Common use of Allocation of Proceeds Clause in Contracts

Allocation of Proceeds. If an Event of Default has occurred and is continuing and the maturity of all or any portion of the Bank Debt has been accelerated pursuant to this Article 14, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Bank Debt or any other amounts payable by Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 4.4, which shall be applied to repay any unreimbursed drawings or payments under Letters of Credit) shall be applied by the Administrative Agent in the following order, in each case whether or not allowed or allowable in any applicable bankruptcy, insolvency, receivership or other similar proceeding: (i) amounts due to the Administrative Agent and the Bid Agent hereunder in their capacity as such; (ii) payments of accrued interest and outstanding principal amounts owing to the Overnight Lender in respect of Overnight Advances; (iii) amounts due to the Letter of Credit Bank pursuant to Sections 4.2.3, 5.5 and 16.1; (iv) payment of cash amounts to the Administrative Agent in respect of Letters of Credit pursuant to Section 4.4 hereof; (v) amounts due to the Syndication Parties pursuant to Sections 5.5 and 16.1, on a pro rata basis; (vi) payments of accrued interest in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (vii) payments of outstanding principal amounts in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (viii) all other Bank Debt, on a pro rata basis; (ix) all other obligations of Borrower and its Subsidiaries owing to any Syndication Party, to the extent evidenced in writing to Borrower and the Administrative Agent, on a pro rata basis; and (x) any surplus remaining after application as provided for herein, to Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If Subject in all respects to the provisions of the Intercreditor Agreement, if an Event of Default has occurred and is continuing and the maturity of all or any portion of the Bank Debt has been accelerated pursuant to this Article 14exists, all payments received by (x) the Administrative Agent hereunder(or any Lender as a result of its exercise of remedies pursuant to Section 12.4.) under any of the Loan Documents, (y) the Term Loan Administrative Agent (or any Term Lender as a result of its exercise of remedies pursuant to Section 12.3. of the Existing Term Loan Agreement) under any of the Term Loan Documents, or (z) the Collateral Agent, in each case, in respect of any principal of or interest on the Bank Debt any Pari Passu Obligations, any Pari Passu Guaranteed Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or under any other Loan Document or Term Loan Document, shall be remitted to the Administrative Agent, the Term Loan Administrative Agent, and the Collateral Agent (other than each as applicable based on which party is entitled to such amounts deposited in accordance with this Section 10.5) and applied in the following order and priority (provided, however, that neither the Administrative Agent nor any Lender shall have any obligation or responsibility hereunder in connection with the application of any amounts received by the Term Loan Administrative Agent or any Term Lender pursuant to Section 4.4, which shall be applied to repay any unreimbursed drawings 10.5 of the Existing Term Loan Agreement or payments under Letters of Credit) shall be applied by the Administrative Agent in the following order, in each case whether or not allowed or allowable in any applicable bankruptcy, insolvency, receivership or other similar proceeding:Collateral Agent): (i) amounts due to the Administrative Agent Agent, the Term Loan Administrative Agent, the Collateral Agent, the Issuing Banks, the Lenders and the Bid Agent Term Lenders in respect of expenses due under Section 12.2 hereof or of the Existing Term Loan Agreement, or the Intercreditor Agreement, as applicable, until paid in full, and then (ii) Fees (as defined hereunder and under the Existing Term Loan Agreement) and other amounts due to the Administrative Agent, the Term Loan Administrative Agent, the Collateral Agent, the Lenders and the Term Lenders pursuant to Sections 11.6. and 12.10. hereof or Sections 11.6. and 12.9. of the Existing Term Loan Agreement, as applicable, in their capacity each case under the foregoing clauses (i) and (ii), in proportion to the respective amounts described in clause (i) or (ii), as suchapplicable, payable to them; (ii) payments of accrued interest and outstanding principal amounts owing to the Overnight Lender in respect of Overnight Advances; (iiib) amounts due to the Collateral Agent, the Administrative Agent, the Term Loan Administrative Agent, the Lenders and the Term Lenders in respect of Protective Advances in proportion to the respective amounts described in this clause (b) payable to them; (c) payments of interest on Swingline Loans, ratably among the Swingline Lenders in proportion to the respective amounts described in this clause (c) payable to them; (d) payments of interest on all other Loans, Term Loans and Reimbursement Obligations to be applied for the ratable benefit of (i) in the case of payments in respect of Loans and Reimbursement Obligations, the Lenders and the Issuing Banks and (ii) in the case of payments in respect of Term Loans, the Term Lenders, in each case under the foregoing clauses (i) and (ii), in proportion to the respective amounts described in this clause (d) payable to them; (e) payments of principal of Swingline Loans, ratably among the Swingline Lenders in proportion to the respective amounts described in this clause (e) payable to them; (f) payments of principal of all other Loans, Term Loans, Reimbursement Obligations and other Letter of Credit Bank Liabilities, to be applied for the ratable benefit of (i) in the case of payments in respect of Loans, Reimbursement Obligations, and other Letter of Credit Liabilities, the Lenders and the Issuing Banks, in such order and priority as the Lenders and the Issuing Banks may determine in their sole discretion, and (ii) in the case of payments in respect of Term Loans, the Term Lenders, in such order and priority as the Term Lenders may determine in their sole discretion, in each case under the foregoing clauses (i) and (ii), in proportion to the respective amounts described in this clause (f) payable to them; provided, however, that to the extent that any amounts available for distribution pursuant to Sections 4.2.3this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, 5.5 and 16.1; (iv) payment of cash such amounts shall be paid to the Administrative Agent in respect of Letters for deposit into the Letter of Credit pursuant to Section 4.4 hereofCollateral Account; (v) amounts due to the Syndication Parties pursuant to Sections 5.5 and 16.1, on a pro rata basis; (vig) payments of accrued interest in respect all other Pari Passu Obligations and other amounts due under any of Advancesthe Loan Documents or Term Loan Documents, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied for the ratable benefit of (i) in accordance with Section 6.6.1 or 6.6.2, as applicable; (vii) the case of payments of outstanding principal amounts Obligations or any other amount due under any of the Loan Documents, the Lenders and the Issuing Banks, and (ii) in respect the case of Advancespayments of “Obligations” or any other amount due under any of the Term Loan Documents, to be applied ratably between 5-Year Advances the Term Lenders, in each case under the foregoing clauses (i) and Bid Advances and thereafter applied (ii), in accordance with Section 6.6.1 or 6.6.2, as applicable; (viii) all other Bank Debt, on a pro rata basis; (ix) all other obligations of Borrower and its Subsidiaries owing to any Syndication Party, proportion to the extent evidenced respective amounts described in writing this clause (g) payable to Borrower and the Administrative Agent, on a pro rata basisthem; and (xh) any surplus amount remaining after application as provided for hereinabove and after all Pari Passu Obligations and other amounts due under any of the Loan Documents or Term Loan Documents have been paid in full, shall be paid to the Borrower or otherwise as whomever else may be required by applicable lawlegally entitled thereto.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of all or any portion of the Bank Debt Notes has been accelerated pursuant to this Article 14VI hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Bank Debt Obligations or any other amounts payable by the Borrower hereunder (or any other than amounts deposited with the Administrative Agent pursuant to Section 4.4Loan Party hereunder, which shall be applied to repay any unreimbursed drawings or payments under Letters of Credit) shall be applied by the Administrative Agent in the following order, in each case whether or not allowed or allowable in any applicable bankruptcy, insolvency, receivership or other similar proceeding: (ia) the reasonable expenses incurred in connection with retaking, holding, preserving, processing, maintaining or preparing for sale, lease or other disposition of, any Collateral, including reasonable attorney's fees and legal expenses pertaining thereto; (b) amounts due to the Administrative Banks, Agent and the Bid Agent hereunder in their capacity as such; (ii) payments of accrued interest and outstanding principal amounts owing to the Overnight Lender in respect of Overnight Advances; (iii) amounts due to the Letter of Credit Issuing Bank pursuant to Sections 4.2.32.7(a), 5.5 2.7(b), 2.7(c), 2.7(d) and 16.19.03(a); (ivc) payment payments of interest on Advances, Swing Line Advances and Letter of Credit Advances, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances being included in such calculation and paid to the Swing Line Lender); (d) payments of principal of Advances, Swing Line Advances and Letter of Credit Advances, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances being included in such calculation and paid to the Swing Line Lender); (e) payments of cash amounts to the Administrative Agent in respect of outstanding Letters of Credit pursuant to Section 4.4 hereof6.03; (vf) amounts due to the Syndication Parties Issuing Bank, the Agent and the Banks pursuant to Sections 5.5 7.05 and 16.1, on a pro rata basis9.03(b) and (c); (vig) payments of accrued interest in respect all other amounts due under any of Advancesthe Loan Documents, if any, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicablefor the ratable benefit of the Secured Parties; (vii) payments of outstanding principal amounts in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (viii) all other Bank Debt, on a pro rata basis; (ix) all other obligations of Borrower and its Subsidiaries owing to any Syndication Party, to the extent evidenced in writing to Borrower and the Administrative Agent, on a pro rata basis; and (xh) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.. 50 52

Allocation of Proceeds. If an Event of Default has occurred and is continuing and the maturity of all or any portion of the Bank Debt has Obligations have been accelerated pursuant to this Article 14, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Bank Debt Obligations or any other amounts payable by Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 4.415.30, which shall be applied to repay any unreimbursed drawings or payments under Letters of Credit) shall be applied by the Administrative Agent in the following order, in each case whether or not allowed or allowable in any applicable bankruptcy, insolvency, receivership or other similar proceeding: (i) amounts due to the Administrative Agent and the Bid Agent hereunder in their capacity as such; (ii) payments of accrued interest and outstanding principal amounts owing to the Overnight Swingline Lender in respect of Overnight Swingline Advances; (iii) amounts due to the Letter of Credit Bank Issuing Lender pursuant to Sections 4.2.3, 5.5 and 16.1; (iv) payment of cash amounts to the Administrative Agent in respect of Letters of Credit pursuant to Section 4.4 15.30 hereof; (v) amounts due to the Syndication Parties Lenders pursuant to Sections 5.5 and 16.1, on a pro rata basis; (vi) payments of accrued interest in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (vii) payments of outstanding principal amounts in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (viii) all other Bank DebtObligations, on a pro rata basis; (ix) all other obligations of Borrower and its Subsidiaries owing to any Syndication PartyLender, to the extent evidenced in writing to Borrower and the Administrative Agent, on a pro rata basis; and (x) any surplus remaining after application as provided for herein, to Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of all or any portion of the Bank Debt Notes has been accelerated pursuant to this Article 14ARTICLE XI hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Bank Debt Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 4.4hereunder, which shall be applied to repay any unreimbursed drawings or payments under Letters of Credit) shall be applied by the Administrative Agent in the following order, in each case whether or not allowed or allowable in any applicable bankruptcy, insolvency, receivership or other similar proceeding: (ia) the reasonable expenses incurred in connection with retaking, holding, preserving, processing, maintaining or preparing for sale, lease or other disposition of, any Collateral, including reasonable attorney's fees and legal expenses pertaining thereto; (b) amounts due to the Lenders and the Issuing Banks pursuant to SECTIONS 4.6(a), 4.6(b), 4.6(c), 4.6(d) AND 13.5; (c) amounts due to the Administrative Agent and the Bid Agent hereunder in their capacity as suchpursuant to SECTION 4.6(e); (iid) payments of accrued interest on Loans, Swing Line Loans and outstanding principal Reimbursement Obligations, to be applied for the ratable benefit of the Lenders (with amounts owing to the Overnight Lender payable in respect of Overnight AdvancesSwing Line Outstandings being included in such calculation and paid to Bank of America); (iiie) payments of principal of Loans, Swing Line Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders (with amounts due payable in respect of Swing Line Outstandings being included in such calculation and paid to the Letter Bank of Credit Bank pursuant to Sections 4.2.3, 5.5 and 16.1America); (ivf) payment payments of cash amounts to the Administrative Agent in respect of outstanding Letters of Credit pursuant to Section 4.4 hereofSECTION 11.1(B); (vg) amounts due to the Syndication Parties Issuing Banks, the Agents, the Lenders and others pursuant to Sections 5.5 and 16.1SECTIONS 3.2(h), 9.15 AND 13.9; (h) payments of all other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the recipients, including amounts due to any of the Lenders or their affiliates in respect of Obligations consisting of liabilities under any Swap Agreement with any of the Lenders or their affiliates on a pro rata basis; (vi) payments of accrued interest in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (vii) payments of outstanding principal amounts in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (viii) all other Bank Debt, on a pro rata basis; (ix) all other obligations of Borrower and its Subsidiaries owing to any Syndication Party, basis according to the extent evidenced in writing to Borrower and the Administrative Agent, on a pro rata basisamounts owed; and (xi) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing and the maturity of all or any portion of the Bank Debt has been accelerated pursuant to this Article 14, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Bank Debt or any other amounts payable by Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 4.4, which shall be applied to repay any unreimbursed drawings or payments under Letters of Credit) shall be applied by the Administrative Agent in the following order, in each case whether or not allowed or allowable in any applicable bankruptcy, insolvency, receivership or other similar proceeding: (i) amounts due to the Administrative Agent and the Bid Agent hereunder in their capacity as such; (ii) payments of accrued interest and outstanding principal amounts owing to the Overnight Lender in respect of Overnight Advances; (iii) amounts due to the Letter of Credit Bank pursuant to Sections 4.2.3, 5.5 and 16.1; (iv) payment of cash amounts to the Administrative Agent in respect of Letters of Credit pursuant to Section 4.4 hereof; (v) amounts due to the Syndication Parties pursuant to Sections 5.5 and 16.1, on a pro rata basis; (viiv) payments of accrued interest in respect of Advances, to be applied ratably between 53-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (viiv) payments of outstanding principal amounts in respect of Advances, to be applied ratably between 53-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (viiivi) all other Bank Debt, on a pro rata basis; (ixvii) all other obligations of Borrower and its Subsidiaries owing to any Syndication Party, to the extent evidenced in writing to Borrower and the Administrative Agent, on a pro rata basis; and (xviii) any surplus remaining after application as provided for herein, to Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has ---------------------- occurred and is continuing not been waived, and the maturity of all or any portion of the Bank Debt Notes has been accelerated pursuant to this Article 14VI hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Bank Debt Obligations or any other amounts payable by the Borrower hereunder (or any other than amounts deposited with the Administrative Agent pursuant to Section 4.4Loan Party hereunder, which shall be applied to repay any unreimbursed drawings or payments under Letters of Credit) shall be applied by the Administrative Agent in the following order, in each case whether or not allowed or allowable in any applicable bankruptcy, insolvency, receivership or other similar proceeding: (ia) the reasonable expenses incurred in connection with retaking, holding, preserving, processing, maintaining or preparing for sale, lease or other disposition of, any Collateral, including reasonable attorney's fees and legal expenses pertaining thereto; (b) amounts due to the Administrative Banks, Agent and the Bid Agent hereunder in their capacity as such; (ii) payments of accrued interest and outstanding principal amounts owing to the Overnight Lender in respect of Overnight Advances; (iii) amounts due to the Letter of Credit Issuing Bank pursuant to Sections 4.2.32.7(a), 5.5 2.7(b), 2.7(c), 2.7(d) and 16.19.03(a); (ivc) payment payments of interest on Advances, Swing Line Advances and Letter of Credit Advances, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances being included in such calculation and paid to the Swing Line Lender); (d) payments of principal of Advances, Swing Line Advances and Letter of Credit Advances, to be applied for the ratable benefit of the Banks (with amounts payable in respect of Swing Line Advances being included in such calculation and paid to the Swing Line Lender); (e) payments of cash amounts to the Administrative Agent in respect of outstanding Letters of Credit pursuant to Section 4.4 hereof6.03; (vf) amounts due to the Syndication Parties Issuing Bank, the Agent and the Banks pursuant to Sections 5.5 7.05 and 16.1, on a pro rata basis9.03(b) and (c); (vig) payments of accrued interest in respect all other amounts due under any of Advancesthe Loan Documents, if any, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicablefor the ratable benefit of the Secured Parties; (vii) payments of outstanding principal amounts in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (viii) all other Bank Debt, on a pro rata basis; (ix) all other obligations of Borrower and its Subsidiaries owing to any Syndication Party, to the extent evidenced in writing to Borrower and the Administrative Agent, on a pro rata basis; and (xh) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If Subject in all respects to the provisions of the Intercreditor Agreement, if an Event of Default has occurred and is continuing and the maturity of all or any portion of the Bank Debt has been accelerated pursuant to this Article 14exists, all payments received by (x) the Administrative Agent hereunder(or any Lender as a result of its exercise of remedies pursuant to Section 12.4.) under any of the Loan Documents, (y) the Term Loan Administrative Agent (or any Term Lender as a result of its exercise of remedies pursuant to Section 12.3. of the Existing Term Loan Agreement) under any of the Term Loan Documents, or (z) the Collateral Agent, in each case, in respect of any principal of or interest on the Bank Debt any Pari Passu Obligations, any Pari Passu Guaranteed Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or under any other Loan Document or Term Loan Document, shall be remitted to the Administrative Agent, the Term Loan Administrative Agent, and the Collateral Agent (other than each as applicable based on which party is entitled to such amounts deposited in accordance with this Section 10.5) and applied in the following order and priority (provided, however, that neither the Administrative Agent nor any Lender shall have any obligation or responsibility hereunder in connection with the application of any amounts received by the Term Loan Administrative Agent or any Term Lender pursuant to Section 4.4, which shall be applied to repay any unreimbursed drawings 10.5 of the Existing Term Loan Agreement or payments under Letters of Credit) shall be applied by the Administrative Agent in the following order, in each case whether or not allowed or allowable in any applicable bankruptcy, insolvency, receivership or other similar proceeding:Collateral Agent): (a) (i) amounts due to the Administrative Agent Agent, the Term Loan Administrative Agent, the Collateral Agent, the Issuing Banks, the Lenders and the Bid Agent Term Lenders in respect of expenses due under Section 12.2 hereof or of the Existing Term Loan Agreement, or the Intercreditor Agreement, as applicable, until paid in full, and then (ii) Fees (as defined hereunder and under the Existing Term Loan Agreement) and other amounts due to the Administrative Agent, the Term Loan Administrative Agent, the Collateral Agent, the Lenders and the Term Lenders pursuant to Sections 11.6. and 12.10. hereof or Sections 11.6. and 12.9. of the Existing Term Loan Agreement, as applicable, in their capacity each case under the foregoing clauses (i) and (ii), in proportion to the respective amounts described in clause (i) or (ii), as suchapplicable, payable to them; (ii) payments of accrued interest and outstanding principal amounts owing to the Overnight Lender in respect of Overnight Advances; (iiib) amounts due to the Collateral Agent, the Administrative Agent, the Term Loan Administrative Agent, the Lenders and the Term Lenders in respect of Protective Advances in proportion to the respective amounts described in this clause (b) payable to them; (c) payments of interest on Swingline Loans, ratably among the Swingline Lenders in proportion to the respective amounts described in this clause (c) payable to them; (d) payments of interest on all other Loans, Term Loans and Reimbursement Obligations to be applied for the ratable benefit of (i) in the case of payments in respect of Loans and Reimbursement Obligations, the Lenders and the Issuing Banks and (ii) in the case of payments in respect of Term Loans, the Term Lenders, in each case under the foregoing clauses (i) and (ii), in proportion to the respective amounts described in this clause (d) payable to them; (e) payments of principal of Swingline Loans, ratably among the Swingline Lenders in proportion to the respective amounts described in this clause (e) payable to them; (f) payments of principal of all other Loans, Term Loans, Reimbursement Obligations and other Letter of Credit Bank Liabilities, to be applied for the ratable benefit of (i) in the case of payments in respect of Loans, Reimbursement Obligations, and other Letter of Credit Liabilities, the Lenders and the Issuing Banks, in such order and priority as the Lenders and the Issuing Banks may determine in their sole discretion, and (ii) in the case of payments in respect of Term Loans, the Term Lenders, in such order and priority as the Term Lenders may determine in their sole discretion, in each case under the foregoing clauses (i) and (ii), in proportion to the respective amounts described in this clause (f) payable to them; provided, however, that to the extent that any amounts available for distribution pursuant to Sections 4.2.3this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, 5.5 and 16.1; (iv) payment of cash such amounts shall be paid to the Administrative Agent in respect of Letters for deposit into the Letter of Credit pursuant to Section 4.4 hereofCollateral Account; (v) amounts due to the Syndication Parties pursuant to Sections 5.5 and 16.1, on a pro rata basis; (vig) payments of accrued interest in respect all other Pari Passu Obligations and other amounts due under any of Advancesthe Loan Documents or Term Loan Documents, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied for the ratable benefit of (i) in accordance with Section 6.6.1 or 6.6.2, as applicable; (vii) the case of payments of outstanding principal amounts Obligations or any other amount due under any of the Loan Documents, the Lenders and the Issuing Banks, and (ii) in respect the case of Advancespayments of “Obligations” or any other amount due under any of the Term Loan Documents, to be applied ratably between 5-Year Advances the Term Lenders, in each case under the foregoing clauses (i) and Bid Advances and thereafter applied (ii), in accordance with Section 6.6.1 or 6.6.2, as applicable; (viii) all other Bank Debt, on a pro rata basis; (ix) all other obligations of Borrower and its Subsidiaries owing to any Syndication Party, proportion to the extent evidenced respective amounts described in writing this clause (g) payable to Borrower and the Administrative Agent, on a pro rata basisthem; and (xh) any surplus amount remaining after application as provided for hereinabove and after all Pari Passu Obligations and other amounts due under any of the Loan Documents or Term Loan Documents have been paid in full, shall be paid to the Borrower or otherwise as whomever else may be required by applicable lawlegally entitled thereto.

Allocation of Proceeds. If IfSubject in all respects to the provisions of the Intercreditor Agreement, if an Event of Default has occurred and is continuing and the maturity of all or any portion of the Bank Debt has been accelerated pursuant to this Article 14exists, all payments received by (x) the Administrative Agent hereunder(or any Lender as a result of its exercise of remedies pursuant to Section 12.4.) under any of the Loan Documents, (y) the Term Loan Administrative Agent (or any Term Lender as a result of its exercise of remedies pursuant to Section 12.3. of the Existing Term Loan Agreement) under any of the Term Loan Documents, or (z) the Collateral Agent, in each case, in respect of any principal of or interest on the Bank Debt theany Pari Passu Obligations, any Pari Passu Guaranteed Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or thereunder, shall beunder any other Loan Document or Term Loan Document, shall be remitted to the Administrative Agent, the Term Loan Administrative Agent, and the Collateral Agent (other than each as applicable based on which party is entitled to such amounts deposited in accordance with this Section 10.5) and applied in the following order and priority: (provided, however, that neither the Administrative Agent nor any Lender shall have any obligation or responsibility hereunder in connection with the application of any amounts received by the Term Loan Administrative Agent or any Term Lender pursuant to Section 4.4, which shall be applied to repay any unreimbursed drawings 10.5 of the Existing Term Loan Agreement or payments under Letters of Credit) shall be applied by the Administrative Agent in the following order, in each case whether or not allowed or allowable in any applicable bankruptcy, insolvency, receivership or other similar proceeding:Collateral Agent): (a) (i) amounts due to the Administrative Agent Agent, the Term Loan Administrative Agent, the Collateral Agent, the Issuing Banks, the Lenders and the Bid Agent hereunder Term Lenders in their capacity respect of expenses due under Section 12.2 hereof or of the Existing Term Loan Agreement, or the Intercreditor Agreement, as such; applicable, until paid in full, and then (ii) payments of accrued interest Fees (as defined hereunder and outstanding principal amounts owing to under the Overnight Lender in respect of Overnight Advances; (iiiExisting Term Loan Agreement) and other amounts due to the Letter of Credit Bank Administrative Agent, the Term Loan Administrative Agent, the Collateral Agent, the Lenders and the Term Lenders pursuant to Sections 4.2.3, 5.5 11.6. and 16.1; (iv) payment 12.10. hereof or Sections 11.6. and 12.9. of cash amounts to the Administrative Agent in respect of Letters of Credit pursuant to Section 4.4 hereof; (v) amounts due to the Syndication Parties pursuant to Sections 5.5 and 16.1, on a pro rata basis; (vi) payments of accrued interest in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2Existing Term Loan Agreement, as applicable; , in each case under the foregoing clauses (viii) payments of outstanding principal and (ii), in proportion to the respective amounts described in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 clause (i) or 6.6.2(ii), as applicable, payable to them; (viii) all other Bank Debt, on a pro rata basis; (ix) all other obligations of Borrower and its Subsidiaries owing to any Syndication Party, to the extent evidenced in writing to Borrower and the Administrative Agent, on a pro rata basis; and (x) any surplus remaining after application as provided for herein, to Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing not ---------------------- been waived, and the maturity of all or any portion of the Bank Debt Notes has been accelerated pursuant to this Article 14IX hereof, all payments received by the Administrative Agent hereunder, in respect of ---------- any principal of or interest on the Bank Debt Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 4.4, which shall be applied to repay any unreimbursed drawings or payments under Letters of Credit) shall be applied by the Administrative Agent in the following order, in each case whether or not allowed or allowable in any applicable bankruptcy, insolvency, receivership or other similar proceeding: (i) amounts due to the Administrative Agent Agent, the Issuing Bank, the Swing Line Lender and the Bid Agent hereunder in their capacity as such;Lenders pursuant to Sections 2.11, 3.02(f), 3.03(i), 11.06 and ------------------------------------------ 11.11 hereof; ----- (ii) payments of accrued interest amounts due to (A) the Issuing Bank pursuant to Sections 3.03(ii) ----------------- and outstanding principal amounts owing 3.04 hereof, and (B) to NationsBank, NMS and the Overnight Lender in respect of Overnight Advances;Agent pursuant to -------- Section 2.14 hereof; ------------ (iii) amounts due payments of interest on Loans and Reimbursement Obligations, to be applied for the Letter ratable benefit of Credit Bank pursuant to Sections 4.2.3, 5.5 and 16.1the Lenders; (iv) payments of principal on Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; (v) payment of cash amounts to the Administrative Agent in respect of Outstanding Letters of Credit pursuant to Section 4.4 9.01(B) hereof;; --------------- (vvi) amounts due to the Syndication Parties payment of Obligations owed a Lender or Lenders pursuant to Sections 5.5 and 16.1, Swap Agreements on a pro rata basis; (vi) payments of accrued interest in respect of Advances, basis according to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicableamounts owed; (vii) payments of outstanding principal all other amounts in respect of Advancesdue under this Agreement, if any, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (viii) all other Bank Debt, on a pro rata basis; (ix) all other obligations for the ratable benefit of Borrower and its Subsidiaries owing to any Syndication Party, to the extent evidenced in writing to Borrower and the Administrative Agent, on a pro rata basisLenders; and (xviii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If an Event of Default has occurred ---------------------- and is continuing not been waived, and the maturity of all or any portion of the Bank Debt Notes has been accelerated pursuant to this Article 14XI hereof, all payments received by the Administrative Agent ---------- hereunder, in respect of any principal of or interest on the Bank Debt Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 4.4hereunder, which shall be applied to repay any unreimbursed drawings or payments under Letters of Credit) shall be applied by the Administrative Agent in the following order, in each case whether or not allowed or allowable in any applicable bankruptcy, insolvency, receivership or other similar proceeding: (ia) amounts due to the Administrative Agent Lenders pursuant to Sections 3.10, 4.3, ------------------- 4.4 and the Bid Agent hereunder in their capacity as such;13.5; ------------ (ii) payments of accrued interest and outstanding principal amounts owing to the Overnight Lender in respect of Overnight Advances; (iiib) amounts due to the Letter of Credit Bank Agent pursuant to Sections 4.2.3Section 12.11; ------------- (c) payments of interest on Loans, 5.5 Swing Line Loans and 16.1Reimbursement Obligations, to be applied for the ratable benefit of the Lenders based on their respective Applicable Commitment Percentages (with amounts payable in respect of Swing Line Outstandings being included in such calculation and paid to NationsBank); (ivd) payment payments of principal of Loans, Swing Line Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders in accordance with their respective Applicable Commitment Percentages (with amounts payable in respect 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 4.4 hereof;11.1(B); --------------- (vf) amounts due to the Syndication Parties Lenders pursuant to Sections 5.5 4.2(g), 9.15 --------------------- and 16.113.9; ---- (g) payments of all other amounts due 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; (vi) payments of accrued interest in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (vii) payments of outstanding principal amounts in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (viii) all other Bank Debt, on a pro rata basis; (ix) all other obligations of Borrower and its Subsidiaries owing to any Syndication Party, basis according to the extent evidenced in writing to Borrower and the Administrative Agent, on a pro rata basisamounts owed; and (xi) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.. 105

Allocation of Proceeds. If an Event of Default has occurred and is continuing not been waived, and the maturity of all or any portion of the Bank Debt Notes has been accelerated pursuant to this Article 14ARTICLE XI hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Bank Debt Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 4.4hereunder, which shall be applied to repay any unreimbursed drawings or payments under Letters of Credit) shall be applied by the Administrative Agent in the following order, in each case whether or not allowed or allowable in any applicable bankruptcy, insolvency, receivership or other similar proceeding: (ia) amounts due to the Administrative Agent Lenders and the Bid Agent hereunder in their capacity as such; Issuing Bank pursuant to SECTIONS 4.6(a), 4.6(b), 4.6(c), and 13.5; (ii) payments of accrued interest and outstanding principal amounts owing to the Overnight Lender in respect of Overnight Advances; (iiib) amounts due to the Letter of Credit Bank Agent pursuant to Sections 4.2.3SECTION 4.6(d); (c) payments of interest on Loans, 5.5 Swing Line Loans and 16.1; Reimbursement Obligations, to be applied for the ratable benefit of the Lenders (ivwith amounts payable in respect of Swing Line Outstandings being included in such calculation and paid to Bank of America); (d) payment payments of principal of Loans, Swing Line Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders(with amounts payable in respect of Swing Line Outstandings being included in such calculation and paid to Bank of America); (e) payments of cash amounts to the Administrative Agent in respect of outstanding Letters of Credit pursuant to Section 4.4 hereof; SECTION 11.1(b); (vf) amounts due to the Syndication Parties Issuing Bank, the Agent and the Lenders pursuant to Sections 5.5 SECTIONS 3.2(h), 9.14(c) and 16.113.9; (g) payments of all other amounts due 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 or their affiliates in respect of Obligations consisting of liabilities under any Swap Agreement with any of the Lenders or their affiliates on a pro rata basis; (vi) payments of accrued interest in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (vii) payments of outstanding principal amounts in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (viii) all other Bank Debt, on a pro rata basis; (ix) all other obligations of Borrower and its Subsidiaries owing to any Syndication Party, basis according to the extent evidenced in writing to Borrower amounts owed; and the Administrative Agent, on a pro rata basis; and (xi) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.. S-97 <PAGE> 105 S-98 <PAGE> 106 ARTICLE XII The Agent ---------

Allocation of Proceeds. If an Event of Default has occurred and is continuing ---------------------- not been waived, and the maturity of all or any portion of the Bank Debt Notes has been accelerated pursuant to this Article 14X hereof, all payments received by the Administrative Agent hereunder, in respect of --------- any principal of or interest on the Bank Debt Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 4.4hereunder, which shall be applied to repay any unreimbursed drawings or payments under Letters of Credit) shall be applied by the Administrative Agent in the following order, in each case whether or not allowed or allowable in any applicable bankruptcy, insolvency, receivership or other similar proceeding: (ia) amounts due to the Administrative Agent Lenders pursuant to Sections 2.10, 3.3, 3.4 and the Bid Agent hereunder in their capacity as such;--------------------------- 12.5; ---- (ii) payments of accrued interest and outstanding principal amounts owing to the Overnight Lender in respect of Overnight Advances; (iiib) amounts due to the Letter of Credit Bank Agent pursuant to Sections 4.2.3Section 11.9; ------------ (c) payments of interest on Loans, 5.5 Swing Line Loans and 16.1Reimbursement Obligations, to be applied for the ratable benefit of the Lenders (with amounts payable in respect of Swing Line Outstandings being included in such calculation and paid to NationsBank); (ivd) payment payments of principal of Loans, Swing Line Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders (with amounts payable in respect 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 4.4 hereof;10.1(b); --------------- (vf) amounts due to the Syndication Parties Lenders pursuant to Sections 5.5 3.2(g), 8.15 and 16.1--------------------- 12.9; ---- (g) payments of all other amounts due 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; (vi) payments of accrued interest in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (vii) payments of outstanding principal amounts in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (viii) all other Bank Debt, on a pro rata basis; (ix) all other obligations of Borrower and its Subsidiaries owing to any Syndication Party, basis according to the extent evidenced in writing to Borrower and the Administrative Agent, on a pro rata basisamounts owed; and (xi) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.