Common use of Crediting of Payments and Proceeds Clause in Contracts

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Document, and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's ’s fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Document, and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first applied: (a) first, to all expenses then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (c) then to all Administrative Agent's and Issuing Lender's fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest hereunder on the Swingline Note to the Swingline Lender, (f) then to the principal amount outstanding under the Swingline Note to the Swingline Lender, (g) then to accrued and unpaid interest on the other Notes, accrued and unpaid interest on the Reimbursement Obligation and any payments (including any termination payments and any accrued and unpaid interest thereon) due in respect of a Hedging Agreement with any Lender or under any the Administrative Agent (which such Hedging Agreement is permitted or required hereunder) (pro rata in accordance with all such amounts due), (h) then to the principal amount of the other Loan Document, Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied applied: (a) first to all expenses then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (c) then to all Administrative Agent's ’s and Issuing Lender’s fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest hereunder or on the Swingline Note to the Swingline Lender, (f) then to the principal amount outstanding under the Swingline Note to the Swingline Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes, accrued and unpaid interest on the Reimbursement Obligation and any other Loan DocumentHedging Obligations (including any termination payments and any accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due), (h) then to the principal amount of the Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.02, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's ’s fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or on the Swingline Note to the Swingline Lender, then to the unpaid principal amount outstanding under any other Loan Documentthe Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Working Capital Notes, the Permitted Acquisition Notes and the Reimbursement Obligation Obligations (pro rata in accordance with all such amounts due), then to the principal amount hereunder or of the Working Capital Notes, the Permitted Acquisition Notes, the Reimbursement Obligations and obligations under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) Agreements (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b11.02(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower any Credit Party shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower Credit Parties hereunder, then to all indemnity obligations then due and payable by the Borrower Credit Parties hereunder, then to all Administrative Agent's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Notes, and the Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation Obligations and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata PRO RATA in accordance with all such amounts due), then to the principal amount of the Notes and Reimbursement Obligations (PRO RATA in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied applied: (a) first to all expenses then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (c) then to all Administrative Agent's and Issuing Lender's fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest hereunder or under any other Loan Documenton the Notes, accrued and unpaid interest on the Reimbursement Obligation (pro rata in accordance with all such amounts due), (f) then to the principal amount hereunder or under any other Loan Document, of the Notes and Reimbursement Obligation and any payments (including any termination payments and any accrued and unpaid interest thereon) due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender the Administrative Agent (which such Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and (g) then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied applied: (a) first to all expenses then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (c) then to all Administrative Agent's and Issuing Lender's fees then due and payablepayable by the Borrower hereunder and under the other Loan Documents, (d) then to all commitment and other fees and commissions then due and payablepayable by the Borrower hereunder, (e) then to accrued and unpaid interest hereunder or under any other Loan Document, on the Notes and accrued and unpaid interest on the Reimbursement Obligation (pro rata in accordance with all such amounts due), (f) then to the principal amount hereunder or under any other Loan Document, of the Notes and the Reimbursement Obligation and any payments (including any termination payments and any accrued and unpaid interest thereon) due in respect of a any Hedging Agreement with any Lender or Affiliate of a Lender the Administrative Agent (which such Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and (g) then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the any Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations of such Borrower shall be applied first to all expenses then due and payable by the such Borrower hereunder, then to all indemnity obligations then due and payable by the such Borrower hereunder, then to all Administrative Agent's fees then due and payablepayable allocable to such Borrower, then to all commitment and other fees and commissions then due and payablepayable allocable to such Borrower, then to accrued and unpaid interest hereunder or under any other Loan Document, on the Notes issued by such Borrower and Reimbursement Obligation (pro rata in accordance with all L/C Fees owing from such amounts due)Borrower, then to the principal amount hereunder or under any other Loan Document, of the Notes and Reimbursement Obligation and any termination payments due in respect Obligations of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) Borrower and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations of such Borrower then outstanding, in that orderorder (in each case, if applicable, pro rata in accordance with all such amounts due).

Crediting of Payments and Proceeds. In Unless otherwise provided in the Security Agreement, in the event that the any Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all Administrative Agent's fees and expenses then due and payable by the Borrower Borrowers hereunder, then to all other expenses then due and payable by the Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder, then to all Administrative Agent's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Document, and Reimbursement Obligation (pro rata in accordance with all such amounts due)on the Swingline Note to the Swingline Lender, then to the principal amount hereunder or outstanding under any other Loan Documentthe Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes, the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) pursuant to Section 10.13 (pro rata in accordance with all such amounts due) ), then to the aggregate outstanding principal amount of the Revolving Credit Notes and Reimbursement Obligation and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or on the Swingline Note to the Swingline Lender, then to the principal amount outstanding under any the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the other Loan Document, Notes and the Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any of the other Loan Document, Notes and Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which such Hedging Agreement is permitted hereunderhereunder and required or requested by the Required Lenders) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, then to any termination payments due in respect of a Hedging Agreement with any Lender (which such Hedging Agreement is permitted, but not required or requested by the Required Lenders), in that order.

Crediting of Payments and Proceeds. In Except as otherwise provided in Section 9(a) of the Security Agreement with respect to payments made from the proceeds of liquidation or other disposition of any Collateral, in the event that the Borrower shall fail to pay all or any part of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2due, all payments received by the Agent or the Lenders upon the Obligations and all net proceeds from the any enforcement of the Obligations shall be applied first applied: (a) first, to all expenses then due and payable by the Borrower hereunderunder the Loan Documents, then (b) then, to all indemnity obligations then due and payable by the Borrower hereunderunder the Loan Documents, then (c) then, to all Administrative Agent's ’s fees then due and payable, then (d) then, to all commitment and other fees and commissions then due and payable, then (e) then, to accrued and unpaid interest hereunder or on the Swing Line Loans to the Swing Line Lender, (f) then, to the principal amount outstanding under any other Loan Documentthe Swing Line Loans to the Swing Line Lender, (g) then, to accrued and unpaid interest on the Loans and accrued and unpaid interest on the Reimbursement Obligation (pro rata in accordance with all such amounts due), then (h) then, to the principal amount hereunder or under any other Loan Documentof the Loans, Reimbursement Obligation and any Hedging Obligations and Existing Hedging Obligations (including any termination payments due in respect of a Hedging Agreement with and any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunderaccrued and unpaid interest thereon) (pro rata in accordance with all such amounts due) and then (i) then, to the cash collateral account described in Section 12.2(b) hereof 2.20.4 to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Agent, the Lenders upon and the Issuing Bank with respect to the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Bank's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Notes, and the Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation Obligations and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata PRO RATA in accordance with all such amounts duedue as if the Borrower were to pay all amounts on such date) and then to the principal amount of the Notes and Reimbursement Obligations, and then to the cash collateral account described in Section 12.2(b) hereof to be applied to the extent payment of any L/C Obligations drafts under the Letters of Credit then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, then to all indemnity obligations then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, then to all Administrative AgentAgents' fees and Issuing Lender's fees then due and payable, then to all commitment fees and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or on the Swingline Notes to the Swingline Lender, then to the principal amount outstanding under any other Loan Documentthe Swingline Notes to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes and the Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or outstanding under any other Loan Documentthe Revolving Credit Notes, the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender any Agent (which such Hedging Agreement is permitted or required hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Notes, and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender (or any Affiliate of a Lender thereof) and permitted or required hereunder (which Hedging Agreement is permitted hereunder) (pro rata PRO RATA in accordance with all such amounts due) ), then to the principal amount of the Notes and Reimbursement Obligation and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Notes, and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the principal amount of the Notes and Reimbursement Obligation, and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent effect of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Revolving Credit Lenders upon the Revolving Credit Notes and the other Obligations and all net proceeds from the enforcement of the Obligations obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Revolving Credit Notes, and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Derivative Agreement with any Revolving Credit Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) , then to the principal amount of the Revolving Credit Notes and Reimbursement Obligation and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower any Credit Party shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower Credit Parties hereunder, then to all indemnity obligations then due and payable by the Borrower Credit Parties hereunder, then to all Administrative Agent's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Notes, and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) ), then to the principal amount of the Notes and Reimbursement Obligations and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that orderorder (in each case, if applicable, pro rata in accordance with all such amounts due).

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first applied: (a) first, to all expenses then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (c) then to all Administrative Agent's ’s and Issuing Lender’s fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest hereunder on the Loans, accrued and unpaid interest on the Reimbursement Obligation and any payments (including any termination payments and any accrued and unpaid interest thereon) due in respect of a Hedging Agreement with the Person serving as the Administrative Agent or under any other Loan DocumentLender (which Hedging Agreement is permitted or required hereunder) (pro rata in accordance with all such amounts due), (f) then to the principal amount of the Loans and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and (g) then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the any Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations of such Borrower shall be applied first to all expenses then due and payable by the such Borrower hereunder, then to all indemnity obligations then due and payable by the such Borrower hereunder, then to all Administrative Agent's ’s fees then due and payablepayable allocable to such Borrower, then to all commitment and other fees and commissions then due and payablepayable allocable to such Borrower, then to accrued and unpaid interest hereunder or under any other Loan Document, on the Notes issued by such Borrower and Reimbursement Obligation (pro rata in accordance with all L/C Fees owing from such amounts due)Borrower, then to the principal amount hereunder or under any other Loan Document, of the Notes and Reimbursement Obligation and any termination payments due in respect Obligations of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) Borrower and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations of such Borrower then outstanding, in that orderorder (in each case, if applicable, pro rata in accordance with all such amounts due).

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Notes, and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender (or Affiliate of a Lender its Affiliate) executed pursuant to Section 9.12 (which Hedging Agreement is permitted hereunder) (pro rata PRO RATA in accordance with all such amounts due) ), then to the principal amount of the Notes and Reimbursement Obligations and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower Borrowers shall fail to pay any of the Obligations when due and the Obligations shall have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Note and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder, then to all Administrative Agent's ’s and Issuing Lender’s fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under on any other Loan DocumentUnsettled Loans to SunTrust Bank, then to the principal amount of any Unsettled Loans outstanding, then to accrued and unpaid interest on the remainder of the Loans and the Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, of the remaining Loans and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower any Credit Party shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower Credit Parties hereunder, then to all indemnity obligations then due and payable by the Borrower Credit Parties hereunder, then to all Administrative Agent's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Loans, and the Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation Obligations and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due), then to the principal amount of the Loans and Reimbursement Obligations (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) 11.2.2 hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2Article VII, all payments received by the Lenders upon the Loans and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied applied: (a) first to all expenses then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (c) then to all Administrative Agent's ’s fees then due and payable, (d) then to all commitment facility and other fees and commissions then due and payable, (e) then to the accrued and unpaid interest on the Swingline Loan to the Swingline Lender, (f) then to the principal amount outstanding under the Swingline Loans to the Swingline Lender, (g) then pro rata to accrued and unpaid interest hereunder or under any other Loan Document, and Reimbursement Obligation on the Loans (pro rata in accordance with all such amounts due), and (h) then pro rata to (i) the principal amount hereunder or under of the Loans (pro rata in accordance with all such amounts due), (ii) any other Loan Document, Reimbursement Obligation and Hedging Obligations (including any termination payments due in respect of a Hedging Agreement with and any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunderaccrued and unpaid interest thereon) (pro rata in accordance with all such amounts due) and then to the cash collateral account described (iii) any Cash Management Obligations (including any principal amounts and any accrued and unpaid interest thereon) (pro rata in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that orderaccordance with all such amounts due).

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied applied: (a) first to all expenses then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (c) then to all of the Administrative Agent's ’s and Issuing Lender’s fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, then to payable and all accrued and unpaid interest hereunder on the Notes, accrued and unpaid interest on the Reimbursement Obligation and accrued and unpaid periodic payments or interest (but not any settlement amounts) payable under any other Loan Document, and Reimbursement Obligation Hedging Obligations (pro rata in accordance with all such amounts due), (e) then to the principal amount hereunder or under any other Loan Document, of the Notes and Reimbursement Obligation and any termination payments due in respect of a settlement amounts payable under any Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) Obligations (pro rata in accordance with all such amounts due) and (f) then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied applied: (a) first to all expenses then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (c) then to all of the Administrative Agent's and Issuing Lender's fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest hereunder on the Notes, accrued and unpaid interest on the Reimbursement Obligation and accrued and unpaid periodic payments or interest (but not any settlement amounts) payable under any other Loan Document, and Reimbursement Obligation Hedging Obligations (pro rata in accordance with all such amounts due), (f) then to the principal amount hereunder or under any other Loan Document, of the Notes and Reimbursement Obligation and any termination payments due in respect of a settlement amounts payable under any Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) Obligations (pro rata in accordance with all such amounts due) and (g) then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, then to all indemnity obligations then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Notes, accrued and unpaid interest on the Reimbursement Obligation and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon ) (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, of the Notes and Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower any Credit Party shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower Credit Parties hereunder, then to all indemnity obligations then due and payable by the Borrower Credit Parties hereunder, then to all Administrative Agent's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Notes, and the Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation Obligations and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due), then to the principal amount of the Notes and Reimbursement Obligations (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) 11.2.2 hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Obligations Notes and the other Obligations, and all net proceeds from the enforcement of the Obligations shall be applied by Administrative Agent first to all expenses then due and payable by the Borrower Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payablepayable hereunder, then to all commitment and other fees and commissions then due and payablepayable hereunder, then to accrued and unpaid interest hereunder or under any other Loan Document, on the Notes and Reimbursement Obligation Obligations, then to any termination payments due in respect of a Hedging Agreement with any Lender (which such Hedging Agreement is permitted or required hereunder) (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, of the Notes and Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) outstanding (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Document, Document and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the any Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder, then to all Administrative Agent's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Document, and Reimbursement Obligation (pro rata in accordance with all such amounts due)on the Swingline Note to the Swingline Lender, then to the principal amount hereunder or outstanding under any other Loan Documentthe Swingline Note to the Swingline Lender, Reimbursement Obligation then to the principal amount outstanding and accrued and unpaid interest on the Finnish Mark Notes, then to accrued xxx unpaid interest on the Revolving Credit Notes, then to the principal amount of the Revolving Credit Notes, then to any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender permitted pursuant to Section 9.1 (which Hedging Agreement is permitted hereunder) (pro pro- rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding), in that order.

Crediting of Payments and Proceeds. In the event that the Borrower Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.212.2(a), all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Notes, and Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, of the Notes and Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder on the Notes, the Reimbursement Obligations and any termination payments due in respect of a Hedging Agreement with any Lender (which Hedging Agreement is permitted or under any other Loan Document, and Reimbursement Obligation required hereunder) (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, of the Notes and Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) Obligations (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Notes, and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which if any Hedging Agreement is permitted or required hereunder) (pro rata in accordance with all such amounts due) ), then to the principal amount of the Notes and Reimbursement Obligations and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Notes, and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender (if Hedging Agreement is permitted or required hereunder) (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, of the Notes and Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) Obligations and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Notes, and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or any Affiliate thereof (which such Hedging Agreement is permitted or required hereunder) (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, of the Notes and Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment facility and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or on the Swingline Note to the Swingline Lender, then to the principal amount outstanding under any other Loan Documentthe Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes, the Competitive Bid Notes and the Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Documentof the Revolving Credit Notes, the Competitive Bid Notes and Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that ----------------------------------- the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Notes, and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) pursuant to Section 10.1 (pro rata in accordance with all such --- ---- amounts due) ), then to the principal amount of the Notes and Reimbursement Obligation and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Revolving Credit Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Revolving Credit Notes, and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender (which Hedging Agreement is permitted or required hereunder) (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, of the Revolving Credit Notes and Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or on the Term D Loans to the Term D Lenders, then to the principal amount outstanding under any the Term D Loans to the Term D Lenders, then to Term C Loan Deferred Interest, then to accrued but unpaid interest on the other Loan DocumentNotes, and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement related to the Obligations with any Lender (pro rata which such Hedging Agreement is permitted or required hereunder) (PRO RATA in accordance with all such amounts due), then to the principal amount hereunder or under any of the other Loan Document, Notes and Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata PRO RATA in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower Borrowers shall fail to pay any of the Obligations when due and the Obligations shall have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Note and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder, then to all Administrative Agent's ’s and Issuing Lender’s fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under on any other Loan DocumentUnsettled Loans to Wachovia, then to the principal amount of any Unsettled Loans outstanding, then to accrued and unpaid interest on the remainder of the Loans and the Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, of the remaining Loans and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Notes, and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender (which Hedging Agreement is permitted or required hereunder) (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, of the Notes and Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Revolving Credit Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Revolving Credit Notes, and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due), then to the principal amount of the Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay all or any part of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2due, all payments received by the Agent or the Lenders upon the Obligations and all net proceeds from the any enforcement of the Obligations shall be applied applied: (a) first to all expenses then due and payable by the Borrower hereunderunder the Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunderand under the Loan Documents, (c) then to all Administrative Agent's ’s fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest hereunder or on the Swing Line Loans to the Swing Line Lender, (f) then to the principal amount outstanding under any other Loan Documentthe Swing Line Loans to the Swing Line Lender, (g) then to accrued and unpaid interest on the Notes and accrued and unpaid interest on the Reimbursement Obligation (pro rata in accordance with all such amounts due), (h) then to the principal amount hereunder or under any other Loan Documentof the Notes, Reimbursement Obligation and any Hedging Obligations (including any termination payments due in respect of a Hedging Agreement with and any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunderaccrued and unpaid interest thereon) (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 12.2(b) 2.20.4 hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower any Credit Party shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower Credit Parties hereunder, then to all indemnity obligations then due and payable by the Borrower Credit Parties hereunder, then to all Administrative Agent's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Notes, and the Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation Obligations and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due), then to the principal amount of the Notes and Reimbursement Obligations (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Notes, and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender (which such Hedging Agreement is permitted or required hereunder) (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, of the Notes and Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Documenton the Notes, and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender (which such Hedging Agreement is permitted or required hereunder) (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, of the Notes and Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order." (c) The first six lines of Section 14.10(b) of the Credit Agreement shall be amended in their entirety by inserting the following in lieu thereof:

Crediting of Payments and Proceeds. In the event that the Borrower Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or on the Swingline Note to the Swingline Lender, then to the principal amount outstanding under any other Loan Documentthe Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes, the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.1 (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, of the Revolving Credit Notes and Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.