Common use of Crediting of Payments and Proceeds Clause in Contracts

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

Crediting of Payments and Proceeds. In the event that the any Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the principal amount outstanding under the Swingline Note to the Swingline Lender, then to the principal amount outstanding and accrued and unpaid interest on the Finnish Mark Notes, then to accrued ▇▇▇ unpaid interest on the Revolving Credit Notes, the Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount of the Revolving Credit Notes, the Reimbursement Obligations and then to any termination payments due in respect of a Hedging Agreement with any Lender(which such Hedging Agreement is Lender permitted or required hereunder pursuant to Section 9.1 (pro pro- rata in accordance with all such amounts due) and then to the cash collateral account described in Section 11.2(b) hereof to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes, then to the principal amount outstanding under the Competitive Bid Notes), in that order.

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

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

Crediting of Payments and Proceeds. In Except as otherwise provided in Section 9(a) of the Security Agreement with respect to payments made from the proceeds of liquidation or other disposition of any Collateral, in the event that the Borrower shall fail to pay all or any part of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2due, all payments received by the Agent or the Lenders upon the Notes and the other Obligations and all net proceeds from the any enforcement of the Obligations shall be applied first applied: (a) first, to all expenses then due and payable by the Borrower hereunderunder the Loan Documents, then (b) then, to all indemnity obligations then due and payable by the Borrower hereunderunder the Loan Documents, then (c) then, to all Administrative Agent's and Issuing Lender's ’s fees then due and payable, then (d) then, to all commitment and other fees and commissions then due and payable, then (e) then, to accrued and unpaid interest on the Revolving Credit NotesSwing Line Loans to the Swing Line Lender, (f) then, to the principal amount outstanding under the Swing Line Loans to the Swing Line Lender, (g) then, to accrued and unpaid interest on the Loans and accrued and unpaid interest on the Reimbursement Obligation (pro rata in accordance with all such amounts due), then (h) then, to the principal amount of the Revolving Credit NotesLoans, the Reimbursement Obligation and any Hedging Obligations and Existing Hedging Obligations (including any termination payments due in respect of a Hedging Agreement with and any Lender(which such Hedging Agreement is permitted or required hereunder accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due) and then (i) then, to the cash collateral account described in Section 11.2(b) hereof 2.20.4 to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes, then to the principal amount outstanding under the Competitive Bid Notes, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay all or any part of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2due, all payments received by the Agent or the Lenders upon the Notes and the other Obligations and all net proceeds from the any enforcement of the Obligations shall be applied applied: (a) first to all expenses then due and payable by the Borrower hereunderunder the Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunderand under the Loan Documents, (c) then to all Administrative Agent's and Issuing Lender's ’s fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Revolving Credit NotesSwing Line Loans to the Swing Line Lender, (f) then to the principal amount outstanding under the Swing Line Loans to the Swing Line Lender, (g) then to accrued and unpaid interest on the Notes and accrued and unpaid interest on the Reimbursement Obligation (pro rata in accordance with all such amounts due), (h) then to the principal amount of the Revolving Credit Notes, the Reimbursement Obligation and any Hedging Obligations and (including any termination payments due in respect of a Hedging Agreement with and any Lender(which such Hedging Agreement is permitted or required hereunder accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 11.2(b) 2.20.4 hereof to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes, then to the principal amount outstanding under the Competitive Bid Notes, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2SECTION 12.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Revolving Credit Swingline Note to the Swingline Lender, then to the principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on all other Notes, the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender (pro rata which such Hedging Agreement is permitted or required hereunder) (PRO RATA in accordance with all such amounts due), then to the principal amount of the Revolving Credit Notes, the all other Notes and Reimbursement Obligations and any termination payments due in respect of a Hedging Agreement with any Lender(which such Hedging Agreement is permitted or required hereunder Obligation (pro rata PRO RATA in accordance with all such amounts due) and then to the cash collateral account described in Section 11.2(bSECTION 12.2(b) hereof to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes, then to the principal amount outstanding under the Competitive Bid Notes, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2SECTION 12.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the unpaid principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit NotesNotes (applied first to Liquidity Loans and then to other Revolving Credit Loans), Acquisition Notes and the Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount of the Revolving Credit Notes, the Acquisition Notes and Reimbursement Obligations and any termination payments due in respect of a Hedging Agreement with any Lender(which such Hedging Agreement is permitted or required hereunder Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 11.2(bSECTION 12.2(B) hereof to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes, then to the principal amount outstanding under the Competitive Bid Notes, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.28.12, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied applied: (a) first to all expenses then due and payable by Borrower hereunder and under the Borrower hereunderother Credit Documents, (b) then to all indemnity obligations then due and payable by Borrower hereunder and under the Borrower hereunderother Credit Documents, (c) then to all Administrative Agent's and Issuing Lender's fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Revolving Credit NotesSwing Line Note to the Swing Line Lender, (f) then to the principal amount outstanding under the Swing Line Note to the Swing Line Lender, (g) then to accrued and unpaid interest on the Syndicated Notes and accrued and unpaid interest on the Reimbursement Obligation (pro rata in accordance with all such amounts due), (h) then to the principal amount of the Revolving Credit Notes, the Syndicated Notes and Reimbursement Obligations and any termination payments due in respect of a Hedging Agreement with any Lender(which such Hedging Agreement is permitted or required hereunder Obligation (pro rata in accordance with all such amounts due), (i) and then to the cash collateral account described in Section 11.2(b8.12(b) hereof to the extent of any L/C Obligations then outstanding, outstanding and (j) then to accrued and unpaid interest on the Competitive Bid Notes, then to the principal amount outstanding any obligations of Borrower under the Competitive Bid Notesswap agreements (as defined in 11 U.S.C. ss. 101) with any Lender, in that order.

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

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

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

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

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

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

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

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

Crediting of Payments and Proceeds. In the event that the Borrower Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.212.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower Borrowers hereunder, then to all indemnity obligations then due and payable by the Borrower Borrowers hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder on the Revolving Credit Term D Loans to the Term D Lenders, then to the principal amount outstanding under the Term D Loans to the Term D Lenders, then to Term C Loan Deferred Interest, then to accrued but unpaid interest on the other Notes, the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement related to the Obligations with any Lender (pro rata which such Hedging Agreement is permitted or required hereunder) (PRO RATA in accordance with all such amounts due), then to the principal amount of the Revolving Credit Notes, the other Notes and Reimbursement Obligations and any termination payments due in respect of a Hedging Agreement with any Lender(which such Hedging Agreement is permitted or required hereunder Obligation (pro rata PRO RATA in accordance with all such amounts due) and then to the cash collateral account described in Section 11.2(b12.2(b) hereof to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes, then to the principal amount outstanding under the Competitive Bid Notes, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay all or any part of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2due, all payments received by the Agent or the Lenders upon the Notes and the other Obligations and all net proceeds from the any enforcement of the Obligations shall be applied applied: (a) first to all expenses then due and payable by the Borrower hereunderunder the Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunderand under the Loan Documents, (c) then to all Administrative Agent's and Issuing Lender's fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Revolving Credit NotesSwing Line Loans to the Swing Line Lender, (f) then to the principal amount outstanding under the Swing Line Loans to the Swing Line Lender, (g) then to accrued and unpaid interest on the Notes and accrued and unpaid interest on the Reimbursement Obligation (pro rata in accordance with all such amounts due), (h) then to the principal amount of the Revolving Credit Notes, the Reimbursement Obligation and any Hedging Obligations and (including any termination payments due in respect of a Hedging Agreement with and any Lender(which such Hedging Agreement is permitted or required hereunder accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 11.2(b) 2.20.4 hereof to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes, then to the principal amount outstanding under the Competitive Bid Notes, in that order.

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

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

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.28.12, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied applied: (a) first to all expenses then due and payable by Borrower hereunder and under the Borrower hereunderother Credit Documents, (b) then to all indemnity obligations then due and payable by Borrower hereunder and under the Borrower hereunderother Credit Documents, (c) then to all the Administrative Agent's ’s and Issuing Lender's Lenders’ fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Revolving Credit NotesSwing Line Note to the Swing Line Lender, (f) then to the principal amount outstanding under the Swing Line Note to the Swing Line Lender, (g) then to accrued and unpaid interest on the Syndicated Notes and accrued and unpaid interest on the Reimbursement Obligation (pro rata in accordance with all such amounts due), (h) then to the principal amount of the Revolving Credit Syndicated Notes, Reimbursement Obligation and any obligations of Borrower under swap agreements (as defined in 11 U.S.C. § 101) with any Lender or any Affiliate of a Lender at the Reimbursement Obligations and time such swap agreement is executed, including any termination payments due in respect of a Hedging Agreement with and any Lender(which such Hedging Agreement is permitted or required hereunder accrued and unpaid interest thereon (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 11.2(b8.12(b) hereof to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes, then to the principal amount outstanding under the Competitive Bid Notes, in that order.

Crediting of Payments and Proceeds. In the event that the any Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the any Borrower hereunder, then to all indemnity obligations then due and payable by the any Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes, Notes and the Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount of the Revolving Credit Notes, the Notes and Reimbursement Obligations and any termination payments due in respect of a Hedging Agreement with any Lender(which such Hedging Agreement is permitted or required hereunder Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 11.2(b) hereof to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes, then any termination payments due in respect of a Hedging Agreement with any Lender or any Affiliate thereof permitted pursuant to the principal amount outstanding under the Competitive Bid NotesSection 9.1, in that order.

Crediting of Payments and Proceeds. In the event that the any Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the any Borrower hereunder, then to all indemnity obligations then due and payable by the any Borrower hereunder, then to all Administrative Agent's and Issuing Lender's fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes, Notes and the Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount of the Revolving Credit Notes, the Notes and Reimbursement Obligations and any termination payments due in respect of a Hedging Agreement with any Lender(which such Hedging Agreement is permitted or required hereunder Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 11.2(b) hereof to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes, then any termination payments due in respect of a Hedging Agreement with any Lender or any Affiliate thereof required pursuant to the principal amount outstanding under the Competitive Bid NotesSection 8.15, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.212.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied applied: (a) first to all expenses then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, (c) then to all of the Administrative Agent's and Issuing Lender's fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Revolving Credit Notes, accrued and unpaid interest on the Reimbursement Obligation and accrued and unpaid periodic payments or interest (but not any settlement amounts) payable under any Hedging Obligations (pro rata in accordance with all such amounts due), (f) then to the principal amount of the Revolving Credit Notes, the Notes and Reimbursement Obligations Obligation and any termination payments due in respect of a settlement amounts payable under any Hedging Agreement with any Lender(which such Hedging Agreement is permitted or required hereunder Obligations (pro rata in accordance with all such amounts due) and (g) then to the cash collateral account described in Section 11.2(b12.2(b) hereof to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes, then to the principal amount outstanding under the Competitive Bid Notes, in that order.

Crediting of Payments and Proceeds. In the event that the Borrower Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.212.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied applied: (a) first to all expenses then due and payable by the Borrower hereunderBorrowers hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunderBorrowers hereunder and under the other Loan Documents, (c) then to all Administrative Agent's and Issuing Lender's fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, (f) then to the principal amount outstanding under the Swingline Note to the Swingline Lender, (g) then to accrued and unpaid interest on the Term Notes, accrued and unpaid interest on the Revolving Credit Notes, Notes and accrued and unpaid interest on the Reimbursement Obligation (pro rata in accordance with all such amounts due), (h) then to the principal amount of the Revolving Credit Term Notes, the Revolving Credit Notes and Reimbursement Obligations and any Hedging Obligations (including any termination payments due in respect of a Hedging Agreement with and any Lender(which such Hedging Agreement is permitted or required hereunder (accrued and unpaid interest thereon) pro rata in accordance with all such amounts due, (i) and then to the cash collateral account Cash Collateral Account described in Section 11.2(b12.2(b) and Section 12.2(c) hereof to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes, then to the principal amount outstanding under the Competitive Bid Notes, in that order.

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

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

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

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

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

Crediting of Payments and Proceeds. In the event that the Borrower Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.213.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied applied: (a) first to all expenses then due and payable by the Borrower hereunderBorrowers hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunderBorrowers hereunder and under the other Loan Documents, (c) then to all Administrative Agent's and ’s, Issuing Lender's ’s and Alternative Currency Lender’s fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Revolving Credit Swingline Note to the Swingline Lender and the Alternative Currency Note to the Alternative Currency Lender (pro rata in accordance with all such amounts due), (f) then to the principal amount outstanding under the Swingline Note to the Swingline Lender and the Alternative Currency Note to the Alternative Currency Lender (pro rata in accordance with all such amounts due), (g) then to accrued and unpaid interest on the other Loans and Notes, accrued and unpaid interest on the Reimbursement Obligation and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due), (h) then to the principal amount of the other Loans and Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount of the Revolving Credit Notes, the Reimbursement Obligations and any termination payments due in respect of a Hedging Agreement with any Lender(which such Hedging Agreement is permitted or required hereunder (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in Section 11.2(b13.2(b) hereof to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes, then to the principal amount outstanding under the Competitive Bid Notes, in that order.

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

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

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay all or any part of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2due, all payments received by the Agent or the Lenders upon the Notes and the other Obligations and all net proceeds from the any enforcement of the Obligations shall be applied first applied: (a) first, to all expenses then due and payable by the Borrower hereunderunder the Loan Documents, then (b) then, to all indemnity obligations then due and payable by the Borrower hereunderunder the Loan Documents, then (c) then, to all Administrative Agent's and Issuing Lender's ’s fees then due and payablepayable under the Loan Documents, then (d) then, to all commitment and other fees and commissions then due and payablepayable under the Loan Documents, then (e) then, to accrued and unpaid interest on the Revolving Credit NotesSwing Line Loans to the Swing Line Lender, (f) then, to the principal amount outstanding under the Swing Line Loans to the Swing Line Lender, (g) then, to fees and accrued and unpaid interest on the other Loans, on the Reimbursement Obligation and on any Treasury Management Obligations, Hedging Obligations and Existing Hedging Obligations then due and payable (pro rata in accordance with all such amounts due), then (h) then, to the principal amount of the Revolving Credit NotesLoans, the Reimbursement Obligation, any Treasury Management Obligations and any termination payments under Hedging Obligations and Existing Hedging Obligations then due in respect of a Hedging Agreement with any Lender(which such Hedging Agreement is permitted or required hereunder and payable (pro rata in accordance with all such amounts due) and then (i) then, to the cash collateral account described in Section 11.2(b) hereof 2.20.4 to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes, then to the principal amount outstanding under the Competitive Bid Notes, in that order.

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

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

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

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

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay all or any part of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2due, all payments received by the Agent or the Lenders upon the Notes and the other Obligations and all net proceeds from the any enforcement of the Obligations shall be applied first applied: (a) first, to all expenses then due and payable by the Borrower hereunderunder the Loan Documents, then (b) then, to all indemnity obligations then due and payable by the Borrower hereunderunder the Loan Documents, then (c) then, to all Administrative Agent's and Issuing Lender's fees then due and payablepayable under the Loan Documents, then (d) then, to all commitment and other fees and commissions then due and payablepayable under the Loan Documents, then (e) then, to accrued and unpaid interest on the Revolving Credit NotesSwing Line Loans to the Swing Line Lender, (f) then, to the principal amount outstanding under the Swing Line Loans to the Swing Line Lender, (g) then, to fees and accrued and unpaid interest on the other Loans, on the Reimbursement Obligation and on any Treasury Management Obligations, Hedging Obligations and Existing Hedging Obligations then due and payable (pro rata in accordance with all such amounts due), then (h) then, to the principal amount of the Revolving Credit NotesLoans, the Reimbursement Obligation, any Treasury Management Obligations and any termination payments under Hedging Obligations and Existing Hedging Obligations then due in respect of a Hedging Agreement with any Lender(which such Hedging Agreement is permitted or required hereunder and payable (pro rata in accordance with all such amounts due) and then (i) then, to the cash collateral account described in Section 11.2(b) hereof 2.20.4 to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes, then to the principal amount outstanding under the Competitive Bid Notes, in that order.

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

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

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

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

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

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

Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.212.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first applied: (a) first, to all expenses then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, then (b) second, to all indemnity obligations then due and payable by the Borrower hereunderhereunder and under the other Loan Documents, then (c) third, to all of the Administrative Agent's ’s and Issuing Lender's ’s fees then due and payable, then (d) fourth, to all commitment and other fees and commissions then due and payable, then to payable and all accrued and unpaid interest on the Revolving Credit Notes, accrued and unpaid interest on the Reimbursement Obligation and accrued and unpaid periodic payments or interest (but not any settlement amounts) payable under any Hedging Obligations (pro rata in accordance with all such amounts due), then (e) fifth, to the principal amount of the Revolving Credit Notes, the Notes and Reimbursement Obligations Obligation and any termination payments due in respect of a settlement amounts payable under any Hedging Agreement with any Lender(which such Hedging Agreement is permitted or required hereunder Obligations (pro rata in accordance with all such amounts due) and then (f) sixth, to the cash collateral account described in Section 11.2(b12.2(b) hereof to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes, then to the principal amount outstanding under the Competitive Bid Notes, in that order.