Common use of Crediting of Payments and Proceeds Clause in Contracts

Crediting of Payments and Proceeds. In the event that Co-Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 10.2, 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 distributed pro rata among the Revolver Facility and shall be further applied among the Administrative Agent, Issuing Bank and such Lenders first, to all Administrative Agent's fees and expenses then due and payable, then to all other expenses then due and payable by the Co-Borrowers hereunder, then to all indemnity obligations then due and payable by the Co-Borrowers hereunder, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Notes (pro rata in accordance with all such amounts due), then to the principal amount of the Notes, in that order.

Crediting of Payments and Proceeds. In the event that Co-Borrowers the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 10.28.2, 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 distributed pro rata among the Revolver Facility and shall be further applied among the Administrative Agent, Issuing Bank and such Lenders first, applied: (a) first to all Administrative Agent's fees and expenses then due and payable, then to all other expenses then due and payable by the Co-Borrowers hereunderBorrower hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Co-Borrowers hereunderBorrower hereunder and under the other Loan Documents, (c) then to all commitment and other Administrative Agent’s fees and commissions then due and payable, (d) then to accrued and unpaid interest on the Notes Loans, accrued and unpaid interest on any Hedging Obligations (pro rata including any termination payments and any accrued and unpaid interest thereon) (in accordance with all such amounts duethe Ratable Shares of the Lenders), and (e) then to the principal amount of the Notes, Loans (in that orderaccordance with the Ratable Shares of the Lenders).

Crediting of Payments and Proceeds. In the event that Co-Borrowers the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 10.211.2, all payments received by the Lenders Lender upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be distributed pro rata among the Revolver Facility and shall be further applied among the Administrative Agent, Issuing Bank and such Lenders first, first to all Administrative Agent's fees and expenses then due and payable, then to all other expenses then due and payable by the Co-Borrowers Borrower hereunder, then to all indemnity obligations then due and payable by the Co-Borrowers Borrower hereunder, then to all the Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Notes Notes, the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with the Lender (pro rata PRO RATA in accordance with all such amounts due), then to the principal amount of the NotesNotes and Reimbursement Obligation, then to the cash collateral account described in Section 11.2(b) hereof to the extent of any Letter of Credit Obligations then outstanding, then to the principal amount of the Acceptances, in that order.

Crediting of Payments and Proceeds. In the event that Co-Borrowers any Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 10.2, 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 distributed pro rata among the Revolver Facility and the Term Loan and shall be further applied among the Administrative Agent, Issuing Bank Agent and such Lenders first, to all Administrative Agent's fees and expenses then due and payable, then to all other expenses then due and payable by the Co-Borrowers hereunder, then to all indemnity obligations then due and payable by the Co-Borrowers hereunder, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Notes Obligations and any termination payments due in respect of a Hedging Agreement with any Lender (pro rata in accordance with all such amounts due), then to the principal amount of the NotesObligations, in that order. (g) Section 10.1 of the Credit Agreement is amended by adding a new clause (p) and clause (q) to the end thereof to read in their entirety as follows:

Crediting of Payments and Proceeds. In the event that Co-Borrowers the ---------------------------------- Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 10.211.2, all payments received by the Lenders Lender upon the Notes Note and the other Obligations and all net proceeds from the enforcement of the Obligations shall be distributed pro rata among the Revolver Facility and shall be further applied among the Administrative Agent, Issuing Bank and such Lenders first, first to all Administrative Agent's fees and expenses then due and payable, then to all other expenses then due and payable by the Co-Borrowers Borrower hereunder, then to all indemnity obligations then due and payable by the Co-Borrowers Borrower hereunder, then to all fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Notes (pro rata Note and any termination payments due in accordance respect of a Hedging Agreement with all such amounts due)Lender or any of its Affiliates, then to the principal amount of the NotesNote and Reimbursement Obligations and then to the cash collateral account described in Section 11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that Co-the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 10.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be distributed pro rata among the Revolver Facility and shall be further applied among the Administrative Agent, Issuing Bank and such Lenders first, applied: (a) first to all Administrative Agent's fees and expenses then due and payable, then to all other expenses then due and payable by the Co-Borrowers hereunderhereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Co-Borrowers hereunderhereunder and under the other Loan Documents, (c) then to all commitment and other Administrative Agent's fees and commissions then due and payable, (d) then to all other fees then due and payable, (e) then to accrued and unpaid interest on the Notes Term Loans, (e) then to the principal amount of the Term Loans and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) pro rata in accordance with all such amounts due), then to the principal amount of the Notes, in that order.

Crediting of Payments and Proceeds. In the event that Co-Borrowers any ---------------------------------- Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 10.2, 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 distributed pro rata among the Revolver Facility and the Term Loan and shall be further applied among the Administrative Agent, Issuing Bank Agent and such Lenders first, to all Administrative Agent's fees and expenses then due and payable, then to all other expenses then due and payable by the Co-Borrowers hereunder, then to all indemnity obligations then due and payable by the Co-Borrowers hereunder, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Notes and any termination payments due in respect of a Hedging Agreement with any Lender (pro rata in accordance with all such amounts due), then to the principal amount of the Notes, in that order.

Crediting of Payments and Proceeds. In the event that Co-the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 10.212.2(a), all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be distributed pro rata among the Revolver Facility and shall be further applied among the Administrative Agent, Issuing Bank and such Lenders first, applied: (a) first to all Administrative Agent's fees and expenses then due and payable, then to all other expenses then due and payable by the Co-Borrowers hereunderhereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Co-Borrowers hereunderhereunder and under the other Loan Documents, (c) then to all commitment and other fees and commissions then due and payable, (d) then to accrued and unpaid interest on the Notes Notes, accrued and unpaid interest on any Hedging Obligations (including termination payments and any accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due), and (f) then to the principal amount of the Notes, in that order.

Crediting of Payments and Proceeds. In the event that Co-Borrowers shall fail to pay any of the Obligations when due All Mandatory Quarterly Prepayments and the Obligations have been accelerated all Mandatory Proceeds Prepayments pursuant to Section 10.2, all payments 2.2 hereof received by the Lenders upon the Notes and the other Obligations Administrative Agent and all net proceeds from received after the enforcement of the Obligations Termination Date shall be distributed pro rata among applied (i) first, if the Revolver Facility and Termination Date shall be further applied among not have occurred, to fund the Administrative Agent, Issuing Bank and Interest Escrow Account to the extent required to maintain a $1,500,000 balance in such Lenders firstaccount; (ii) second, to all Administrative Agent's fees costs and expenses then due and payable, then to all other expenses then due and payable by the Co-Borrowers hereunderBorrower under this Agreement; (iii) third, then to all indemnity obligations then due and payable by the Co-Borrowers hereunderBorrower under this Agreement, then the Original Credit Agreement or the Bridge Loan Agreement; (iv) fourth, to all commitment Administrative Agent's fees and all commitment, modification and other fees and commissions then due and payablepayable by Borrower under this Agreement; (v) fifth, then if the Termination Date shall have occurred, to accrued and unpaid interest on the Notes; and (vi) sixth, to the principal amount of the Notes (pro rata all such amounts to be allocated PRO RATA in accordance with all such amounts due), then to the principal amount of the Notes, in that order.

Crediting of Payments and Proceeds. In the event that Co-Borrowers the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 10.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be distributed pro rata among the Revolver Facility and shall be further applied among the Administrative Agent, Issuing Bank and such Lenders first, first to all Administrative Agent's fees and expenses then due and payable, then to all other expenses then due and payable by the Co-Borrowers Borrower hereunder, then to all indemnity obligations then due and payable by the Co-Borrowers Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Notes 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), then to the principal amount of the Notes, in that order.Notes and Reimbursement Obligation and then to

Crediting of Payments and Proceeds. In the event that Co-Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 10.2, 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 distributed pro rata among the Revolver Facility and shall be further applied among the Administrative Agent, Issuing Bank Agent and such Lenders first, to all Administrative Agent's fees and expenses then due and payable, then to all other expenses then due and payable by the Co-Borrowers hereunder, then to all indemnity obligations then due and payable by the Co-Borrowers hereunder, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Notes (pro rata in accordance with all such amounts due), then to the principal amount of the Notes, in that order.

Crediting of Payments and Proceeds. In the event that Co-the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 10.28.2, 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 distributed pro rata among the Revolver Facility and shall be further applied among the Administrative Agent, Issuing Bank and such Lenders first, applied: (a) first to all Administrative Agent's fees and expenses then due and payable, then to all other expenses then due and payable by the Co-Borrowers hereunderhereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Co-Borrowers hereunderhereunder and under the other Loan Documents, (c) then to all commitment Administrative Agent’s fees then due and payable, (d) then to all facility and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Revolving Credit Notes (pro rata in accordance with all such amounts due), (f) then to the principal amount of the NotesRevolving Credit Notes (pro rata in accordance with all such amounts due), (g) then to accrued and unpaid interest on any Competitive Bid Note, and (h) then, in that orderinverse order of maturity, to the principal amount outstanding under any Competitive Bid Notes.

Crediting of Payments and Proceeds. In the event that Co-Borrowers the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 10.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be distributed pro rata among the Revolver Facility and shall be further applied among the Administrative Agent, Issuing Bank and such Lenders first, first to all Administrative Agent's fees and expenses then due and payable, then to all other expenses then due and payable by the Co-Borrowers hereunderBorrower under this Agreement, then to all indemnity obligations then due and payable by the Co-Borrowers hereunderBorrower under this Agreement, then to all Agent's fees then due and payable by Borrower under this Agreement, then to all commitment and other fees and commissions then due and payablepayable by Borrower under this Agreement, then to accrued and unpaid interest on the Notes Notes, and any termination payments due from Borrower in respect of a Hedging Agreement with any Lender (pro rata in accordance with all such amounts due), and then to the principal amount of the Notes, in that order.