Common use of Priority of Distributions Clause in Contracts

Priority of Distributions. Parent and each Borrower hereby irrevocably waive the right to direct the application of any and all payments in respect of their Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree that, notwithstanding the provisions of Sections 2.09(c) and 2.14, after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralized), all amounts collected or received on account of any Finance Obligation shall, subject to the provisions of Section 2.16 and Section 2.17, be applied by the Administrative Agent in the following order: FIRST, to pay interest on and then principal of any portion of the Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a Borrower; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer in their capacities as such) in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management Agreement; FOURTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTH, except as set forth in clauses FIRST through FOURTH above, to the payment of the outstanding Finance Obligations owing to any Finance Party, pro rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Share of the amount remaining to be distributed, (ii) an amount equal to the Swap Obligations being paid to the trustee, paying agent or other similar representative (each, a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it by the Loan Parties or, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Share of the amount remaining to be distributed; and SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Share of amounts available to be applied pursuant to clauses THIRD, FOURTH and FIFTH above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to Sections 2.05 and 2.16, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligations.

Priority of Distributions. Parent So long as any unit of Designated Preferred remains outstanding and each Borrower hereby irrevocably waive owned by the right to direct United States Department of the application of Treasury or its affiliates, no distribution shall be declared or paid on the Common Interests or any and all payments in respect of their Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree that, notwithstanding the provisions of Sections 2.09(c) and 2.14, after the exercise of remedies provided for in Section 8.02 (other Junior Interests or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralized), all amounts collected or received on account of any Finance Obligation shallParity Interests, subject to the provisions of Section 2.16 and Section 2.17, be applied by the Administrative Agent in the immediately following order: FIRST, to pay interest on and then principal of any portion of the Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a Borrower; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer in their capacities as such) in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management Agreement; FOURTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTH, except as set forth in clauses FIRST through FOURTH above, to the payment of the outstanding Finance Obligations owing to any Finance Party, pro rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (paragraph in the case of Senior Credit Obligations owing Parity Interests, and no Common Interests, Junior Interests, Parity Interests or trust preferred securities issued by the Issuer or any affiliate of the Issuer shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Issuer or any of its subsidiaries unless all accrued and unpaid distributions for all past Distribution Periods, including the latest completed Distribution Period (including, if applicable as provided in Section 3(a) above, distributions on such amount), on all outstanding units of Designated Preferred have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of units of Designated Preferred on the applicable record date). The foregoing limitation shall not apply to (i) redemptions, purchases or other acquisitions of Common Interests or other Junior Interests in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice; (ii) the acquisition by the Issuer or any of its subsidiaries of record ownership in Junior Interests or Parity Interests for the beneficial ownership of any other persons (other than the Issuer or any of its subsidiaries), including as trustees or custodians; (iii) the exchange or conversion of Junior Interests for or into other Junior Interests or of Parity Interests for or into other Parity Interests (with the same or lesser aggregate capital amount) or Junior Interests, in each case, solely to the Collateral Agent) or extent required pursuant to binding contractual agreements entered into prior to the Administrative Agent Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Interests; (iv) distributions by any wholly-owned subsidiary of the Issuer; (v) redemptions of securities held by the Issuer or any wholly-owned subsidiary of the Issuer; and (vi) tax distributions on Junior Interests to the extent determined to be reasonably necessary by the Board of Managers and as are otherwise permitted under Article V of the LLC Agreement. When distributions are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the holders thereof on the applicable record date) on any Distribution Payment Date (or, in the case of Parity Interests having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within a Distribution Period related to such Distribution Payment Date) in full upon Designated Preferred and any Parity Interests, all distributions declared on Designated Preferred and all such Parity Interests and payable on such Distribution Payment Date (or, in the case of Parity Interests having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the Distribution Period related to such Distribution Payment Date) shall be declared pro rata so that the respective amounts of such distributions declared shall bear the same ratio to each other Senior Credit Obligationsas all accrued and unpaid distributions per unit on the units of Designated Preferred (including, if applicable as provided in Section 3(a) for above, distributions on such amount) and all Parity Interests payable on such Distribution Payment Date (or, in the account case of Parity Interests having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the Distribution Period related to such Distribution Payment Date) (subject to their having been declared by the Board of Managers or a duly authorized committee of the Lenders Board of Managers out of legally available funds and including, in the case of Parity Interests that bear cumulative distributions, all accrued but unpaid distributions) bear to each other. If the Board of Managers or any Agent, with a duly authorized committee of the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient Board of Managers determines not to pay in any distribution or a full all Senior Credit Obligationsdistribution on a Distribution Payment Date, its Pro rata Share of the amount remaining to be distributed, (ii) an amount equal Issuer will provide written notice to the Swap Obligations being paid holders of Designated Preferred prior to the trustee, paying agent or other similar representative (each, a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal such Distribution Payment Date. Subject to the outstanding Swap Obligations owed to it by the Loan Parties or, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Share of the amount remaining to be distributed; and SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, and not otherwise, such distributions (ipayable in cash, securities or other property) amounts received shall as may be applied in determined by the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each Board of Managers or any duly authorized committee of the Finance Parties shall receive an amount equal to its Pro rata Share Board of amounts available to Managers may be applied pursuant to clauses THIRDdeclared and paid on any securities, FOURTH including Common Interests and FIFTH above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to Sections 2.05 and 2.16other Junior Interests, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer from time to time out of any funds legally available for any drawings under such Letters payment, and holders of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors Designated Preferred shall not be entitled to receive participate in any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligationsdistributions.

Priority of Distributions. Parent and each The Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of their Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree agrees that, notwithstanding the provisions of Sections 2.09(c2.08(b) and 2.142.12, after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralizedpayable), all amounts collected or received on account of any Finance Obligation shall, subject to the provisions of Section 2.16 2.14 and Section 2.17the Intercreditor Agreement, be applied by the Administrative Agent in the following order: FIRST, to pay interest on and then principal of any portion of the Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a the Borrower; SECOND, to the payment of all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) of the Administrative Agent or the Collateral Agent then due and payable and under any Loan Document in connection with enforcing the rights of the Finance Parties under the Finance Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer in their capacities as such) in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management Agreement; FOURTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTH, except as set forth in clauses FIRST through FOURTH above, to the payment of the outstanding Finance Obligations owing to any Finance Party, pro rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Share of the amount remaining to be distributed, (ii) an amount equal to the Swap Obligations being paid to the trustee, paying agent or other similar representative (each, a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it by the Loan Parties or, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed and (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Share of the amount remaining to be distributed; and SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; category and (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Share of amounts available to be applied pursuant to clauses THIRD, FOURTH and FIFTH above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to Sections 2.05 and 2.16, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligations.

Priority of Distributions. Parent and each Each Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of their Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree agrees that, notwithstanding the provisions of Sections 2.09(c2.09(b) and 2.14, after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralized), all amounts collected or received on account of any Finance Obligation shall, subject to the provisions of Section Sections 2.16 and Section 2.172.17 and the Intercreditor Agreement, be applied by the Administrative Agent in the following order: FIRST, ratably, to pay any fees, indemnities, or expense reimbursements then owing to any Agent and any L/C Issuer (other than in connection with Cash Management Obligations or Swap Obligations); SECOND, ratably, to pay any fees or expense reimbursements then owing to the Lender Parties (other than in connection with Cash Management Obligations or Swap Obligations), THIRD, ratably, to pay interest on and then due in respect of the Protective Advances, FOURTH, ratably, to pay the principal of any portion of the Protective Advances, FIFTH, ratably, to pay interest then due and payable on the Loans that (other than the Protective Advances) and unreimbursed L/C Disbursements, SIXTH, ratably, to pay principal on the Loans (other than the Protective Advances), unreimbursed L/C Disbursements and any amounts owing with respect to Reported Cash Management Obligations and Reported Swap Secured Obligations, SEVENTH, ratably, to pay an amount to the Administrative Agent may have advanced on behalf equal to 103% of any Lender the aggregate undrawn face amount of all outstanding Letters of Credit, to be held as Cash Collateral for which the Administrative Agent has not then been reimbursed by such Lender or a Borrower; SECONDLetters of Credit, EIGHTH, ratably, to the payment of all reasonable out-of-pocket costs any amounts owing with respect to Cash Management Obligations (other than Reported Cash Management Obligations) and expenses Swap Secured Obligations (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Documentsother than Reported Swap Secured Obligations), including all expenses of sale or other realization of or in respect of the CollateralNINTH, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRDratably, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer in their capacities as such) in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management Agreement; FOURTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTH, except as set forth in clauses FIRST through FOURTH above, to the payment of the outstanding other Finance Obligations owing to the Administrative Agent or any Finance Lender Party, pro rataand TENTH, as set forth below, any balance remaining after the Finance Obligations shall have been paid in full and no Letters of Credit shall be outstanding (other than Letters of Credit which have been Cash Collateralized in accordance with (ithe foregoing) an amount equal shall be paid over to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or applicable Loan Party at its account designated for such purpose by written notice by such Loan Party to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Share of the amount remaining to be distributed, (ii) an amount equal to the Swap Obligations being paid to the trustee, paying agent or other similar representative (each, a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it by the Loan Parties or, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Share of the amount remaining to be distributed; and SIXTH, to the payment of the surplus, if any, to whoever whomsoever else may be lawfully entitled to receive such surplusthe same. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; . Each payment (iiincluding each prepayment) each by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders, unless otherwise provided by this Agreement. The application of any payment pursuant to this Section 8.03 shall be made first, to Base Rate Loans and second, to Eurodollar Loans. Each of the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Finance Parties Obligations to maximize realization of the Collateral (it being understood that, notwithstanding the foregoing, in no event shall receive an amount equal to its Pro rata Share of amounts available to be applied pursuant to clauses THIRD, FOURTH and FIFTH above; and (iii) to the extent that any amounts available for distribution payments be made pursuant to clause FIFTH EIGHT or NINTH above are attributable prior to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to Sections 2.05 and 2.16, such amounts shall be held by the Collateral Agent payment in a cash collateral account and applied (x) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration full of all Letters of Credit, to all other obligations of the types described in clause FIFTH above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligationsclauses FIRST through SEVENTH above).

Priority of Distributions. Parent and each Borrower hereby irrevocably waive the right to direct the application of any and all payments in respect of their Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree that, notwithstanding the provisions of Sections 2.09(c) and 2.14, after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralized), all amounts collected or received on account of any Finance Obligation shall, subject to the provisions of Section 2.16 and Section 2.17, be applied by the Administrative Agent in the following order: FIRST, to pay interest on and then principal of any portion of the Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a Borrower; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer in their capacities as such) in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management Agreement; FOURTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTH, except as set forth in clauses FIRST through FOURTH above, to the payment of the outstanding Finance Obligations owing to any Finance Party, pro rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Share of the amount remaining to be distributed, (ii) an amount equal to the Swap Obligations being paid to the trustee, paying agent or other similar representative (each, a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it by the Loan Parties or, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Share of the amount remaining to be distributed; and SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Share of amounts available to be applied pursuant to clauses THIRD, FOURTH and FIFTH above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to -154- Sections 2.05 and 2.16, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligations, but appropriate adjustments shall be made with respect to payments from the other Guarantors that are “eligible contract participants” or on account of their assets to preserve the allocation to the Finance Obligations set forth above.

Priority of Distributions. Parent and each The Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of their its Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree agrees that, notwithstanding the provisions of Sections 2.09(c2.09(b) and 2.14, after the exercise occurrence and during the continuance of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralized)an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent or any Finance Party on account of amounts then due and outstanding under any of the Senior Finance Obligation shall, subject to Documents or any Derivative Agreement or in respect of the provisions Collateral shall be paid over or delivered in respect of Section 2.16 and Section 2.17, be applied by the Administrative Agent in the following orderits Finance Obligations as follows: FIRST, to pay interest on and then principal of any portion of the Revolving Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a the Borrower; SECOND, to pay interest on and then principal of any Swingline Loan; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRDFOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer Issuing Lender in their capacities its capacity as such) in connection with enforcing its rights under the Loan Senior Finance Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, Lender and (ii) each Swap Derivatives Creditor in connection with enforcing any of its rights under the Swap Derivatives Agreements or otherwise with respect to the Swap Derivatives Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management AgreementDerivatives Creditor; FOURTHFIFTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTHSIXTH, except as set forth in clauses FIRST through FOURTH FIFTH above, to the payment of the outstanding Finance Senior Obligations and Derivatives Obligations owing to any Finance Party, pro pro-rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Pro-Rata Share of the amount remaining to be distributed, and (ii) an amount equal to the Swap Derivatives Obligations being paid to the trustee, paying agent or other similar representative (each, each a “Representative”) for the Swap Derivatives Creditors, with each Swap Derivatives Creditor receiving an amount equal to the outstanding Swap Derivatives Obligations owed to it by the Loan Credit Parties or, if the proceeds are insufficient to pay in full all such Swap Derivatives Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Pro-Rata Share of the amount remaining to be distributed; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Pro-Rata Share of amounts available to be applied pursuant to clauses THIRD“FOURTH”, FOURTH “FIFTH”, and FIFTH “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH “SIXTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to Sections 2.05 and 2.16Credit, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH “SIXTH” above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligations.

Priority of Distributions. Parent and each Borrower The Company hereby irrevocably waive waives the right to direct the application of any and all payments in respect of their its Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree agrees that, notwithstanding the provisions of Sections 2.09(cSECTIONS 2.09(B) and 2.14, after the exercise occurrence and during the continuance of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralized)an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent or any Finance Party on account of amounts then due and outstanding under any of the Loan Documents or any Swap Agreement or in respect of the Collateral shall be paid over or delivered in respect of its Finance Obligation shall, subject to the provisions of Section 2.16 and Section 2.17, be applied by the Administrative Agent in the following orderObligations as follows: FIRST, to pay interest on and then principal of any portion of the Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a Borrowerthe Company; SECOND, to pay interest on and then principal of any Swing Line Loan; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ ' fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRDFOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ ' fees) of (i) each of the Lenders (including any L/C Issuer in their capacities its capacity as such) in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, Lender and (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management AgreementCreditor; FOURTHFIFTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTHSIXTH, except as set forth in clauses CLAUSES FIRST through FOURTH FIFTH above, to the payment of the outstanding Finance Senior Credit Obligations and Swap Obligations owing to any Finance Party, pro rataPro-Rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Pro-Rata Share of the amount remaining to be distributed, and (ii) an amount equal to the Swap Obligations being paid to the trustee, paying agent or other similar representative (each, each a “Representative”"REPRESENTATIVE") for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it by the Loan Parties or, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Pro-Rata Share of the amount remaining to be distributed; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Pro-Rata Share of amounts available to be applied pursuant to clauses THIRDCLAUSES "FOURTH", FOURTH "FIFTH" and FIFTH "SIXTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH CLAUSE "SIXTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to Sections 2.05 and 2.16Credit, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH CLAUSES "SIXTH" above in the manner provided in this Section SECTION 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligations.

Priority of Distributions. Parent and each The Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of their its Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree agrees that, notwithstanding the provisions of Sections 2.09(c) and 2.14, after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash CollateralizedCollateralized as set forth in Section 8.02(c), all amounts collected or received on account of any Finance Obligation shall, subject to the provisions of Section 2.16 and Section 2.17, be applied by the Administrative Agent in the following order: FIRST, to pay interest on and then principal of any portion of the Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a the Borrower; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer in their capacities as such) in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management Agreement; FOURTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTH, except as set forth in clauses FIRST through FOURTH above, to the payment of the outstanding Finance Senior Credit Obligations, Swap Obligations and obligations under Secured Cash Management Agreements owing to any Finance Party, pro rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Share of the amount remaining to be distributed, (ii) an amount equal to the Swap Obligations being paid to the trustee, paying agent or other similar representative (each, each a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it by the Loan Parties or, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed and (iii) an amount equal to the obligations owing in respect of Secured Cash Management Obligations Agreements being paid to the Cash Management BanksBanks party to such Secured Cash Management Agreements, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations obligations owed to it entered into with a by the Loan Party Parties or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Share of the amount remaining to be distributed; and SIXTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Share (as defined below) of amounts available to be applied pursuant to clauses THIRD, FOURTH and FIFTH above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a the Borrower pursuant to Sections 2.05 and 2.16, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligations.

Priority of Distributions. Parent (a) In order to expedite the various transactions contemplated by this Agreement, each Lender, the Floor Plan Agent and the Swing Line Bank hereby irrevocably appoints and authorizes JPMorgan Chase Bank, N.A. to act as Agent on its behalf. Each of the Lenders, the Floor Plan Agent and the Swing Line Bank and each Borrower subsequent holder of any Note by its acceptance thereof, hereby irrevocably waive authorizes and directs the right Agent to direct take such action on its behalf and to exercise such powers hereunder as are specifically delegated to or required of the application Agent by the terms and provisions hereof, together with such powers as are reasonably incidental thereto. The Agent may perform any of its duties hereunder by or through its agents and employees. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have, by reason of this Agreement or any and all payments other Loan Document, a fiduciary relationship in respect of their Finance Obligations any Lender, the Floor Plan Agent or the Swing Line Bank; and nothing in this Agreement or any proceeds other Loan Document, expressed or implied, is intended to, or shall be so construed as to, impose upon the Agent any obligations in respect of Collateral after the occurrence and during the continuance of an Event of Default and agree that, notwithstanding the provisions of Sections 2.09(c) and 2.14, after the exercise of remedies provided for in Section 8.02 (this Agreement or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralized), all amounts collected any other Loan Document except as expressly set forth herein or received on account of any Finance Obligation shall, subject to the provisions of Section 2.16 and Section 2.17, be applied by the Administrative therein. The Agent in the following order: FIRST, to pay interest on and then principal of any portion of the Loans that the Administrative Agent may have advanced is hereby expressly authorized on behalf of the Lenders, the Floor Plan Agent and the Swing Line Bank, without hereby limiting any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a Borrower; SECONDimplied authority, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) to receive on behalf of each of the Lenders (including and the Swing Line Bank any L/C Issuer in their capacities as such) in connection with enforcing its rights under payment of principal of or interest on the Loan Documents or otherwise with respect Notes outstanding hereunder and all other amounts accrued hereunder paid to the Senior Credit Obligations owing Agent, and promptly to such Lender, distribute to each Lender its proper share of all payments so received; (ii) to give notice within a reasonable time on behalf of each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect Lenders and the Swing Line Bank to the Swap Obligations owing to such Swap Creditor and Borrowers of any Default or Event of Default specified in this Agreement of which the Agent has actual knowledge as provided in Section 12.7; (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management Agreement; FOURTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTH, except as set forth in clauses FIRST through FOURTH above, distribute to the payment of the outstanding Finance Obligations owing to any Finance Party, pro rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal Swing Line Bank copies of all notices, agreements and other material as provided for in this Agreement as received by the Agent; (iv) to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Share of the amount remaining to be distributed, (ii) an amount equal distribute to the Swap Obligations being paid to the trusteeBorrowers any and all requests, paying agent or other similar representative (each, a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it demands and approvals received by the Loan Parties orAgent or from the Lenders, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Share of the amount remaining to be distributed; and SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Share of amounts available to be applied pursuant to clauses THIRD, FOURTH and FIFTH above; and (iiiv) to the extent that any amounts available for distribution pursuant to clause FIFTH above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to Sections 2.05 distribute and 2.16receive all notices, such amounts shall be held by the Collateral Agent in a cash collateral account agreements and applied (x) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH above in the manner material as provided in this Section 8.03Agreement with respect to Floor Plan Loans and to deal with the Floor Plan Agent to the fullest extent required or contemplated by the terms of their Agreement or any other Loan Document. Notwithstanding As to any matters not expressly provided for by this Agreement, the foregoingNotes or the other Loan Documents (including enforcement or collection of the Notes), Swap Creditors the Agent shall not be entitled required to receive exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such payments frominstructions shall be binding upon all Lenders and all holders of Notes and the Loans, the Floor Plan Agent and the Swing Line Bank; provided, that the Agent shall not be required to take any action which exposes the Agent to personal liability or any proceeds of Collateral of, a Guarantor that which is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) contrary to the extent it would be considered a payment on account of Excluded Swap Obligationsthis Agreement or applicable law.

Priority of Distributions. Parent (a) In order to expedite the various transactions contemplated by this Agreement, each Lender, the Floor Plan Agent and the Swing Line Bank hereby irrevocably appoints and authorizes Chase to act as Agent on its behalf. Each of the Lenders, the Floor Plan Agent and the Swing Line Bank and each Borrower subsequent holder of any Note or the Swing Line Note by its acceptance thereof, hereby irrevocably waive authorizes and directs the right Agent to direct take such action on its behalf and to exercise such powers hereunder as are specifically delegated to or required of the application Agent by the terms and provisions hereof, together with such powers as are reasonably incidental thereto. The Agent may perform any of its duties hereunder by or through its agents and employees. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of this Agreement or any and all payments other Loan Document a fiduciary relationship in respect of their Finance Obligations any Lender, the Floor Plan Agent or the Swing Line Bank; and nothing in this Agreement or any proceeds other Loan Document, expressed or implied, is intended to, or shall be so construed as to, impose upon the Agent any obligations in respect of Collateral after the occurrence and during the continuance of an Event of Default and agree that, notwithstanding the provisions of Sections 2.09(c) and 2.14, after the exercise of remedies provided for in Section 8.02 (this Agreement or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralized), all amounts collected any other Loan Document except as expressly set forth herein or received on account of any Finance Obligation shall, subject to the provisions of Section 2.16 and Section 2.17, be applied by the Administrative therein. The Agent in the following order: FIRST, to pay interest on and then principal of any portion of the Loans that the Administrative Agent may have advanced is hereby expressly authorized on behalf of the Lenders, the Floor Plan Agent and the Swing Line Bank, without hereby limiting any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a Borrower; SECONDimplied authority, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) to receive on behalf of each of the Lenders (including any L/C Issuer in their capacities as such) in connection with enforcing its rights under payment of principal of or interest on the Loan Documents or otherwise with respect Notes outstanding hereunder and all other amounts accrued hereunder paid to the Senior Credit Obligations owing Agent, and promptly to such Lender, distribute to each Lender its proper share of all payments so received; (ii) to give notice within a reasonable time on behalf of each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect Lenders and the Swing Line Bank to the Swap Obligations owing to such Swap Creditor and Borrowers of any Default or Event of Default specified in this Agreement of which the Agent has actual knowledge as provided in Section 12.7; (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management Agreement; FOURTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTH, except as set forth in clauses FIRST through FOURTH above, distribute to the payment of the outstanding Finance Obligations owing to any Finance Party, pro rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal Swing Line Bank copies of all notices, agreements and other material as provided for in this Agreement as received by the Agent; (iv) to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Share of the amount remaining to be distributed, (ii) an amount equal distribute to the Swap Obligations being paid to the trusteeBorrowers any and all requests, paying agent or other similar representative (each, a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it demands and approvals received by the Loan Parties orAgent or from the Lenders, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Share of the amount remaining to be distributed; and SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Share of amounts available to be applied pursuant to clauses THIRD, FOURTH and FIFTH above; and (iiiv) to the extent that any amounts available for distribution pursuant to clause FIFTH above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to Sections 2.05 distribute and 2.16receive all notices, such amounts shall be held by the Collateral Agent in a cash collateral account agreements and applied (x) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH above in the manner material as provided in this Section 8.03Agreement with respect to Floor Plan Loans and to deal with the Floor Plan Agent to the fullest extent required or contemplated by the terms of their Agreement or any other Loan Document. Notwithstanding As to any matters not expressly provided for by this Agreement, the foregoingNotes, Swap Creditors the Swing Line Note or the other Loan Documents (including enforcement or collection of the Notes or the Swing Line Note), the Agent shall not be entitled required to receive exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such payments frominstructions shall be binding upon all Lenders and all holders of Notes, the Swing Line Note and the Loans, the Floor Plan Agent and the Swing Line Bank; provided, however, that the Agent shall not be required to take any action which exposes the Agent to personal liability or any proceeds of Collateral of, a Guarantor that which is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) contrary to the extent it would be considered a payment on account of Excluded Swap Obligationsthis Agreement or applicable law.

Priority of Distributions. Parent and each the Borrower hereby irrevocably waive the right to direct the application of any and all payments in respect of their Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree that, notwithstanding the provisions of Sections 2.09(c) and 2.14, after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralized), all amounts collected or received on account of any Finance Obligation shall, subject to the provisions of Section 2.16 and Section 2.17, be applied by the Administrative Agent in the following order: FIRST, to pay interest on and then principal of any portion of the Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a the Borrower; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Documents, including all expenses ex- penses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer in their capacities as such) in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management Agreement; FOURTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTH, except as set forth in clauses FIRST through FOURTH above, to the payment of the outstanding Finance Obligations owing to any Finance Party, pro rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Share of the amount remaining to be distributed, (ii) an amount equal to the Swap Obligations being paid to the trustee, paying agent or other similar representative (each, a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it by the Loan Parties or, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Share of the amount remaining to be distributed; and SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Share of amounts available to be applied pursuant to clauses THIRD, FOURTH and FIFTH above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a the Borrower pursuant to Sections 2.05 and 2.16, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligations.

Priority of Distributions. Parent and each Borrower hereby irrevocably waive the right to direct the application of any and all payments in respect of their Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree that, notwithstanding the provisions of Sections 2.09(c) and 2.14, after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralized), all amounts collected or received on account of any Finance Obligation shall, subject to the provisions of Section 2.16 and Section 2.17, be applied by the Administrative Agent in the following order: FIRST, to pay interest on and then principal of any portion of the Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a Borrower; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer in their capacities as such) in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management Agreement; FOURTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTH, except as set forth in clauses FIRST through FOURTH above, to the payment of the outstanding Finance Obligations owing to any Finance Party, pro rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Share of the amount remaining to be distributed, (ii) an amount equal to the Swap Obligations being paid to the trustee, paying agent or other similar representative (each, a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it by the Loan Parties or, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Share of the amount remaining to be distributed; and SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Share of amounts available to be applied pursuant to clauses THIRD, FOURTH and FIFTH above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to Sections 2.05 and 2.16, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligations, but appropriate adjustments shall be made with respect to payments from the other Guarantors that are “eligible contract participants” or on account of their assets to preserve the allocation to the Finance Obligations set forth above.

Priority of Distributions. Parent and each Each Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of their Finance its Senior Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree agrees that, notwithstanding the provisions of Sections 2.09(c2.09(b) and 2.14, after the exercise occurrence and during the continuance of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralized)an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent or any Finance Party on account of amounts outstanding under any of the Senior Finance Obligation shall, subject to Documents or any Swap Agreement or in respect of the provisions of Section 2.16 and Section 2.17, Collateral shall be applied by the Administrative Agent in the following orderpaid over or delivered as follows: FIRST, to pay interest on and then principal of any portion of the Revolving Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a the Borrower; SECOND, to pay interest on and then principal of any Swing Line Loan; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRDFOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer in their capacities its capacity as such) in connection with enforcing its rights under the Loan Senior Finance Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, Lender and (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management AgreementCreditor; FOURTHFIFTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTHSIXTH, except as set forth in clauses FIRST through FOURTH FIFTH above, to the payment of the outstanding Finance Senior Obligations and Swap Obligations owing to any Finance Party, pro pro-rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Pro-Rata Share of the amount remaining to be distributed, and (ii) an amount equal to the Swap Obligations being paid to the trustee, paying agent or other similar representative (each, each a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it by the Loan Parties or, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Pro-Rata Share of the amount remaining to be distributed; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Pro-Rata Share of amounts available to be applied pursuant to clauses THIRD“FOURTH”, FOURTH “FIFTH” and FIFTH “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH “SIXTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to Sections 2.05 and 2.16Credit, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH “SIXTH” above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligations.

Priority of Distributions. Parent and each Each Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of their Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree agrees that, notwithstanding the provisions of Sections 2.09(c2.09(b) and 2.14, after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralized), all amounts collected or received on account of any Finance Obligation shall, subject to the provisions of Section Sections 2.16 and Section 2.172.17 and the Intercreditor Agreement, be applied by the Administrative Agent in the following order: FIRST, ratably, to pay any fees, indemnities, or expense reimbursements then owing to any Agent and any L/C Issuer (other than in connection with Cash Management Obligations or Swap Obligations); SECOND, ratably, to pay any fees or expense reimbursements then owing to the Lender Parties (other than in connection with Cash Management Obligations or Swap Obligations), THIRD, ratably, to pay interest on and then due in respect of the Protective Advances, FOURTH, ratably, to pay the principal of any portion of the Protective Advances, FIFTH, ratably, to pay interest then due and payable on the Loans that (other than the Protective Advances) and unreimbursed L/C Disbursements, SIXTH, ratably, to pay principal on the Loans (other than the Protective Advances), unreimbursed L/C Disbursements and any amounts owing with respect to Reported Cash Management Obligations and Reported Swap Secured Obligations, SEVENTH, ratably, to pay an amount to the Administrative Agent may have advanced on behalf equal to 103% of any Lender the aggregate undrawn face amount of all outstanding Letters of Credit, to be held as Cash Collateral for which the Administrative Agent has not then been reimbursed by such Lender or a Borrower; SECONDLetters of Credit, EIGHTH, ratably, to the payment of all reasonable out-of-pocket costs any amounts owing with respect to Cash Management Obligations (other than Reported Cash Management Obligations) and expenses Swap Secured Obligations (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Documentsother than Reported Swap Secured Obligations), including all expenses of sale or other realization of or in respect of the CollateralNINTH, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRDratably, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer in their capacities as such) in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management Agreement; FOURTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTH, except as set forth in clauses FIRST through FOURTH above, to the payment of the outstanding other Finance Obligations owing to the Administrative Agent or any Finance Lender Party, pro rataand TENTH, as set forth below, any balance remaining after the Finance Obligations shall have been paid in full and no Letters of Credit shall be outstanding (other than Letters of Credit which have been Cash Collateralized in accordance with (ithe foregoing) an amount equal shall be paid over to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or applicable Loan Party at its account designated for such purpose by written notice by such Loan Party to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Share of the amount remaining to be distributed, (ii) an amount equal to the Swap Obligations being paid to the trustee, paying agent or other similar representative (each, a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it by the Loan Parties or, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Share of the amount remaining to be distributed; and SIXTH, to the payment of the surplus, if any, to whoever whomsoever else may be lawfully entitled to receive such surplusthe same. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; . Each payment (iiincluding each prepayment) each by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders, unless otherwise provided by this Agreement. The application of any payment pursuant Table of Contents to this Section 8.03 shall be made first, to Base Rate Loans and second, to Eurodollar Loans. Each of the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Finance Parties Obligations to maximize realization of the Collateral (it being understood that, notwithstanding the foregoing, in no event shall receive an amount equal to its Pro rata Share of amounts available to be applied pursuant to clauses THIRD, FOURTH and FIFTH above; and (iii) to the extent that any amounts available for distribution payments be made pursuant to clause FIFTH EIGHT or NINTH above are attributable prior to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to Sections 2.05 and 2.16, such amounts shall be held by the Collateral Agent payment in a cash collateral account and applied (x) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration full of all Letters of Credit, to all other obligations of the types described in clause FIFTH above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligationsclauses FIRST through SEVENTH above).

Priority of Distributions. Parent and each The Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of their Finance its Second Lien Credit Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree agrees that, notwithstanding the provisions of Sections 2.09(c) and 2.14, after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralized), all amounts collected or received on account of any Finance Second Lien Credit Obligation shall, subject to the provisions of Section 2.16 and Section 2.17, shall be applied by the Administrative Agent in the following order: FIRST, to pay interest on and then principal of any portion of the Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a the Borrower; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Loan Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer in their capacities as such) in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management Agreement; FOURTH, to the payment of all of the Senior Second Lien Credit Obligations consisting of accrued fees and interest; FIFTHFOURTH, except as set forth in clauses FIRST through FOURTH above, to the payment of the outstanding Finance Second Lien Credit Obligations and Swap Obligations owing to any Finance Loan Party, pro pro-rata, as set forth below, with (i) an amount equal in proportion to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Share of the amount remaining to be distributed, (ii) an amount equal to the Swap Obligations being paid to the trustee, paying agent or other similar representative (each, a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it respective amounts held by the Loan Parties or, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Share of the amount remaining to be distributedthem; and SIXTHFIFTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro pro-rata Share share of amounts available to be applied pursuant to clauses THIRD, and FOURTH and FIFTH above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH FOURTH above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to Sections 2.05 and 2.16, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH FOURTH above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligations.

Priority of Distributions. Parent and each The Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of their its Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree agrees that, notwithstanding the provisions of Sections 2.09(c) and 2.14Section 2.08(b), after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralizedas set forth in Section 8.02(c)), all amounts collected or received by the Administrative Agent, the Collateral Agent or any Finance Party on account of any Finance Obligation shall, subject to the provisions shall be paid over or delivered in respect of Section 2.16 and Section 2.17, be applied by the Administrative Agent in the following orderits Finance Obligations as follows: FIRST, to pay interest on and then principal of any portion of the Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a Borrower; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Loan Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRDSECOND, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer in their capacities as such) in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Senior Credit Obligations owing to such LenderLender THIRD, (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor payment of the Administrative Agent’s fees, unpaid expenses and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management Agreementindemnity; FOURTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTH, except as set forth in clauses FIRST through FOURTH above, to the payment of the outstanding Finance Credit Obligations owing to any Finance Party, pro pro-rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Share of the amount remaining to be distributed, (ii) an amount equal to the Swap Obligations being paid to the trustee, paying agent or other similar representative (each, a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it by the Loan Parties or, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Pro-Rata Share of the amount remaining to be distributed; and SIXTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro pro-rata Share share of amounts available to be applied pursuant to clauses THIRD” SECOND”, FOURTH “FOURTH” and FIFTH “FIFTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to Sections 2.05 and 2.16, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligations.;

Priority of Distributions. Parent and each The Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of their its Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree agrees, and each of the Finance Parties agrees, that, notwithstanding the provisions of Sections 2.09(c) and 2.142.09(b), after the exercise of remedies provided for in Section 8.02 (or after the Loans have Loan has automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralizedpayable), all amounts collected or received by the Administrative Agent, the Collateral Agent or any Finance Party on account of any Finance Obligation shall, subject to the provisions shall be paid over or delivered in respect of Section 2.16 and Section 2.17, be applied by the Administrative Agent in the following orderits Finance Obligations as follows: FIRST, to pay interest on and then principal of any portion of the Loans Loan that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a the Borrower; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or and the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent under the Loan Documents, including in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer in their capacities as such) in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, Lender and (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management AgreementCreditor; FOURTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTH, except as set forth in clauses FIRST through FOURTH above, to the payment of the outstanding Finance Senior Credit Obligations and Swap Obligations owing to any Finance Party, pro rataPro-Rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Pro-Rata Share of the amount remaining to be distributed, and (ii) an amount equal to the Swap Obligations being paid to the trustee, paying agent or other similar representative (each, each a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it by the Loan Parties or, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Pro-Rata Share of the amount remaining to be distributed; and SIXTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Pro-Rata Share of amounts available to be applied pursuant to clauses “THIRD”, FOURTH “FOURTH” and FIFTH “FIFTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to Sections 2.05 and 2.16, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligations.

Priority of Distributions. Parent and each Borrower hereby irrevocably waive the right to direct the application of any and all payments in respect of their Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree that, notwithstanding the provisions of Sections 2.09(c) and 2.14, after After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash CollateralizedCollateralized as set forth in the proviso to Section 8.02), all any amounts collected or received on account of any Finance Obligation the Guaranteed Obligations shall, subject to the provisions of Section 2.16 Sections 2.17 and Section 2.172.18, be applied by the Administrative Agent in the following order: FIRSTFirst, to pay interest on and then principal payment of any that portion of the Loans that Guaranteed Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may have advanced on behalf be employees of any Lender for which or the Administrative Agent has not then been reimbursed by such Lender or a BorrowerL/C Issuer) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; SECONDThird, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) that portion of the Administrative Agent or Guaranteed Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Collateral Agent in connection with enforcing the rights of the Finance Parties Loans, L/C Borrowings and other Guaranteed Obligations arising under the Finance Loan Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of ratably among the Lenders (including any and the L/C Issuer in their capacities as such) in connection with enforcing its rights under the Loan Documents or otherwise with respect proportion to the Senior Credit respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, L/C Borrowings and Guaranteed Obligations then owing to such Lender, (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Guaranteed Hedge Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor and (iii) each Guaranteed Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management Agreement; FOURTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees Agreements and interest; FIFTH, except as set forth in clauses FIRST through FOURTH above, to the payment of the outstanding Finance Obligations owing to any Finance Party, pro rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any AgentL/C Issuer, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Share Cash Collateralize that portion of L/C Obligations comprised of the amount remaining to be distributed, (ii) an amount equal to the Swap Obligations being paid to the trustee, paying agent or other similar representative (each, a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it by the Loan Parties or, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Share of the amount remaining to be distributed; and SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Share of amounts available to be applied pursuant to clauses THIRD, FOURTH and FIFTH above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH above are attributable to the issued but aggregate undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower the Borrowers pursuant to Sections 2.05 2.03 and 2.162.17, such amounts shall be held by in each case ratably among the Collateral Agent in a cash collateral account and applied (x) firstAdministrative Agent, to reimburse the Lenders, the L/C Issuer from time Issuers, the Hedge Banks and the Cash Management Banks in proportion to time for any drawings under such Letters the respective amounts described in this Fourth clause held by them; and Last, the balance, if any, after all of Credit and (y) then, following the expiration of all Letters of CreditGuaranteed Obligations have been indefeasibly paid in full, to all other obligations of the types described in clause FIFTH above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, Company or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligationsotherwise required by Law.

Priority of Distributions. Parent and each The Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of their its Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree agrees that, notwithstanding the provisions of Sections 2.09(c2.09(b) and 2.14, after the exercise occurrence and during the continuance of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralized)an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent, any Lender or any Derivatives Creditors on account of amounts then due and outstanding under any of the Finance Obligation shall, subject to Documents or any Derivative Agreement or in respect of the provisions Collateral shall be paid over or delivered in respect of Section 2.16 and Section 2.17, be applied by the Administrative Agent in the following orderits Finance Obligations as follows: FIRST, to pay interest on and then principal of any portion of the Revolving Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a the Borrower; SECOND, to pay interest on and then principal of any Swingline Loan; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or and the Collateral Agent in connection with enforcing the rights of the Finance Parties Lenders and the Derivatives Creditors under the Finance Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, Agent and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRDFOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer the Issuing Lender in their capacities its capacity as such) in connection with enforcing its rights under the Loan Finance Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, Lender and (ii) each Swap Derivatives Creditor in connection with enforcing any of its rights under the Swap Derivatives Agreements or otherwise with respect to the Swap Derivatives Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management AgreementDerivatives Creditor; FOURTHFIFTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTHSIXTH, except as set forth in clauses FIRST through FOURTH FIFTH above, to the payment of the outstanding Finance Senior Obligations and Derivatives Obligations owing to any the Finance PartyParties, pro pro-rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Pro-Rata Share of the amount remaining to be distributed, and (ii) an amount equal to the Swap Derivatives Obligations being paid to the trustee, paying agent or other similar representative (each, each a “Representative”) for the Swap Derivatives Creditors, with each Swap Derivatives Creditor receiving an amount equal to the outstanding Swap Derivatives Obligations owed to it by the Loan Credit Parties or, if the proceeds are insufficient to pay in full all such Swap Derivatives Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Pro-Rata Share of the amount remaining to be distributed; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Pro-Rata Share of amounts available to be applied pursuant to clauses THIRD“FOURTH”, FOURTH “FIFTH”, and FIFTH “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH “SIXTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to Sections 2.05 and 2.16Credit, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH “SIXTH” above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligations8.04.

Priority of Distributions. Parent and each The Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of their its Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree agrees that, notwithstanding the provisions of Sections 2.09(c) and 2.14, after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash CollateralizedCollateralized as set forth in Section 8.02(c), all amounts collected or received on account of any Finance Obligation shall, subject to the provisions of Section 2.16 and Section 2.17, be applied by the Administrative Agent in the following order: FIRST, to pay interest on and then principal of any portion of the Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a the Borrower; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer in their capacities as such) in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management Agreement; FOURTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTH, except as set forth in clauses FIRST through FOURTH above, to the payment of the outstanding Finance Senior Credit Obligations and Swap Obligations owing to any Finance Party, pro rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Share of the amount remaining to be distributed, and (ii) an amount equal to the Swap Obligations being paid to the trustee, paying agent or other similar representative (each, each a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it by the Loan Parties or, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Share of the amount remaining to be distributed; and SIXTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Share (as defined below) of amounts available to be applied pursuant to clauses THIRD, FOURTH and FIFTH above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a the Borrower pursuant to Sections 2.05 and 2.16, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligations.

Priority of Distributions. Parent and each The Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of their its Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree agrees that, notwithstanding the provisions of Sections 2.09(c2.09(b) and 2.14, after the exercise occurrence and during the continuance of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralized)an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent or any Finance Party on account of amounts then due and outstanding under any of the Senior Finance Obligation shall, subject to Documents or any Derivative Agreement or in respect of the provisions Collateral shall be paid over or delivered in respect of Section 2.16 and Section 2.17, be applied by the Administrative Agent in the following orderits Finance Obligations as follows: FIRST, to pay interest on and then principal of any portion of the Revolving Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a the Borrower; SECOND, to pay interest on and then principal of any Swingline Loan; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRDFOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer Issuing Lender in their capacities its capacity as such) in connection with enforcing its rights under the Loan Senior Finance Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, Lender and (ii) each Swap Derivatives Creditor in connection with enforcing any of its rights under the Swap Derivatives Agreements or otherwise with respect to the Swap Derivatives Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management AgreementDerivatives Creditor; FOURTHFIFTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTHSIXTH, except as set forth in clauses FIRST through FOURTH FIFTH above, to the payment of the outstanding Finance Senior Obligations and Derivatives Obligations owing to any Finance Party, pro pro-rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Pro-Rata Share of the amount remaining to be distributed, and (ii) an amount equal to the Swap Derivatives Obligations being paid to the trustee, paying agent or other similar representative (each, each a “Representative”) for the Swap Derivatives Creditors, with each Swap Derivatives Creditor receiving an amount equal to the outstanding Swap Derivatives Obligations owed to it by the Loan Credit Parties or, if the proceeds are insufficient to pay in full all such Swap Derivatives Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Pro-Rata Share of the amount remaining to be distributed; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Pro-Rata Share of amounts available to be applied pursuant to clauses THIRD“FOURTH”, FOURTH “FIFTH”, and FIFTH “SIXTH”” above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH “SIXTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to Sections 2.05 and 2.16Credit, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH “SIXTH” above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligations.

Priority of Distributions. Parent and each Borrower hereby irrevocably waive the right to direct the application The proceeds of any and sale of, or other realization upon, all payments in respect or any part of their Finance Obligations the Collateral and any proceeds of cash held in the Collateral after the occurrence Accounts and during the continuance of an Event of Default and agree that, notwithstanding the provisions of Sections 2.09(c) and 2.14, after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralized), all any other amounts collected or received on account of any its Finance Obligation shall, subject to the provisions of Section 2.16 and Section 2.17, Obligations shall be applied by the Administrative Agent in the following order: FIRST, to pay interest on and then principal payment of any that portion of the Loans that Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent may have advanced on behalf of any Lender for which and amounts payable under the Administrative Agent has not then been reimbursed by such Lender or a Borrower; SECOND, Credit Agreement) payable to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights their respective capacities as such; SECOND, to payment of that portion of the Finance Parties Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Lender (including fees, charges and disbursements of counsel to the respective Lenders and the Issuing Lender (including fees and time charges for attorneys who may be employees of any Lender or the Issuing Lender) under the Finance Credit Documents, including all expenses of sale or other realization of or ratably among them in respect of the Collateral, including reasonable compensation proportion to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent respective amounts described in connection therewith, and any other obligations owing this clause Second payable to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateralthem; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each that portion of the Lenders (including any Obligations constituting accrued and unpaid Letter of Credit fees and interest on the Loans, Revolving L/C Issuer Obligations and other Obligations, ratably among the Lenders and the Issuing Lender in their capacities as such) in connection with enforcing its rights under the Loan Documents or otherwise with respect proportion to the Senior Credit Obligations owing respective amounts described in this clause Third payable to such Lender, (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management Agreementthem; FOURTH, to the payment of all that portion of the Senior Credit Finance Obligations consisting constituting unpaid principal of accrued fees the Loans, Revolving L/C Obligations and interestamounts owing under Swap Contracts and Cash Management Agreements, ratably among the Lenders, the Issuing Lender, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; FIFTH, except as set forth in clauses FIRST through FOURTH above, to the payment of the outstanding Finance Obligations owing to any Finance Party, pro rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any AgentIssuing Lender, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Share of the amount remaining to be distributed, (ii) an amount equal to the Swap Obligations being paid to the trustee, paying agent or other similar representative (each, a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it by the Loan Parties or, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an Collateralize the aggregate undrawn amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Share of the amount remaining to be distributedLetters of Credit; and SIXTHLAST, to the payment of the surplusbalance, if any, remaining after the Discharge of Finance Obligations, to whoever may be lawfully entitled the Company or as otherwise required by law. Amounts used to receive such surplus. In carrying out Cash Collateralize the foregoing, (i) amounts received aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Share of amounts available to be applied pursuant to clauses THIRD, FOURTH and FIFTH above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to Sections 2.05 and 2.16, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer from time to time for any satisfy drawings under such Letters of Credit and (y) then, following the expiration of as they occur. If any amount remains on deposit as Cash Collateral after all Letters of CreditCredit have either been fully drawn or expired, such remaining amount shall be applied to all the other obligations of the types described in clause FIFTH above Finance Obligations, if any, in the manner provided order set forth above. The Collateral Agent may make distributions hereunder in this Section 8.03. Notwithstanding the foregoingcash or in kind or, Swap Creditors shall not be entitled to receive on a ratable basis, in any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligationscombination thereof.

Priority of Distributions. Parent and each Each Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of their its Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree agrees that, notwithstanding the provisions of Sections 2.09(cSECTIONS 2.10(b) and 2.142.15, after the exercise occurrence and during the continuance of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralized)an Event of Default, all amounts collected or received by any Administrative Agent, any Collateral Agent or any Finance Party on account of amounts then due and outstanding under any of the Senior Finance Obligation shall, subject to Documents or any Derivative Agreement or in respect of the provisions Collateral shall be paid over or delivered in respect of Section 2.16 and Section 2.17, be applied by the Administrative Agent in the following orderits Finance Obligations as follows: FIRST, to pay the payment of interest on and then principal of any portion of the Revolving Loans that the either Administrative Agent may have advanced on behalf of any Lender for which the such Administrative Agent has not then been reimbursed by such Lender or a such Borrower; SECOND, the payment of interest on and then principal of any Swingline Loan; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ ' fees) of each of the Global Transaction Coordinator, each Administrative Agent or the and each Collateral Agent Agent, in their capacities as such, in connection with enforcing the rights of the Finance Parties under the Finance Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the each Collateral Agent, and all expenses, liabilities and advances incurred or made by the each Collateral Agent in connection therewith, and any other obligations owing to the each Collateral Agent in respect of sums advanced by the each Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRDFOURTH, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ ' fees) of (i) each of the Lenders (including any L/C Issuer Issuing Lender in their capacities its capacity as such) in connection with enforcing its rights under the Loan Senior Finance Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, Lender and (ii) each Swap Derivatives Creditor in connection with enforcing any of its rights under the Swap Derivatives Agreements or otherwise with respect to the Swap Derivatives Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management AgreementDerivatives Creditor; FOURTHFIFTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTHSIXTH, except as set forth in clauses FIRST CLAUSES "FIRST" through FOURTH "FIFTH" above, to the payment of the outstanding Finance Senior Obligations and Derivatives Obligations owing to any Finance Party, pro rataPro-Rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent Agents (in the case of Senior Credit Obligations owing to the Collateral AgentAgents) or to the Administrative Agent Agents (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral AgentAgents, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Pro-Rata Share of the amount remaining to be distributed, and (ii) an amount equal to the Swap Derivatives Obligations being paid to the trustee, paying agent or other similar representative (each, each a “Representative”"REPRESENTATIVE") for the Swap Derivatives Creditors, with each Swap Derivatives Creditor receiving an amount equal to the outstanding Swap Derivatives Obligations owed to it by the Loan Credit Parties or, if the proceeds are insufficient to pay in full all such Swap Derivatives Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Pro-Rata Share of the amount remaining to be distributed; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Pro-Rata Share of amounts available to be applied pursuant to clauses THIRDCLAUSES "FOURTH", FOURTH "FIFTH", and FIFTH "SIXTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH CLAUSE "SIXTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit or to the extent outstanding Bankers' Acceptances which are not otherwise Cash Collateralized by a Borrower pursuant yet required to Sections 2.05 and 2.16be reimbursed hereunder, such amounts shall be held by the relevant Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer any Issuing Lender from time to time for any drawings under such Letters of Credit or to reimburse any applicable Canadian Revolving Lender upon the maturity of such Bankers' Acceptances and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH CLAUSE "SIXTH" above in the manner provided in this Section SECTION 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligations.-161-

Priority of Distributions. Parent and each The Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of their its Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree agrees that, notwithstanding the provisions of Sections 2.09(c) and 2.14, after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash CollateralizedCollateralized as set forth in Section 8.02(c), all amounts collected or received on account of any Finance Obligation shall, subject to the provisions of Section 2.16 and Section 2.17, shall be applied by the Administrative Agent in the following order: FIRST, to pay interest on and then principal of any portion of the Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a the Borrower; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer in their capacities as such) in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, Lender and (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management AgreementCreditor; FOURTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTH, except as set forth in clauses FIRST through FOURTH above, to the payment of the outstanding Finance Senior Credit Obligations and Swap Obligations owing to any Finance Party, pro pro-rata, as set forth below, with (i) an amount equal in proportion to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Share of the amount remaining to be distributed, (ii) an amount equal to the Swap Obligations being paid to the trustee, paying agent or other similar representative (each, a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it respective amounts held by the Loan Parties or, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Share of the amount remaining to be distributedthem; and SIXTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro pro-rata Share share of amounts available to be applied pursuant to clauses THIRD, FOURTH and FIFTH above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to Sections 2.05 and 2.16Credit, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligations.

Priority of Distributions. Parent and each The Borrower hereby irrevocably waive waives the right to direct the application of any and all payments in respect of their its Finance Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree agrees that, notwithstanding the provisions of Sections 2.09(c2.09(b) and 2.14, after the exercise occurrence and during the continuance of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have been required to be Cash Collateralized)an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent or any Finance Party on account of amounts then due and outstanding under any of the Senior Finance Obligation shall, subject to Documents or any Derivative Agreement or in respect of the provisions Collateral shall be paid over or delivered in respect of Section 2.16 and Section 2.17, be applied by the Administrative Agent in the following orderits Finance Obligations as follows: FIRST, to pay interest on and then principal of any portion of the Revolving Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or a the Borrower; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing the rights of the Finance Parties under the Finance Documents, including all expenses of sale or other realization of or in respect of the Collateral, including reasonable compensation to the agents and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and any other obligations owing to the Collateral Agent in respect of sums advanced by the Collateral Agent to preserve the Collateral or to preserve its security interest in the Collateral; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of (i) each of the Lenders (including any L/C Issuer in their capacities as such) in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Senior Credit Obligations owing to such Lender, (ii) each Swap Creditor in connection with enforcing any of its rights under the Swap Agreements or otherwise with respect to the Swap Obligations owing to such Swap Creditor and (iii) each Cash Management Bank in connection with enforcing any of its rights under any Secured Cash Management Agreement; FOURTH, to the payment of all of the Senior Credit Obligations consisting of accrued fees and interest; FIFTH, except as set forth in clauses FIRST through FOURTH above, to the payment of the outstanding Finance Obligations owing to any Finance Party, pro rata, as set forth below, with (i) an amount equal to the Senior Credit Obligations being paid to the Collateral Agent (in the case of Senior Credit Obligations owing to the Collateral Agent) or to the Administrative Agent (in the case of all other Senior Credit Obligations) for the account of the Lenders or any Agent, with the Collateral Agent, each Lender and the Agents receiving an amount equal to its outstanding Senior Credit Obligations, or, if the proceeds are insufficient to pay in full all Senior Credit Obligations, its Pro rata Share of the amount remaining to be distributed, (ii) an amount equal to the Swap Obligations being paid to the trustee, paying agent or other similar representative (each, a “Representative”) for the Swap Creditors, with each Swap Creditor receiving an amount equal to the outstanding Swap Obligations owed to it by the Loan Parties or, if the proceeds are insufficient to pay in full all such Swap Obligations, its Pro rata Share of the amount remaining to be distributed (iii) an amount equal to the Cash Management Obligations being paid to Cash Management Banks, with each Cash Management Bank receiving an amount equal to the outstanding Cash Management Obligations it entered into with a Loan Party or, if the proceeds are insufficient to pay in full all such obligations, its Pro rata Share of the amount remaining to be distributed; and SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Finance Parties shall receive an amount equal to its Pro rata Share of amounts available to be applied pursuant to clauses THIRD, FOURTH and FIFTH above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH above are attributable to the issued but undrawn amount of outstanding Letters of Credit to the extent not otherwise Cash Collateralized by a Borrower pursuant to Sections 2.05 and 2.16, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause FIFTH above in the manner provided in this Section 8.03. Notwithstanding the foregoing, Swap Creditors shall not be entitled to receive any such payments from, or any proceeds of Collateral of, a Guarantor that is not an “eligible contract participant” (as defined in the definition of “Excluded Swap Obligation”) to the extent it would be considered a payment on account of Excluded Swap Obligations.;