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 11.2, 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: (a) first to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder 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 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 Hedging 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) and (i) then to the cash collateral account described in Section 11.2(b) 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 11.2, 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: (a) first to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan Documents, (c) then to all Administrative Agent’s 's and Issuing Lender’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 on the Swingline Note to the Swingline LenderLender and the Alternative Currency Note to the Alternative Currency Lender (pro rata in accordance with all such amounts due), (f) then to the principal amount outstanding under the Swingline Note to the Swingline LenderLender and the Alternative Currency Note to the Alternative Currency Lender (pro rata in accordance with all such amounts due), (g) then to accrued and unpaid interest on the Revolving Credit 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), (h) then to the principal amount of the Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 11.2(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 11.212.2, 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: (a) first to all expenses then due and payable by the Borrower Borrowers hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder 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 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 Term Notes, accrued and unpaid interest on the Reimbursement Obligation Revolving Credit Notes and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) on the Reimbursement Obligation (pro rata in accordance with all such amounts due), (h) then to the principal amount of the Term Notes, the Revolving Credit Notes and Reimbursement Obligation Obligations and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) pro rata in accordance with all such amounts due) and , (i) then to the cash collateral account Cash Collateral Account described in Section 11.2(b12.2(b) and Section 12.2(c) 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 11.2Article VII, all payments received by the Lenders upon the Notes Loans and the other Obligations and all net proceeds from the enforcement of the Obligations (in each case, exclusive of all Excluded Swap Obligations) shall be applied: (a) first to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder 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 facility and other fees and commissions then due and payable, (e) then to the accrued and unpaid interest on the Swingline Note Loan to the Swingline Lender, (f) then to the principal amount outstanding under the Swingline Note Loans to the Swingline Lender, (g) then pro rata to accrued and unpaid interest on the Revolving Credit NotesLoans (pro rata in accordance with all such amounts due), accrued and unpaid interest on (h) then pro rata to (i) the Reimbursement Obligation and principal amount of the Loans (pro rata in accordance with all such amounts due), (ii) any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due), ) and (hiii) then to the any Cash Management Obligations (including any principal amount of the Revolving Credit Notes amounts and Reimbursement Obligation any accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 11.2(b) 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 11.211.02, 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: (a) applied first to all expenses then due and payable by the Borrower hereunder and under the other Loan Documentshereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan Documentshereunder, (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 on the Swingline Note to the Swingline Lender, (f) then to the unpaid principal amount outstanding under the Swingline Note to the Swingline Lender, (g) then to accrued and unpaid interest on the Revolving Credit Working Capital Notes, accrued the Permitted Acquisition Notes 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), (h) then to the principal amount of the Revolving Credit Notes Working Capital Notes, the Permitted Acquisition Notes, the Reimbursement Obligations and Reimbursement Obligation obligations under Hedging Agreements (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 11.2(b11.02(b) 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 11.212.2, 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: (a) first to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan Documents, (c) then to all Administrative Agent’s 's and Issuing Lender’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 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 (pro rata in accordance with all such amounts due), (f) then to the principal amount of the Notes and Reimbursement Obligation and any Hedging Obligations payments (including any termination payments and any accrued and unpaid interest thereon) due in respect of a Hedging Agreement with any Lender or the Administrative Agent (pro rata in accordance with all which such amounts due), (hHedging Agreement is permitted hereunder) then to the principal amount of the Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and (ig) then to the cash collateral account described in Section 11.2(b12.2(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 11.212.2, 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: (a) first to all expenses then due and payable by the Borrower Borrowers hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder and under the other Loan Documents, (c) then to all Administrative Agent’s 's and Issuing Lender’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 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 Term Notes, accrued and unpaid interest on the Reimbursement Obligation Revolving Credit Notes and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) on the Reimbursement Obligation (pro rata in accordance with all such amounts due), (h) then to the principal amount of the Term Notes, the Revolving Credit Notes and Reimbursement Obligation Obligations and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) pro rata in accordance with all such amounts due) and , (i) then to the cash collateral account Cash Collateral Account described in Section 11.2(b12.2(b) and Section 12.2(c) 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 11.2due, all payments received by the Agent or the Lenders upon the Notes and the other Obligations and all net proceeds from the any enforcement of the Obligations shall be applied: (a) first to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder 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 on the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, (f) then to the principal amount outstanding under the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes, 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 of the Notes, 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), (h) then to the principal amount of the Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 11.2(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 shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.212.2, all payments received by the Lenders upon on the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied: (a) first to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder 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 on the Swingline Note to Loans and accrued and unpaid interest on the Swingline LenderReimbursement Obligation (pro rata in accordance with all such amounts due), (f) then to the principal amount outstanding under of the Swingline Note to the Swingline Lender, (g) then to accrued Loans and unpaid interest on the Revolving Credit Notes, accrued and unpaid interest on the Reimbursement Obligation and any Hedging Obligations payments (including any termination payments and any accrued and unpaid interest thereon) due in respect of a Hedging Agreement with any Lender or the Administrative Agent (pro rata in accordance with all which such amounts due), (hHedging Agreement is permitted hereunder) then to the principal amount of the Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and (ig) then to the cash collateral account described in Section 11.2(b12.2(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 11.212.2, 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: (a) first first, to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then second, to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan Documents, (c) then third, to all of the Administrative Agent’s and Issuing Lender’s fees then due and payable, (d) then fourth, to all commitment and other fees and commissions then due and payable, (e) then to payable and all accrued and unpaid interest 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 accrued and unpaid periodic payments or interest (but not any settlement amounts) payable under any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due), (he) then fifth, to the principal amount of the Revolving Credit Notes and Reimbursement Obligation and any settlement amounts payable under any Hedging Obligations (pro rata in accordance with all such amounts due) and (if) then sixth, to the cash collateral account described in Section 11.2(b12.2(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 11.212.2, 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: (a) first first, to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan Documents, (c) then to all Administrative Agent’s 's and Issuing Lender’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 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 other Notes, accrued and unpaid interest on the Reimbursement Obligation and any Hedging Obligations payments (including any termination payments and any accrued and unpaid interest thereon) due in respect of a Hedging Agreement with any Lender or the Administrative Agent (pro rata 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 Revolving Credit other Notes and Reimbursement Obligation (pro rata PRO RATA in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 11.2(b12.2(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 11.212.2, 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: (a) first to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan Documents, (c) then to all of the Administrative Agent’s 's and Issuing Lender’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 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 accrued and unpaid periodic payments or interest (but not any settlement amounts) payable under any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due), (hf) then to the principal amount of the Revolving Credit Notes and Reimbursement Obligation and any settlement amounts payable under any Hedging Obligations (pro rata in accordance with all such amounts due) and (ig) then to the cash collateral account described in Section 11.2(b12.2(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 11.2, 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: (a) first to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder 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 on the Swingline Note to the Swingline LenderLender and the Alternative Currency Note to the Alternative Currency Lender (pro rata in accordance with all such amounts due), (f) then to the principal amount outstanding under the Swingline Note to the Swingline LenderLender and the Alternative Currency Note to the Alternative Currency Lender (pro rata in accordance with all such amounts due), (g) then to accrued and unpaid interest on the Revolving Credit 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), (h) then to the principal amount of the Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 11.2(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 11.2SECTION 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: (a) applied first to all expenses then due and payable by the Borrower hereunder and under the other Loan Documentshereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan Documentshereunder, (c) then to all Administrative Agent’s and Issuing Lender’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 on the Swingline Note to the Swingline Lender, (f) then to the unpaid principal amount outstanding under the Swingline Note to the Swingline Lender, (g) then to accrued and unpaid interest on the Revolving Credit NotesNotes (applied first to Liquidity Loans and then to other Revolving Credit Loans), accrued Acquisition Notes 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), (h) then to the principal amount of the Revolving Credit Notes, the Acquisition Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 11.2(bSECTION 12.2(B) 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 11.2Article VII, all payments received by the Lenders upon the Notes Loans and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied: (a) first to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan Documents, (c) then to all Administrative Agent’s and Issuing LenderBank’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 on the Swingline Note Loan to the Swingline Lender, (f) then to the principal amount outstanding under the Swingline Note Loans to the Swingline Lender, (g) then to accrued and unpaid interest on the Revolving Credit NotesLoans, accrued and unpaid interest on the Reimbursement Obligation, (h) then to the principal amount of the Revolving Loans, Reimbursement Obligation (pro rata in accordance with all such amounts due) and any Hedging 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) and (i) then to the cash collateral account described in Section 11.2(b2.23(g) hereof to the extent of any L/C Obligations then outstanding, (j) then to accrued and unpaid interest on the Competitive Bid Loans, and (k) then to the principal amount outstanding under the Competitive Bid Loans, 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 11.2due, all payments received by the Agent or the Lenders upon the Notes and the other Obligations and all net proceeds from the any enforcement of the Obligations shall be applied: (a) first first, to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then then, to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan Documents, (c) then then, to all Administrative Agent’s and Issuing Lender’s fees then due and payable, (d) then then, to all commitment and other fees and commissions then due and payable, (e) then then, to accrued and unpaid interest on the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, (f) then then, to the principal amount outstanding under the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, (g) then then, to accrued and unpaid interest on the Revolving Credit Notes, Loans and accrued and unpaid interest on the Reimbursement Obligation (pro rata in accordance with all such amounts due), (h) then, to the principal amount of the Loans, Reimbursement Obligation and any Hedging Obligations and Existing Hedging 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) and (i) then then, to the cash collateral account described in Section 11.2(b) 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 11.28.12, 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: (a) first to all expenses then due and payable by the Borrower hereunder and under the other Loan Credit Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan Credit Documents, (c) then to all the Administrative Agent’s 's and Issuing Lender’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 on the Swingline Swing Line Note to the Swingline Swing Line Lender, (f) then to the principal amount outstanding under the Swingline Swing Line Note to the Swingline Swing Line Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes, Syndicated Notes and 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), (h) then to the principal amount of the Revolving Credit Notes and Syndicated Notes, Reimbursement Obligation and any obligations of Borrower under swap agreements (as defined in 11 U.S.C. Section 101) with any Lender, including any termination payments and any accrued and unpaid interest thereon (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 11.2(b8.12(b) 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 11.28.12, 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: (a) first to all expenses then due and payable by the Borrower hereunder and under the other Loan Credit Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan Credit Documents, (c) then to all Administrative Agent’s 's and Issuing Lender’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 on the Swingline Swing Line Note to the Swingline Swing Line Lender, (f) then to the principal amount outstanding under the Swingline Swing Line Note to the Swingline Swing Line Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes, Syndicated Notes and 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), (h) then to the principal amount of the Revolving Credit Syndicated Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and ), (i) then to the cash collateral account described in Section 11.2(b8.12(b) to the extent of any L/C Obligations then outstandingoutstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lender, 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 11.212.2, 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: (a) applied first to all expenses then due and payable by the Borrower hereunder and under the other Loan Documentshereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan Documentshereunder, (c) then to all Administrative Agent’s 's and Issuing Lender’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 accrued and unpaid interest 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 the Competitive Bid Notes 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), (h) then to accrued and unpaid interest on the Term Loan Notes, then to the principal amount of the Revolving Credit Notes, the Competitive Bid Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) Obligation, then to the principal amount of the Term Loan Notes and (i) then to the cash collateral account described in Section 11.2(b12.2(b) 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 11.212.2, 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: (a) applied first to all expenses then due and payable by the Borrower hereunder and under the other Loan DocumentsBorrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan DocumentsBorrowers hereunder, (c) then to all Administrative Agent’s 's and Issuing Lender’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 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 other Notes 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), (h) then to the principal amount of the Revolving Credit other Notes and Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender (which such Hedging Agreement is permitted hereunder and required or requested by the Required Lenders) (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 11.2(b12.2(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.. SECTION 5.6

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 11.2due, all payments received by the Agent or the Lenders upon the Notes and the other Obligations and all net proceeds from the any enforcement of the Obligations shall be applied: (a) first first, to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then then, to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan Documents, (c) then then, to all Administrative Agent’s and Issuing Lender’s 's fees then due and payablepayable under the Loan Documents, (d) then then, to all commitment and other fees and commissions then due and payablepayable under the Loan Documents, (e) then then, to accrued and unpaid interest on the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, (f) then then, to the principal amount outstanding under the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, (g) then then, to fees and accrued and unpaid interest on the Revolving Credit Notesother Loans, accrued and unpaid interest on the Reimbursement Obligation and on any Treasury Management Obligations, Hedging Obligations (including any termination payments and any accrued Existing Hedging Obligations then due and unpaid interest thereon) payable (pro rata in accordance with all such amounts due), (h) then then, to the principal amount of the Revolving Credit Notes Loans, Reimbursement Obligation, any Treasury Management Obligations and Reimbursement Obligation any termination payments under Hedging Obligations and Existing Hedging Obligations then due and payable (pro rata in accordance with all such amounts due) and (i) then then, to the cash collateral account described in Section 11.2(b) 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 11.212.2, 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: (a) first first, to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan Documents, (c) then to all Administrative Agent’s 's and Issuing Lender’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 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 NotesLoans, accrued and unpaid interest on the Reimbursement Obligation and any Hedging Obligations payments (including any termination payments and any accrued and unpaid interest thereon) due in respect of a Hedging Agreement with any Lender or the Administrative Agent (pro rata which such Hedging Agreement is permitted or required hereunder) (PRO RATA in accordance with all such amounts due), (hf) then to the principal amount of the Revolving Credit Notes Loans and Reimbursement Obligation (pro rata PRO RATA in accordance with all such amounts due) and (ig) then to the cash collateral account described in Section 11.2(b12.2(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 11.212.2, 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: (a) first first, to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder 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 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 NotesLoans, accrued and unpaid interest on the Reimbursement Obligation and any Hedging Obligations 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 any Lender (which Hedging Agreement is permitted or required hereunder) (pro rata in accordance with all such amounts due), (hf) then to the principal amount of the Revolving Credit Notes Loans and Reimbursement Obligation (pro rata in accordance with all such amounts due) and (ig) then to the cash collateral account described in Section 11.2(b12.2(b) 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 11.2Article VII, all payments received by the Lenders upon the Notes Loans and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied: (a) first to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder 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 facility and other fees and commissions then due and payable, (e) then to the accrued and unpaid interest on the Swingline Note Loan to the Swingline Lender, (f) then to the principal amount outstanding under the Swingline Note Loans to the Swingline Lender, (g) then pro rata to accrued and unpaid interest on the Revolving Credit NotesLoans (pro rata in accordance with all such amounts due), accrued and unpaid interest on (h) then pro rata to (i) the Reimbursement Obligation and principal amount of the Loans (pro rata in accordance with all such amounts due), (ii) any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due), ) and (hiii) then to the any Cash Management Obligations (including any principal amount of the Revolving Credit Notes amounts and Reimbursement Obligation any accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 11.2(b) 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 11.2due, all payments received by the Agent or the Lenders upon the Notes and the other Obligations and all net proceeds from the any enforcement of the Obligations shall be applied: (a) first to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan Documents, (c) then to all Administrative Agent’s and Issuing Lender’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 on the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, (f) then to the principal amount outstanding under the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes, 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 of the Notes, 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), (h) then to the principal amount of the Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 11.2(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 Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.213.2, 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: (a) first to all expenses then due and payable by the Borrower Borrowers hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder and under the other Loan Documents, (c) then to all Administrative Agent’s, Issuing Lender’s and Issuing Alternative Currency 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 on the Swingline Note to the Swingline LenderLender and the Alternative Currency Note to the Alternative Currency Lender (pro rata in accordance with all such amounts due), (f) then to the principal amount outstanding under the Swingline Note to the Swingline LenderLender and the Alternative Currency Note to the Alternative Currency Lender (pro rata in accordance with all such amounts due), (g) then to accrued and unpaid interest on the Revolving Credit other Loans and 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), (h) then to the principal amount of the Revolving Credit other Loans and Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 11.2(b13.2(b) 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 11.2due, all payments received by the Agent or the Lenders upon the Notes and the other Obligations and all net proceeds from the any enforcement of the Obligations shall be applied: (a) first first, to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then then, to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan Documents, (c) then then, to all Administrative Agent’s and Issuing Lender’s fees then due and payablepayable under the Loan Documents, (d) then then, to all commitment and other fees and commissions then due and payablepayable under the Loan Documents, (e) then then, to accrued and unpaid interest on the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, (f) then then, to the principal amount outstanding under the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, (g) then then, to fees and accrued and unpaid interest on the Revolving Credit Notesother Loans, accrued and unpaid interest on the Reimbursement Obligation and on any Treasury Management Obligations, Hedging Obligations (including any termination payments and any accrued Existing Hedging Obligations then due and unpaid interest thereon) payable (pro rata in accordance with all such amounts due), (h) then then, to the principal amount of the Revolving Credit Notes Loans, Reimbursement Obligation, any Treasury Management Obligations and Reimbursement Obligation any termination payments under Hedging Obligations and Existing Hedging Obligations then due and payable (pro rata in accordance with all such amounts due) and (i) then then, to the cash collateral account described in Section 11.2(b) 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 Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.212.2, 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: (a) applied first to all expenses then due and payable by the Borrower hereunder and under the other Loan DocumentsBorrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan DocumentsBorrowers hereunder, (c) then to all Administrative Agent’s 's and Issuing Lender’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 on the Swingline Note Notes to the Swingline Lender, (f) then to the principal amount outstanding under the Swingline Note Notes to the Swingline Lender, (g) then to accrued and but unpaid interest on the Revolving Credit other Notes, accrued and unpaid interest on the Reimbursement Obligation and any Hedging Obligations (including any termination payments and due in respect of a Hedging Agreement related to the Obligations with any accrued and unpaid interest thereonLender (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 Revolving Credit other Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and (i) then to the --- ---- cash collateral account described in Section 11.2(b12.2(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 11.212.2, 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: (a) applied first to all expenses then due and payable by the Borrower hereunder and under the other Loan DocumentsBorrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan DocumentsBorrowers hereunder, (c) then to all Administrative Agent’s 's and Issuing Lender’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 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 other Notes 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), (h) then to the principal amount of the Revolving Credit other Notes and Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender (which such Hedging Agreement is permitted hereunder and required or requested by the Required Lenders) (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 11.2(b12.2(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 the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.212.2, all payments received by the Lenders upon on the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied: (a) first to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder 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 on the Swingline Note to Loans and accrued and unpaid interest on the Swingline LenderReimbursement Obligation (pro rata in accordance with all such amounts due), (f) then to the principal amount outstanding under of the Swingline Note to the Swingline Lender, (g) then to accrued Loans and unpaid interest on the Revolving Credit Notes, accrued and unpaid interest on the Reimbursement Obligation and any Hedging Obligations payments (including any termination payments and any accrued and unpaid interest thereon) (pro rata due in accordance with all such amounts due), (h) then to the principal amount respect of the Revolving Credit Notes and Reimbursement Obligation Hedging Obligations (pro rata in accordance with all such amounts due) and (ig) then to the cash collateral account described in Section 11.2(b12.2(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 11.212.2, 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: (a) applied first to all expenses then due and payable by the Borrower hereunder and under the other Loan DocumentsBorrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Loan DocumentsBorrowers hereunder, (c) then to all Administrative Agent’s 's and Issuing Lender’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 on the Swingline Note Term D Loans to the Swingline LenderTerm D Lenders, (f) then to the principal amount outstanding under the Swingline Note Term D Loans to the Swingline LenderTerm D Lenders, (g) then to Term C Loan Deferred Interest, then to accrued and but unpaid interest on the Revolving Credit other Notes, accrued and unpaid interest on the Reimbursement Obligation and any Hedging Obligations (including any termination payments and due in respect of a Hedging Agreement related to the Obligations with any accrued and unpaid interest thereonLender (which such Hedging Agreement is permitted or required hereunder) (pro rata PRO RATA in accordance with all such amounts due), (h) then to the principal amount of the Revolving Credit other Notes and Reimbursement Obligation (pro rata PRO RATA in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 11.2(b12.2(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 11.213.2, 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: (a) first to all expenses then due and payable by the Borrower Borrowers hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder and under the other Loan Documents, (c) then to all Administrative Agent’s and Agents,' Issuing Lender’s 's and Alternative Currency 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 on the Swingline Note to the Swingline LenderLender and the Alternative Currency Note to the Alternative Currency Lender (pro rata in accordance with all such amounts due), (f) then to the principal amount outstanding under the Swingline Note to the Swingline LenderLender and the Alternative Currency Note to the Alternative Currency Lender (pro rata in accordance with all such amounts due), (g) then to accrued and unpaid interest on the Revolving Credit other Loans and 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), (h) then to the principal amount of the Revolving Credit other Loans and Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 11.2(b13.2(b) to the extent of any L/C Obligations then outstanding, in that order.