Common use of Crediting of Payments and Proceeds Clause in Contracts

Crediting of Payments and Proceeds. In the event that any Credit Party shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2.1, all payments received by the Administrative Agent or the Lenders upon 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 Credit Parties hereunder, then to all indemnity obligations then due and payable by the Credit Parties hereunder, then to all Administrative Agent’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 Loans, then to the principal amount of the Loans and Reimbursement Obligations and any breakage, termination or other payments due under any Hedging Agreement (pro rata in accordance with all such amounts due) and then to the Cash Collateral Account to the extent of any L/C Obligations then outstanding, in that order; provided that to the extent any payments are received from any Foreign Subsidiary Borrower and applied in accordance with this Section 4.4, such payments shall only be applied to the Obligations of such Foreign Subsidiary Borrower. To the extent that any such payment received by the Administrative Agent or the Lenders is denominated in a currency which is different from the currency in which any of the Obligations is denominated, the portion of such payment to be applied to such Obligations shall be converted by the Administrative Agent in accordance with its customary practices to the currency of such Obligations and the reasonable costs of any such conversion shall be for the account of such Foreign Subsidiary Borrower.

Crediting of Payments and Proceeds. In the event that any Credit Party the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2.112.2, all payments received by the Administrative Agent or 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 Credit Parties hereunderBorrowers hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Credit Parties 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 LoansSwingline Note to the Swingline Lender, (f) then to the principal amount of outstanding under the Loans 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 and accrued and unpaid interest on the Reimbursement Obligations and any breakage, termination or other payments due under any Hedging Agreement Obligation (pro rata in accordance with all such amounts due), (h) then to the principal amount of the Term Notes, the Revolving Credit Notes and Reimbursement 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) then to the Cash Collateral Account described in Section 12.2(b) and Section 12.2(c) hereof to the extent of any L/C Obligations then outstanding, in that order; provided that to the extent any payments are received from any Foreign Subsidiary Borrower and applied in accordance with this Section 4.4, such payments shall only be applied to the Obligations of such Foreign Subsidiary Borrower. To the extent that any such payment received by the Administrative Agent or the Lenders is denominated in a currency which is different from the currency in which any of the Obligations is denominated, the portion of such payment to be applied to such Obligations shall be converted by the Administrative Agent in accordance with its customary practices to the currency of such Obligations and the reasonable costs of any such conversion shall be for the account of such Foreign Subsidiary Borrower.

Crediting of Payments and Proceeds. In the event that any Credit Party Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2.18.12, all payments received by the Administrative Agent or 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 other Credit Parties hereunderDocuments, (b) then to all indemnity obligations then due and payable by Borrower hereunder and under the other Credit Parties hereunderDocuments, (c) then to all the Administrative Agent’s '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 LoansSwing 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 Loans and Syndicated Notes, Reimbursement Obligations Obligation and any breakageobligations of Borrower under swap agreements (as defined in 11 U.S.C. Section 101) with any Lender, including any termination or other payments due under and any Hedging Agreement accrued and unpaid interest thereon (pro rata in accordance with all such amounts due) and (i) then to the Cash Collateral Account cash collateral account described in Section 8.12(b) to the extent of any L/C Obligations then outstanding, in that order; provided that to the extent any payments are received from any Foreign Subsidiary Borrower and applied in accordance with this Section 4.4, such payments shall only be applied to the Obligations of such Foreign Subsidiary Borrower. To the extent that any such payment received by the Administrative Agent or the Lenders is denominated in a currency which is different from the currency in which any of the Obligations is denominated, the portion of such payment to be applied to such Obligations shall be converted by the Administrative Agent in accordance with its customary practices to the currency of such Obligations and the reasonable costs of any such conversion shall be for the account of such Foreign Subsidiary Borrower.

Crediting of Payments and Proceeds. In the event that any Credit Party the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2.1Article VII, all payments received by the Administrative Agent or the Lenders upon the 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 Credit Parties hereunderBorrower hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Credit Parties hereunderBorrower hereunder and under the other Loan Documents, (c) then to all Administrative Agent’s and Issuing Bank’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 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 Loans, accrued and unpaid interest on the Reimbursement Obligation, (h) then to the principal amount of the Loans and Revolving Loans, Reimbursement Obligations and any breakage, termination or other payments due under any Hedging Agreement 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 cash collateral account described in Section 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; provided that to the extent any payments are received from any Foreign Subsidiary Borrower and applied in accordance with this Section 4.4, such payments shall only be applied to the Obligations of such Foreign Subsidiary Borrower. To the extent that any such payment received by the Administrative Agent or the Lenders is denominated in a currency which is different from the currency in which any of the Obligations is denominated, the portion of such payment to be applied to such Obligations shall be converted by the Administrative Agent in accordance with its customary practices to the currency of such Obligations and the reasonable costs of any such conversion shall be for the account of such Foreign Subsidiary Borrower.

Crediting of Payments and Proceeds. In the event that any Credit Party shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2.111.2, all payments received by the Administrative Agent or the Lenders upon 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 Credit Parties hereunder, then to all indemnity obligations then due and payable by the Credit Parties hereunder, then to all Administrative Agent’s '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 Loans, then to the principal amount of the Loans and Reimbursement Obligations and any breakage, termination or other payments due under any Hedging Agreement (pro rata in accordance with all such amounts due) and then to the Cash Collateral Account to the extent of any L/C Obligations then outstanding, in that order; provided that to the extent any payments are received from any Foreign Subsidiary Borrower and applied in accordance with this Section 4.4, such payments shall only be applied to the Obligations of such Foreign Subsidiary Borrower. To the extent that any such payment received by the Administrative Agent or the Lenders is denominated in a currency which is different from the currency in which any of the Obligations is denominated, the portion of such payment to be applied to such Obligations shall be converted by the Administrative Agent in accordance with its customary practices to the currency of such Obligations and the reasonable costs of any such conversion shall be for the account of such Foreign Subsidiary Borrower.

Crediting of Payments and Proceeds. In the event that any Credit Party shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2.1, all payments received by the Administrative Agent or the Lenders upon 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 Credit Parties hereunder, then to all indemnity obligations then due and payable by the Credit Parties hereunder, then to all Administrative Agent’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 Loans, then to the principal amount of the Loans and Reimbursement Obligations and any breakage, termination or other payments due under any Hedging Agreement (pro rata in accordance with all such amounts due) and then to the Cash Collateral Account to the extent of any L/C Obligations then outstanding, in that order; provided that to the extent any payments are received from any Foreign Subsidiary Borrower and applied in accordance with this Section 4.4, such payments shall only be applied to the Obligations of such Foreign Subsidiary Borrower. To the extent that any such payment received by the Administrative Agent or the Lenders is denominated in a currency which is different from the currency in which any of the Obligations is denominated, unless such payment was required to be made in such different currency pursuant to the express terms hereof, the portion of such payment to be applied to such Obligations shall be converted by the Administrative Agent in accordance with its customary practices to the currency of such Obligations and the reasonable costs of any such conversion shall be for the account of such Foreign Subsidiary Borrower.

Crediting of Payments and Proceeds. In the event that any Credit Party shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2.111.2, all payments received by the Administrative Agent or the Lenders upon 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 Credit Parties hereunder, then to all indemnity obligations then due and payable by the Credit Parties hereunder, then to all Administrative Agent’s '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 Loans, then to the principal amount of the Loans and Reimbursement Obligations and any breakage, termination or other payments due under any Hedging Agreement (pro rata in accordance with all such amounts due) and then to the Cash Collateral Account cash collateral account described in Section 11.2.2 hereof to the extent of any L/C Obligations then outstanding, in that order; provided that to the extent any payments are received from any Foreign Subsidiary Borrower Borrowers and applied in accordance with this Section 4.44.5, such payments shall only be applied to the Obligations of such the Foreign Subsidiary BorrowerBorrowers. To the extent that any such payment received by the Administrative Agent or the Lenders is denominated in a currency which is different from the currency in which any of the Obligations is denominated, the portion of such payment to be applied to such Obligations shall be converted by the Administrative Agent in accordance with its customary practices to the currency of such Obligations and the reasonable costs of any such conversion shall be for the account of such Foreign Subsidiary Borrower.

Crediting of Payments and Proceeds. In the event that any Credit Party shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2.111.2, all payments received by the Administrative Agent or the Lenders upon 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 Credit Parties hereunder, then to all indemnity obligations then due and payable by the Credit Parties hereunder, then to all Administrative Agent’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 Loans, then to the principal amount of the Loans and Reimbursement Obligations and any breakage, termination or other payments due under any Hedging Agreement (pro rata in accordance with all such amounts due) and then to the Cash Collateral Account to the extent of any L/C Obligations then outstanding, in that order; provided that to the extent any payments are received from any Foreign Subsidiary Borrower and applied in accordance with this Section 4.4, such payments shall only be applied to the Obligations of such Foreign Subsidiary Borrower. To the extent that any such payment received by the Administrative Agent or the Lenders is denominated in a currency which is different from the currency in which any of the Obligations is denominated, the portion of such payment to be applied to such Obligations shall be converted by the Administrative Agent in accordance with its customary practices to the currency of such Obligations and the reasonable costs of any such conversion shall be for the account of such Foreign Subsidiary Borrower.