Common use of Crediting of Payments and Proceeds Clause in Contracts

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all facility and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes, the Competitive Bid Notes and the Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount of the Revolving Credit Notes, the Competitive Bid Notes and Reimbursement Obligation and then to the cash collateral account described in Section 11.2(b) to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all 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 first to all expenses then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, then to all indemnity obligations then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, then to all the Administrative Agent's fees and Issuing Lender's fees then due and payable, then to all facility commitment fees and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note Notes to the Swingline Lender, then to the principal amount outstanding under the Swingline Note Notes to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes, the Competitive Bid Notes and the Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount of outstanding under the Revolving Credit Notes, the Competitive Bid Notes and Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or any Agent (which such Hedging Agreement is permitted or required hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 11.2(b) to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower ---------------------------------- Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunderBorrowers hereunder and under the Loan Documents, then to all indemnity obligations then due and payable by the Borrower hereunderBorrowers hereunder and under the Loan Documents, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all facility commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes, the Competitive Bid Notes and the Reimbursement Obligation (pro rata in --- ---- accordance with all such amounts due), then to the principal amount of the Revolving Credit Notes, the Competitive Bid Notes and Reimbursement Obligation and Obligation, then to the cash collateral account described in Section 11.2(b) hereof to the extent of any L/C Obligations then outstanding, and then to the ratable payment of any other 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 11.211.02, ------------- all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all facility and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the unpaid principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Working Capital Notes, the Competitive Bid Acquisition Notes and the Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount of the Revolving Credit Working Capital Notes, the Competitive Bid Notes Acquisition Notes, the Reimbursement Obligations and Reimbursement Obligation obligations under Hedging Agreements (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 11.2(b11.02(b) to the extent ---------------- of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.212.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, then to all indemnity obligations then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all facility commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit other Notes, the Competitive Bid Notes accrued and unpaid interest on the Reimbursement Obligation and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon ) (pro rata in accordance with all such amounts due), then to the principal amount of the Revolving Credit Notes, the Competitive Bid other Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 11.2(b12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section SECTION 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all facility and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the unpaid principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit NotesNotes (applied first to Liquidity Loans and then to other Revolving Credit Loans), the Competitive Bid Acquisition Notes and the Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount of the Revolving Credit Notes, the Competitive Bid Acquisition Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section SECTION 11.2(b) to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2, 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 first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all facility and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes, the Competitive Bid Notes and the Reimbursement Obligation 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 outstanding under the Revolving Credit Notes, the Competitive Bid Notes and Reimbursement Obligation and then to the cash collateral account described in Section 11.2(b) hereof to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes and then to the principal amount outstanding under the Competitive Bid Notes, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all facility commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes, the Competitive Bid Notes and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.1 (pro rata in accordance with all such amounts due), then to the principal amount of the Revolving Credit Notes, the Competitive Bid Notes and Reimbursement Obligation 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 the ---------------------------------- Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all facility commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes, the Competitive Bid Notes and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.1 (pro rata in accordance with --- ---- all such amounts due), then to the principal amount of the Revolving Credit Notes, the Competitive Bid Notes and Reimbursement Obligation 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 the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.28.12, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied applied: (a) first to all expenses then due and payable by Borrower hereunder and under the Borrower hereunderother Credit Documents, (b) then to all indemnity obligations then due and payable by Borrower hereunder and under the Borrower hereunderother 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 facility commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Swing Line Note to the Swingline Swing Line Lender, (f) then to the principal amount outstanding under the Swingline Swing Line Note to the Swingline Swing Line Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes, the Competitive Bid 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 Revolving Credit Syndicated Notes, the Competitive Bid Notes and 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 11.2(b8.12(b) to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.211.02, ------------- all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all facility and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the unpaid principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit 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 Competitive Bid Permitted Acquisition Notes and the Reimbursement Obligation Obligations (pro rata in accordance with all such amounts due), then to the principal amount of the Revolving Credit Working Capital Notes, the Competitive Bid Notes Permitted Acquisition Notes, the Reimbursement Obligations and Reimbursement Obligation obligations under Hedging Agreements (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 11.2(b11.02(b) to the extent of any L/C --------------- Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied applied: (a) first to all expenses then due and payable by the Borrower hereunderBorrowers hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunderBorrowers hereunder and under the other Loan Documents, (c) then to all Administrative Agent's and Issuing Lender's fees then due and payable, (d) then to all facility commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, (f) then to the principal amount outstanding under the Swingline Note to the Swingline Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes, the Competitive Bid 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, the Competitive Bid 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 11.2(b) and Section 11.2(c) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section SECTION 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all facility and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the unpaid principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes, the Competitive Bid Acquisition Notes and the Reimbursement Obligation Obligations (pro rata in accordance with all such amounts due), then to the principal amount of the Revolving Credit Notes, the Competitive Bid Notes 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) and then to the cash collateral account described in Section 11.2(bSECTION 11.2(B) to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all facility commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes, the Competitive Bid Notes and the Reimbursement Obligation 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 Revolving Credit Notes, the Competitive Bid Notes and Reimbursement Obligation 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 the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all facility commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the principal amount outstanding under the Swingline Note to the Swingline Lender, 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 Revolving Credit Notes, the Competitive Bid Notes and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.1 (pro rata in accordance with all such amounts due), then to the principal amount of the Revolving Credit Notes, the Competitive Bid Notes and Reimbursement Obligation and Obligation, then to the cash collateral account described in Section 11.2(b) to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes and then to the principal amount outstanding under any Competitive Bid Notes (in inverse order of maturity) in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2, all payments received by the Lenders upon on the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all facility commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes, the Competitive Bid Notes and the Reimbursement Obligation 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 outstanding under the Revolving Credit Notes, the Competitive Bid Notes and Reimbursement Obligation and Obligation, then to the cash collateral account described in Section 11.2(b) hereof to the extent of any L/C Letter of Credit Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes and then to the principal amount outstanding under the Competitive Bid Notes, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower ---------------------------------- Borrowers shall fail to pay any of the Obligations when due and the Obligations have been * = greater than or equal to ** = less than accelerated pursuant to Section 11.212.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all facility commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder on the Swingline Note Notes to the Swingline Lender, then to the principal amount outstanding under the Swingline Note Notes to the Swingline Lender, then to accrued and but unpaid interest on the Revolving Credit other Notes, the Competitive Bid Notes and 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 Revolving Credit Notes, the Competitive Bid other Notes and Reimbursement Obligation (pro rata --- ---- in accordance with all such amounts due) and then to the cash collateral account described in Section 11.2(b12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2Article VII, all payments received by the Lenders upon the Notes Loans and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied applied: (a) first to all expenses then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (c) then to all Administrative Agent's ’s and Issuing Lender's Bank’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 Swingline Note Loan to the Swingline Lender, (f) then to the principal amount outstanding under the Swingline Note Loans to the Swingline Lender, (g) then to accrued and unpaid interest on the Revolving Credit NotesLoans, accrued and unpaid interest on the Competitive Bid Notes and Reimbursement Obligation, (h) then to the principal amount of the Revolving Loans, Reimbursement Obligation (pro rata in accordance with all such amounts due) and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due), then to the principal amount of the Revolving Credit Notes, the Competitive Bid Notes and Reimbursement Obligation and (i) then to the cash collateral account described in Section 11.2(b2.23(g) hereof to the extent of any L/C Obligations then outstanding, (j) then to accrued and unpaid interest on the Competitive Bid Loans, and (k) then to the principal amount outstanding under the Competitive Bid Loans, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied applied: (a) first to all expenses then due and payable by the Borrower hereunderBorrowers hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunderBorrowers hereunder and under the other Loan Documents, (c) then to all Administrative Agent's and Issuing Lender's fees then due and payable, (d) then to all facility commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, (f) then to the principal amount outstanding under the Swingline Note to the Swingline Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes, the Competitive Bid 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, the Competitive Bid Notes and Reimbursement Obligation 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 Cash Collateral Account described in Section 11.2(b) and Section 11.2(c) hereof to the extent of any L/C Obligations under New Letters of Credit and the Existing Letter of Credit then outstanding, in that order.