Common use of Allocation of Proceeds Clause in Contracts

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent and the Lenders in respect of fees and expenses due under Sections 3.6 and 12.2; (b) payments of interest on all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (c) payments of principal of all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (d) amounts due the Agent and the Lenders pursuant to Sections 11.7 and 12.9; (e) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and Agent; and (f) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing exists and maturity of any of the Obligations has been acceleratedaccelerated or the Maturity Date has occurred, all payments received by the Administrative Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Administrative Agent, and the Lenders in respect of expenses due under Section 13.2. until paid in full, and then Fees; (b) amounts due to the Administrative Agent and the Lenders in respect of fees and expenses due under Sections 3.6 and 12.2Protective Advances; (bc) payments of interest on all the Loans, to be applied for the ratable benefit of the Lenders, pro rata among in such order as the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans)may determine in their sole discretion; (cd) payments of principal of all the Loans, to be applied for the ratable benefit of the Lenders, pro rata among in such order as the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans)may determine in their sole discretion; (de) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.7 12.8. and 12.913.10.; (ef) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and AgentLenders; and (fg) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent and the Lenders in respect of fees and expenses due under Sections 3.6 and Section 12.2.; (b) payments of interest on Swingline Loans; (c) payments of interest on all Loansother Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (cd) payments of principal of Swingline Loans; (e) payments of principal of all Loansother Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (df) amounts to be deposited into the Collateral Account in respect of Letters of Credit; (g) amounts due the Agent and the Lenders pursuant to Sections 11.7 11.7. and 12.9.; (eh) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and AgentLenders; and (fi) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing exists and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent and the Lenders in respect of fees Fees and expenses due under Sections 3.6 and 12.2Section 13.3.; (b) payments of interest on Swingline Loans; (c) payments of interest on all other Loans, to be applied for the ratable benefit of the Lenders, pro rata among in such order as the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans)may determine in their sole discretion; (cd) payment of principal on Swingline Loans; (e) payments of principal of all other Loans, to be applied for the ratable benefit of the Lenders, pro rata among in such order as the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans)may determine in their sole discretion; (df) amounts to be deposited into the Letter of Credit Collateral Account in respect of Letters of Credit; (g) amounts due to the Agent and the Lenders pursuant to Sections 11.7 12.6. and 12.913.11.; (eh) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and AgentLenders; and (fi) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing and the maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent and the Lenders in respect of fees and expenses due under Sections 3.6 and Section 12.2.; (b) payments of interest on Swingline Loans; (c) payments of interest on all Loansother Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (cd) payments of principal of Swingline Loans; (e) payments of principal of all Loansother Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (df) amounts to be deposited into the Collateral Account in respect of Letters of Credit; (g) amounts due the Agent and the Lenders pursuant to Sections 11.7 11.7. and 12.9.; (eh) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and AgentLenders; and (fi) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing and maturity of any of the Obligations has been accelerated, all payments received by the Administrative Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Administrative Agent and the Lenders in respect of fees Fees and expenses due under Sections 3.6 and Section 12.2.; (b) payments of interest on all LoansLoans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (c) payments of principal of all LoansLoans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (d) payments of cash amounts to the Administrative Agent in respect of outstanding Letters of Credit pursuant to Section 2.12.; (e) amounts due to the Agent Administrative Agent, the Arrangers and the Lenders pursuant to Sections 11.7 11.7. and 12.9.; (ef) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and AgentLenders; and (fg) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing exists and maturity of any of the Obligations has been acceleratedaccelerated or the Maturity Date has occurred, all payments received by the Administrative Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower Borrower, the Parent or any other Loan Party hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent Administrative Agent, the Issuing Bank and the Lenders in respect of fees and expenses due under Sections 3.6 Section 13.2. until paid in full, and 12.2then Fees; (b) payments of interest on all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate including Swingline Loans); (c) payments of principal of all Loans, including Swingline Loans, to be applied for the ratable benefit of the Lenders, pro rata among Lenders in such order as the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans)may determine in their sole discretion; (d) amounts to be deposited into the Letter of Credit Collateral Account in respect of Letters of Credit; (e) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.7 12.8. and 12.913.10.; (ef) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and AgentLenders; and (fg) any amount remaining after application as provided above, shall be paid to the Borrower or whomever whoever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent and the Lenders in respect of fees and expenses due under Sections 3.6 and 12.2; ; (b) payments b)payments of interest on all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); ; (c) payments c)payments of principal of all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); ; (d) amounts d)amounts due the Agent and the Lenders pursuant to Sections 11.7 and 12.9; ; (e) payments e)payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and Agent; and and (f) any f)any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower Borrowers hereunder or thereunder, shall be applied in the following order and priority: : (a) amounts due to the Agent and the Lenders in respect of fees and expenses due under Sections 3.6 and 12.2; ; (b) payments of interest on Swingline Loans; (c) payments of interest on all Loansother Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); ; (cd) payments of principal of Swingline Loans; (e) payments of principal of all Loansother Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); ; (df) amounts to be deposited into the Collateral Account in respect of Letters of Credit (to be applied as provided in Section 10.4); (g) amounts due the Agent and the Lenders pursuant to Sections 11.7 and 12.9; ; (eh) payments of all other amounts due and owing by the Borrower Borrowers under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and Agent; and and (fi) any amount remaining after application as provided above, shall be paid to the Borrower Borrowers or whomever else may be legally entitled thereto.

Allocation of Proceeds. If Except as otherwise specifically provided in this Agreement, (a) all proceeds from each sale or other disposition of, or other realization upon, all or any part of the Collateral required to be paid to the Agent or the Lenders, and (b) if an Event of Default shall have occurred and be continuing and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent and the Lenders in respect of fees Fees and expenses due under Sections 3.6 and 12.2Section 13.2.; (b) payments of interest on all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (c) payments of principal of all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (d) amounts due to the Agent and the Lenders pursuant to Sections 11.7 12.7. and 12.913.9.; (e) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and Agent; andLenders (f) amounts due Lenders in respect of Swap Obligations, to be applied for the ratable benefit of such Lenders; (g) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have has occurred and be continuing not been waived, and the maturity of any of the Obligations Notes has been acceleratedaccelerated pursuant to Article XI hereof, all payments received by the Agent under any of the Loan Documentshereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunderhereunder, shall be applied by the Agent in the following order and priorityorder: (a) amounts due to the Agent Lenders pursuant to Sections 2.10, 3.3, 3.4 and the Lenders in respect of fees and expenses due under Sections 3.6 and 12.211.5; (b) amounts due to the Agent pursuant to Section 10.9; (c) payments of interest on all Loans, Swing Line Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (cd) payments of principal of all Loans, Swing Line Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (d) amounts due the Agent and the Lenders pursuant to Sections 11.7 and 12.9; (e) payments of cash amounts to the Agent in respect of Letter of Credit Outstandings pursuant to Section 9.1(l)(B); (f) amounts due to the Lenders pursuant to Sections 3.2(g), 7.15 and 11.9; (g) payments of all other amounts due and owing by to the Borrower Lenders under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; (h) amounts due to any of the Lenders and Agentin respect of Obligations consisting of liabilities under any Swap Agreement with any of the Lenders on a pro rata basis according to the amounts owed; and (fi) any amount surplus remaining after application as provided abovefor herein, shall be paid to the Borrower or whomever else otherwise as may be legally entitled theretorequired by applicable law.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing exists and maturity of any of the Obligations has been accelerated, all payments received by the Administrative Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Administrative Agent and the Lenders in respect of fees and expenses due under Sections 3.6 Section 12.2. until paid in full, and 12.2then Fees; (b) payments of interest on all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (c) payments of principal of all LoansLoans and payments of the Derivatives Termination Value in respect of any and all Specified Derivatives Contracts, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans)Specified Derivatives Providers; (d) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.7 11.7. and 12.912.10.; (e) payments of all other Obligations and other amounts due and owing by the Borrower under any of the Loan DocumentsDocuments and Specified Derivatives Contracts, if any, to be applied for the ratable benefit of the Lenders and Agentthe applicable Specified Derivatives Providers; and (f) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing exists and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent and the Lenders in respect of fees Fees and expenses due under Sections 3.6 and Section 12.2; (b) Intentionally Omitted; (c) payments of interest on all Loansprincipal of Advances, to be applied for the ratable benefit of the Lenders, pro rata among in such order as the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans)may determine in their sole discretion; (cd) Intentionally Omitted; (e) payments of principal of all LoansAdvances, to be applied for the ratable benefit of the Lenders, pro rata among in such order as the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans)may determine in their sole discretion; (df) Intentionally Omitted; (g) amounts due to the Agent and the Lenders pursuant to Sections 11.7 and 12.9; (eh) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and AgentLenders; and (fi) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have has occurred and be continuing not been waived, and the maturity of any of the Obligations Notes has been acceleratedaccelerated pursuant to Article IX hereof, all payments received by the Agent under any of the Loan Documentshereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunderhereunder, shall be applied by the Agent in the following order and priorityorder: (a) amounts due to the Agent Lenders pursuant to Sections 2.13 and the Lenders in respect of fees and expenses due under Sections 3.6 and 12.211.5; (b) amounts due to the Agent pursuant to Section 10.8; (c) payments of interest on all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (cd) payments of principal of all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (de) amounts due the Agent and to the Lenders pursuant to Sections 11.7 7.16 and 12.911.9; (ef) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; (g) amounts due to any of the Lenders and Agentin respect of Obligations consisting of liabilities under any Swap Agreement with any of the Lenders on a pro rata basis according to the amounts owed; and (fh) any amount surplus remaining after application as provided abovefor herein, shall be paid to the Borrower or whomever else otherwise as may be legally entitled theretorequired by applicable law.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent Agent, and the Lenders in respect of fees Fees and expenses due under Sections 3.6 3.1. and 12.210.3., ratably in accordance with the amounts then payable; (b) payments of interest on all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (c) payments of principal of all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (d) amounts due the to Agent and the Lenders pursuant to Sections 11.7 9.6. and 12.910.5.; (e) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and AgentLenders; and (f) any amount remaining after application as provided above, ,shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If (i) an Event of Default shall have occurred and be continuing and exists, (ii) the maturity of any of the Obligations has been accelerated, or (iii) the Termination Date has occurred, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower Borrowers or the other Loan Parties hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent in respect of fees and expenses due under Section 12.2; (b) amounts due the Lenders in respect of fees and expenses due under Sections 3.6 and Section 12.2, pro rata in the amount then due each Lender; (bc) payments of interest on all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (cd) payments of principal of all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (de) amounts due the Agent and the Lenders pursuant to Sections 11.7 and 12.9.; (ef) payments payment of all other Obligations and other amounts due and owing by the Borrower Borrowers and the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and AgentLenders; and (fg) any amount remaining after application as provided above, shall be paid to the Borrower Borrowers or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent and the Lenders in respect of fees and expenses due under Sections 3.6 and 12.2; (b) payments of interest on all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans)[Reserved]; (c) payments of principal of all Loansinterest on the Loan, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (d) payments of principal of the Loan, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (e) amounts due the Agent and the Lenders pursuant to Sections 11.7 and 12.9; (ef) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and Agent; and (fg) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have has occurred and be continuing not been waived, and the maturity of any of the Obligations Loans has been acceleratedaccelerated pursuant to Article IX hereof, all payments received by the Agent under any of the Loan Documentshereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the any Borrower hereunder or thereunderhereunder, shall be applied by the Agent in the following order and priorityorder: (a) amounts due to the Agent Lenders pursuant to Sections 2.10 and the Lenders in respect of fees and expenses due under Sections 3.6 and 12.211.5; (b) amounts due to the Agent pursuant to Section 10.8; (c) payments of interest on all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (cd) payments of principal of all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (de) amounts due the Agent and to the Lenders pursuant to Sections 11.7 7.15 and 12.911.9; (ef) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; (g) amounts due to any of the Lenders and Agentin respect of Obligations consisting of liabilities under any Swap Agreement with any of the Lenders on a pro rata basis according to the amounts owed; and (fh) any amount surplus remaining after application as provided abovefor herein, shall be paid to the any Borrower or whomever else otherwise as may be legally entitled theretorequired by applicable law.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing and maturity of any of the Obligations has been acceleratedexists, all payments received by the Administrative Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Administrative Agent and the Lenders in respect of fees and expenses due under Sections 3.6 Section 12.2. until paid in full, and 12.2then Fees; (b) payments of interest on all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (c) payments of principal of all LoansLoans and payments of the Derivatives Termination Value in respect of any and all Specified Derivatives Contracts, to be applied for the ratable benefit of the Lenders, pro rata among paid to the Lenders based upon and the aggregate outstanding Loans (first Specified Derivatives Providers equally and ratably in accordance with the respective amounts thereof then due and owing to Base Rate Loans and then to LIBOR Rate Loans)such Persons; (d) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.7 11.7. and 12.912.10.; (e) payments of all other Obligations and other amounts due and owing by the Borrower under any of the Loan DocumentsDocuments and Specified Derivatives Contracts, if any, to be applied for the ratable benefit of the Lenders and Agentthe applicable Specified Derivatives Providers; and (f) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing and the maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent and the Lenders in respect of fees and expenses due under Sections 3.6 and Section 12.2.; (b) payments of interest on all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (c) payments of principal of all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (d) amounts due the Agent and the Lenders pursuant to Sections 11.7 11.7. and 12.9.; (e) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and AgentLenders; and (f) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan DocumentsDocuments or in respect of the Collateral, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent and the Lenders in respect of fees and expenses due under Sections 3.6 and 12.2; (b) payments of interest on all Loans, to be applied for the ratable benefit of the LendersLenders holding Notes, pro rata among the such Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (c) payments of principal of all Loans, to be applied for the ratable benefit of the LendersLenders holding Notes, pro rata among the such Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (d) amounts due the Agent and the Lenders pursuant to Sections 11.7 and 12.9; (e) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and Agent; and (f) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent and the Lenders in respect of Fees and other fees and expenses due under Sections 3.6 and 12.2Section 11.2.; (b) payments of interest on all the Loans, to be applied for the ratable benefit of the Lenders, pro rata among in such order as the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans)may determine in their sole discretion; (c) payments of principal of all Loansthe Loans and obligations owing under any Interest Rate Agreement between the Borrower and any Lender, or Affiliate thereof, to be applied for the ratable benefit of the LendersLenders or their respective Affiliates, pro rata among as applicable, in such order as the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans)may determine in their sole discretion; (d) amounts due to the Agent and the Lenders pursuant to Sections 11.7 10.7. and 12.911.9.; (e) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and AgentLenders; and (f) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent and the Lenders in respect of fees and expenses due under Sections 3.6 and 12.2; (b) payments of interest on Swingline Loans; (c) payments of interest on all Loansother Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (cd) payments of principal of Swingline Loans; (e) payments of principal of all Loansother Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (df) amounts to be deposited into the Collateral Account in respect of Letters of Credit (to be applied as provided in Section 10.3); (g) amounts due the Agent and the Lenders pursuant to Sections 11.7 and 12.9; (eh) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and Agent; and (fi) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have has occurred and be continuing not been waived, and the maturity of any of the Obligations Notes has been acceleratedaccelerated pursuant to Article IX hereof, all payments received by the Agent under any of the Loan Documentshereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunderBorrowers hereunder, shall be applied by the Agent in the following order and priorityorder: (a) amounts due to the Agent Lenders pursuant to Sections 2.9 and the Lenders in respect of fees and expenses due under Sections 3.6 and 12.211.5; (b) amounts due to the Agent pursuant to Sections 2.10 and 10.8; (c) payments of interest on all Loansthe Loan to be applied for the ratable benefit of the Lenders; (d) payments of principal of the Loan, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (c) payments of principal of all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (de) amounts due the Agent and to the Lenders pursuant to Sections 11.7 7.15 and 12.911.9; (ef) payments of all other amounts Obligations due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; (g) amounts due to any of the Lenders and Agentin respect of Obligations consisting of liabilities under any Swap Agreement with any of the Lenders on a pro rata basis according to the amounts owed; and (fh) any amount surplus remaining after application as provided abovefor herein, shall be paid to the Borrower Borrowers or whomever else otherwise as may be legally entitled theretorequired by applicable law.

Allocation of Proceeds. If an Event of Default shall have has occurred and be continuing not been waived, and the maturity of any of the Obligations Notes has been acceleratedaccelerated pursuant to Article X hereof, all payments received by the Agent under any of the Loan Documentshereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunderBorrowers hereunder, shall be applied by the Agent in the following order and priorityorder: (a) amounts due to the Agent Lenders pursuant to Sections 2.10, 3.3 and the Lenders in respect of fees and expenses due under Sections 3.6 and 12.212.5; (b) payments of interest on all LoansLoans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (c) payments of principal of all LoansLoans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (d) payments of cash amounts to the Agent in respect of outstanding Letters of Credit pursuant to Section 10.1(B); (e) amounts due the Agent and to the Lenders pursuant to Sections 11.7 3.2(g), 8.15 and 12.9; (ef) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; (g) amounts due to any of the Lenders and Agentin respect of Obligations consisting of liabilities under any Swap Agreement with any of the Lenders on a pro rata basis according to the amounts owed; and (fh) any amount surplus remaining after application as provided abovefor herein, shall be paid to the Borrower Borrowers or whomever else otherwise as may be legally entitled theretorequired by applicable law.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing and the maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied by the Agent in the following order and priority: (a) amounts due to the Agent and the Lenders in respect of fees Fees and expenses due under Sections 3.6 and 12.2Section 10.2.; (b) payments payment of accrued and unpaid interest on all LoansObligations, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first parties to Base Rate Loans and then to LIBOR Rate Loans)whom such interest is owed; (c) payments of principal payment to the Agent of all Loansunpaid Reimbursement Obligations, to be applied in accordance with Section 2.1.(b); (d) payment of all other Obligations then due and payable, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first parties to Base Rate Loans and then to LIBOR Rate Loans)whom such Obligations are owed; (de) amounts due to the Agent and the Lenders pursuant to Sections 11.7 9.7. and 12.910.11.; (ef) deposited into the Collateral Account; (g) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and AgentLenders; and (fh) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have has occurred and be continuing not been waived, and the maturity of any of the Obligations Loans has been acceleratedaccelerated pursuant to this Article VIII, all payments received by the Administrative Agent under any of the Loan Documentshereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder Company or thereunderthe Borrowing Subsidiaries hereunder, shall be applied by the Administrative Agent in the following order and priorityorder: (a) amounts due to the Agent Administrative Agent, Lenders and the Lenders in respect of fees L/C Issuers pursuant to Section 2.11 and expenses due under Sections 3.6 and 12.2Section 11.05; (b) payments of interest on all Loans, Loans and interest on L/C Disbursements to be applied for the ratable benefit of the Lenders, pro rata among Lenders (based on the Lenders based upon amounts accrued for the aggregate outstanding Loans (first to Base Rate Loans account of each Lender at such time) and then to LIBOR Rate Loans)L/C Issuers; (c) payments of principal of all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (d) amounts due the Agent and the Lenders pursuant to Sections 11.7 and 12.9; (e) payments reimbursement of all other amounts due and owing by the Borrower under any of the Loan Documents, if anyL/C Disbursements, to be applied for the ratable benefit of the Lenders (based on the amounts owing to each Lender at such time) and Agent; andL/C Issuers; (fd) any amount remaining after application as provided above, shall be paid amounts due to the Borrower or whomever else may be legally entitled thereto.Administrative Agent, L/C Issuers and Lenders pursuant to Section 11.09;

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing exists and maturity of any of the Obligations has been acceleratedaccelerated or the Maturity Date has occurred, all payments received by the Administrative Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Administrative Agent, and the Lenders in respect of expenses due under Section 13.2 until paid in full, and then Fees; (b) amounts due to the Administrative Agent and the Lenders in respect of fees and expenses due under Sections 3.6 and 12.2Protective Advances; (bc) payments of interest on all the Loans, to be applied for the ratable benefit of the Lenders, pro rata among in such order as the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans)may determine in their sole discretion; (cd) payments of principal of all the Loans, to be applied for the ratable benefit of the Lenders, pro rata among in such order as the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans)may determine in their sole discretion; (de) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.7 12.8 and 12.913.10; (ef) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and AgentLenders; and (fg) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have has occurred and be continuing not been waived, and the maturity of any of the Obligations Loans has been acceleratedaccelerated pursuant to Article XI hereof, all payments received by the Agent under any of the Loan Documentshereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunderhereunder, shall be applied by the Agent in the following order and priorityorder: (a) amounts due to the Agent Lenders pursuant to Sections 2.10 and the Lenders in respect of fees and expenses due under Sections 3.6 and 12.213.5; (b) amounts due to the Agent pursuant to Section 12.7; (c) payments of interest on all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (cd) payments of principal of all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (de) amounts due the Agent and to the Lenders pursuant to Sections 11.7 9.15 and 12.913.9; (ef) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and AgentLenders; and (fg) any amount surplus remaining after application as provided abovefor herein, shall be paid to the Borrower or whomever else otherwise as may be legally entitled theretorequired by applicable law.

Allocation of Proceeds. If an Event of Default shall have has occurred and be continuing not been waived, and the maturity of any of the Obligations Notes has been acceleratedaccelerated pursuant to Article IX hereof, all payments received by the Agent under any of the Loan Documentshereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunderhereunder, shall be applied by the Agent in the following order and priorityorder: (a) amounts due to the Agent Lenders pursuant to Sections 2.10 and the Lenders in respect of fees and expenses due under Sections 3.6 and 12.211.5; (b) amounts due to the Agent pursuant to Section 10.9; (c) payments of interest on all Loans, Loans to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (cd) payments of principal of all Loans, Loans to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (de) amounts due the Agent and to the Lenders pursuant to Sections 11.7 7.15 and 12.911.9; (ef) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; (g) amounts due to any of the Lenders and Agentin respect of Obligations consisting of liabilities under any Swap Agreement with any of the Lenders on a pro rata basis according to the amounts owed; and (fh) any amount surplus remaining after application as provided abovefor herein, shall be paid to the Borrower or whomever else otherwise as may be legally entitled theretorequired by applicable law.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent and the Lenders in respect of fees and expenses due under Sections 3.6 and 12.2Section 11.2.; (b) payments of interest on all Loansthe Loan, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (c) payments of principal of all Loansthe Loan, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (d) amounts due the Agent and the Lenders pursuant to Sections 11.7 10.7. and 12.911.9.; (e) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and AgentLenders; and (f) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent and the Lenders in respect of fees and expenses due under Sections 3.6 and 12.2; (b) payments of interest on all the Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (c) payments of principal of all the Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (d) amounts due the Agent and the Lenders pursuant to Sections 11.7 11.6 and 12.9; (e) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and AgentLenders; and (f) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent Agent, and the Lenders in respect of fees Fees and expenses due under Sections 3.6 3.6. and 12.2., ratably in accordance with the amounts then payable; (b) payments of interest on all Swingline Loans; (c) payments of principal on Swingline Loans; (d) payments of interest on Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (ce) payments of principal of all Loans, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (df) amounts due the Agent and the Lenders pursuant to Sections 11.7 11.7. and 12.9., ratably in accordance with such amounts then payable; (eg) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and AgentLenders; and (fh) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default shall have occurred and be continuing and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent and the Lenders in respect of fees and expenses due under Sections 3.6 and 12.2; (b) payments of interest on Swingline Loans; (c) payments of interest on all Loansother Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (cd) payments of principal of Swingline Loans; (e) payments of principal of all Loansother Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, pro rata among the Lenders based upon the aggregate outstanding Loans (first to Base Rate Loans and then to LIBOR Rate Loans); (df) amounts to be deposited into the Collateral Account in respect of Letters of Credit (to be applied as provided in Section 10.4); (g) amounts due the Agent and the Lenders pursuant to Sections 11.7 and 12.9; (eh) payments of all other amounts due and owing by the Borrower under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders and Agent; and (fi) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.