Common use of Crediting of Payments and Proceeds Clause in Contracts

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, 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 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 first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all other expenses then due and payable by the Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrowers hereunder, then to all 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 Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit Notes and Reimbursement Obligation and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, 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 applied applied: (a) first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, (c) then to all Administrative Agent’s and Issuing Lender’s fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, (f) then to the principal amount outstanding under the Swingline Note to the Swingline Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes, accrued and unpaid interest on the Reimbursement Obligation and any Hedging Obligations (including any termination payments due in respect of a Hedging Agreement with and any Lender permitted pursuant to Section 10.13 accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due), (h) then to the aggregate outstanding principal amount of the Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.02, 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 Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all other expenses then due and payable by the Borrowers Borrower hereunder, then to all indemnity obligations then due and payable by the Borrowers Borrower hereunder, then to all commitment Administrative Agent’s fees then due and other payable, then to all 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 Permitted Acquisition Notes and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 Obligations (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit Notes Working Capital Notes, the Permitted Acquisition Notes, the Reimbursement Obligations and Reimbursement Obligation obligations under Hedging Agreements (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b11.02(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, 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 applied applied: (a) first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, (c) then to all Administrative Agent's and Issuing Lender's fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Note to the Swingline LenderLender and the Alternative Currency Note to the Alternative Currency Lender (pro rata in accordance with all such amounts due), (f) then to the principal amount outstanding under the Swingline Note to the Swingline LenderLender and the Alternative Currency Note to the Alternative Currency Lender (pro rata in accordance with all such amounts due), (g) then to accrued and unpaid interest on the Revolving Credit Notes, accrued and unpaid interest on the Reimbursement Obligation and any Hedging Obligations (including any termination payments due in respect of a Hedging Agreement with and any Lender permitted pursuant to Section 10.13 accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due), (h) then to the aggregate outstanding principal amount of the Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2Article VII, all payments received by the Lenders upon the Notes Loans and the other Obligations and all net proceeds from the enforcement of the Obligations (in each case, exclusive of all Excluded Swap Obligations) shall be applied applied: (a) first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower hereunder 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 the accrued and unpaid interest on the Swingline Note Loan to the Swingline Lender, (f) then to the principal amount outstanding under the Swingline Note Loans to the Swingline Lender, (g) then pro rata to accrued and unpaid interest on the Revolving Credit Notes, the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 Loans (pro rata in accordance with all such amounts due), and (h) then pro rata to (i) the aggregate outstanding principal amount of the Revolving Credit Notes Loans (pro rata in accordance with all such amounts due), (ii) any Hedging Obligations (including any termination payments and Reimbursement Obligation any accrued and then to the cash collateral account described unpaid interest thereon) (pro rata in Section 12.2(baccordance with all such amounts due) hereof to the extent of and (iii) any L/C Cash Management Obligations then outstanding, (including any principal amounts and any accrued and unpaid interest thereon) (pro rata in that orderaccordance with all such amounts due).

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any Borrower the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, 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 applied applied: (a) first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderhereunder and under the other Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderhereunder and under the other Loan Documents, (c) then to all Administrative Agent's and Issuing Lender's fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, (f) then to the principal amount outstanding under the Swingline Note to the Swingline Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes, accrued and unpaid interest on the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), (h) then to the aggregate outstanding principal amount of the Revolving Credit 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 12.2(b11.2(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.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, 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 Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all Borrower hereunder and under the other expenses then due and payable by the Borrowers hereunderLoan Documents, then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower hereunder 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 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 and the Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount outstanding under the 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 pursuant to Section 10.13 or required hereunder) (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit Notes and Reimbursement Obligation ) and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 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 first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all Borrower hereunder and under the other expenses then due and payable by the Borrowers hereunderLoan Documents, then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, 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 Swingline Note to the Swingline LenderNotes, 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 Reimbursement Obligation and any Hedging Obligations (including any termination payments due in respect of a Hedging Agreement with and any Lender permitted pursuant to Section 10.13 accrued and unpaid interest thereon ) (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless Except as otherwise provided in Section 9(a) of the Security AgreementAgreement with respect to payments made from the proceeds of liquidation or other disposition of any Collateral, in the event that any the Borrower shall fail to pay all or any part of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2due, all payments received by the Agent or the Lenders upon the Notes and the other Obligations and all net proceeds from the any enforcement of the Obligations shall be applied first applied: (a) first, to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderBorrower under the Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder(b) then, then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower under the Loan Documents, (c) then, to all Agent’s fees then due and payable, (d) then, to all commitment and other fees and commissions then due and payable, then (e) then, to accrued and unpaid interest on the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, then (f) then, to the principal amount outstanding under the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, then (g) then, to accrued and unpaid interest on the Revolving Credit Notes, Loans 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 10.13 (pro rata in accordance with all such amounts due), then (h) then, to the aggregate outstanding principal amount of the Revolving Credit Notes and Loans, Reimbursement Obligation and then any Hedging Obligations and Existing Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due) and (i) then, to the cash collateral account described in Section 12.2(b) hereof 2.20.4 to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, 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 applied first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all other expenses then due and payable by the Borrowers Borrower hereunder, then to all indemnity obligations then due and payable by the Borrowers Borrower hereunder, then to all commitment 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 permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit Notes, the Competitive Bid Notes and Reimbursement Obligation and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, 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 applied applied: (a) first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, (c) then to all Administrative Agent’s and Issuing Lender’s fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Note to the Swingline LenderLender and the Alternative Currency Note to the Alternative Currency Lender (pro rata in accordance with all such amounts due), (f) then to the principal amount outstanding under the Swingline Note to the Swingline LenderLender and the Alternative Currency Note to the Alternative Currency Lender (pro rata in accordance with all such amounts due), (g) then to accrued and unpaid interest on the Revolving Credit Notes, accrued and unpaid interest on the Reimbursement Obligation and any Hedging Obligations (including any termination payments due in respect of a Hedging Agreement with and any Lender permitted pursuant to Section 10.13 accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due), (h) then to the aggregate outstanding principal amount of the Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in 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 12.28.12, 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 Administrative Agent's fees and expenses then due and payable by Borrower hereunder and under the Borrowers hereunderother Credit Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by Borrower hereunder and under the Borrowers hereunderother Credit Documents, (c) then to the Administrative Agent's and Issuing Lender's fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Swing Line Note to the Swingline Swing Line Lender, (f) then to the principal amount outstanding under the Swingline Swing Line Note to the Swingline Swing Line Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes, Syndicated Notes and accrued and unpaid interest on the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), (h) then to the aggregate outstanding principal amount of the Revolving Credit Notes and Syndicated Notes, Reimbursement Obligation and any obligations of Borrower under swap agreements (as defined in 11 U.S.C. Section 101) with any Lender, including any termination payments and any accrued and unpaid interest thereon (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 12.2(b8.12(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in 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 12.28.12, 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 Administrative Agent's fees and expenses then due and payable by Borrower hereunder and under the Borrowers hereunderother Credit Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by Borrower hereunder and under the Borrowers hereunderother Credit Documents, (c) then to the Administrative Agent’s and Issuing 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 Swingline Swing Line Note to the Swingline Swing Line Lender, (f) then to the principal amount outstanding under the Swingline Swing Line Note to the Swingline Swing Line Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes, Syndicated Notes and accrued and unpaid interest on the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), (h) then to the aggregate outstanding principal amount of the Revolving Credit Notes and Syndicated Notes, Reimbursement Obligation and any obligations of Borrower under swap agreements (as defined in 11 U.S.C. § 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 12.2(b8.12(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, 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 applied first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all other expenses then due and payable by the Borrowers Borrower hereunder, then to all indemnity obligations then due and payable by the 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 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 Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit Notes 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) and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes, then to the principal amount outstanding under the Competitive Bid Notes, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 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 first applied: (a) first, to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder(b) second, then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, (c) third, to all of the Administrative Agent’s and Issuing Lender’s fees then due and payable, (d) fourth, to all commitment and other fees and commissions then due and payable, then to payable and all accrued and unpaid interest on the Swingline Note to the Swingline LenderNotes, 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 Reimbursement Obligation and accrued and unpaid periodic payments or interest (but not any termination payments due in respect of a settlement amounts) payable under any Hedging Agreement with any Lender permitted pursuant to Section 10.13 Obligations (pro rata in accordance with all such amounts due), then (e) fifth, to the aggregate outstanding principal amount of the Revolving Credit Notes and Reimbursement Obligation and then any settlement amounts payable under any Hedging Obligations (pro rata in accordance with all such amounts due) and (f) sixth, to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any Borrower the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 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 first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all hereunder and under the other expenses then due and payable by the Borrowers hereunderLoan Documents, then to all indemnity obligations then due and payable by the Borrowers hereunderhereunder and under the Loan Documents, then to all of the Administrative Agent's, the Issuing Lenders' 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 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 Reimbursement Obligation and Hedging Obligations (including any termination payments due in respect of a Hedging Agreement with and any Lender permitted pursuant to Section 10.13 accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit Notes and the Reimbursement Obligation and (pro rata in accordance with all such amounts due), then to the cash collateral account described in Section 12.2(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. Unless otherwise provided in the Security Agreement, in In the event that any the ---------------------------------- Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 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 first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all other expenses then due and payable by the Borrowers Borrower hereunder, then to all indemnity obligations then due and payable by the Borrowers Borrower hereunder, then to all commitment 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 permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), then to accrued and unpaid interest on the aggregate outstanding Term Loan Notes, then to the principal amount of the Revolving Credit Notes, the Competitive Bid Notes and Reimbursement Obligation Obligation, then to the principal amount of the Term Loan Notes and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2SECTION 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 Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all other expenses then due and payable by the Borrowers Borrower hereunder, then to all indemnity obligations then due and payable by the Borrowers Borrower hereunder, then to all commitment Administrative Agent's fees then due and other payable, then to all 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, Acquisition Notes and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 Obligations (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit Notes 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) and then to the cash collateral account described in Section 12.2(bSECTION 11.2(B) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2SECTION 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 Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all other expenses then due and payable by the Borrowers Borrower hereunder, then to all indemnity obligations then due and payable by the Borrowers Borrower hereunder, then to all commitment Administrative Agent's fees then due and other payable, then to all 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), Acquisition Notes and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit Notes, the Acquisition Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(bSECTION 11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2Article 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 Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, (c) then to all commitment Agent’s and Issuing 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 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 due in respect of a Hedging Agreement with and any Lender permitted pursuant to Section 10.13 accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit Notes and Reimbursement Obligation and (i) then to the cash collateral account described in Section 12.2(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. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 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 first applied: (a) first, to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, (c) then to all Administrative Agent's and Issuing Lender's fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Note to the Swingline LenderLoans, 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 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 pursuant to Section 10.13 or required hereunder) (pro rata PRO RATA in accordance with all such amounts due), (f) then to the aggregate outstanding principal amount of the Revolving Credit Notes Loans and Reimbursement Obligation (PRO RATA in accordance with all such amounts due) and (g) then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2Article 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 Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower hereunder 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 the accrued and unpaid interest on the Swingline Note Loan to the Swingline Lender, (f) then to the principal amount outstanding under the Swingline Note Loans to the Swingline Lender, (g) then pro rata to accrued and unpaid interest on the Revolving Credit Notes, the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 Loans (pro rata in accordance with all such amounts due), and (h) then pro rata to (i) the aggregate outstanding principal amount of the Revolving Credit Notes Loans (pro rata in accordance with all such amounts due), (ii) any Hedging Obligations (including any termination payments and Reimbursement Obligation any accrued and then to the cash collateral account described unpaid interest thereon) (pro rata in Section 12.2(baccordance with all such amounts due) hereof to the extent of and (iii) any L/C Cash Management Obligations then outstanding, (including any principal amounts and any accrued and unpaid interest thereon) (pro rata in that orderaccordance with all such amounts due).

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, 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 applied first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all other expenses then due and payable by the Borrowers Borrower hereunder, then to all indemnity obligations then due and payable by the Borrowers Borrower hereunder, then to all Agents' and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to the principal and 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 LenderNote, then to accrued and unpaid interest on the Revolving Credit Notes, the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement hedging interest rate risk under this Agreement with any Lender permitted pursuant to Section 10.13 or any Affiliate thereof (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit Notes and Reimbursement Obligation and Obligation, then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then 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 Competitive Bid Notes (in inverse order of maturity) in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.02, ------------- 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 Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all other expenses then due and payable by the Borrowers Borrower hereunder, then to all indemnity obligations then due and payable by the Borrowers Borrower hereunder, then to all commitment Administrative Agent's fees then due and other payable, then to all 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 Permitted Acquisition Notes and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 Obligations (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit Notes Working Capital Notes, the Permitted Acquisition Notes, the Reimbursement Obligations and Reimbursement Obligation obligations under Hedging Agreements (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b11.02(b) hereof to the extent of any L/C --------------- Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event ---------------------------------- that any Borrower the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 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 first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all other expenses then due and payable by the Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrowers 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 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 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 pursuant or required hereunder) (pro rata in accordance with all such amounts --- ---- due), then to Section 10.13 the principal amount of the other Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit Notes and Reimbursement Obligation ) and then to the --- ---- cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any Borrower the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.213.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied applied: (a) first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderhereunder and under the other Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderhereunder and under the other Loan Documents, (c) then to all Agents,' Issuing Lender's and Alternative Currency Lender's fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Note to the Swingline LenderLender and the Alternative Currency Note to the Alternative Currency Lender (pro rata in accordance with all such amounts due), (f) then to the principal amount outstanding under the Swingline Note to the Swingline Lender, then Lender and the Alternative Currency Note to accrued and unpaid interest on the Revolving Credit Notes, the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Alternative Currency Lender permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), (g) then to accrued and unpaid interest on the 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 aggregate outstanding principal amount of the Revolving Credit other Loans and Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 12.2(b13.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, 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 applied first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all other expenses then due and payable by the Borrowers Borrower hereunder, then to all indemnity obligations then due and payable by the 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 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 Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender (which such Hedging Agreement is permitted pursuant to Section 10.13 or required hereunder) (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit Notes and Reimbursement Obligation and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, 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 applied first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all other expenses then due and payable by the Borrowers Borrower hereunder, then to all indemnity obligations then due and payable by the 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 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 Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 10.1 (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit Notes and Reimbursement Obligation and Obligation, then to the cash collateral account described in Section 12.2(b11.2(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 any Competitive Bid Notes (in inverse order of maturity) in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay all or any part of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2due, all payments received by the Agent or the Lenders upon the Notes and the other Obligations and all net proceeds from the any enforcement of the Obligations shall be applied applied: (a) first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderBorrower under the Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower and under the Loan Documents, (c) then to all Agent’s fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, (f) then to the principal amount outstanding under the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes, Notes and accrued and unpaid interest on the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), (h) then to the aggregate outstanding principal amount of the Revolving Credit 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 12.2(b) 2.20.4 hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any Borrower the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.213.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied applied: (a) first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderhereunder and under the other Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderhereunder and under the other Loan Documents, (c) then to all Administrative Agent’s, Issuing Lender’s and Alternative Currency Lender’s fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Note to the Swingline LenderLender and the Alternative Currency Note to the Alternative Currency Lender (pro rata in accordance with all such amounts due), (f) then to the principal amount outstanding under the Swingline Note to the Swingline Lender, then Lender and the Alternative Currency Note to accrued and unpaid interest on the Revolving Credit Notes, the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Alternative Currency Lender permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), (g) then to accrued and unpaid interest on the 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 aggregate outstanding principal amount of the Revolving Credit other Loans and Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 12.2(b13.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any Borrower the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 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 applied: (a) first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderhereunder and under the other Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderhereunder and under the other Loan Documents, (c) then to all Administrative Agent's and Issuing Lender's fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, (f) then to the principal amount outstanding under the Swingline Note to the Swingline Lender, (g) then to accrued and unpaid interest on the Term Notes, accrued and unpaid interest on the Revolving Credit Notes, 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 10.13 (pro rata in accordance with all such amounts due), (h) then to the aggregate outstanding principal amount of the Term Notes, the Revolving Credit Notes and Reimbursement Obligation Obligations and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) pro rata in accordance with all such amounts due, (i) then to the cash collateral account Cash Collateral Account described in Section 12.2(b) and Section 12.2(c) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay all or any part of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2due, all payments received by the Agent or the Lenders upon the Notes and the other Obligations and all net proceeds from the any enforcement of the Obligations shall be applied applied: (a) first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderBorrower under the Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower and under the Loan Documents, (c) then to all Agent's fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, (f) then to the principal amount outstanding under the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes, Notes and accrued and unpaid interest on the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), (h) then to the aggregate outstanding principal amount of the Revolving Credit 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 12.2(b) 2.20.4 hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any 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 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 first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all other expenses then due and payable by the Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrowers 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 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 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 pursuant to Section 10.13 or required hereunder) (pro rata in accordance with all such amounts due), then to --- ---- the aggregate outstanding principal amount of the Revolving Credit other Notes and Reimbursement Obligation (pro rata --- ---- in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 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 first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all Borrower hereunder and under the other expenses then due and payable by the Borrowers hereunderLoan Documents, then to all indemnity obligations then due and payable by the 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 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 Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender (which such Hedging Agreement is permitted pursuant to Section 10.13 or required hereunder) (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit other Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, 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 applied: (a) first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, (c) then to all Administrative Agent’s and Issuing Lender’s fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the principal amount outstanding under the Swingline Note to the Swingline Lender, then to Loans and accrued and unpaid interest on the Revolving Credit Notes, the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), (f) then to the aggregate outstanding principal amount of the Revolving Credit 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 (g) then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, 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 applied: (a) first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, (c) then to all Administrative Agent’s and Issuing Lender’s fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the principal amount outstanding under the Swingline Note to the Swingline Lender, then to Loans and accrued and unpaid interest on the Revolving Credit Notes, the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), (f) then to the aggregate outstanding principal amount of the Revolving Credit 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 (g) then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, 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 Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all other expenses then due and payable by the Borrowers Borrower hereunder, then to all indemnity obligations then due and payable by the Borrowers Borrower hereunder, then to all commitment Administrative Agent'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 Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of outstanding under the Revolving Credit Notes and Reimbursement Obligation and Notes, then to the cash collateral account described in Section 12.2(b11.2(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. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, 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 Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all other expenses then due and payable by the Borrowers Borrower hereunder, then to all indemnity obligations then due and payable by the Borrowers Borrower hereunder, then to all 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 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, Notes and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of outstanding under the Revolving Credit Notes and Reimbursement Obligation and Obligation, then to the cash collateral account described in Section 12.2(b11.2(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. Unless otherwise provided in the Security Agreement, in 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 12.28.12, 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 Administrative Agent's fees and expenses then due and payable by Borrower hereunder and under the Borrowers hereunderother Credit Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by Borrower hereunder and under the Borrowers hereunderother 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 Swingline Swing Line Note to the Swingline Swing Line Lender, (f) then to the principal amount outstanding under the Swingline Swing Line Note to the Swingline Swing Line Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes, Syndicated Notes and accrued and unpaid interest on the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), (h) then to the aggregate outstanding principal amount of the Revolving Credit Syndicated Notes and Reimbursement Obligation and (pro rata in accordance with all such amounts due), (i) then to the cash collateral account described in Section 12.2(b8.12(b) hereof to the extent of any L/C Obligations then outstandingoutstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lender, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section SECTION 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 first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all other expenses then due and payable by the Borrowers Borrower hereunder, then to all indemnity obligations then due and payable by the Borrowers Borrower hereunder, then to all commitment Administrative Agent's fees then due and other payable, then to all 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), Acquisition Notes and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit Notes, the Acquisition Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(bSECTION 12.2(B) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay all or any part of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2due, all payments received by the Agent or the Lenders upon the Notes and the other Obligations and all net proceeds from the any enforcement of the Obligations shall be applied first applied: (a) first, to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderBorrower under the Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder(b) then, then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower under the Loan Documents, (c) then, to all Agent's fees then due and payable under the Loan Documents, (d) then, to all commitment and other fees and commissions then due and payablepayable under the Loan Documents, then (e) then, to accrued and unpaid interest on the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, then (f) then, to the principal amount outstanding under the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, then (g) then, to fees and accrued and unpaid interest on the Revolving Credit Notesother Loans, on the Reimbursement Obligation and on any termination payments Treasury Management Obligations, Hedging Obligations and Existing Hedging Obligations then due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 and payable (pro rata in accordance with all such amounts due), then (h) then, to the aggregate outstanding principal amount of the Revolving Credit Notes Loans, Reimbursement Obligation, any Treasury Management Obligations and Reimbursement Obligation any termination payments under Hedging Obligations and Existing Hedging Obligations then due and payable (pro rata in accordance with all such amounts due) and (i) then, to the cash collateral account described in Section 12.2(b) hereof 2.20.4 to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay all or any part of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2due, all payments received by the Agent or the Lenders upon the Notes and the other Obligations and all net proceeds from the any enforcement of the Obligations shall be applied first applied: (a) first, to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderBorrower under the Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder(b) then, then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower under the Loan Documents, (c) then, to all Agent’s fees then due and payable under the Loan Documents, (d) then, to all commitment and other fees and commissions then due and payablepayable under the Loan Documents, then (e) then, to accrued and unpaid interest on the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, then (f) then, to the principal amount outstanding under the Swingline Note Swing Line Loans to the Swingline Swing Line Lender, then (g) then, to fees and accrued and unpaid interest on the Revolving Credit Notesother Loans, on the Reimbursement Obligation and on any termination payments Treasury Management Obligations, Hedging Obligations and Existing Hedging Obligations then due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 and payable (pro rata in accordance with all such amounts due), then (h) then, to the aggregate outstanding principal amount of the Revolving Credit Notes Loans, Reimbursement Obligation, any Treasury Management Obligations and Reimbursement Obligation any termination payments under Hedging Obligations and Existing Hedging Obligations then due and payable (pro rata in accordance with all such amounts due) and (i) then, to the cash collateral account described in Section 12.2(b) hereof 2.20.4 to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any Borrower the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, 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 applied applied: (a) first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderhereunder and under the other Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderhereunder and under the other Loan Documents, (c) then to all Administrative Agent's and Issuing Lender's fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, (f) then to the principal amount outstanding under the Swingline Note to the Swingline Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes, accrued and unpaid interest on the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), (h) then to the aggregate outstanding principal amount of 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 12.2(b11.2(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. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.02, ------------- 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 Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all other expenses then due and payable by the Borrowers Borrower hereunder, then to all indemnity obligations then due and payable by the Borrowers Borrower hereunder, then to all commitment Administrative Agent's fees then due and other payable, then to all 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 Acquisition Notes and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit 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) and then to the cash collateral account described in Section 12.2(b11.02(b) hereof to the extent ---------------- of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 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 first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all Borrower hereunder and under the other expenses then due and payable by the Borrowers hereunderLoan Documents, then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, 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 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, accrued and unpaid interest on the Reimbursement Obligation and any Hedging Obligations (including any termination payments due in respect of a Hedging Agreement with and any Lender permitted pursuant to Section 10.13 accrued and unpaid interest thereon ) (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit other Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any Borrower the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, 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 applied first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all other expenses then due and payable by the Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrowers 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 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 Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 10.1 (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit Notes and Reimbursement Obligation and then to the cash collateral account described in Section 12.2(b11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 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 applied: (a) first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, (c) then to all of the Administrative Agent's and Issuing Lender's fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Note to the Swingline LenderNotes, 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 Reimbursement Obligation and accrued and unpaid periodic payments or interest (but not any termination payments due in respect of a settlement amounts) payable under any Hedging Agreement with any Lender permitted pursuant to Section 10.13 Obligations (pro rata in accordance with all such amounts due), (f) then to the aggregate outstanding principal amount of the Revolving Credit Notes and Reimbursement Obligation and any settlement amounts payable under any Hedging Obligations (pro rata in accordance with all such amounts due) and (g) then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 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 applied: (a) first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, (c) then to all Administrative Agent's and Issuing 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 Swingline Note to the Swingline LenderNotes, 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 Reimbursement Obligation and any Hedging Obligations (including any termination payments due in respect of a Hedging Agreement with and any Lender permitted pursuant to Section 10.13 accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due), (f) then to the aggregate outstanding principal amount of the Revolving Credit Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and (g) then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any Borrower the ---------------------------------- Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.211.2, 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 applied first to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunder, then to all other expenses then due hereunder and payable by under the Borrowers hereunderLoan Documents, then to all indemnity obligations then due and payable by the Borrowers hereunderhereunder and under the Loan Documents, 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 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, Notes and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.13 (pro rata in --- ---- accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit Notes and Reimbursement Obligation and Obligation, then to the cash collateral account described in Section 12.2(b11.2(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. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 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 first applied: (a) first, to all Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, (c) then to all Administrative Agent's and Issuing Lender's fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, (f) then to the principal amount outstanding under the Swingline Note to the Swingline Lender, (g) then to accrued and unpaid interest on the Revolving Credit other Notes, accrued and unpaid interest on the 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 pursuant to Section 10.13 or required hereunder) (pro rata PRO RATA in accordance with all such amounts due), (h) then to the aggregate outstanding principal amount of the Revolving Credit other Notes and Reimbursement Obligation (PRO RATA in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. Unless otherwise provided in the Security Agreement, in In the event that any the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2Article 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 Administrative Agent's fees and expenses then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, then to all other expenses then due and payable by the Borrowers hereunder, (b) then to all indemnity obligations then due and payable by the Borrowers hereunderBorrower hereunder and under the other Loan Documents, (c) then to all Agent’s and Issuing 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 Swingline Note Loan to the Swingline Lender, (f) then to the principal amount outstanding under the Swingline Note Loans to the Swingline Lender, (g) then to accrued and unpaid interest on the Revolving Credit NotesLoans, accrued and unpaid interest on the Reimbursement Obligation, (h) then to the principal amount of the Revolving Loans, Reimbursement Obligation (pro rata in accordance with all such amounts due) and any Hedging Obligations (including any termination payments due in respect of a Hedging Agreement with and any Lender permitted pursuant to Section 10.13 accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due), then to the aggregate outstanding principal amount of the Revolving Credit Notes and Reimbursement Obligation and (i) then to the cash collateral account described in Section 12.2(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.