Common use of Allocation of Proceeds Clause in Contracts

Allocation of Proceeds. If an Event of Default exists and maturity of any of the Obligations has been accelerated or the Termination 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, the Issuing Bank and the Lenders in respect of expenses due under Section 12.2. until paid in full, and then Fees; (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, in such order as the Lenders may determine in their sole discretion; (d) payments of principal on Swingline Loans; (e) payments of principal of all other Loans, to be applied for the ratable benefit of the Lenders, as the case may be, in such order as the Lenders may determine in their sole discretion; (f) amounts to be deposited into the Collateral Account in respect of Letters of Credit; (g) amounts due to the Administrative Agent and the Lenders pursuant to Sections 10.7. and 12.10.; (h) payments of all other Obligations and all other amounts due and owing by the Borrower an the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (i) 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 exists and maturity of any of the Obligations has been accelerated or the Termination Date has occurredshall exist, 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: (aA) amounts due to the Administrative Agent, the Issuing Bank 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 Section 12.2. until paid , pro rata in full, and the amount then Feesdue each Lender; (b) payments of interest on Swingline Loans; (cC) payments of interest on all other Loans to be applied for the ratable benefit of the Lenders, in such order as the Lenders may determine in their sole discretion; (d) payments of principal on Swingline Loans; (e) payments of principal of all other Loansand Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, as the case may be, in such order as the Lenders may determine in their sole discretion; (fD) amounts payments of principal of all other Loans, Reimbursement Obligations and other LC Exposure, to be deposited applied for the ratable benefit of the Lenders; provided, however, to the extent that any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letters of Credit, such amounts shall be paid to the Agent for deposit into the Collateral Account in respect of Letters of CreditAccount; (gE) amounts due to the Administrative Agent and the Lenders pursuant to Sections 10.7. Section 11.7 and 12.10.Section 12.9; (hF) payments payment of all other Obligations and all other amounts due and owing by the Borrower an the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (iG) 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 exists and maturity of any of the Obligations has been accelerated or the Termination Date has occurredexists, 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, the Issuing Bank Banks and the Lenders in respect of expenses due under Section 12.2. until paid in full, and then Fees; (b) payments of interest on Swingline Loans; (c) payments of interest on all other Loans and Reimbursement Obligations to be applied for the ratable benefit of the Lenders, in such order as Lenders and the Lenders may determine in their sole discretionIssuing Banks; (d) payments of principal on of Swingline Loans; (e) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, to be applied for the ratable benefit of the LendersLenders and the Issuing Banks, as the case may be, in such order and priority as the Lenders and the Issuing Banks, as the case may be, may determine in their sole discretion; provided, however, to the extent that any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (f) amounts to be deposited into the Collateral Account in respect of Letters of Credit; (g) amounts due to the Administrative Agent and the Lenders pursuant to Sections 10.711.6. and 12.10.; (hg) payments of all other Obligations and all other amounts due and owing by the Borrower an the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (ih) 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 exists shall exist and maturity of any of the Obligations has been accelerated or the Termination Date has occurredaccelerated, 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, the Issuing Bank Agent in respect of fees and expenses due under Section 13.2.; (b) amounts due to the Lenders in respect of fees and expenses due under Section 12.2. until paid 13.2., pro rata in full, and the amount then Feesdue each Lender; (bc) payments of interest on Swingline Loans; (cd) payments of interest on all other Loans to be applied for the ratable benefit of the Lenders, in such order as the Lenders may determine in their sole discretion; (d) payments of principal on Swingline Loans; (e) payments of principal of all other Loansand Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, as the case may be, in such order as the Lenders may determine in their sole discretion; (e) payments of principal of Swingline Loans; (f) amounts payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, to be deposited applied for the ratable benefit of the Lenders; provided, however, to the extent that any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letters of Credit, such amounts shall be paid to the Agent for deposit into the Collateral Account in respect of Letters of CreditAccount; (g) amounts due to the Administrative Agent and the Lenders pursuant to Sections 10.712.8. and 12.1013.9.; (h) payments of all other Obligations and all other amounts due and owing by the Borrower an and the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (i) 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 exists and maturity of any of the Obligations has been accelerated or the Termination Date has occurredexists, 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, the Issuing Bank and the Lenders in respect of Fees and expenses due under Section 12.2. until paid in full, and then Fees12.3.; (b) payments of interest on Swingline Loans; (c) payments of interest on all other Loans and Reimbursement Obligations, to be applied for the ratable benefit of the LendersLenders and the Issuing Bank, in such order as the Lenders and the Issuing Bank may determine in their sole discretion; (d) payments payment of principal on Swingline Loans; (e) payments of principal of all other Loans, and Reimbursement Obligations and other Letter of Credit Liabilities, to be applied for the ratable benefit of the Lenders, as Lenders and the case may beIssuing Bank, in such order as the Lenders and the Issuing Bank may determine in their sole discretion; provided, however, to the extent that any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (f) amounts to be deposited into the Collateral Account in respect of Letters of Credit; (g) amounts due to the Administrative Agent and the Lenders pursuant to Sections 10.711.6. and 12.1012.11.; (hg) payments of all other Obligations and all other amounts due and owing by the Borrower an the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (ih) 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 exists shall exist and maturity of any of the Obligations has been accelerated or the Termination Date has occurredaccelerated, 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, the Issuing Bank Agent in respect of fees and expenses due under Section 13.2.; (b) amounts due to the Lenders in respect of fees and expenses due under Section 12.2. until paid 13.2., pro rata in full, and the amount then Feesdue each Lender; (bc) payments of interest on Swingline Loans; (cd) payments of interest on all other Loans to be applied for the ratable benefit of the Lenders, in such order as the Lenders may determine in their sole discretion; (d) payments of principal on Swingline Loans; (e) payments of principal of all other Loansand Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, as the case may be, in such order as the Lenders may determine in their sole discretion; (e) payments of principal of Swingline Loans; (f) amounts payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, to be deposited applied for the ratable benefit of the Lenders; provided, however, to the extent that any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letters of Credit, such amounts shall be paid to the Agent for deposit into the Collateral Account in respect of Letters of CreditAccount); (g) amounts due to the Administrative Agent and the Lenders pursuant to Sections 10.712.7. and 12.1013.9.; (h) payments of all other Obligations and all other amounts due and owing by the Borrower an and the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (i) 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 exists shall exist and maturity of any of the Obligations has been accelerated or the Termination Date has occurredaccelerated, 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, the Issuing Bank 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 Section 12.2. until paid ., pro rata in full, and the amount then Feesdue each Lender; (bc) payments of interest on Swingline Loans; (cd) payments of interest on all other Loans to be applied for the ratable benefit of the Lenders, in such order as the Lenders may determine in their sole discretion; (d) payments of principal on Swingline Loans; (e) payments of principal of all other Loansand Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, as the case may be, in such order as the Lenders may determine in their sole discretion; (e) payments of principal of Swingline Loans; (f) amounts payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, to be deposited applied for the ratable benefit of the Lenders; provided, however, to the extent that any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Agent for deposit into the Collateral Account in respect of Letters of CreditAccount; (g) amounts due to the Administrative Agent and the Lenders pursuant to Sections 10.711.7. and 12.1012.9.; (h) payments payment of all other Obligations and all other amounts due and owing by the Borrower an and the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (i) 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 exists and maturity of any of the Obligations has been accelerated or the Termination Date has occurredexists, 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, the Issuing Bank and the Lenders in respect of expenses due under Section 12.2. until paid in full, and then Fees; (b) payments of interest on Swingline Loans; (c) payments of interest on all other Loans and Reimbursement Obligations to be applied for the ratable benefit of the Lenders, in such order as Lenders and the Lenders may determine in their sole discretionIssuing Bank; (d) payments of principal on of Swingline Loans; (e) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, to be applied for the ratable benefit of the LendersLenders and the Issuing Bank, as the case may be, in such order and priority as the Lenders and the Issuing Bank, as the case may be, may determine in their sole discretion; provided, however, to the extent that any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (f) amounts to be deposited into the Collateral Account in respect of Letters of Credit; (g) amounts due to the Administrative Agent and the Lenders pursuant to Sections 10.711.6. and 12.10.; (hg) payments of all other Obligations and all other amounts due and owing by the Borrower an the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (ih) 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 exists and maturity of any of the Obligations has been accelerated or the Termination Date has occurredaccelerated, 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, the Issuing Bank and the Lenders in respect of expenses due under Section 12.213.2. until paid in full, and then Fees; (b) payments of interest on Swingline Loans; (c) payments of interest on all other Loans and Reimbursement Obligations to be applied for the ratable benefit of the Lenders, in such order as the Lenders may determine in their sole discretion; (d) payments of principal on Swingline Loans; (ec) payments of principal of all Loans, Reimbursement Obligations and other LoansLetter of Credit Liabilities, to be applied for the ratable benefit of the Lenders; provided, as however, to the case may beextent that any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, in such order as amounts shall be paid to the Lenders may determine in their sole discretionAdministrative Agent for deposit into the Letter of Credit Collateral Account; (f) amounts to be deposited into the Collateral Account in respect of Letters of Credit; (gd) amounts due to the Administrative Agent and the Lenders pursuant to Sections 10.712.7. and 12.1013.10.; (he) payments of all other Obligations and all other amounts due and owing by the Borrower an and the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (if) 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 exists has occurred and not been waived, and the maturity of any of the Obligations Notes has been accelerated or the Termination Date has occurredpursuant to Article XI hereof, 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 or thereunderhereunder, shall be applied by the Agent in the following order and priorityorder: (a) amounts due to the Administrative AgentLenders pursuant to Sections 2.10, the Issuing Bank 3.9, 3.10 and the Lenders in respect of expenses due under Section 12.2. until paid in full, and then Fees13.5; (b) payments of interest on Swingline Loansamounts due to the Agent pursuant to Section 12.9; (c) payments of interest on all other Loans to be applied for the ratable benefit of the Lenders, in such order as the Lenders may determine in their sole discretion; (d) payments of principal on Swingline Loans; (e) payments of principal of all other Loansand Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, as the case may be, Lenders (with amounts payable in respect of Swing Line Outstandings being included in such order as calculation and paid to Bank of America); (d) payments of principal of Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders may determine (with amounts payable in their sole discretionrespect of Swing Line Outstandings being included in such calculation and paid to Bank of America); (e) payments of cash amounts to the Agent in respect of outstanding Letters of Credit pursuant to Section 11.1(B); (f) amounts due to be deposited into the Collateral Account in respect of Letters of CreditLenders pursuant to Sections 9.15 and 13.9; (g) amounts due to the Administrative Agent and the Lenders pursuant to Sections 10.7. and 12.10.; (h) payments of all other Obligations and all other amounts due and owing by the Borrower an the other Loan Parties 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 in respect of Obligations consisting of liabilities under any Swap Agreement with any of the Lenders or affiliates thereof on a pro rata basis according to the amounts owed; and (i) 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 exists shall have occurred and maturity of any of the Obligations has been accelerated or the Termination Date has occurredbe continuing, 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 or any other Loan Party hereunder or thereunder, shall be applied in the following order and priority: (ai) amounts due to the Administrative Agent, the Issuing Bank Agent and the Lenders in respect of Fees and other fees and expenses due under Section 12.2. until paid in full, and then Fees11.2.; (bii) payments of interest on Swingline Loans; (ciii) payments of interest on all other Loans and Reimbursement Obligations to be applied for the ratable benefit of the Lenders, in such order as paid to the Lenders may determine and the Issuing Banks equally and ratably in their sole discretionaccordance with the respective amounts thereof then due and owing; (div) payments of principal on of Swingline Loans; (ev) payments of principal of all other LoansLoans and payment of Reimbursement Obligations and other Letter of Credit Liabilities to be paid to the Lenders and the Issuing Banks equally and ratably in accordance with the respective amounts thereof then due and owing to such Persons; provided, however, to the extent that any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be applied paid to the Administrative Agent for deposit into the ratable benefit Letter of the Lenders, as the case may be, in such order as the Lenders may determine in their sole discretionCredit Collateral Account; (f) amounts to be deposited into the Collateral Account in respect of Letters of Credit; (gvi) amounts due to the Administrative Agent and the Lenders pursuant to Sections 10.7. and 12.1011.10.; (hvii) payments of all other Obligations and all other amounts due and owing by the Borrower an the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (iviii) 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 exists has occurred and not been waived, and the maturity of any of the Obligations Notes has been accelerated or the Termination Date has occurredpursuant to Article X hereof, 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 or thereunderhereunder, shall be applied by the Agent in the following order and priorityorder: (a) amounts due to the Administrative AgentLenders pursuant to Sections 2.10, the Issuing Bank 3.3, 3.4 and the Lenders in respect of expenses due under Section 12.2. until paid in full, and then Fees12.5; (b) payments of interest on Swingline Loansamounts due to the Agent pursuant to Section 11.11; (c) payments of interest on all other Loans to be applied for the ratable benefit of the Lenders, in such order as the Lenders may determine in their sole discretion; (d) payments of principal on Swingline Loans; (e) payments of principal of all other Loansand Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; (d) payments of principal of Loans and Reimbursement Obligations, as to be applied for the case may be, ratable benefit of the Lenders; (e) payments of cash amounts to the Agent in such order as the Lenders may determine in their sole discretionrespect of outstanding Letters of Credit pursuant to Section 10.1(B); (f) amounts due to be deposited into the Collateral Account in respect of Letters of CreditLenders pursuant to Sections 3.2(g), 8.15 and 12.9; (g) amounts due to the Administrative Agent and the Lenders pursuant to Sections 10.7. and 12.10.; (h) payments of all other Obligations and all other amounts due and owing by the Borrower an the other Loan Parties 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 in 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 (i) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled theretoother Indebtedness.

Allocation of Proceeds. If an Event of a Default exists and maturity of any of the Obligations has been accelerated or the Termination Date has occurredexists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 12.16) under any of the Loan Documents, in respect of any principal of or interest on the Obligations Loan 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, the Issuing Bank Agent and the Lenders in respect of expenses due under Section 12.2. 9.1, Section 13.10, Section 13.14 and Section 2.6(b) until paid in full, and then Feesfees referred to in Section 2.2; (b) payments amounts due to the Administrative Agent and the Lenders in respect of interest on Swingline LoansProtective Advances; (c) payments of interest on all other Loans the Loan to be applied for the ratable benefit of the Lenders, in such order as to be paid to the Lenders may determine in their sole discretionaccordance with the amounts thereof then due and owing; (d) payments of principal on Swingline Loansthe Loan and payments of the termination value in respect of any and all Swap Agreements secured by the Deed of Trust, to be paid to the Lenders equally and ratably in accordance with the respective amounts thereof then due and owing to such Persons; (e) payments of principal of all other Loans, to be applied for the ratable benefit of the Lenders, as the case may be, in such order as the Lenders may determine in their sole discretion; (f) amounts to be deposited into the Collateral Account in respect of Letters of Credit; (g) amounts due to the Administrative Agent and the Lenders pursuant to Sections 10.7. Section 12.12 and 12.10Section 13.1.; (hf) payments of all other Obligations sums, obligations and all other amounts due and owing by the Borrower an the other Loan Parties under any of the Loan DocumentsDocuments and Swap Agreements, if any, to be applied for the ratable benefit of the Lenders; and (ig) 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 exists shall have occurred and maturity of any of the Obligations has been accelerated or the Termination Date has occurredbe continuing, 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 or any other Loan Party hereunder or thereunder, shall be applied in the following order and priority: (ai) amounts due to the Administrative Agent, the Issuing Bank Agent and the Lenders in respect of Fees and other fees and expenses due under Section 12.2. until paid in full, and then Fees11.2.; (bii) payments of interest on Swingline Loans; (ciii) payments of interest on all other Loans and Reimbursement Obligations to be applied for the ratable benefit of the Lenders, in such order as paid to the Lenders may determine and the Issuing Bank equally and ratably in their sole discretionaccordance with the respective amounts thereof then due and owing; (div) payments of principal on of Swingline Loans; (ev) payments of principal of all other LoansLoans and payment of Reimbursement Obligations and other Letter of Credit Liabilities to be paid to the Lenders and the Issuing Bank equally and ratably in accordance with the respective amounts thereof then due and owing to such Persons; provided, however, to the extent that any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be applied paid to the Administrative Agent for deposit into the ratable benefit Letter of the Lenders, as the case may be, in such order as the Lenders may determine in their sole discretionCredit Collateral Account; (f) amounts to be deposited into the Collateral Account in respect of Letters of Credit; (gvi) amounts due to the Administrative Agent and the Lenders pursuant to Sections 10.7. and 12.1011.10.; (hvii) payments of all other Obligations and all other amounts due and owing by the Borrower an the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (iviii) 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 exists has occurred and not been waived, and the maturity of any of the Obligations Notes has been accelerated or the Termination Date has occurredpursuant to Article X hereof, 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 or thereunderhereunder, shall be applied by the Agent in the following order and priorityorder: (a) amounts due to the Administrative AgentLenders pursuant to Sections 2.10, the Issuing Bank 3.3, 3.4 and the Lenders in respect of expenses due under Section 12.2. until paid in full, and then Fees12.5; (b) payments of interest on Swingline Loansamounts due to the Agent pursuant to Section 11.8; (c) payments of interest on all other Loans to be applied for the ratable benefit of the Lenders, in such order as the Lenders may determine in their sole discretion; (d) payments of principal on Swingline Loans; (e) payments of principal of all other Loansand Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; (d) payments of principal of Loans and Reimbursement Obligations, as to be applied for the case may be, ratable benefit of the Lenders; (e) payments of cash amounts to the Agent in such order as the Lenders may determine in their sole discretionrespect of outstanding Letters of Credit pursuant to Section 10.1(B); (f) amounts due to be deposited into the Collateral Account in respect of Letters of CreditLenders pursuant to Sections 3.2(g), 8.15 and 12.9; (g) amounts due to the Administrative Agent and the Lenders pursuant to Sections 10.7. and 12.10.; (h) payments of all other Obligations and all other amounts due and owing by the Borrower an the other Loan Parties 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 in 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 (i) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled theretoother Indebtedness.

Allocation of Proceeds. If an Event of Default exists and maturity of any of the Obligations has been accelerated or the Termination Date has occurredexists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 12.4.) 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, the Issuing Bank and the Lenders in respect of expenses due under Section 12.2. until paid in full, and then Fees; (b) payments of interest on Swingline Loans; (c) payments of interest on all other Loans and Reimbursement Obligations to be applied for the ratable benefit of the Lenders, in such order as paid to the Lenders may determine and the Issuing Bank equally and ratably in their sole discretionaccordance with the respective amounts thereof then due and owing; (d) payments of principal on of Swingline Loans; (e) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities to be applied for the ratable benefit of the Lenders, as the case may be, Lenders in such order and priority as the Lenders may determine in their sole discretion; provided, however, to the extent that any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; (f) amounts to be deposited into the Collateral Account in respect of Letters of Credit; (g) amounts due to the Administrative Agent and the Lenders pursuant to Sections 10.711.6. and 12.10.; (hg) payments of all other Obligations and all other amounts due and owing by the Borrower an the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (ih) 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 exists has occurred and not been waived, and the maturity of any of the Obligations Notes has been accelerated or the Termination Date has occurredpursuant to Article IX, 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 or thereunderhereunder, shall be applied by the Administrative Agent in the following order and priorityorder: (a) amounts due to the Administrative AgentLenders pursuant to Sections 2.11, the Issuing Bank 3.3, 3.4 and the Lenders in respect of expenses due under Section 12.2. until paid in full, and then Fees11.5; (b) payments of interest on Swingline Loansamounts due to the Administrative Agent pursuant to Section 10.11; (c) payments of interest on all other Loans to be applied for the ratable benefit of the Lenders, in such order as the Lenders may determine in their sole discretion; (d) payments of principal on Swingline Loans; (e) payments of principal of all other Loansand Reimbursement Obligations, to be applied for the ratable benefit of the Lenders, as the case may be, Lenders (with amounts payable in respect of Swing Line Outstandings being included in such order as calculation and paid to NationsBank); (d) payments of principal of Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders may determine (with amounts payable in their sole discretionrespect of Swing Line Outstandings being included in such calculation and paid to NationsBank); (e) payments of cash amounts to the Administrative Agent in respect of outstanding Letters of Credit pursuant to Section 9.1(B); (f) amounts due to be deposited into the Collateral Account in respect of Letters of CreditLenders pursuant to Sections 3.2(g), 7.15 and 11.9; (g) amounts due to the Administrative Agent and the Lenders pursuant to Sections 10.7. and 12.10.; (h) payments of all other Obligations and all other amounts due and owing by the Borrower an the other Loan Parties 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 in 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 (i) 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.