Common use of Crediting of Payments and Proceeds Clause in Contracts

Crediting of Payments and Proceeds. In the event that Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 8.12, 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 Borrower hereunder and under the other Credit Documents, (b) then to all indemnity obligations then due and payable by Borrower hereunder and under the other Credit Documents, (c) then to all 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 Swing Line Note to the Swing Line Lender, (f) then to the principal amount outstanding under the Swing Line Note to the Swing Line Lender, (g) then to accrued and unpaid interest on the Syndicated 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 Syndicated Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due), (i) then to the cash collateral account described in Section 8.12(b) to the extent of any L/C Obligations then outstanding 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 8.12SECTION 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 Credit Documentshereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit 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 Swing Line Swingline Note to the Swing Line Swingline Lender, (f) then to the unpaid principal amount outstanding under the Swing Line Swingline Note to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Revolving Credit Notes (applied first to Liquidity Loans and then to other Revolving Credit Loans), Acquisition 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 Syndicated Revolving Credit Notes, the Acquisition Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due), (i) and then to the cash collateral account described in Section 8.12(bSECTION 12.2(B) to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, 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 8.1212.2, 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 Credit Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit 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 Swing Line Swingline Note to the Swing Line Swingline Lender, (f) then to the principal amount outstanding under the Swing Line Swingline Note to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Notes and accrued and unpaid interest on other Notes, 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), (h) then to the principal amount of the Syndicated other Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due), (i) and then to the cash collateral account described in Section 8.12(b12.2(b) hereof to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, 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 8.1211.02, ------------- 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 Credit Documentshereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit 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 Swing Line Swingline Note to the Swing Line Swingline Lender, (f) then to the unpaid principal amount outstanding under the Swing Line Swingline Note to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Notes and IPC Acquisition Notes, then to the unpaid principal amount outstanding under the IPC Acquisition Notes, 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), (h) then to the principal amount of the Syndicated 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), (i) and then to the cash collateral account described in Section 8.12(b11.02(b) to the extent of any L/C --------------- Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, 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 8.1211.2, 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 Credit Documentshereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit Documentshereunder, (c) then to all Agent's Agents' 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 the principal and accrued and unpaid interest on the Swingline Note, then to accrued and unpaid interest on the Swing Line Note to the Swing Line LenderRevolving Credit Notes, (f) then to the principal amount outstanding under the Swing Line Note to the Swing Line Lender, (g) then to accrued and unpaid interest on the Syndicated Notes and accrued and unpaid interest on the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement hedging interest rate risk under this Agreement with any Lender or any Affiliate thereof (pro rata in accordance with all such amounts due), (h) then to the principal amount of the Syndicated Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due)Obligation, (i) then to the cash collateral account described in Section 8.12(b11.2(b) hereof to the extent of any L/C Obligations then outstanding and (j) outstanding, then to accrued and unpaid interest on the Competitive Bid Notes (in inverse order of maturity) and then to the principal amount outstanding under any obligations Competitive Bid Notes (in inverse order of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101maturity) 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 8.12SECTION 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) applied first to all expenses then due and payable by the Borrower hereunder and under the other Credit Documentshereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit 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 Swing Line Swingline Note to the Swing Line Swingline Lender, (f) then to the unpaid principal amount outstanding under the Swing Line Swingline Note to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Revolving Credit Notes, Acquisition Notes and accrued and unpaid interest on the Reimbursement Obligation Obligations (pro rata in accordance with all such amounts due), (h) then to the principal amount of the Syndicated Notes Revolving Credit Notes, the Acquisition Notes, the Reimbursement Obligations and Reimbursement Obligation any Swap Obligations (including any termination payments and any accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due), (i) and then to the cash collateral account described in Section 8.12(bSECTION 11.2(B) to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, 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 8.12SECTION 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) applied first to all expenses then due and payable by the Borrower hereunder and under the other Credit Documentshereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit 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 Swing Line Swingline Note to the Swing Line Swingline Lender, (f) then to the unpaid principal amount outstanding under the Swing Line Swingline Note to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Revolving Credit Notes (applied first to Liquidity Loans and then to other Revolving Credit Loans), Acquisition 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 Syndicated Revolving Credit Notes, the Acquisition Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due), (i) and then to the cash collateral account described in Section 8.12(bSECTION 11.2(b) to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, 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 8.1211.2, 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 applied to all expenses then due and payable by the Borrower hereunder and under the other Credit Documentshereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit 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 Swing Line Swingline Note to the Swing Line Swingline Lender, (f) then to the principal amount outstanding under the Swing Line Swingline Note to the Swing Line Swingline Lender, (g) then to the principal amount outstanding and accrued and unpaid interest on the Specified A/C Notes, then to accrued and unpaid interest on the Syndicated Notes and accrued and unpaid interest on 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), (h) then to the principal amount of the Syndicated Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due)Obligation, (i) then to the cash collateral account described in Section 8.12(b11.2(b) to the extent of any L/C Obligations then outstanding and (j) outstanding, then to accrued and unpaid interest on the Competitive Bid Notes and then to the principal amount outstanding under any obligations Competitive Bid Notes (in inverse order of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101maturity) with any Lender, in that order.

Crediting of Payments and Proceeds. In the event that Borrower the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 8.1212.2, 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 Borrower the Borrowers hereunder and under the other Credit Loan Documents, (b) then to all indemnity obligations then due and payable by Borrower the Borrowers hereunder and under the other Credit Loan Documents, (c) then to all of the Administrative Agent's and 's, the Issuing Lender's Lenders' 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 Swing Line Note to Notes, the Swing Line LenderReimbursement Obligation and Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due), (f) then to the principal amount outstanding under of the Swing Line Note to the Swing Line Lender, (g) then to accrued and unpaid interest on the Syndicated 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 Syndicated Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due), (i) then to the cash collateral account described in Section 8.12(b12.2(b) hereof to the extent of any L/C Obligations then outstanding outstanding, and (j) then to the ratable payment of any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderother outstanding Obligations, 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 8.12due, 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 Credit Loan Documents, (b) then then, to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit Loan Documents, (c) then then, to all 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 Swing Line Note Loans to the Swing Line Lender, (f) then then, to the principal amount outstanding under the Swing Line Note Loans to the Swing Line Lender, (g) then then, to accrued and unpaid interest on the Syndicated Notes fees and accrued and unpaid interest on the other Loans, on the Reimbursement Obligation and on any Treasury Management Obligations, Hedging Obligations and Existing Hedging Obligations then due and payable (pro rata in accordance with all such amounts due), (h) then then, to the principal amount of the Syndicated 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 8.12(b) 2.20.4 to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, in that order.

Crediting of Payments and Proceeds. In the event that Borrower the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 8.1212.2, 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 Borrower the Borrowers hereunder and under the other Credit Loan Documents, (b) then to all indemnity obligations then due and payable by Borrower the Borrowers hereunder and under the other Credit 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 Swing Line Swingline Note to the Swing Line Swingline Lender, (f) then to the principal amount outstanding under the Swing Line Swingline Note to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Term Notes, accrued and unpaid interest on the Revolving Credit 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 Syndicated 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), (i) then to the cash collateral account Cash Collateral Account described in Section 8.12(b12.2(b) and Section 12.2(c) hereof to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, 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 8.1212.2, 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 Credit Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit 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 Swing Line Note to the Swing Line Lender, (f) then to the principal amount outstanding under the Swing Line Note to the Swing Line Lender, (g) then to accrued and unpaid interest on the Syndicated Notes Loans and accrued and unpaid interest on the Reimbursement Obligation (pro rata in accordance with all such amounts due), (hf) then to the principal amount of the Syndicated Notes Loans and Reimbursement Obligation and any payments (including any termination payments and any accrued and unpaid interest thereon) due in respect of Hedging Obligations (pro rata in accordance with all such amounts due), ) and (ig) then to the cash collateral account described in Section 8.12(b12.2(b) hereof to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, 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 8.1212.2, 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 Credit Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit 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 Swing Line Note to the Swing Line Lender, (f) then to the principal amount outstanding under the Swing Line Note to the Swing Line Lender, (g) then to accrued and unpaid interest on the Syndicated Notes Loans and accrued and unpaid interest on the Reimbursement Obligation (pro rata in accordance with all such amounts due), (hf) then to the principal amount of the Syndicated Notes Loans 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 the Administrative Agent (which such Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due), ) and (ig) then to the cash collateral account described in Section 8.12(b12.2(b) hereof to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, 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 8.12due, 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 Credit Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit Loan Documents, (c) then to all 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 Swing Line Note Loans to the Swing Line Lender, (f) then to the principal amount outstanding under the Swing Line Note Loans to the Swing Line Lender, (g) then to accrued and unpaid interest on the Syndicated 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 Syndicated Notes and 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), ) and (i) then to the cash collateral account described in Section 8.12(b) 2.20.4 hereof to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, 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 8.1212.2, 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 Credit Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit 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 Swing Line Note to the Swing Line LenderLoans, (f) then to the principal amount outstanding under the Swing Line Note to the Swing Line Lender, (g) then to accrued and unpaid interest on the Syndicated Notes and accrued and unpaid interest on the Reimbursement Obligation and any payments (pro rata 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 (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 Syndicated 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 8.12(b12.2(b) hereof to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, in that order.

Crediting of Payments and Proceeds. In the event that Borrower the ---------------------------------- Borrowers shall fail to pay any of the Obligations when due and the Obligations have been * = greater than or equal to ** = less than accelerated pursuant to Section 8.1212.2, 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 Borrower hereunder and under the other Credit DocumentsBorrowers hereunder, (b) then to all indemnity obligations then due and payable by Borrower hereunder and under the other Credit DocumentsBorrowers hereunder, (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 Swing Line Note Swingline Notes to the Swing Line Swingline Lender, (f) then to the principal amount outstanding under the Swing Line Note Swingline Notes to the Swing Line Swingline Lender, (g) then to accrued and but unpaid interest on the Syndicated Notes and accrued and unpaid interest on other Notes, the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement related to the Obligations with any Lender (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 Syndicated other Notes and Reimbursement Obligation (pro rata --- ---- in accordance with all such amounts due), (i) and then to the cash collateral account described in Section 8.12(b12.2(b) hereof to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, 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 8.1212.2, 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 Credit Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit Loan Documents, (c) then to all Administrative Agent's and Issuing Lender's Lenders' 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 Swing Line Note to the Swing Line LenderNotes, (f) then to the principal amount outstanding under the Swing Line Note to the Swing Line Lender, (g) then to accrued and unpaid interest on the 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), (hf) then to the principal amount of the Syndicated Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due), ) and (ig) then to the cash collateral account described in Section 8.12(b12.2(b) hereof to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, 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 8.1212.2, 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 Credit Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit 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 Swing Line Swingline Note to the Swing Line Swingline Lender, (f) then to the principal amount outstanding under the Swing Line Swingline Note to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Notes and other Notes, accrued and unpaid interest on the Reimbursement Obligation and any payments (pro rata 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 (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 Syndicated 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 8.12(b12.2(b) hereof to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, in that order.

Crediting of Payments and Proceeds. In the event that Borrower the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 8.12SECTION 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 Borrower hereunder and under the other Credit DocumentsBorrowers hereunder, (b) then to all indemnity obligations then due and payable by Borrower hereunder and under the other Credit DocumentsBorrowers hereunder, (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 Swing Line Swingline Note to the Swing Line Swingline Lender, (f) then to the principal amount outstanding under the Swing Line Swingline Note to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Notes and accrued and unpaid interest on all other Notes, the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender (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 Syndicated all other Notes and Reimbursement Obligation (pro rata PRO RATA in accordance with all such amounts due), (i) and then to the cash collateral account described in Section 8.12(bSECTION 12.2(b) to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, 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 8.1211.2, 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 Credit Documentshereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit Documentshereunder, (c) then to all 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 Swing Line Note to the Swing Line LenderNotes, (f) then to the principal amount outstanding under the Swing Line Note to the Swing Line Lender, (g) then to accrued and unpaid interest on the Syndicated Notes and accrued and unpaid interest on 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), (h) then to the principal amount of the Syndicated Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due), (i) and then to the cash collateral account described in Section 8.12(b11.2(b) hereof to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, in that order.

Crediting of Payments and Proceeds. In the event that Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 8.12, 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 Borrower hereunder and under the other Credit Documents, (b) then to all indemnity obligations then due and payable by Borrower hereunder and under the other Credit Documents, (c) then to all the Administrative Agent's ’s and Issuing Lender's Lenders’ 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 Swing Line Note to the Swing Line Lender, (f) then to the principal amount outstanding under the Swing Line Note to the Swing Line Lender, (g) then to accrued and unpaid interest on the Syndicated 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 Syndicated Notes and Notes, Reimbursement Obligation and any obligations of Borrower under swap agreements (as defined in 11 U.S.C. § 101) with any Lender or any Affiliate of a Lender at the time such swap agreement is executed, 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 8.12(b) to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, 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 8.1211.2, 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 Credit Documentshereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit 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 Swing Line Note to the Swing Line LenderRevolving Credit Notes, (f) then to the principal amount outstanding under the Swing Line Note to the Swing Line Lender, (g) then to accrued and unpaid interest on the Syndicated 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 Syndicated Notes Revolving Credit Notes, the Reimbursement Obligations and Reimbursement Obligation 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), (i) and then to the cash collateral account described in Section 8.12(b11.2(b) hereof to the extent of any L/C Obligations then outstanding and (j) outstanding, then to any obligations of Borrower accrued and unpaid interest on the Competitive Bid Notes, then to the principal amount outstanding under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderthe Competitive Bid Notes, 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 8.1212.2, 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 Credit Loan Documents, (b) then second, to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit Loan Documents, (c) then third, to all of the Administrative Agent's ’s and Issuing Lender's ’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 Swing Line Note to the Swing Line LenderNotes, (f) then to the principal amount outstanding under the Swing Line Note to the Swing Line Lender, (g) then to accrued and unpaid interest on the Syndicated Notes and 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 (pro rata in accordance with all such amounts due), (he) then fifth, to the principal amount of the Syndicated Notes and Reimbursement Obligation and any settlement amounts payable under any Hedging Obligations (pro rata in accordance with all such amounts due)) and (f) sixth, (i) then to the cash collateral account described in Section 8.12(b12.2(b) hereof to the extent of any L/C Obligations then outstanding 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 orderoutstanding.

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 8.1211.2, 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) applied first to all expenses then due and payable by the Borrower hereunder and under the other Credit Documentshereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit Documentshereunder, (c) then to all 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 Swing Line Swingline Note to the Swing Line Swingline Lender, (f) then to the principal amount outstanding under the Swing Line Swingline Note to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Revolving Credit Notes and accrued and unpaid interest on the 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), (h) then to the principal amount of outstanding under the Syndicated Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due)Obligation, (i) then to the cash collateral account described in Section 8.12(b11.2(b) hereof to the extent of any L/C Letter of Credit Obligations then outstanding and (j) outstanding, then to any obligations of Borrower accrued and unpaid interest on the Competitive Bid Notes and then to the principal amount outstanding under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderthe Competitive Bid Notes, 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 8.12Article 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 Credit Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit Loan Documents, (c) then to all Agent's ’s and Issuing Lender's Bank’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 Swing Line Note Swingline Loan to the Swing Line Swingline Lender, (f) then to the principal amount outstanding under the Swing Line Note Swingline Loans to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Notes and Revolving Loans, 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 (hincluding any termination payments and any accrued and unpaid interest thereon) then to the principal amount of the Syndicated Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due), (i) then to the cash collateral account described in Section 8.12(b2.23(g) hereof to the extent of any L/C Obligations then outstanding and outstanding, (j) then to any obligations of Borrower accrued and unpaid interest on the Competitive Bid Loans, and (k) then to the principal amount outstanding under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderthe Competitive Bid Loans, in that order.

Crediting of Payments and Proceeds. In the event that Borrower the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 8.1211.2, 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 Borrower the Borrowers hereunder and under the other Credit Loan Documents, (b) then to all indemnity obligations then due and payable by Borrower the Borrowers hereunder and under the other Credit 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 Swing Line Swingline Note to the Swing Line Swingline Lender, (f) then to the principal amount outstanding under the Swing Line Swingline Note to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Notes and Revolving Credit Notes, 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 Syndicated 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), (i) then to the cash collateral account Cash Collateral Account described in Section 8.12(b11.2(b) and Section 11.2(c) hereof to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, in that order.

Crediting of Payments and Proceeds. In the event that any Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 8.1211.2, 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 any Borrower hereunder and under the other Credit Documentshereunder, (b) then to all indemnity obligations then due and payable by any Borrower hereunder and under the other Credit 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 Swing Line Swingline Note to the Swing Line Swingline Lender, (f) then to the principal amount outstanding under the Swing Line Swingline Note to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Revolving Credit 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 Syndicated Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due), (i) and then to the cash collateral account described in Section 8.12(b11.2(b) hereof to the extent of any L/C Obligations then outstanding and (j) outstanding, then to any obligations termination payments due in respect of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) a Hedging Agreement with any LenderLender or any Affiliate thereof permitted pursuant to Section 9.1, in that order.

Crediting of Payments and Proceeds. In the event that any Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 8.1211.2, 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 any Borrower hereunder and under the other Credit Documentshereunder, (b) then to all indemnity obligations then due and payable by any Borrower hereunder and under the other Credit 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 Swing Line Swingline Note to the Swing Line Swingline Lender, (f) then to the principal amount outstanding under the Swing Line Swingline Note to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Revolving Credit 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 Syndicated Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due), (i) and then to the cash collateral account described in Section 8.12(b11.2(b) hereof to the extent of any L/C Obligations then outstanding and (j) outstanding, then to any obligations termination payments due in respect of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) a Hedging Agreement with any LenderLender or any Affiliate thereof required pursuant to Section 8.15, 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 8.1211.2, all payments received by the Lenders upon the Notes and the other Obligations and all proceeds of any collateral held by the Administrative Agent which secures any of the 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 Credit Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit Loan Documents, (c) then to all the Administrative Agent's fees and Issuing Lender's fees then due and payable, (d) then to all commitment fees and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swing Line Note Swingline Notes to the Swing Line Swingline Lender, (f) then to the principal amount outstanding under the Swing Line Note Swingline Notes to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Revolving Credit 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 outstanding under the Syndicated Notes and Revolving Credit Notes, the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or any Agent (which such Hedging Agreement is permitted or required hereunder) (pro rata in accordance with all such amounts due), (i) and then to the cash collateral account described in Section 8.12(b11.2(b) to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, 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 8.1211.02, ------------- 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 Credit Documentshereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit 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 Swing Line Swingline Note to the Swing Line Swingline Lender, (f) then to the unpaid principal amount outstanding under the Swing Line Swingline Note to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Working Capital Notes, the Acquisition 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 Syndicated Notes Working Capital Notes, the Acquisition Notes, the Reimbursement Obligations and Reimbursement Obligation obligations under Hedging Agreements (pro rata in accordance with all such amounts due), (i) and then to the cash collateral account described in Section 8.12(b11.02(b) to the extent ---------------- of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, 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 8.1212.2, 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 Credit Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit 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 Swing Line Swingline Note to the Swing Line Swingline Lender, (f) then to the principal amount outstanding under the Swing Line Swingline Note to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Notes and other 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 Syndicated other Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due), (i) and then to the cash collateral account described in Section 8.12(b12.2(b) hereof to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, in that order.

Crediting of Payments and Proceeds. In the event that Borrower the ---------------------------------- Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 8.1211.2, 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 Borrower the Borrowers hereunder and under the other Credit Loan Documents, (b) then to all indemnity obligations then due and payable by Borrower the Borrowers hereunder and under the other Credit 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 Swing Line Swingline Note to the Swing Line Swingline Lender, (f) then to the principal amount outstanding under the Swing Line Swingline Note to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Revolving Credit 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 Syndicated Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due)Obligation, (i) then to the cash collateral account described in Section 8.12(b11.2(b) hereof to the extent of any L/C Obligations then outstanding outstanding, and (j) then to the ratable payment of any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderother outstanding Obligations, 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 8.1211.2, 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 Credit Documentshereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit 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 Swing Line Swingline Note to the Swing Line Swingline Lender, (f) then to the principal amount outstanding under the Swing Line Swingline Note to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Notes and accrued and unpaid interest on Revolving Credit Notes, 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), (h) then to the principal amount of the Syndicated Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due), (i) and then to the cash collateral account described in Section 8.12(b11.2(b) hereof to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, 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 8.12due, 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 Credit Loan Documents, (b) then then, to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit Loan Documents, (c) then then, to all 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 Swing Line Note Loans to the Swing Line Lender, (f) then then, to the principal amount outstanding under the Swing Line Note Loans to the Swing Line Lender, (g) then then, to accrued and unpaid interest on the Syndicated Notes fees and accrued and unpaid interest on the other Loans, on the Reimbursement Obligation and on any Treasury Management Obligations, Hedging Obligations and Existing Hedging Obligations then due and payable (pro rata in accordance with all such amounts due), (h) then then, to the principal amount of the Syndicated 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 8.12(b) 2.20.4 to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, 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 8.12Article 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 Credit Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit Loan Documents, (c) then to all Agent's ’s and Issuing Lender's Bank’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 Swing Line Note Swingline Loan to the Swing Line Swingline Lender, (f) then to the principal amount outstanding under the Swing Line Note Swingline Loans to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Notes and Revolving Loans, 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 (hincluding any termination payments and any accrued and unpaid interest thereon) then to the principal amount of the Syndicated Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due), (i) then to the cash collateral account described in Section 8.12(b2.23(g) hereof to the extent of any L/C Obligations then outstanding and outstanding, (j) then to any obligations of Borrower accrued and unpaid interest on the Competitive Bid Loans, and (k) then to the principal amount outstanding under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderthe Competitive Bid Loans, 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 8.1211.2, 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 Credit Documentshereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit Documentshereunder, (c) then to all 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 Swing Line Note to the Swing Line LenderSwingline Note, (f) then to the principal amount outstanding under the Swing Line Note to the Swing Line LenderSwingline Note, (g) then to accrued and unpaid interest on the Syndicated Revolving Credit Notes and accrued and unpaid interest on the Reimbursement Obligation any termination payments due in respect of a Hedging Agreement with any Lender (pro rata in accordance with all such amounts due), (h) then to the principal amount of outstanding under the Syndicated Revolving Credit Notes, then to accrued and unpaid interest on the Competitive Bid Notes, then to the principal amount outstanding under the Competitive Bid Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due), (i) then to the cash collateral account described in Section 8.12(b11.2(b) hereof to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, in that order.

Crediting of Payments and Proceeds. In the event that Borrower the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 8.1213.2, 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 Borrower the Borrowers hereunder and under the other Credit Loan Documents, (b) then to all indemnity obligations then due and payable by Borrower the Borrowers hereunder and under the other Credit Loan Documents, (c) then to all AgentAgents,' 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 Swing Line Swingline Note to the Swing Line LenderSwingline Lender 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 Swing Line Swingline Note to the Swing Line LenderSwingline Lender 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 Syndicated Notes 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 Syndicated 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 8.12(b13.2(b) to the extent of any L/C Obligations then outstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderoutstanding, 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 8.1211.2, then during the continuance of any such Event of Default all payments received by the Lenders Administrative Agent or any Lender 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 Credit Documentshereunder, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under the other Credit Documentshereunder, (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 accrued and unpaid interest on the Swing Line Swingline Note to the Swing Line Swingline Lender, (f) then to the principal amount outstanding under the Swing Line Swingline Note to the Swing Line Swingline Lender, (g) then to accrued and unpaid interest on the Syndicated Notes and accrued and unpaid interest on Revolving Credit Notes, the 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), (h) then to the principal amount of outstanding under the Syndicated Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due)Revolving Credit Notes, (i) then to the cash collateral account described in Section 8.12(b11.2(b) hereof to the extent of any L/C Obligations then outstanding and (j) outstanding, then to any obligations of Borrower accrued and unpaid interest on the Competitive Bid Notes and then to the principal amount outstanding under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lenderthe Competitive Bid Notes, in that order.