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 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 fees then due and payable, then to all fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the unpaid principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes (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 Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in SECTION 12.2(B) to the extent of any L/C Obligations then outstanding, 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 12.2Section 8.12, 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 Swingline Swing Line Note to the Swingline Swing Line Lender, (f) then to the unpaid principal amount outstanding under the Swingline Swing Line Note to the Swingline Swing Line Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes (applied first to Liquidity Loans and then to other Revolving Credit Loans), Acquisition 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 Acquisition Syndicated Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due), (i) and then to the cash collateral account described in SECTION 12.2(BSection 8.12(b) to the extent of any L/C Obligations then outstandingoutstanding and (j) then to any obligations of Borrower under swap agreements (as defined in 11 U.S.C. ss. 101) with any Lender, in that order.

Crediting of Payments and Proceeds. 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 12.2Section 8.12, 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 and Issuing Lender's fees then due and payable, (d) then to all commitment and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Swing Line Note to the Swingline Swing Line Lender, (f) then to the unpaid principal amount outstanding under the Swingline Swing Line Note to the Swingline Swing Line Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes (applied first to Liquidity Loans and then to other Revolving Credit Loans), Acquisition 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, the Acquisition Notes and Reimbursement Obligation and any obligations of Borrower under swap agreements (as defined in 11 U.S.C. Section 101) with any Lender, including any termination payments and any accrued and unpaid interest thereon (pro rata in accordance with all such amounts due) and (i) then to the cash collateral account described in SECTION 12.2(BSection 8.12(b) to the extent of any L/C Obligations then outstanding, 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 Section 12.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all 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 Swingline Note Notes to the Swingline Lender, then to the unpaid principal amount outstanding under the Swingline Note Notes to the Swingline Lender, then to accrued and but unpaid interest on the Revolving Credit Notes (applied first to Liquidity Loans and then to other Revolving Credit Loans)Notes, Acquisition Notes and 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 Acquisition other Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and then to the --- ---- cash collateral account described in SECTION 12.2(BSection 12.2(b) hereof to the extent of any L/C Obligations then outstanding, 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 12.2Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all 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 (applied first to Liquidity Loans and then to other Revolving Credit Loans)Notes, Acquisition Notes and 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 Acquisition Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in SECTION 12.2(BSection 11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. 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 12.2Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all 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 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 (applied first to Liquidity Loans and then to other Revolving Credit Loans)Notes, Acquisition Notes and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.1 (pro rata in accordance with all such amounts due), then to the principal amount of the Revolving Credit Notes, the Acquisition Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and Obligation, then to the cash collateral account described in SECTION 12.2(BSection 11.2(b) to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes and then to the principal amount outstanding under any Competitive Bid Notes (in inverse order of maturity) in that order.

Crediting of Payments and Proceeds. 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 Section 12.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all 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 's, the Issuing Lenders' fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to Notes, the Swingline LenderReimbursement 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 unpaid principal amount outstanding under of the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes (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 Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in SECTION 12.2(BSection 12.2(b) hereof to the extent of any L/C Obligations then outstanding, and then to the ratable payment of any other outstanding Obligations, 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 12.2Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied 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 unpaid principal amount outstanding under the Swingline Note to the Swingline Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes (applied first to Liquidity Loans Notes, accrued and then to other Revolving Credit Loans), Acquisition Notes 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 Acquisition Notes and Reimbursement Obligation Obligations and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) pro rata in accordance with all such amounts due, (i) and then to the cash collateral account Cash Collateral Account described in SECTION 12.2(BSection 11.2(b) and Section 11.2(c) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. 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 12.2Section 11.02, ------------- 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 fees then due and payable, then to all fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the unpaid principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes (applied first to Liquidity Loans and then to other Revolving Credit Loans)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 Notes, the Reimbursement Obligations and Reimbursement Obligation obligations under Hedging Agreements (pro rata in accordance with all such amounts due) and then to the cash collateral account described in SECTION 12.2(BSection 11.02(b) to the extent ---------------- of any L/C Obligations then outstanding, 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 Section 12.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all 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 Swingline Note Notes to the Swingline Lender, then to the unpaid principal amount outstanding under the Swingline Note Notes to the Swingline Lender, then to accrued and but unpaid interest on the Revolving Credit Notes (applied first to Liquidity Loans and then to other Revolving Credit Loans)Notes, Acquisition Notes and 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 Acquisition other Notes and Reimbursement Obligation (pro rata --- ---- in accordance with all such amounts due) and then to the cash collateral account described in SECTION 12.2(BSection 12.2(b) hereof to the extent of any L/C Obligations then outstanding, 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 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 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 Swingline Note to the Swingline LenderNotes, 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 (applied first to Liquidity Loans and then to other Revolving Credit Loans), Acquisition Notes and 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 Acquisition Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in SECTION 12.2(BSection 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. 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 12.2Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all 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 unpaid principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes (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 Obligation (pro rata in accordance with all such amounts due) and Obligation, then to the cash collateral account described in SECTION 12.2(BSection 11.2(b) hereof to the extent of any L/C Obligations then outstanding, and then to the ratable payment of any other outstanding Obligations, 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 12.2Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all 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 LenderNote, then to the unpaid principal amount outstanding under the Swingline Note to the Swingline LenderNote, then to accrued and unpaid interest on the Revolving Credit Notes (applied first to Liquidity Loans and then to other Revolving Credit Loans), Acquisition Notes and the Reimbursement Obligation 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 Acquisition Competitive Bid Notes, then to the principal amount outstanding under the Competitive Bid Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in SECTION 12.2(BSection 11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. 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 12.2Section 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 fees then due and payable, then to all facility and other fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the unpaid principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes (applied first to Liquidity Loans and then to other Revolving Credit Loans)Notes, Acquisition 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 Notes, the Acquisition Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in SECTION 12.2(BSection 11.2(b) hereof to the extent of any L/C Obligations then outstanding, then to accrued and unpaid interest on the Competitive Bid Notes and then to the principal amount outstanding under the Competitive Bid Notes, in that order.

Crediting of Payments and Proceeds. 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 12.2Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all 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 unpaid principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes (applied first to Liquidity Loans and then to other Revolving Credit Loans)Notes, Acquisition Notes and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender permitted pursuant to Section 10.1 (pro rata in accordance with all such amounts due), then to the principal amount of the Revolving Credit Notes, the Acquisition Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in SECTION 12.2(BSection 11.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

Crediting of Payments and Proceeds. 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 12.2Section 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 unpaid principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes (applied first to Liquidity Loans and then to other Revolving Credit Loans), Acquisition Notes and the Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender (pro rata in accordance with all such amounts due), then to the principal amount of outstanding under the Revolving Credit Notes, the Acquisition Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and Obligation, then to the cash collateral account described in SECTION 12.2(BSection 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 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 12.2Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all 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 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 unpaid principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes (applied first to Liquidity Loans and then to other Revolving Credit Loans)Notes, Acquisition 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 Acquisition Competitive Bid Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in SECTION 12.2(BSection 11.2(b) to the extent of any L/C Obligations then outstanding, 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 12.2Article VII, all payments received by the Lenders upon the Notes Loans and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied applied: (a) first to all 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 Bank’s fees then due and payable, (d) then to all facility and other fees and commissions then due and payable, (e) then to accrued and unpaid interest on the Swingline Note Loan to the Swingline Lender, (f) then to the unpaid principal amount outstanding under the Swingline Note Loans to the Swingline Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes (applied first to Liquidity Loans Loans, accrued and then to other Revolving Credit Loans), Acquisition Notes and unpaid interest on the Reimbursement Obligation Obligation, (pro rata in accordance with all such amounts due), h) then to the principal amount of the Revolving Credit NotesLoans, the Acquisition Notes and Reimbursement Obligation (pro rata in accordance with all such amounts due) and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) (pro rata in accordance with all such amounts due), (i) then to the cash collateral account described in SECTION 12.2(BSection 2.23(g) hereof to the extent of any L/C Obligations then outstanding, (j) then to accrued and unpaid interest on the Competitive Bid Loans, and (k) then to the principal amount outstanding under the Competitive Bid Loans, in that order.

Crediting of Payments and Proceeds. 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 12.211.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all 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 fees then due and payable, then to all fees and commissions then due and payable, then to accrued and unpaid interest on the Swingline Note to the Swingline Lender, then to the unpaid principal amount outstanding under the Swingline Note to the Swingline Lender, then to accrued and unpaid interest on the Revolving Credit Notes (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 Obligation (pro rata in accordance with all such amounts due) and then to the cash collateral account described in SECTION 12.2(B11.2(b) to the extent of any L/C Obligations then outstanding, 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 12.2Section 11.2, all payments received by the Lenders upon the Notes and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied 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 unpaid principal amount outstanding under the Swingline Note to the Swingline Lender, (g) then to accrued and unpaid interest on the Revolving Credit Notes (applied first to Liquidity Loans Notes, accrued and then to other Revolving Credit Loans), Acquisition Notes 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 Acquisition Notes and Reimbursement Obligation Obligations (pro rata in accordance with all such amounts due), (i) then to any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) and (j) then to the cash collateral account Cash Collateral Account described in SECTION 12.2(BSection 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, in that order.