Common use of Crediting of Payments and Proceeds Clause in Contracts

Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to Section 11.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by the Lenders upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied as follows: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, constituting accrued and unpaid interest on the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, constituting unpaid principal of the Term Loans, ratably among the Lenders, in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law.

Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to Section 11.2 9.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by the Lenders upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied as followsapplied: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amountsamounts (other than principal and interest), including attorney reasonable and documented attorney’s fees, payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, reasonable and documented attorney’s fees (ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them); Third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting accrued and unpaid interest on the Term Loans, Loans (ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them); Fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting unpaid principal of the Term Loans, ratably among the Lenders, in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.

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 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document9.2, all payments received by the Lenders (and in the case of Hedge Agreements and Treasury Management Agreements, Affiliates of Lenders) upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied as followsapplied: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Banks in their respective capacities as such and the Swingline Lender in its capacity as such (ratably among the Administrative Agent and the Issuing Banks in proportion to the respective amounts described in this clause First payable to them); Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan DocumentsLenders, including attorney fees, fees (ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them); Third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting accrued and unpaid interest on the Term LoansLoans and LC Borrowings and any Hedging Obligations (including any accrued and unpaid interest thereon, but excluding any termination payments paid pursuant to clause Fourth) (ratably among the Lenders (and, in the case of Hedging Obligations, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, constituting unpaid principal of the Term Loans, ratably among the Lenders, in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law.);

Crediting of Payments and Proceeds. In the event that the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document11.2, all payments received by the Lenders upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied as followsapplied: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan DocumentsLenders, including attorney fees, fees (ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them); Third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting accrued and unpaid interest on the Term Loans, Loans and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) (ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them); Fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting unpaid principal of the Term Loans, Loans (ratably among the Lenders, Lenders in proportion to the respective amounts described in this clause Fourth payable to held by them); and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Applicable Law.

Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to Section 11.2 8.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by on account of the Lenders upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied by the Administrative Agent as follows: First: (A) first, to payment of that portion of the Secured Obligations constituting fees, losses, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent under the Loan Documents in its capacity as such; Second; (B) second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second second payable to them; Third; (C) third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting accrued and unpaid interest on the Term Loans, Loans ratably among the Lenders in proportion to the respective amounts described in this clause Third third payable to them; Fourth; (D) fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting unpaid principal of the Term Loans, Loans ratably among the Lenders, Lenders in proportion to the respective amounts described in this clause Fourth fourth payable to them; and Lastand (E) last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.

Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to Section 11.2 10.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by the Administrative Agent and the Lenders upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied as followsapplied: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, fees (ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them); Third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting accrued and unpaid interest on the Term Loans, Loans (ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them); Fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting unpaid principal of the Term Loans, Loans (ratably among the Lenders, Lenders in proportion to the respective amounts described in this clause Fourth payable to held by them); and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.

Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to Section 11.2 or the Administrative any Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by the Lenders upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied as followsapplied: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative each Agent in its capacity as suchAdministrative Agent or Collateral Agent, in the amounts described in this clause First payable to it; Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting accrued and unpaid interest on the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting unpaid principal of the Term LoansLoans and payment obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth payable to held by them; and LastFifth, the balance, if any, after all of the Secured Obligations have been paid Paid in fullFull, to the Borrower or as otherwise required by Applicable applicable Law.

Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to Section 11.2 8.1 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by on account of the Lenders upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall shall, subject to the provisions of Section 4.15, be applied by the Administrative Agent as follows: First, to payment of that portion of the Secured Obligations constituting feesfees (other than Ticking Fees payable to the Lenders), indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting accrued and unpaid Ticking Fees payable to the Lenders and interest on the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting unpaid principal of the Term Loans, Loans ratably among the Lenders, holders of such obligations in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law.

Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to Section 11.2 8.01 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by on account of the Lenders upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied by the Administrative Agent as follows: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting accrued and unpaid interest on the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting the unpaid principal Principal Amount of the Term Loans, ratably among the Lenders, Lenders in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Lawlaw.

Crediting of Payments and Proceeds. In the event that the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document10.2, all payments received by the Administrative Agent and the Lenders upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied as followsapplied: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as suchsuch and each Issuing Bank in its capacity as such (ratably among the Administrative Agent and such Issuing Banks in proportion to the respective amounts described in this clause First payable to them); Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan DocumentsLenders, including attorney fees, fees (ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them); Third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting accrued and unpaid interest on the Term Loans, Loans and Reimbursement Obligations and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) (ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, constituting unpaid principal of the Term Loans, ratably among the Lenders, in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law.);

Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to Section 11.2 8.1 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by on account of the Lenders upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall shall, subject to the provisions of Section 4.15, be applied by the Administrative Agent as follows: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting accrued and unpaid interest on the Term Loans, Loans ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting unpaid principal of the Term Loans, Loans ratably among the Lenders, holders of such obligations in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law.

Crediting of Payments and Proceeds. In the event ---------------------------------- that the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document12.2, all payments received by the Lenders upon the Secured Notes and the other Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied as follows: Firstfirst to all expenses then due and payable by the Borrowers hereunder, then to payment of that portion of all indemnity obligations then due and payable by the Secured Obligations constituting feesBorrowers hereunder, indemnitiesthen to all Administrative Agent's and Issuing Lender's fees then due and payable, expenses then to all commitment and other amountsfees and commissions then due and payable, including attorney fees, payable then to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, constituting accrued and unpaid interest hereunder on the Term Loans, ratably among the Lenders in proportion Swingline Notes to the respective Swingline Lender, then to the principal amount outstanding under the Swingline Notes to the Swingline Lender, then to accrued but unpaid interest on the 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), then to the principal amount of the other Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and then to the --- ---- cash collateral account described in this clause Third payable Section 12.2(b) hereof to them; Fourth, to payment the extent of that portion of the Secured Obligations, to be shared on a pro rata basis, constituting unpaid principal of the Term Loans, ratably among the Lendersany L/C Obligations then outstanding, in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Lawthat 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 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by the Lenders upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied as followsapplied: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as suchsuch (ratably among the Administrative Agent in proportion to the respective amounts described in this clause First payable to it); Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, fees (ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them); Third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting accrued and unpaid interest on the Term Loans, Loan (ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them); Fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting unpaid principal of the Term Loans, Loan (ratably among the Lenders, Lenders in proportion to the respective amounts described in this clause Fourth payable to held by them); and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.. 82

Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to Section 11.2 9.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by the Lenders upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied as followsapplied: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amountsamounts (other than principal and interest), including reasonable and documented attorney feesfees that are required to be paid by the Borrower pursuant to this Agreement, payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including reasonable and documented attorney fees, fees that are required to be paid by the Borrower pursuant to this Agreement (ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them); Third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting accrued and unpaid interest on the Term Loans, Loans (ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them); Fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting unpaid principal of the Term Loans, Loans (ratably among the Lenders, Lenders in proportion to the respective amounts described in this clause Fourth payable to held by them); and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.

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 11.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document12.2, all payments received by the Lenders upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied as followsapplied: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses fees and other amountsexpenses, including attorney fees, payable to the Administrative Agent in its capacity as suchsuch and the Issuing Lender in its capacity as such (ratably among the Administrative Agent and the Issuing Lender in proportion to the respective amounts described in this clause First payable to them); Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting fees, indemnities and other amounts (other than principal and interest) fees payable to the Lenders under the Loan Documents(excluding any commitment fees and Letters of Credit fees), including attorney fees, fees (ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them); Third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting accrued and unpaid interest on the Term LoansLoans and Reimbursement Obligations, regularly scheduled payments with respect to Hedging Obligations (excluding, for the avoidance of doubt, termination payments thereon) and any commitment fees and Letters of Credit fees (ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, constituting unpaid principal of the Term Loans, ratably among the Lenders, in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law.);

Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to Section 11.2 8.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by on account of the Lenders upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied by the Administrative Agent as follows: First: (A) first, to payment of that portion of the Secured Obligations constituting fees, losses, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent under the Loan Documents in its capacity as such; Second; (B) second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second second payable to them; Third; (C) third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting accrued and unpaid interest on the Term Loans, Loans ratably among the Lenders in proportion to the respective amounts described in this clause Third third payable to them; ; (D) Fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting unpaid principal of the Term Loans, Loans ratably among the Lenders, Lenders in proportion to the respective amounts described in this clause Fourth fourth payable to them; and Lastand (E) last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.

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 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document12.2, all payments received by the Lenders upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied as followsapplied: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan DocumentsLenders, including attorney fees, fees (ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them); Third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting accrued and unpaid interest on the Term Loans, Loans (ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them); Fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting unpaid principal of the Term Loans, Loans (ratably among the Lenders, Lenders in proportion to the respective amounts described in this clause Fourth payable to held by them); and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.

Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to Section 11.2 10.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by the Lenders upon on account of the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall shall, subject to Section 5.15, and the provisions of the Pari Passu Intercreditor Agreement and the Junior Lien Credit Agreement, be applied by the Administrative Agent as follows: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting accrued and unpaid interest on the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting unpaid principal of the Term Loans, Loans ratably among the Lenders, Lenders in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.

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 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document11.2, all payments received by the Lenders upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied as followsapplied: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as suchsuch and the Issuing Lender in its capacity as such (ratably among the Administrative Agent and the Issuing Lender in proportion to the respective amounts described in this clause First payable to them); Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan DocumentsLenders, including attorney fees, fees (ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them); Third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting accrued and unpaid interest on the Term Loans, Loans and Reimbursement Obligations and any Bank Product Debt (ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them); Fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting unpaid principal of the Term Loans, Reimbursement Obligations or any Bank Product Debt (including any termination payments thereon) (ratably among the Lenders, Lenders in proportion to the respective amounts described in this clause Fourth payable held by them); Fifth, to themthe Administrative Agent for the account of the Issuing Lender, to cash collateralize any L/C Obligations then outstanding; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.

Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to Section 11.2 8.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by on account of the Lenders upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall shall, subject to the Intercreditor Agreements, be applied by the Administrative Agent as follows: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting accrued and unpaid interest on the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting unpaid principal of the Term Loans, ratably among the Lenders, Lenders in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable LawLaw or the Intercreditor Agreements.

Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to Section 11.2 8.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by the Lenders upon the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied as followsapplied: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Lender in its capacity as such (ratably among the Administrative Agent, the Issuing Lender and Swing Line Lender in proportion to the respective amounts described in this clause First payable to them); Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, fees (ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them); Third, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, Obligations constituting accrued and unpaid interest on the Term Loans, Loans and Reimbursement Obligations (ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, constituting unpaid principal of the Term Loans, ratably among the Lenders, in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law.);

Crediting of Payments and Proceeds. In the event that the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document11.2, all payments received by the Lenders upon the Secured Notes and the other Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied as followsapplied: First, (a) first to payment of that portion of all expenses then due and payable by the Secured Obligations constituting fees, indemnities, expenses Borrowers hereunder and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the other Loan Documents, including attorney fees(b) then to all indemnity obligations then due and payable by the Borrowers hereunder and under the other Loan Documents, ratably among the Lenders in proportion (c) then to the respective amounts described in this clause Second payable all Administrative Agent's and Issuing Lender's fees then due and payable, (d) then to them; Thirdall commitment and other fees and commissions then due and payable, (e) then to payment of that portion of the Secured Obligations, to be shared on a pro rata basis, constituting accrued and unpaid interest on the Term Loans, ratably among the Lenders in proportion Swingline Note to the respective 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), (h) then to the principal amount of the Revolving Credit Notes and Reimbursement Obligations (pro rata in accordance with all such amounts due), (i) then to any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) and (j) then to the Cash Collateral Account described in this clause Third payable Section 11.2(b) and Section 11.2(c) hereof to them; Fourth, to payment the extent of that portion any L/C Obligations under New Letters of Credit and the Secured Obligations, to be shared on a pro rata basis, constituting unpaid principal Existing Letter of the Term Loans, ratably among the LendersCredit then outstanding, in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Lawthat order.