due under any of the Loan Documentsthis Agreement, if any, to be applied for the ratable benefit of the Secured Parties;Lenders; and (iviii) 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 Subject in all respects to the provisions of the Intercreditor Agreement, if an Event of Default has occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article VI hereofexists, all payments received by (x) the Administrative Agent hereunder(or any Lender as a result of its exercise of remedies pursuant to Section 12.4.) under any of the Loan Documents, (y) the Term Loan Administrative Agent (or any Term Lender as a result of its exercise of remedies pursuant to Section 12.3. of the Existing Term Loan Agreement) under any of the Term Loan Documents, or (z) the Collateral Agent, in each case, in respect of any principal of or interest on the any Pari Passu Obligations, any Pari Passu Guaranteed Obligations or any other amounts payable by the Borrower or any other Loan Party hereunderhereunder or under any other Loan Document or Term Loan Document, shall be remitted to the Administrative Agent, the Term Loan Administrative Agent, and the Collateral Agent (each as applicable based on which party is entitled to such amounts in accordance with this Section 10.5) and applied by the Agent in the following order:order and priority (provided, however, that neither the Administrative Agent nor any Lender shall have any obligation or responsibility hereunder in connection with the application of any amounts received by the Term Loan Administrative Agent or any Term Lender pursuant to Section 10.5 of the Existing Term Loan Agreement or by the Collateral Agent): (a) (i) amounts due to the reasonable Administrative Agent, the Term Loan Administrative Agent, the Collateral Agent, the Issuing Banks, the Lenders and the Term Lenders in respect of expenses incurred due under Section 12.2 hereof or of the Existing Term Loan Agreement, or the Intercreditor Agreement, as applicable, until paid in connection with retakingfull, holdingand then (ii) Fees (as defined hereunder and under the Existing Term Loan Agreement) and other amounts due to the Administrative Agent, preservingthe Term Loan Administrative Agent, processingthe Collateral Agent, maintaining the Lenders and the Term Lenders pursuant to Sections 11.6. and 12.10. hereof or preparing for saleSections 11.6. and 12.9. of the Existing Term Loan Agreement, lease as applicable, in each case under the foregoing clauses (i) and (ii), in proportion to the respective amounts described in clause (i) or other disposition of(ii), any Collateralas applicable, including reasonable attorney’s fees and legal expenses pertaining theretopayable to them; (b) amounts due to the BanksCollateral Agent, Agent the Administrative Agent, the Term Loan Administrative Agent, the Lenders and the Issuing Banks pursuant Term Lenders in respect of Protective Advances in proportion to Sections 2.7(a), 2.7(b), 2.7(c), 2.7(dthe respective amounts described in this clause (b) and 9.03(a)payable to them; (c) payments of interest on AdvancesSwingline Loans, Swing Line Advancesratably among the Swingline Lenders in proportion to the respective amounts described in this clause (c) payable to them; (d) payments of interest on all other Loans, Licensee Term Loans and Reimbursement Obligations to be applied for the ratable benefit of (i) in the case of payments in respect of Loans and Reimbursement Obligations, the Lenders and the Issuing Banks and (ii) in the case of payments in respect of Term Loans, the Term Lenders, in each case under the foregoing clauses (i) and (ii), in proportion to the respective amounts described in this clause (d) payable to them; (e) payments of principal of Swingline Loans, ratably among the Swingline Lenders in proportion to the respective amounts described in this clause (e) payable to them; (f) payments of principal of all other Loans, Term Loans, Reimbursement Obligations and other Letter of Credit AdvancesLiabilities, to be applied for the ratable benefit of (i) in the Banks (with amounts payable case of payments in respect of Swing Line Advances Loans, Reimbursement Obligations, and Licensee Loans being included other Letter of Credit Liabilities, the Lenders and the Issuing Banks, in such calculation order and priority as the Lenders and the Issuing Banks may determine in their sole discretion, and (ii) in the case of payments in respect of Term Loans, the Term Lenders, in such order and priority as the Term Lenders may determine in their sole discretion, in each case under the foregoing clauses (i) and (ii), in proportion to the respective amounts described in this clause (f) payable to them; provided, however, that 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 Swing Line Lender or Licensee Lender, as Administrative Agent for deposit into the case may be)Letter of Credit Collateral Account; (dg) payments of principal all other Pari Passu Obligations and other amounts due under any of Advances, Swing Line Advances, Licensee Loans and Letter of Credit Advancesthe Loan Documents or Term Loan Documents, to be applied for the ratable benefit of the Banks (with amounts payable i) in respect of Swing Line Advances and Licensee Loans being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may be); (e) of payments of cash amounts to the Agent in respect of outstanding Letters of Credit pursuant to Section 6.03; (f) payments of cash amounts to the Licensee Lender in respect of Licensee Loans, pursuant to Section 2 Obligations or any other amount due under any of the Licensee Loan Guaranty; (g) amounts due to Documents, the Lenders and the Issuing Banks, and (ii) in the Agent and case of payments of “Obligations” or any other amount due under any of the Banks pursuant to Sections 7.05 and 9.03(bTerm Loan Documents, the Term Lenders, in each case under the foregoing clauses (i) and (cii);, in proportion to the respective amounts described in this clause (g) payable to them; and (h) payments of any amount remaining after application as provided above and after all Pari Passu Obligations and other amounts due under any of the Loan DocumentsDocuments or Term Loan Documents have been paid in full, if any, to shall be applied for the ratable benefit of the Secured Parties; (i) any surplus remaining after application as provided for herein, 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 not been waived, and the maturity of the Notes has been accelerated pursuant to Article VI ARTICLE XI hereof, all payments received by the Agent hereunder, 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, shall be applied by the Agent in the following order: (a) amounts due to the reasonable expenses incurred in connection with retakingLenders and the Issuing Bank pursuant to SECTIONS 4.6(a), holding4.6(b), preserving4.6(c), processing, maintaining or preparing for sale, lease or other disposition of, any Collateral, including reasonable attorney’s fees and legal expenses pertaining thereto; 13.5; (b) amounts due to the Banks, Agent and the Issuing Banks pursuant to Sections 2.7(aSECTION 4.6(d), 2.7(b), 2.7(c), 2.7(d) and 9.03(a); ; (c) payments of interest on AdvancesLoans, Swing Line Advances, Licensee Loans and Letter of Credit AdvancesReimbursement Obligations, to be applied for the ratable benefit of the Banks Lenders (with amounts payable in respect of Swing Line Advances and Licensee Loans Outstandings being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may beBank of America); ; (d) payments of principal of AdvancesLoans, Swing Line Advances, Licensee Loans and Letter of Credit AdvancesReimbursement Obligations, to be applied for the ratable benefit of the Banks (with Lenders(with amounts payable in respect of Swing Line Advances and Licensee Loans Outstandings being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may beBank of America); ; (e) payments of cash amounts to the Agent in respect of outstanding Letters of Credit pursuant to Section 6.03; SECTION 11.1(b); (f) payments of cash amounts to the Licensee Lender in respect of Licensee Loans, pursuant to Section 2 of the Licensee Loan Guaranty; (g) amounts due to the Issuing BanksBank, the Agent and the Banks Lenders pursuant to Sections 7.05 and 9.03(bSECTIONS 3.2(h), 9.14(c) and 13.9; (c); (hg) payments of all other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Secured Parties; 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 (i) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.. S-97 <PAGE> 105 S-98 <PAGE> 106 ARTICLE XII The Agent ---------

Allocation of Proceeds. If IfSubject in all respects to the provisions of the Intercreditor Agreement, if an Event of Default has occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article VI hereofexists, all payments received by (x) the Administrative Agent hereunder(or any Lender as a result of its exercise of remedies pursuant to Section 12.4.) under any of the Loan Documents, (y) the Term Loan Administrative Agent (or any Term Lender as a result of its exercise of remedies pursuant to Section 12.3. of the Existing Term Loan Agreement) under any of the Term Loan Documents, or (z) the Collateral Agent, in each case, in respect of any principal of or interest on the theany Pari Passu Obligations, any Pari Passu Guaranteed Obligations or any other amounts payable by the Borrower or any other Loan Party hereunderhereunder or thereunder, shall beunder any other Loan Document or Term Loan Document, shall be remitted to the Administrative Agent, the Term Loan Administrative Agent, and the Collateral Agent (each as applicable based on which party is entitled to such amounts in accordance with this Section 10.5) and applied by the Agent in the following order:order and priority: (provided, however, that neither the Administrative Agent nor any Lender shall have any obligation or responsibility hereunder in connection with the application of any amounts received by the Term Loan Administrative Agent or any Term Lender pursuant to Section 10.5 of the Existing Term Loan Agreement or by the Collateral Agent): (a) 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; (bi) amounts due to the BanksAdministrative Agent, Agent and the Issuing Banks pursuant to Sections 2.7(a)Term Loan Administrative Agent, 2.7(b)the Collateral Agent, 2.7(c), 2.7(d) and 9.03(a); (c) payments of interest on Advances, Swing Line Advances, Licensee Loans and Letter of Credit Advances, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances and Licensee Loans being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may be); (d) payments of principal of Advances, Swing Line Advances, Licensee Loans and Letter of Credit Advances, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances and Licensee Loans being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may be); (e) payments of cash amounts to the Agent in respect of outstanding Letters of Credit pursuant to Section 6.03; (f) payments of cash amounts to the Licensee Lender in respect of Licensee Loans, pursuant to Section 2 of the Licensee Loan Guaranty; (g) amounts due to the Issuing Banks, the Agent Lenders and the Banks Term Lenders in respect of expenses due under Section 12.2 hereof or of the Existing Term Loan Agreement, or the Intercreditor Agreement, as applicable, until paid in full, and then (ii) Fees (as defined hereunder and under the Existing Term Loan Agreement) and other amounts due to the Administrative Agent, the Term Loan Administrative Agent, the Collateral Agent, the Lenders and the Term Lenders pursuant to Sections 7.05 11.6. and 9.03(b12.10. hereof or Sections 11.6. and 12.9. of the Existing Term Loan Agreement, as applicable, in each case under the foregoing clauses (i) and (cii); (h) payments of all other , in proportion to the respective amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Secured Parties; described in clause (i) any surplus remaining after application or (ii), as provided for hereinapplicable, payable to the Borrower or otherwise as may be required by applicable law.them;

Allocation of Proceeds. If an Event of Default has occurred ---------------------- and not been waived, and the maturity of the Notes has been accelerated pursuant to Article VI XI hereof, all payments received by the Agent ---------- hereunder, 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, shall be applied by the Agent in the following order: (a) amounts due to the reasonable expenses incurred in connection with retakingLenders pursuant to Sections 3.10, holding4.3, preserving, processing, maintaining or preparing for sale, lease or other disposition of, any Collateral, including reasonable attorney’s fees ------------------- 4.4 and legal expenses pertaining thereto;13.5; ------------ (b) amounts due to the Banks, Agent and the Issuing Banks pursuant to Sections 2.7(a), 2.7(b), 2.7(c), 2.7(d) and 9.03(a);Section 12.11; ------------- (c) payments of interest on AdvancesLoans, Swing Line Advances, Licensee Loans and Letter of Credit AdvancesReimbursement Obligations, to be applied for the ratable benefit of the Banks Lenders based on their respective Applicable Commitment Percentages (with amounts payable in respect of Swing Line Advances and Licensee Loans Outstandings being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may beNationsBank); (d) payments of principal of AdvancesLoans, Swing Line Advances, Licensee Loans and Letter of Credit AdvancesReimbursement Obligations, to be applied for the ratable benefit of the Banks Lenders in accordance with their respective Applicable Commitment Percentages (with amounts payable in respect of Swing Line Advances and Licensee Loans Outstandings being included in such calculation and paid to the Swing Line Lender or Licensee Lender, as the case may beNationsBank); (e) payments of cash amounts to the Agent in respect of outstanding Letters of Credit pursuant to Section 6.03;11.1(B); --------------- (f) payments of cash amounts to the Licensee Lender in respect of Licensee Loans, pursuant to Section 2 of the Licensee Loan Guaranty; (g) amounts due to the Issuing Banks, the Agent and the Banks Lenders pursuant to Sections 7.05 4.2(g), 9.15 --------------------- and 9.03(b) and (c);13.9; ---- (hg) payments of all other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Secured PartiesLenders; (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 (i) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.. 105