Common use of Allocation of Payments After Event of Default Clause in Contracts

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any Borrower, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and SIXTH, the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Loan Agreement, after the occurrence and during the continuance continuation of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Loan Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket out‑of‑pocket costs and expenses (including without limitation the reasonable outside attorneys’ fees other than the fees and expenses of in-house legal counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Administrative Agent and the Lenders under the Credit Documents against such Borrower and any protective advances made by Loan Documents, ratably among them in proportion to the Administrative Agent or any of the Lenders, pro rata as set forth belowamounts described in this clause “FIRST” payable to them; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such BorrowerLender, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “SECOND” payable to them; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “THIRD” payable to them; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such BorrowerLoans, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “FOURTH” payable to them; FIFTH, to all other obligations Borrower Obligations which shall have become due and payable of such Borrower under the Credit Loan Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause “FIFTH” payable to them; and SIXTH, the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents shall or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the Lenders by extent owing to such Borrower hereunder, pro rata as set forth belowLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including the payment or cash collateralization of any outstanding Letters of Credit outstanding of such Borrower, pro rata as set forth belowCredit); FIFTHSIXTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be appliedapplied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” 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, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the LendersDocuments, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent Agent, or any Lender by such BorrowerLender, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such BorrowerLoans, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “"FIRST” " through “"FOURTH” " above; 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, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowCollateral Documents; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Lenders by Credit Party Obligations owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations (including the payment or Letters cash collateralization of Credit the outstanding of such Borrower, pro rata as set forth belowLOC Obligations); FIFTHSIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations (including without limitation any amounts outstanding under on account of any of Cash Management Liabilities or Hedge Liabilities), or in respect of the Credit Documents shall Collateral may, at Agent’s discretion, be paid over or delivered as follows, and after an Application Event, will be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of Agent payable under this Agreement and the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower Other Documents, and any protective advances made Out-of-Formula Loans and Protective Advances funded by Agent with respect to the Administrative Agent Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the extent owing to such Lender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest payable to on account of the Lenders by such Borrower hereunder, pro rata as set forth belowSwing Loans; FOURTHFIFTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities), including the payment or cash collateralization of any outstanding Letters of Credit outstanding of such Borrower, pro rata as set forth below; FIFTHin accordance with Section 3.2(b). EIGHTH, to all other obligations Obligations arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities) which shall have become due and payable of such Borrower (hereunder, under the Credit Other Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “FOURTHSEVENTH” above; NINTH, to any Cash Management Liabilities and Hedge Liabilities owing to Agent which shall have become due and payable or otherwise and not repaid pursuant to Clauses “FIRST” through “EIGHTH” above; and SIXTHTENTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “NINTH”; and ELEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances, Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be appliedapplied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “TENTH” above; and, with respect to clause “NINTH” above, an amount equal to its pro rata share (based on the proportion that the then outstanding Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Cash Management Liabilities and Hedge Liabilities); and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH,” “EIGHTH”, “NINTH”, and “TENTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Loan Agreement, after the occurrence and during the continuance continuation of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Loan Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation the reasonable outside attorneys’ fees other than the fees and expenses of in-house legal counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Administrative Agent and the Lenders under the Credit Documents against such Borrower and any protective advances made by Loan Documents, ratably among them in proportion to the Administrative Agent or any of the Lenders, pro rata as set forth belowamounts described in this clause “FIRST” payable to them; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such BorrowerLender, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “SECOND” payable to them; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “THIRD” payable to them; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such BorrowerLoans, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “FOURTH” payable to them; FIFTH, to all other obligations Borrower Obligations which shall have become due and payable of such Borrower under the Credit Loan Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause “FIFTH” payable to them; and SIXTH, the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowCollateral Documents; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Lenders by Credit Party Obligations owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations (including the payment or Letters cash collateralization of Credit the outstanding of such Borrower, pro rata as set forth belowLOC Obligations); FIFTHSIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents shall or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Document; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under this Agreement and the Other Documents or otherwise with respect to the Lenders by Obligations owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including the payment or cash collateralization of any outstanding Letters of Credit outstanding of such Borrower, pro rata as set forth belowCredit); FIFTHSIXTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be appliedapplied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” 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, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowDocuments; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTHFIFTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth belowLoans; FIFTHSIXTH, to all other obligations Obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be appliedapplied pursuant to clauses “THIRD”, “FOURTH,” “FIFTH,” and “SIXTH” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the LendersDocuments, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such BorrowerLender, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTH, to the payment or cash collateralization, as applicable, of the outstanding principal amount of the Loans or Letters of Credit outstanding of such BorrowerOutstanding Credits, pro rata as set forth below; FIFTH, to all other obligations which that shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTHTHIRD” above; 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, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) the proportion that the then Outstanding Credits held by such Lender bears to the aggregate then outstanding Advances of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the LendersDocuments, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such BorrowerLender, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such BorrowerLoans, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; 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, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations (including without limitation any amounts outstanding under on account of any of Cash Management Liabilities or Hedge Liabilities), or in respect of the Credit Documents shall Collateral may, at Agent’s discretion, and shall, at the direction of the Required Lenders, be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counseland expenses) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Documents against such Borrower Other Documents, and any protective advances made Out-of-Formula Loans and Protective Advances funded by Agent with respect to the Administrative Agent Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Agreement; SECOND, to payment of any fees all fees, indemnities, expenses and other amounts owed to Agent (including reasonable attorneys’ fees and expenses) to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowextent not included in clause FIRST above; THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the extent owing to such Lender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest payable to on account of the Lenders by such Borrower hereunder, pro rata as set forth belowSwing Loans; FOURTHFIFTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement, including Cash Management Liabilities and Hedge Liabilities (to the extent reserves for such Cash Management Liabilities and Hedge Liabilities have been established by Agent) and the payment or cash collateralization of any outstanding Letters of Credit outstanding of such Borrower, pro rata as set forth belowin accordance with Section 3.2(b) hereof; FIFTHEIGHTH, to all other obligations Obligations arising under this Agreement, under the Other Documents or otherwise which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTHSEVENTH” above; and SIXTHNINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that then outstanding Advances, Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be appliedapplied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse Issuers from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH,” “EIGHTH” and “NINTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents shall or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation limitation, reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under this Agreement and the Credit Other Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Document; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under this Agreement and the Other Documents or otherwise with respect to the Lenders by Obligations owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including the payment or cash collateralization of the outstanding Letters of Credit outstanding of such Borrower, pro rata as set forth belowCredit); FIFTHSIXTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be appliedapplied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” 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, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default and upon the exercise of remedies in accordance with respect to any BorrowerSection 9.2, all amounts collected from such Borrower or received by on or in respect of the Administrative Agent Obligations (or any Lender on account of other amounts outstanding owing under any of the Credit Documents or other documentation in respect of the Obligations in connection therewith) shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights and remedies of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowwith respect thereto; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by in its capacity as such Borrower, pro rata as set forth belowunder the Credit Documents; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Lenders hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender; FOURTH, to the payment of all accrued interest payable to and fees on or in respect of the Lenders by such Borrower hereunder, pro rata as set forth belowObligations; FOURTHFIFTH, to the payment of the outstanding principal amount of the Loans Obligations hereunder (including the payment or Letters cash collateralization of Credit the outstanding of LOC Obligations), and including with respect to any Swap Contract or Treasury Management Agreement, any other payments due under such Borrower, pro rata as set forth belowSwap Contract or Treasury Management Agreement and any interest accrued thereon; FIFTHSIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable of such Borrower under the Credit Documents otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplusthe Borrower. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of except as otherwise provided, the Lenders shall receive an amount equal to its amounts ratably in accordance with their respective pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Obligations held by such Lenders bears to the aggregate amount of the Obligations then outstanding) of amounts available to be appliedapplied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” 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, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FOURTH”, “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerApplication Event, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any the Obligations, or in respect of the Credit Documents Collateral may, at Agent's discretion, or shall at Required Lenders' direction, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside and documented attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Documents against such Borrower Other Documents, and any protective advances made Intentional Overadvances and Protective Advances funded by Agent with respect to the Administrative Agent Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Agreement; SECOND, to payment of any fees owed to Agent and to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowpayment of Currency Losses of Issuer; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable and documented attorneys' fees) of each of the Lenders to the extent owing to such Lender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest payable to on account of the Lenders by such Borrower hereunder, pro rata as set forth belowSwing Loans; FOURTHFIFTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement (including the payment or cash collateralization of Cash Management Liabilities (but only to the extent a reserve has been established against the Gross Amount or the Formula Amount for such Cash Management Liabilities), Hedge Liabilities (but only to the extent a reserve has been established against the Gross Amount or the Formula Amount for such Hedge Liabilities) and outstanding Letters of Credit outstanding of such Borrower, pro rata as set forth below; FIFTHCredit). EIGHTH, to all other obligations Obligations arising under this Agreement which shall have become due and payable of such Borrower (hereunder, under the Credit Other Documents or otherwise) and not repaid pursuant to clauses “"FIRST” " through “FOURTH” above"SEVENTH" above and Cash Management Liabilities and Hedge Liabilities with respect to which a reserve has not been established against the Gross Amount or the Formula Amount (whether or not due and payable); NINTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses "FIRST" through "EIGHTH"; and SIXTHTENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances, Cash Management Liabilities (to the extent a reserve has been established against the Gross Amount or the Formula Amount) and Hedge Liabilities (to the extent a reserve has been established against the Gross Amount or the Formula Amount) held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities (to the extent a reserve has been established against the Gross Amount or the Formula Amount) and Hedge Liabilities (to the extent a reserve has been established against the Gross Amount or the Formula Amount)) of amounts available to be appliedapplied pursuant to clauses "SIXTH", "SEVENTH", "EIGHTH" and "NINTH" above; (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party's Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause "SEVENTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit or Cash Management Liabilities or Hedge Liabilities not then due and payable, such amounts shall be held by Agent as cash collateral for such Obligations, until due and payable.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Loan Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Loan Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below; SECOND, to the payment of any fees owed to the Administrative Agent or any Lender by such Borrower(other than Letter of Credit Fees), pro rata as set forth below; THIRD, to the payment of all Letter of Credit Fees and accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTH, to (a) the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth below; FIFTH, to and L/C Borrowings and all other obligations which shall have become due and payable of such Borrower under the Credit Loan Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above(b) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, pro rata as set forth below; and SIXTHFIFTH, the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied. Subject to Section 2.19(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause FOURTH above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any Borrower, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such BorrowerXxxxxxxx, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and SIXTH, the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided above until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents shall or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under this Agreement and the Other Documents or otherwise with respect to the Lenders by Obligations owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including the payment or cash collateralization of any outstanding Letters of Credit outstanding of such Borrower, pro rata as set forth belowCredit); FIFTHSIXTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be appliedapplied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” 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, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any Borrower, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and SIXTH, the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided above until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Commitments shall automatically terminate and during the continuance Loans (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms of an Event of Default with respect to any Borrowersuch Section), all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowSecurity Documents; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgents; THIRD, to the payment of all accrued interest payable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ and consultants’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Lenders by Obligations owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of all of the Obligations consisting of interest and any accrued fees not paid under the foregoing; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations and any breakage, termination or Letters other payments due on the Obligations, and any interest accrued thereon together with all Obligations arising under any Hedging Agreement with a Lender (or an Affiliate of Credit outstanding a Lender) or any account (including cash management accounts) or other cash management services provided by a Lender (or an Affiliate of such Borrower, pro rata as set forth belowa Lender); FIFTHSIXTH, to all other Obligations and all other obligations which shall have become due and payable of such Borrower under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; 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, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be appliedcategory.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance continuation of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation the reasonable outside attorneys’ fees other than the fees and expenses of in-house legal counsel) of the Administrative Agent Agent, the L/C Issuers or any of the Lenders in connection with enforcing the rights of the Administrative Agent, the L/C Issuers and the Lenders under the Credit Documents against such Borrower and any protective advances made by Documents, ratably among them in proportion to the Administrative Agent or any of the Lenders, pro rata as set forth belowamounts described in this clause “FIRST” payable to them; SECOND, to payment of any fees owed to the Administrative Agent Agent, the Swing Line Lender, the L/C Issuers or any Lender by such BorrowerLender, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “SECOND” payable to them; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower Lenders, the Swing Line Lender and the L/C Issuers hereunder, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “THIRD” payable to them; FOURTH, to the payment of the outstanding principal amount of the Revolving Loans, the Swing Line Loans or Letters of Credit outstanding of such Borrowerand L/C Obligations, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “FOURTH” payable to them; FIFTH, to the Administrative Agent, for the account of the L/C Issuers, to Cash Collateralize that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; SIXTH, to all other obligations Borrower Obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause “SIXTH” payable to them; and SIXTHSEVENTH, the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out Amounts used to Cash Collateralize the foregoing, (a) amounts received aggregate undrawn amount of Letters of Credit pursuant to clause “FIFTH” above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Borrower Obligations, if any, in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be appliedset forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any the Obligations or in respect of the Credit Documents Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counseland expenses) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowOther Documents; SECOND, to payment of any fees all fees, indemnities, expenses and other amounts owed to Agent (including reasonable attorneys’ fees and expenses) to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowextent not included in clause FIRST above; THIRD, to the payment of all accrued interest payable reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the Lenders by extent owing to such Borrower hereunder, pro rata as set forth belowLender pursuant to the terms of this Agreement; FOURTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth belowObligations and any Prepayment Premium; FIFTHSIXTH, to all other obligations Obligations arising under this Agreement, under the Other Documents or otherwise which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be appliedapplied pursuant to clauses “FOURTH”, “FIFTH”, “SIXTH” and “SEVENTH” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents shall or in respect of the Collateral may, at Agent's discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Document; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under this Agreement and the Other Documents or otherwise with respect to the Lenders by Obligations owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including the payment or cash collateralization of any outstanding Letters of Credit outstanding of such Borrower, pro rata as set forth belowCredit); FIFTHSIXTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Other Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be appliedapplied pursuant to clauses "FOURTH", "FIFTH" and "SIXTH" 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, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents shall or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Document; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the Lenders by extent owing to such Borrower hereunder, pro rata as set forth belowLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including the payment or cash collateralization of any outstanding Letters of Credit outstanding of such Borrower, pro rata as set forth belowCredit); FIFTHSIXTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be appliedapplied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” 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, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance continuation of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselAttorney Costs) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the LendersDocuments, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent Agent, the Issuing Lender or any Lender by such BorrowerLender, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans or and unreimbursed drawings under Letters of Credit Credit, and to the payment or cash collateralization of the outstanding of such BorrowerLOC Obligations, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “"FIRST” " through “"FOURTH” " above; and SIXTH, to any principal amounts outstanding under Hedging Agreements between a Credit Party and a Lender or Affiliate of a Lender, pro rata as set forth below; and SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans, and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations, or, in the case of clause "SIXTH" above, the proportion of then outstanding obligations under Hedging Agreements) of amounts available to be applied; and (c) to the extent that any amounts available for distribution pursuant to clause "FOURTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (i) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (ii) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FOURTH" and "FIFTH" above in the manner provided in this Section 9.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowDocuments; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTHFIFTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such BorrowerLoans, pro rata rata, as set forth below; FIFTHSIXTH, to all other obligations Obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be appliedapplied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowDocuments; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowLender; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth hereunder and all other obligations (other than those obligations to be paid pursuant to clause "FOURTH" below) which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses "FIRST" and "SECOND" above; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such BorrowerLoans, pro rata as set forth below; and FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and SIXTH, the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Loan Agreement, after the occurrence and during the continuance continuation of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Loan Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket out‑of‑pocket costs and expenses (including without limitation the reasonable outside attorneys’ fees other than the fees and expenses of in-house legal counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Administrative Agent and the Lenders under the Credit Documents against such Borrower and any protective advances made by Loan Documents, ratably among them in proportion to the Administrative Agent or any of the Lenders, pro rata as set forth belowamounts described in this clause “FIRST” payable to them; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “SECOND” payable to them; FOURTHTHIRD, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “THIRD” payable to them; FIFTHFOURTH, to all other obligations Borrower Obligations which shall have become due and payable of such Borrower under the Credit Loan Documents and not repaid pursuant to clauses “FIRST” through “THIRD” above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause “FOURTH” abovepayable to them; and SIXTHFIFTH, the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence exercise of any remedies by the Administrative Agent or the Lenders pursuant to Section 9.2 (or after the Commitments shall automatically terminate, the Loans (with accrued interest thereon) and during all other amounts under the continuance Credit Documents shall automatically become due and payable in accordance with the terms of an Event such Section and the Letters of Default with respect Credit Outstanding shall automatically be required to any Borrowerbe Cash Collateralized as set forth in Section 9.2), all amounts collected from such Borrower or received by the Administrative Agent Agent, the Issuing Bank or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent Agent, the Issuing Bank or any of the Lenders in connection with enforcing the rights of the Administrative Agent, the Issuing Bank and the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent Agent, the Issuing Bank or any of the Lenders, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent Agent, the Issuing Bank or any Lender by such BorrowerLender, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth below; FIFTH, to and all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant Documents; FIFTH, to clauses “FIRST” through “FOURTH” abovethe Administrative Agent for the account of the Issuing Bank, to Cash Collateralize the Letters of Credit Outstanding comprised of the aggregate undrawn amount of all outstanding Letters of Credit; and SIXTH, the payment of the surplus, if any, after all of the Borrower Obligations have been indefeasibly paid in full to whoever whomever may be lawfully entitled to receive such surplus. Subject to Section 2.10(i), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied in accordance with clause Sixth above. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such BorrowerLender, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunderLenders, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such BorrowerReimbursement Obligations, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “"FIRST” " through “"FOURTH” " above; and SIXTH, the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s 's Commitment Percentages) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents shall or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the Lenders by extent owing to such Borrower hereunder, pro rata as set forth belowLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth belowObligations; FIFTHSIXTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be appliedapplied pursuant to clauses “FOURTH,” “FIFTH” and “SIXTH” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowDocuments; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTHFIFTH, to the payment of the outstanding principal amount of the Loans or Loans, and, with respect to unreimbursed drawings under Letters of Credit Credit, to the payment or cash collateralization of the outstanding of such BorrowerLOC Obligations pro rata, pro rata as set forth below; FIFTHSIXTH, to all other obligations Obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be appliedapplied pursuant to clauses “THIRD”, “FOURTH,” “FIFTH,” and “SIXTH” above and (c) 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, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (x) first, to reimburse the 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 clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 9.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance continuation of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket out‑of‑pocket costs and expenses (including without limitation the reasonable outside attorneys’ fees other than the fees and expenses of in-house legal counsel) of the Administrative Agent Agent, the L/C Issuers or any of the Lenders in connection with enforcing the rights of the Administrative Agent, the L/C Issuers and the Lenders under the Credit Documents against such Borrower and any protective advances made by Documents, ratably among them in proportion to the Administrative Agent or any of the Lenders, pro rata as set forth belowamounts described in this clause "FIRST" payable to them; SECOND, to payment of any fees owed to the Administrative Agent Agent, the Swing Line Lender, the L/C Issuers or any Lender by such BorrowerLender, pro rata as set forth belowratably among them in proportion to the amounts described in this clause "SECOND" payable to them; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower Lenders, the Swing Line Lender and the L/C Issuers hereunder, pro rata as set forth belowratably among them in proportion to the amounts described in this clause "THIRD" payable to them; FOURTH, to the payment of the outstanding principal amount of the Revolving Loans, the Swing Line Loans or Letters of Credit outstanding of such Borrowerand L/C Obligations, pro rata as set forth belowratably among them in proportion to the amounts described in this clause "FOURTH" payable to them; FIFTH, to the Administrative Agent, for the account of the L/C Issuers, to Cash Collateralize that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; SIXTH, to all other obligations Borrower Obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause "SIXTH" payable to them; and SIXTHSEVENTH, the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out Amounts used to Cash Collateralize the foregoing, (a) amounts received aggregate undrawn amount of Letters of Credit pursuant to clause "FIFTH" above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Borrower Obligations, if any, in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be appliedset forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Pledged Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowDocuments; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Lenders by Credit Party Obligations owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations (including the payment or Letters cash collateralization of Credit the outstanding of such Borrower, pro rata as set forth belowLOC Obligations); FIFTHSIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to the Borrower or whoever else may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Revolving Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Revolving Loans and LOC Obligations) of amounts available to be appliedapplied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” 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, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance continuation of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket out‑of‑pocket costs and expenses (including without limitation the reasonable outside attorneys’ fees other than the fees and expenses of in-house legal counsel) of the Administrative Agent Agent, the L/C Issuers or any of the Lenders in connection with enforcing the rights of the Administrative Agent, the L/C Issuers and the Lenders under the Credit Documents against such Borrower and any protective advances made by Documents, ratably among them in proportion to the Administrative Agent or any of the Lenders, pro rata as set forth belowamounts described in this clause “FIRST” payable to them; SECOND, to payment of any fees owed to the Administrative Agent Agent, the Swing Line Lender, the L/C Issuers or any Lender by such BorrowerLender, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “SECOND” payable to them; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower Lenders, the Swing Line Lender and the L/C Issuers hereunder, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “THIRD” payable to them; FOURTH, to the payment of the outstanding principal amount of the Revolving Loans, the Swing Line Loans or Letters of Credit outstanding of such Borrowerand L/C Obligations, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “FOURTH” payable to them; FIFTH, to the Administrative Agent, for the account of the L/C Issuers, to Cash Collateralize that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; SIXTH, to all other obligations Borrower Obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause “SIXTH” payable to them; and SIXTHSEVENTH, the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out Amounts used to Cash Collateralize the foregoing, (a) amounts received aggregate undrawn amount of Letters of Credit pursuant to clause “FIFTH” above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Borrower Obligations, if any, in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be appliedset forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during exercise of any remedies by the continuance of an Administrative Agent or the Lenders pursuant to Section 9.2 (or after any Event of Default with respect that causes the Commitments to any Borrowerterminate and/or all of the Credit Party Obligations to be due hereunder), all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselAttorney Costs) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the LendersDocuments, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent Agent, the Issuing Lender, the Swing Line Lender or any Lender by such BorrowerLender, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans or and unreimbursed drawings under Letters of Credit Credit, and to the payment or cash collateralization of the outstanding of such BorrowerLOC Obligations, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; 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, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) the proportion that the then outstanding Loans, and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations of amounts available to be applied; and (c) to the extent that any amounts available for distribution pursuant to clause “FOURTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (i) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (ii) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FOURTH” and “FIFTH” above in the manner provided in this Section 9.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative an Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders Agents in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowDocuments; SECOND, to payment of any fees owed to the Administrative an Agent or any Lender by such Borrower, pro rata as set forth belowa Issuing Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTHFIFTH, to the payment of the outstanding principal amount of the Loans or and unreimbursed drawings under Letters of Credit Credit, and to the payment or cash collateralization of the outstanding of such BorrowerLOC Obligations, pro rata rata, as set forth below; FIFTHSIXTH, to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth below; SEVENTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; and SIXTHEIGHTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans, LOC Obligations and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, LOC Obligations and obligations under Hedging Agreements) of amounts available to be appliedapplied pursuant to clauses "THIRD", "FOURTH," "FIFTH," "SIXTH" and "SEVENTH" above; and (c) 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, such amounts shall be held by the Administrative Agent in the Cash Collateral Account and applied (x) first, to reimburse the 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 clauses "FIFTH," "SIXTH" and "SEVENTH" above in the manner provided in this Section 9.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of and the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the LendersDocuments, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent Agent, or any Lender by such BorrowerLender, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans and to the payment or Letters cash collateralization of Credit the outstanding of such BorrowerLOC Obligations, pro rata rata, as set forth below; FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “"FIRST” " through “"FOURTH” " above; 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, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations), of amounts available to be applied; and (c) to the extent that any amounts available for distribution pursuant to clause "FOURTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (i) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (ii) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FOURTH", "FIFTH" and "SIXTH" above in the manner provided in this Section 9.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit other Note Documents shall or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable outside and documented attorneys’ fees other than the fees of in-house counselfees, which shall be limited to one outside counsel and one local counsel in each relevant jurisdiction) of the Administrative Agent or any of the Lenders incurred in connection with enforcing this Agreement and the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowother Note Documents; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees, which shall be limited to one outside counsel and one local counsel in each relevant jurisdiction for all Purchasers) of each of the Purchasers to the Lenders by extent owing to such Borrower hereunder, pro rata as set forth belowPurchaser pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth belowObligations; FIFTHSIXTH, to all other Obligations (other than contingent indemnification obligations for which no claim has been asserted) and other obligations which shall have become due and payable of such Borrower under the Credit other Note Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (bii) each of the Lenders Purchasers shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding principal amount of the Notes held by such Purchaser bears to the aggregate then outstanding principal amount of the Notes) of amounts available to be appliedapplied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents shall or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation limitation, reasonable outside attorneys’ fees other than the and fees of in-house counselother professionals) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Document; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees and fees of other professionals) of each of the Lenders in connection with enforcing its rights under this Agreement and the Other Documents or otherwise with respect to the Lenders by Obligations owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including the payment or cash collateralization of any outstanding Letters of Credit outstanding of such Borrower, pro rata as set forth belowCredit); FIFTHSIXTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplussurplus including the Borrower. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be appliedapplied pursuant to clauses “FOURTH”, “FIFTH,” “SIXTH” and “SEVENTH” 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, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house one outside counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowDocuments; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees of one outside counsel (absent dissension among the Lenders or the Administrative Agent and the Lenders)) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Lenders by Credit Party Obligations owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest in respect of Swingline Loans; FIFTH, to the payment of all of the other Credit Party Obligations consisting of accrued fees and interest (including, without limitation, accrued fees and interest arising under any Hedging Agreement with a Hedging Agreement Provider); SIXTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations in respect of Swingline Loans; SEVENTH, to the payment of the outstanding principal amount of the other Credit Party Obligations (including, without limitation, the payment or Letters Cash Collateralization of Credit the outstanding of LOC Obligations, and including with respect to any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Borrower, pro rata as set forth belowHedging Agreement with a Hedging Agreement Provider and any interest accrued thereon); FIFTHEIGHTH, to all other Credit Party Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHSEVENTH” above; and SIXTHNINTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category, (bii) each of the Lenders and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans and LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, LOC Obligations and obligations payable under all Hedging Agreements with a Hedging Agreement Provider) of amounts available to be appliedapplied pursuant to clauses “THIRD”, “FIFTH”, “SEVENTH” and “EIGHTH” above and (iii) Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Credit Party Obligations otherwise set forth above in this Section.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations (including without limitation any amounts outstanding under on account of any of Cash Management Liabilities or Hedge Liabilities), or in respect of the Credit Documents shall Collateral may, at Agent’s discretion, be paid over or delivered as follows, and after an Application Event, will be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of Agent payable under this Agreement and the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower Other Documents, and any protective advances made Out-of-Formula Loans and Protective Advances funded by Agent with respect to the Administrative Agent Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the extent owing to such Lender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest payable to on account of the Lenders by such Borrower hereunder, pro rata as set forth belowSwing Loans; FOURTHFIFTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; [Innovex] 2nd A&R Credit Agreement 140 SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities), including the payment or cash collateralization of any outstanding Letters of Credit outstanding of such Borrower, pro rata as set forth below; FIFTHin accordance with Section 3.2(b). EIGHTH, to all other obligations Obligations arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities) which shall have become due and payable of such Borrower (hereunder, under the Credit Other Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “FOURTHSEVENTH” above; NINTH, to any Cash Management Liabilities and Hedge Liabilities owing to Agent which shall have become due and payable or otherwise and not repaid pursuant to Clauses “FIRST” through “EIGHTH” above; and SIXTHTENTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “NINTH”; and ELEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances, Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied.applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “TENTH” above; and, with respect to clause “NINTH” above, an amount equal to its pro rata share (based on the proportion that the then outstanding Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Cash Management Liabilities and Hedge Liabilities); and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH,” “EIGHTH”, “NINTH”, and “TENTH” above in the manner provided in this Section 11.5. [Innovex] 2nd A&R Credit Agreement 141

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Loans or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowDocuments; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents with respect to the Lenders by Loans owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of the outstanding principal amount all accrued interest and fees on or in respect of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth belowLoans; FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FOURTH” " above; 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, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be appliedapplied pursuant to clauses "THIRD", "FOURTH" and "FIFTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary but subject to any other written agreements among the Agents and/or Lenders, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations (including without limitation any amounts outstanding under on account of any of Cash Management Liabilities or Hedge Liabilities), or in respect of the Credit Documents Collateral may, at any Agent’s discretion or, shall at the direction of Required Lenders, be paid over or delivered as follows: FIRST, ratably to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders and Term Loan B Agent in connection with enforcing their rights and the rights of the Lenders under this Agreement and the Credit Documents against such Borrower Other Documents, and any protective advances made Out-of-Formula Loans funded by the Administrative Agent and any Protective Advances funded by any Agent with respect to the Collateral or any otherwise under or pursuant to the terms of the Lenders, pro rata as set forth belowthis Agreement; SECOND, ratably to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, ratably to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the extent owing to such Lender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest payable to on account of the Lenders by such Borrower hereunder, pro rata as set forth belowSwing Loans; FOURTHFIFTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, ratably to the payment of all Obligations consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above); SEVENTH, ratably to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) including the payment or cash collateralization of any outstanding Letters of Credit outstanding of such Borrowerin accordance with Section 3.2(b) hereof, pro rata as set forth belowthe Cash Management Liabilities and the Hedge Liabilities; FIFTHEIGHTH, ratably to all other obligations Obligations which shall have become due and payable of such Borrower (hereunder, under the Credit Other Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “FOURTHSEVENTH” above; and SIXTHNINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders Agents and the Lenders, as applicable, shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances, Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be appliedapplied pursuant to clauses “SIXTH”, “SEVENTH” and “EIGHTH above; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Administrative Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH,” “EIGHTH” and “NINTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowDocuments; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTHFIFTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth belowLoans; FIFTHSIXTH, to all other obligations Obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans held by such Lender bear to the aggregate then outstanding Loans) of amounts available to be appliedapplied pursuant to clauses “THIRD”, “FOURTH,” “FIFTH,” and “SIXTH” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any the Obligations, or in respect of the Credit Documents shall Collateral may, at Agent’s discretion, and shall, at the direction of the Required Lenders, be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Documents against such Borrower Other Documents, and any protective advances made Protective Advances funded by Agent with respect to the Administrative Agent Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the Lenders by extent owing to such Borrower hereunder, pro rata as set forth belowLender pursuant to the terms of this Agreement; FOURTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth belowObligations; FIFTHSIXTH, to all other obligations Obligations arising under this Agreement, under the Other Documents or otherwise which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be appliedapplied pursuant to clauses “FOURTH”, “FIFTH”, “SIXTH” and “SEVENTH” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any the Obligations, or in respect of the Credit Documents shall Collateral may, at Agent’s discretion, and shall, at the direction of the Required Lenders, be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Documents against such Borrower Loan Documents, and any protective advances made Protective Advances funded by Agent with respect to the Administrative Agent Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the Lenders by extent owing to such Borrower hereunder, pro rata as set forth belowLender pursuant to the terms of this Agreement; FOURTH, to the payment of all Obligations arising under this Agreement and the Loan Documents consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth belowObligations; FIFTHSIXTH, to all other obligations Obligations arising under this Agreement, under the Loan Documents or otherwise which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be appliedapplied pursuant to clauses “FOURTH”, “FIFTH”, “SIXTH” and “SEVENTH” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance continuation of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation the reasonable outside attorneys’ fees other than the fees and expenses of in-house legal counsel) of the Administrative Agent Agent, the L/C Issuers or any of the Lenders in connection with enforcing the rights of the Administrative Agent, the L/C Issuers and the Lenders under the Credit Documents against such Borrower and any protective advances made by Documents, ratably among them in proportion to the Administrative Agent or any of the Lenders, pro rata as set forth belowamounts described in this clause "FIRST" payable to them; SECOND, to payment of any fees owed to the Administrative Agent Agent, the L/C Issuers or any Lender by such BorrowerLender, pro rata as set forth belowratably among them in proportion to the amounts described in this clause "SECOND" payable to them; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower Lenders, and the L/C Issuers hereunder, pro rata as set forth belowratably among them in proportion to the amounts described in this clause "THIRD" payable to them; FOURTH, to the payment of the outstanding principal amount of the Revolving Loans or Letters of Credit outstanding of such Borrowerand L/C Obligations, pro rata as set forth belowratably among them in proportion to the amounts described in this clause "FOURTH" payable to them; FIFTH, to the Administrative Agent, for the account of the L/C Issuers, to Cash Collateralize that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; SIXTH, to all other obligations Borrower Obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause "SIXTH" payable to them; and SIXTHSEVENTH, the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out Amounts used to Cash Collateralize the foregoing, (a) amounts received aggregate undrawn amount of Letters of Credit pursuant to clause "FIFTH" above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Borrower Obligations, if any, in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be appliedset forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Loan Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation limitation, reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders and the Issuer under this Agreement and the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowLoan Documents; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, ratably, to pay interest due in respect of all Protective Advances and Overadvances until paid in full; FOURTH, ratably, to pay the principal of all Protective Advances and Overadvances until paid in full; FIFTH, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Lenders and the Issuer in connection with enforcing its rights under this Agreement and the Loan Documents or otherwise with respect to the Lenders by Obligations owing to such Borrower hereunderLender or the Issuer; SIXTH, pro rata as set forth belowto the payment of all of the Obligations consisting of accrued fees and interest arising under or pursuant to this Agreement or the Loan Documents; FOURTHSEVENTH, to the payment of the outstanding principal amount of the Loans Obligations constituting Advances other than Protective Advances and Overadvances (including the payment or cash collateralization of the outstanding amount of Letters of Credit outstanding of such BorrowerCredit), pro rata as set forth belowtreasury management services and Hedging Contracts; FIFTHEIGHTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Loan Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHSEVENTH” above; and SIXTHNINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (b) each of the Lenders and the Issuer shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances held by such Lender or the Issuer bears to the aggregate then outstanding Advances) of amounts available to be appliedapplied pursuant to clauses “FIFTH”, “SIXTH”, “SEVENTH” and “EIGHTH” above; and (c) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (i) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (ii) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clause “EIGHTH” above in the manner provided in this Section 11.6.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Collateral Agent or any Lender on account of amounts outstanding under any of the Credit Loan Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Collateral Agent or any of and the Lenders in connection with enforcing the rights of the Collateral Agent and the Lenders under the Credit Loan Documents against such Borrower and any protective advances made by the Administrative Collateral Agent or any of the Lenders, pro rata as set forth belowLenders with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowunder the Loan Documents; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth hereunder and all other obligations (other than those obligations to be paid pursuant to clause "FOURTH" below) which shall have become due and payable under the Loan Documents and not repaid pursuant to clauses "FIRST" and "SECOND" above; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such BorrowerLoans, pro rata as set forth below; and FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and SIXTH, the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance continuation of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender from a Borrower or any of its Subsidiaries on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket out‑of‑pocket costs and expenses (including without limitation the reasonable outside attorneys’ fees other than the fees and expenses of in-house legal counsel) of the Administrative Agent Agent, the L/C Issuers or any of the Lenders in connection with enforcing the rights of the Administrative Agent, the L/C Issuers and the Lenders under the Credit Documents against such Borrower (and any protective advances made by the Administrative Agent or any Company if it guaranties the Borrower Obligations of such Borrower), ratably among them in proportion to the Lenders, pro rata as set forth belowamounts described in this clause "FIRST" payable to them; SECOND, to payment of any fees owed to the Administrative Agent Agent, the L/C Issuers or any Lender by such Borrower, pro rata as set forth belowratably among them in proportion to the amounts described in this clause "SECOND" payable to them; THIRD, to the payment of all accrued interest payable to the Lenders and the L/C Issuers hereunder by such Borrower hereunderBorrower, pro rata as set forth belowratably among them in proportion to the amounts described in this clause "THIRD" payable to them; FOURTH, to the payment of the outstanding principal amount of the Revolving Loans or Letters of Credit outstanding and L/C Obligations of such Borrower, pro rata as set forth belowratably among them in proportion to the amounts described in this clause "FOURTH" payable to them; FIFTH, to the Administrative Agent, for the account of the L/C Issuers, to Cash Collateralize that portion of the L/C Obligations of such Borrower comprised of the aggregate undrawn amount of Letters of Credit; SIXTH, to all other obligations Borrower Obligations of such Borrower which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause "SIXTH" payable to them; and SIXTHSEVENTH, the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out Amounts used to Cash Collateralize the foregoing, (a) amounts received aggregate undrawn amount of Letters of Credit pursuant to clause "FIFTH" above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Borrower Obligations of such Borrower, if any, in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be appliedset forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowCollateral Documents; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowthe Issuing Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTHFIFTH, to the payment of the outstanding principal amount of the Loans Loans, to the payment or Letters cash collateralization of Credit the outstanding LOC Obligations, and, in the case of such Borrowerany proceeds of Collateral, to the outstanding principal portion of any Hedging Obligations, pro rata rata, as set forth below; FIFTHSIXTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans, LOC Obligations and Hedging Obligations held by such Lender bears to the aggregate then outstanding Loans, LOC Obligations and Hedging Obligations held by all of the Lenders) of amounts available to be appliedapplied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above; and (c) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (x) first, to reimburse the Issuing Lender from time to time for any drawings under such Letter of Credit and (y) then, following the expiration of such Letter of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 3.8.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents shall or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents against such Borrower and any protective advances made by Agent with respect to the Administrative Agent Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the Lenders by extent in owing to such Borrower hereunder, pro rata as set forth belowLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including the payment or cash collateralization of any outstanding Letters of Credit outstanding of Credit), to breakage, termination or other payments, and any interest accrued thereon, due under any Lender-Provided Interest Rate Hedge, to the extent such BorrowerLender-Provided Interest Rate Hedge is permitted by Section 7.8, pro rata as set forth belowand to amounts due under any Cash Management Products; FIFTHSIXTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be appliedapplied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” 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, such amounts shall be held by Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender Bank on account of the obligations of the Company or any other amounts outstanding under any of the Credit Loan Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders Banks under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowLoan Documents; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of each of the Banks in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Lenders obligations owing by the Company hereunder to such Borrower hereunder, pro rata as set forth belowBank; FOURTH, to the payment of all of the obligations by the Company hereunder consisting of accrued fees and interest and including with respect to any Hedging Agreement between the Company and any Bank, or any Affiliate of a Bank, to the extent such Hedging Agreement is permitted by Section 7.9, any fees, premiums and scheduled periodic payments due under such Hedging Agreement; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations owing by the Company hereunder and the payment or Letters cash collateralization of Credit the outstanding LOC Obligations and including with respect to any Hedging Agreement between the Company and any Bank or any Affiliate of a Bank, to the extent such BorrowerHedging Agreement is permitted by Section 7.9, pro rata as set forth belowany interest accrued thereon and any breakage, termination or other payments due under such Hedging Agreements and any interest accrued thereon; FIFTHSIXTH, to all other obligations owing by the Company hereunder and other obligations which shall have become due and payable of such Borrower under the Credit Loan Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders Banks shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Extension of Credit and obligations outstanding under the Hedging Agreements (if any) permitted by Section 7.9 held by such Bank (and its Affiliates, in the case of Hedging Agreement obligations) bears to the aggregate then outstanding Extensions of Credit and obligations outstanding under the Hedging Agreements (if any) permitted by Section 7.9) of amounts available to be appliedapplied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH”; 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, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Bank from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 3.2(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance continuation of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket out‑of‑pocket costs and expenses (including without limitation the reasonable outside attorneys’ fees other than the fees and expenses of in-house legal counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Administrative Agent and the Lenders under the Credit Documents against such Borrower and any protective advances made by Documents, ratably among them in proportion to the Administrative Agent or any of the Lenders, pro rata as set forth belowamounts described in this clause “FIRST” payable to them; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such BorrowerLender, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “SECOND” payable to them; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunderLenders, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “THIRD” payable to them; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such BorrowerRevolving Loans, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “FOURTH” payable to them; FIFTH, to all other obligations Borrower Obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause “FIFTH” payable to them; and SIXTH, the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after upon the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents shall or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Documents against such Borrower and any protective advances made by Other Documents, under or pursuant to the Administrative Agent or any terms of the Lenders, pro rata as set forth belowthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the extent owing to such Lender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest payable to on account of the Lenders by such Borrower hereunder, pro rata as set forth belowSwing Loans; FOURTHFIFTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest with respect to Advances and Commitment Percentages (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of Revolving Advances, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for Hedge Liabilities or Cash Management Liabilities against the Formula Amount), and payment or Cash Collateralization of any outstanding Letters of Credit outstanding of such Borrowerin accordance with Section 3.2(b) or 2.8(j) hereof, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTHSIXTH” above; EIGHTH, to payment or Cash Collateralization of Cash Management Liabilities and SIXTHHedge Liabilities, to the extent not provided for above; NINTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “EIGHTH”; and TENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance continuation of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent on or any Lender on account of amounts outstanding under any in respect of the Credit Obligations (or other amounts owing under the Fundamental Documents in connection therewith) shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket unreimbursed costs and expenses (including without limitation reasonable outside attorneys’ fees other than and expenses, excluding the fees allocated cost of in-house internal counsel) of the Administrative Agent which are payable by the Borrower or any of the Lenders in connection with enforcing the rights of the Lenders under the other Credit Documents against such Borrower Parties pursuant to this Credit Agreement and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent by the Borrower or any Lender of the other Credit Parties pursuant to this Credit Agreement; SECOND, to the payment of all unreimbursed costs and expenses of the Lenders which are payable by such Borrower, pro rata as set forth belowthe Borrower or any of the other Credit Parties under the Fundamental Documents; THIRD, to the payment of all accrued interest payable but unpaid Facility Fees and Letter of Credit Fees to the Revolving Lenders and all other fees owed to the Lenders by such the Borrower hereunder, pro rata as set forth belowor any of the other Credit Parties pursuant to this Credit Agreement; FOURTH, to the payment of accrued but unpaid interest on the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth belowLoans; FIFTH, to all the payment of the principal outstanding balance of the Loans and the Cash Collateralization of LOC Obligations outstanding; SIXTH, to the payment of the remainder of the Obligations or any other obligations which shall have become amounts then due and payable of such Borrower owing under the this Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” aboveAgreement or any other Fundamental Document; and SIXTHSEVENTH, to the payment of the surplus, if any, to the Borrower or to whoever else may be lawfully entitled to receive such surplussurplus under any applicable court order. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of except as otherwise provided, the Lenders shall receive an amount equal amounts to its be applied pursuant to clauses SECOND, THIRD, FOURTH and FIFTH above, ratably first, between the Revolving Lenders, in accordance with the relative proportion of Revolving Obligations outstanding and second, pro rata share (among the Revolving Lenders based on each Lender’s their respective Revolving Commitment Percentages; and (iii) of 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, such amounts shall be appliedheld by the Administrative Agent in the Cash Collateral Account, shall be subject to the Lien of the Administrative Agent thereon and applied (A) first, to reimburse the Issuing Bank for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses THIRD, FOURTH and FIFTH above in the manner provided in this Section 2.4(f).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowDocuments; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTHFIFTH, to the payment of the outstanding principal amount of the Loans or Loans, and, with respect to unreimbursed drawings under Letters of Credit Credit, to the payment or cash collateralization of the outstanding of such BorrowerLOC Obligations pro rata, pro rata as set forth below; FIFTHSIXTH, to all other obligations Obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans and LOC Obligations held by such Lender bear to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be appliedapplied pursuant to clauses “THIRD”, “FOURTH,” “FIFTH,” and “SIXTH” above and (c) 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, such amounts shall be held by the Administrative Agent in the Letter of Credit Collateral Account as defined in, and in accordance with the terms of, Section 2.3(l) and applied (x) first, to reimburse the 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 clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 9.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or the New Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowCollateral Documents; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata in its capacity as set forth belowthe Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to the Lenders by such Borrower hereunder, pro rata as set forth belowhereunder and under the New Credit Agreement; FOURTHFIFTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit Loans, and to any principal amounts outstanding of such Borrowerunder Hedging Agreements, pro rata rata, as set forth below; FIFTHSIXTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans, and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, and obligations under Hedging Agreements) of amounts available to be appliedapplied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such the Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such the Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such the Borrower, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders by such the Borrower hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such the Borrower, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable of such the Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and SIXTH, the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance continuation of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender from the Borrower or any of its Subsidiaries on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation the reasonable outside attorneys’ fees other than the fees and expenses of in-house legal counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Administrative Agent and the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of Borrower, ratably among them in proportion to the Lenders, pro rata as set forth belowamounts described in this clause “FIRST” payable to them; SECOND, to payment of any fees owed to the Administrative Agent Agent, or any Lender by such Borrowerthe Borrower (other than in connection with Related Hedging Obligations), pro rata as set forth belowratably among them in proportion to the amounts described in this clause “SECOND” payable to them; THIRD, to the payment of all accrued interest payable to the Lenders hereunder by such Borrower hereunderthe Borrower, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “THIRD” payable to them; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such BorrowerLoans, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “FOURTH” payable to them; FIFTH, to the payment of any amounts owing to any Lender or any Affiliate of any Lender with respect to Related Hedging Obligations, ratably among them in proportion to the amounts described in this clause “FIFTH” payable to them; SIXTH, to all other obligations Borrower Obligations and Related Hedging Obligations of the Borrower which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above, ratably among the holders of such Borrower Obligations and Related Hedging Obligations in proportion to the amounts described in this clause “SIXTH” payable to them; and SIXTHSEVENTH, the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such the Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such the Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below; below; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such the Borrower, pro rata as set forth below; below; THIRD, to the payment of all accrued interest payable to the Lenders by such the Borrower hereunder, pro rata as set forth below; below; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such the Borrower, pro rata as set forth below; below; FIFTH, to all other obligations which shall have become due and payable of such the Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; above; and SIXTH, the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order as provided above until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment PercentagesLoans or Commitment, as applicable) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowCollateral Documents; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Lenders by Credit Party Obligations owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations (including the payment or Letters cash collateralization of Credit the outstanding of such Borrower, pro rata as set forth belowLOC Obligations); FIFTHSIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be appliedapplied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” 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, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 2.13(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowDocuments; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Lenders by Credit Party Obligations owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest (including, without limitation, accrued fees and interest arising under any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender); FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations (including, without limitation, the payment or Letters cash collateralization of the outstanding LOC Obligations and payment of the outstanding principal amount arising under any Hedging Agreement between any Credit outstanding Party and any Lender, or any Affiliate of a Lender, to the extent such Borrower, pro rata as set forth belowHedging Agreement is permitted by Section 7.1(e)); FIFTHSIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be appliedapplied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ ' fees other than the fees of in-house counselactually incurred) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowDocuments; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees actually incurred) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender; FOURTH, to the payment of all accrued interest payable to and fees on or in respect of the Lenders by such Borrower hereunder, pro rata as set forth belowObligations; FOURTHFIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including the payment or Letters cash collateralization of Credit the outstanding of such Borrower, pro rata as set forth belowLOC Obligations); FIFTHSIXTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Loans, L/C Obligations, Fees or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowDocuments; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to amounts owing to such Lender; FOURTH, to the Lenders by such Borrower hereunder, pro rata as set forth belowpayment of accrued fees and interest; FOURTHFIFTH, to the payment of the outstanding principal amount of the Loans (including, without limitation, the payment or Letters cash collateralization of Credit the outstanding of such Borrower, pro rata as set forth belowL/C Obligations); FIFTHSIXTH, to all other amounts and other obligations which shall have become due and payable of such Borrower under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; 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, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be appliedapplied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause "FIRST" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be Cash Collateralized by the Administrative Agent and applied (A) first, to reimburse the applicable L/C Issuers from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "THIRD" and "SIXTH" above in the manner provided in this Section 3.14(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance continuation of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender from the Borrower or any of its Subsidiaries on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation the reasonable outside attorneys’ fees other than the fees and expenses of in-house legal counsel) of the Administrative Agent Agent, the L/C Issuer or any of the Lenders in connection with enforcing the rights of the Administrative Agent, the L/C Issuer and the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of Borrower, ratably among them in proportion to the Lenders, pro rata as set forth belowamounts described in this clause “FIRST” payable to them; SECOND, to payment of any fees owed to the Administrative Agent Agent, the L/C Issuer or any Lender by such the Borrower, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “SECOND” payable to them; THIRD, to the payment of all accrued interest payable to the Lenders and the L/C Issuer hereunder by such Borrower hereunderthe Borrower, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “THIRD” payable to them; FOURTH, to the payment of the outstanding principal amount of the Revolving Loans or Letters and L/C Obligations of Credit outstanding of such the Borrower, pro rata as set forth belowratably among them in proportion to the amounts described in this clause “FOURTH” payable to them; FIFTH, to the Administrative Agent, for the account of the L/C Issuer, to Cash Collateralize that portion of the L/C Obligations of the Borrower comprised of the aggregate undrawn amount of Letters of Credit; SIXTH, to all other obligations Borrower Obligations of the Borrower which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause “SIXTH” payable to them; and SIXTHSEVENTH, the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out Amounts used to Cash Collateralize the foregoing, (a) amounts received aggregate undrawn amount of Letters of Credit pursuant to clause “FIFTH” above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Borrower Obligations of the Borrower, if any, in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be appliedset forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents shall or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the Lenders by extent owing to such Borrower hereunder, pro rata as set forth belowLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including the payment or cash collateralization of any outstanding Letters of Credit outstanding of such Borrower, pro rata as set forth belowCredit); FIFTHSIXTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be appliedapplied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” 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, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Borrower's Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowCollateral Documents; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowthe Issuing Lender; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses, (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Lenders by Borrower's Obligations owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of all of the Borrower's Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans Borrower's Obligations (including the payment or Letters cash collateralization of Credit the outstanding of such Borrower, pro rata as set forth belowLOC Obligations); FIFTHSIXTH, to all other Borrower's Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.the proportion that the then outstanding Loans and LOC

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowDocuments; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Lenders by Credit Party Obligations owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth belowParty Obligations; FIFTHSIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; and SIXTH30 -157- SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be appliedapplied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above. Section 2.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Loans, Fees or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowDocuments; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to amounts owing to such Lender; FOURTH, to the Lenders by such Borrower hereunder, pro rata as set forth belowpayment of accrued fees and interest; FOURTHFIFTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth belowLoans; FIFTHSIXTH, to all other amounts and other obligations which shall have become due and payable of such Borrower under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be appliedapplied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or the Supplemental Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative an Agent or any Lender on account of amounts outstanding under any of the Credit Documents or any of the Supplemental Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the New Credit Agreement Lenders under the Credit Documents against such Borrower and the Supplemental Credit Lenders under the Supplemental Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowCollateral Documents; SECOND, to payment of any fees owed to the Administrative an Agent or any Lender by such Borrower, pro rata in its capacity as set forth belowAgent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and the Supplemental Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to (i) the New Credit Agreement Lenders by such Borrower hereunder, pro rata as set forth belowhereunder and (ii) the Supplemental Credit Lenders under the Supplemental Credit Agreement; FOURTHFIFTH, to the payment of the outstanding principal amount of the Loans, Tranche A Term Loans or Letters of Credit and Tranche B Term Loans, and to any principal amounts outstanding of such Borrowerunder Hedging Agreements, pro rata rata, as set forth below; FIFTHSIXTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and Supplemental Credit Documents, pro rata, and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; 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, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans, outstanding Tranche A Term Loans, outstanding Tranche B Term Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, outstanding Tranche A Term Loans, outstanding Tranche B Term Loans and obligations under Hedging Agreements) of amounts available to be appliedapplied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance continuation of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent on or any Lender on account of amounts outstanding under any in respect of the Credit Obligations (or other amounts owing under the Fundamental Documents in connection therewith) shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket unreimbursed costs and expenses (including including, without limitation limitation, reasonable outside attorneys’ ' fees other than and expenses, excluding the fees allocated cost of in-house internal counsel) of the Administrative Agent which are payable by the Borrower or any of the Lenders in connection with enforcing the rights of the Lenders under the other Credit Documents against such Borrower Parties pursuant to this Credit Agreement and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent by the Borrower or any Lender of the other Credit Parties pursuant to this Credit Agreement; SECOND, to the payment of all unreimbursed costs and expenses of the Lenders which are payable by such Borrower, pro rata as set forth belowthe Borrower or any of the other Credit Parties under the Fundamental Documents; THIRD, to the payment of all accrued interest payable but unpaid Commitment Fees and Letter of Credit Fees to the Revolving Lenders and all other fees owed to the Lenders by such the Borrower hereunder, pro rata as set forth belowor any of the other Credit Parties pursuant to this Credit Agreement; FOURTH, to the payment of accrued but unpaid interest on the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth belowLoans; FIFTH, to all the payment of the principal outstanding balance of the Loans and the cash collateralization of LOC Obligations outstanding; SIXTH, to the payment of the remainder of the Obligations or any other obligations which shall have become amounts then due and payable of such Borrower owing under the this Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” aboveAgreement or any other Fundamental Document; and SIXTHEIGHTH, to the payment of the surplus, if any, to the Borrower or to whoever else may be lawfully entitled to receive such surplussurplus under any applicable court order. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of except as otherwise provided, the Lenders shall receive an amount equal amounts to its be applied pursuant to clauses "SECOND", "THIRD", "FOURTH" and "FIFTH" above, ratably first, between the Revolving Lenders, the Tranche B ----- Term Lenders and the Tranche C Term Lenders, in accordance with the relative proportion of Revolving Obligations outstanding, Tranche B Term Loans outstanding and Tranche C Term Loans outstanding, respectively, to all Loan Obligations then outstanding and second, pro rata share (among the Revolving Lenders ------ based on each Lender’s their respective Revolving Commitment Percentages, among the Tranche B Term Lenders based on their respective Tranche B Term Loan Commitment Percentages, and among the Tranche C Term Lenders based on their respective Tranche C Term Loan Commitment Percentages; and (iii) of 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, such amounts shall be appliedheld by the Administrative Agent in the Cash Collateral Account, shall be subject to the Lien of the Administrative Agent thereon and applied (A) first, to reimburse the Issuing Bank for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "THIRD", "FOURTH" and "FIFTH" above in the manner provided in this Section 2.4(f).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Loan Agreement, after the occurrence and during the continuance continuation of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Loan Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket out‑of‑pocket costs and expenses (including without limitation the reasonable outside attorneys’ fees other than the fees and expenses of in-house legal counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Administrative Agent and the Lenders under the Credit Documents against such Borrower and any protective advances made by Loan Documents, ratably among them in proportion to the Administrative Agent or any of the Lenders, pro rata as set forth belowamounts described in this clause "FIRST" payable to them; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such BorrowerLender, pro rata as set forth belowratably among them in proportion to the amounts described in this clause "SECOND" payable to them; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth belowratably among them in proportion to the amounts described in this clause "THIRD" payable to them; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such BorrowerLoans, pro rata as set forth belowratably among them in proportion to the amounts described in this clause "FOURTH" payable to them; FIFTH, to all other obligations Borrower Obligations which shall have become due and payable of such Borrower under the Credit Loan Documents and not repaid pursuant to clauses “"FIRST” " through “"FOURTH” " above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause "FIFTH" payable to them; and SIXTH, the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such the Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such the Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such the Borrower, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders by such the Borrower hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such BorrowerTerm Loans, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable of such the Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and SIXTH, the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order as provided above until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment PercentagesTerm Loan Percentage) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of and the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the LendersDocuments, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent Agent, or any Lender by such BorrowerLender, pro rata as set forth below; DCP Midstream Operating, LP Credit Agreement THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans and to the payment or Letters cash collateralization of Credit the outstanding of such BorrowerLOC Obligations, pro rata rata, as set forth below; FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and SIXTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus; provided, that all amounts collected from the proceeds of Cash Collateral shall be used to repay the Term Loans. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations), of amounts available to be applied; and (c) to the extent that any amounts available for distribution pursuant to clause “FOURTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (i) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (ii) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FOURTH”, “FIFTH” and “SIXTH” above in the manner provided in this Section 9.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement or the Working Capital Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative an Agent or any Lender on account of amounts outstanding under any of the Credit Documents or any of the Working Capital Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and Working Capital Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowCollateral Documents; SECOND, to payment of any fees owed to the Administrative an Agent or any Lender by such Borrower, pro rata in its capacity as set forth belowAgent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents and Working Capital Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to the Lenders by such Borrower hereunder, pro rata as set forth belowhereunder and under the Working Capital Credit Agreement; FOURTHFIFTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit and Working Capital Revolving Loans, and to any principal amounts outstanding of such Borrowerunder Hedging Agreements, pro rata rata, as set forth below; FIFTHSIXTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and Working Capital Credit Documents, pro rata, and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; 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, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans, outstanding Working Capital Revolving Loans and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, Working Capital Revolving Loans and obligations under Hedging Agreements) of amounts available to be appliedapplied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents shall or in respect of the Collateral may, at Agent's discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents against such Borrower and any protective advances made by Agent with respect to the Administrative Agent Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Document; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under this Agreement and the Other Documents or otherwise with respect to the Lenders by Obligations owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest, including fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Lender-Provided Interest Rate Hedge, to the extent such Lender-Provided Interest Rate Hedge is permitted by Section 7.8; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including the payment or cash collateralization of any outstanding Letters of Credit outstanding of Credit), to breakage, termination or other payments, and any interest accrued thereon, due under any Lender-Provided Interest Rate Hedge, to the extent such BorrowerLender-Provided Interest Rate hedge is permitted by Section 7.8, pro rata as set forth belowand to amounts due under any Cash Management Products; FIFTHSIXTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Other Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied.applied pursuant to clauses "FOURTH", "FIFTH" and "SIXTH" 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, such amounts shall be held by Agent in a cash collateral account

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents shall or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the Lenders by extent owing to such Borrower hereunder, pro rata as set forth belowLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including the payment or cash collateralization of any outstanding Letters of Credit outstanding of such Borrower, pro rata as set forth belowCredit); FIFTHSIXTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be appliedapplied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” 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, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.6.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents shall or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents against such Borrower and any protective advances made by Agent with respect to the Administrative Agent Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Document; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under this Agreement and the Other Documents or otherwise with respect to the Lenders by Obligations owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest, including fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Lender-Provided Interest Rate Hedge, to the extent such Lender-Provided Interest Rate Hedge is permitted by Section 7.8; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including the payment or cash collateralization of any outstanding Letters of Credit outstanding of Credit), to breakage, termination or other payments, and any interest accrued thereon, due under any Lender-Provided Interest Rate Hedge, to the extent such BorrowerLender-Provided Interest Rate hedge is permitted by Section 7.8, pro rata as set forth belowand to amounts due under any Cash Management Products; FIFTHSIXTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be appliedapplied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” 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, such amounts shall be held by Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents shall or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents against such Borrower and any protective advances made by Agent with respect to the Administrative Agent Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Agreement; SECOND, to the payment of any fees owed all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the Administrative Agent or any extent owing to such Lender by such Borrower, pro rata as set forth belowpursuant to the terms of this Agreement; THIRD, to the payment of all of the Obligations consisting of accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth belowinterest; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth belowObligations; FIFTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTH” above; 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, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the amount of the then outstanding Term Loan held by such Lender bears to the aggregate then outstanding Term Loan) of amounts available to be appliedapplied pursuant to clauses “THIRD”, “FOURTH” and “FIFTH” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during exercise of any remedies by the continuance of an Administrative Agent or the Lenders pursuant to Section 9.2 (or after any Event of Default with respect that causes the Commitments to any Borrowerterminate and/or all of the Obligations to be due hereunder), all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of inand documented out-house counselof-pocket Attorney Costs) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the LendersDocuments, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent Agent, any Issuing Lender, the Swing Line Lender or any Lender by such BorrowerLender, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans or and unreimbursed drawings under Letters of Credit Credit, and to the payment or cash collateralization of the outstanding of such BorrowerLOC Obligations, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and 90 SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) the proportion that the then-outstanding Loans, and LOC Obligations held by such Lender bears to the aggregate then-outstanding Loans and LOC Obligations of amounts available to be applied; and (c) to the extent that any amounts available for distribution pursuant to clause “FOURTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (i) first, to reimburse the Issuing Lenders from time to time for any drawings under such Letters of Credit and (ii) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FOURTH” and “FIFTH” above in the manner provided in this Section 9.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Loan Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Loan Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below; SECOND, to the payment of any fees owed to the Administrative Agent or any Lender by such Borrower(other than Letter of Credit Fees), pro rata as set forth below; THIRD, to the payment of all Letter of Credit Fees and accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTH, to (a) the payment of the outstanding principal amount of the Loans or and L/C Borrowings and all other obligations which shall have become due and payable under the Loan Documents and (b) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit outstanding of such BorrowerCredit, pro rata as set forth below; FIFTH, to the payment of all other obligations Obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” abovepayable, pro rata as set forth below; and SIXTH, the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied. Subject to Section 2.19(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause FOURTH above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section 7.3. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Agent may request, from the applicable Cash Management Bank or Hedge Bank (in each case, other than the Agent or an Affiliate of the Agent), as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Agent pursuant to the terms of Article VIII for itself and its Affiliates as if a “Lender” party hereto.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the Lenders by extent owing to such Borrower hereunder, pro rata as set forth belowLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth belowObligations; FIFTHSIXTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be appliedapplied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of and the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the LendersDocuments, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent Agent, or any Lender by such BorrowerLender, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans and to the payment or Letters cash collateralization of Credit the outstanding of such BorrowerLOC Obligations, pro rata rata, as set forth below; FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and SIXTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus; provided, that all amounts collected from the proceeds of Cash Collateral shall be used to repay the Term Loans. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations), of amounts available to be applied.; and (c) to the extent that any amounts available for distribution pursuant to clause “FOURTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (i) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (ii) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FOURTH”, “FIFTH” and “SIXTH” above in the manner provided in this Section 9.3. 71 Spectra Energy Partners OLP, LP Credit Agreement

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence exercise of any remedies by the Administrative Agent or the Lenders pursuant to Section 8.2 (or after the Commitments shall automatically terminate and during the continuance Loans (with accrued interest thereon) and all other amounts under the Loan Documents shall automatically become due and payable in accordance with the terms of an Event of Default with respect such Section) and the L/C Obligations have automatically been required to any Borrowerbe Cash Collateralized, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Loan Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselAttorney Costs) of the Administrative Agent or any of the Lenders, including Lenders when acting in the capacity of L/C Issuer, in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the LendersLoan Documents, pro rata as set forth below; SECOND, to payment of any fees (other than Letter of Credit Fees) owed to the Administrative Agent Agent, any L/C Issuer, or any Lender by such BorrowerLender, pro rata as set forth below; THIRD, to the payment of all accrued interest and Letter of Credit Fees payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTH, to (a) the payment of the outstanding principal amount of the Loans or and L/C Borrowings and (b) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit outstanding of such BorrowerCredit, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Loan Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; 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, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied.. Subject to Section 2.3(c) and Section 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. SECTION IX ADMINISTRATIVE AGENT

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents shall or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the Lenders by extent owing to such Borrower hereunder, pro rata as set forth belowLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth belowObligations; FIFTHSIXTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be appliedapplied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-out of pocket costs and expenses (including without limitation limitation, reasonable outside attorneys’ attorney's fees other than the fees of in-house counselactually incurred) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowDocuments; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all reasonable out-of-pocket costs, fees and expenses (including without limitation, reasonable attorneys' fees actually incurred) of the Agent and each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender; FOURTH, to the payment of all accrued interest payable to and fees on or in respect of the Lenders by such Borrower hereunder, pro rata as set forth belowObligations; FOURTHFIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including the payment or Letters cash collateralization of Credit the outstanding of such Borrower, pro rata as set forth belowLOC Obligations); FIFTHSIXTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Obligations held by such Lender bears to the aggregate then outstanding Obligations) of amounts available to be applied.applied pursuant to clauses "THIRD",

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Borrower's Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowDocuments; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Lenders by Borrower's Obligations owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of all of the Borrower's Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth below's Obligations; FIFTHSIXTH, to all other Borrower's Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (bii) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans and Participation Interests held by such Lender bears to the aggregate then outstanding Loans and Participation Interests) of amounts available to be appliedapplied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative an Agent or any Lender on account of amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent Agents or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent Agents or any of the Lenders, pro rata as set forth belowLenders with respect to the Collateral under or pursuant to the terms of the Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent an Agent, an Issuing Lender or any Lender by such Borrower, pro rata as set forth belowLender; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth hereunder and all other obligations (other than those obligations to be paid pursuant to clause "FOURTH" below) which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses "FIRST" and "SECOND" above; FOURTH, to the payment of the outstanding principal amount of the Loans or Loans, unreimbursed drawings under Letters of Credit and matured and unpaid Bankers' Acceptances, to the payment of any principal amounts outstanding under Hedging Agreements between a Credit Party and a Lender or an Affiliate of such Borrowera Lender and to the payment or cash collateralization of the outstanding LOC Obligations and BA Obligations, pro rata as set forth below; and FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and SIXTH, the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans, LOC Obligations, BA Obligations and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding Loans, LOC Obligations, BA Obligations and obligations under Hedging Agreements) of amounts available to be applied; and (c) to the extent that any amounts available for distribution pursuant to clause "FOURTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the Issuing Lenders 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 "FOURTH" above in the manner provided in this Section 10.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance continuation of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender from a Borrower or any of its Subsidiaries on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation the reasonable outside attorneys’ fees other than the fees and expenses of in-house legal counsel) of the Administrative Agent Agent, the L/C Issuers or any of the Lenders in connection with enforcing the rights of the Administrative Agent, the L/C Issuers and the Lenders under the Credit Documents against such Borrower (and any protective advances made by the Administrative Agent or any Company if it guaranties the Borrower Obligations of such Borrower), ratably among them in proportion to the Lenders, pro rata as set forth belowamounts described in this clause "FIRST" payable to them; SECOND, to payment of any fees owed to the Administrative Agent Agent, the L/C Issuers or any Lender by such Borrower, pro rata as set forth belowratably among them in proportion to the amounts described in this clause "SECOND" payable to them; THIRD, to the payment of all accrued interest payable to the Lenders and the L/C Issuers hereunder by such Borrower hereunderBorrower, pro rata as set forth belowratably among them in proportion to the amounts described in this clause "THIRD" payable to them; FOURTH, to the payment of the outstanding principal amount of the Revolving Loans or Letters of Credit outstanding and L/C Obligations of such Borrower, pro rata as set forth belowratably among them in proportion to the amounts described in this clause "FOURTH" payable to them; FIFTH, to the Administrative Agent, for the account of the L/C Issuers, to Cash Collateralize that portion of the L/C Obligations of such Borrower comprised of the aggregate undrawn amount of Letters of Credit; SIXTH, to all other obligations Borrower Obligations of such Borrower which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above, ratably among the holders of such Borrower Obligations in proportion to the amounts described in this clause "SIXTH" payable to them; and SIXTHSEVENTH, the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out Amounts used to Cash Collateralize the foregoing, (a) amounts received aggregate undrawn amount of Letters of Credit pursuant to clause "FIFTH" above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Borrower Obligations of such Borrower, if any, in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be appliedset forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Document; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees) of each of the Lenders in connection with enforcing its rights under this Agreement and the Other Documents or otherwise with respect to the Lenders by Obligations owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including the payment or cash collateralization of any outstanding Letters of Credit outstanding of such Borrower, pro rata as set forth belowCredit); FIFTHSIXTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Other Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be appliedapplied pursuant to clauses "FOURTH", "FIFTH" and "SIXTH" 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, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowDocuments; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents with respect to the Lenders by Credit Party Obligations owing to such Borrower hereunder, pro rata as set forth belowLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest (including, without limitation, accrued fees and interest arising under any Hedging Agreement with a Hedging Agreement Provider); FIFTH, to the payment of the outstanding principal amount of the Loans Credit Party Obligations (including, without limitation, (i) the payment or Letters cash collateralization of Credit the outstanding of such BorrowerLOC Obligations and (ii) any breakage, pro rata as set forth belowtermination or other payments due under a Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon); FIFTHSIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTH, the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.and

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after upon the occurrence and during the continuance continuation of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents Documents, or in respect of the Collateral, shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including including, without limitation limitation, reasonable outside attorneys’ fees other than the fees of in-house counselAttorney Costs) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of with respect to the Lenders, pro rata as set forth belowCollateral pursuant to the Pledge Agreement; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable Attorney Costs) of each of the Lenders in connection with enforcing its rights under the Credit Documents; FOURTH, to the payment of all accrued fees and interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTHFIFTH, to the payment of the outstanding principal amount of the Loans or Loans, and unreimbursed drawings under Letters of Credit Credit, to the payment or cash collateralization of the outstanding of such BorrowerLOC Obligations pro rata, pro rata as set forth below; FIFTHSIXTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “"FIRST” " through “FOURTH” "FIFTH" above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans and LOC Obligations owed to such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be appliedapplied pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above and (c) 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, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (x) first, to reimburse the 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 clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 9.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation limitation, reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders Lender in connection with enforcing the rights of the Lenders Lender and the Issuer under this Agreement and the Credit Other Documents against such Borrower and any protective advances made by the Administrative Agent Lender with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Agreement; SECOND, to the payment of any fees owed all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of the Lender and the Issuer in connection with enforcing their rights under this Agreement and the Other Documents or otherwise with respect to the Administrative Agent Obligations owing to the Lender or any Lender by such Borrower, pro rata as set forth belowthe Issuer; THIRD, to the payment of all of the Obligations consisting of accrued fees and interest payable arising under or pursuant to this Agreement or the Lenders by such Borrower hereunder, pro rata as set forth belowOther Documents; FOURTH, to the payment of the outstanding principal amount of the Loans Obligations constituting Advances (including the payment or cash collateralization of the outstanding amount of Letters of Credit outstanding of such Borrower, pro rata as set forth belowCredit); FIFTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Other Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “"FOURTH” " above; 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, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; (ii) the Lender and (b) each of the Lenders Issuer shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that then outstanding Advances held by the Lender or the Issuer bears to the aggregate then outstanding Advances) of amounts available to be appliedapplied pursuant to clauses "SECOND", "THIRD", "FOURTH" and "FIFTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause "FOURTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Lender in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FOURTH" and "FIFTH" above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit other Note Documents shall or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation reasonable outside and documented attorneys’ fees other than the fees of in-house counselfees, which shall be limited to one outside counsel and one local counsel in each relevant jurisdiction) of the Administrative Agent or any of the Lenders incurred in connection with enforcing this Agreement and the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowother Note Documents; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees, which shall be limited to one outside counsel and one local counsel in each relevant jurisdiction for all Purchasers) of each of the Purchasers to the Lenders by extent owing to such Borrower hereunderPurchaser pursuant to the terms of this Agreement; 119 60358086_160358086_13 FOURTH, pro rata as set forth belowto the payment of all of the Obligations consisting of accrued fees and interest; FOURTHFIFTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth belowObligations; FIFTHSIXTH, to all other Obligations (other than contingent indemnification obligations for which no claim has been asserted) and other obligations which shall have become due and payable of such Borrower under the Credit other Note Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (bii) each of the Lenders Purchasers shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding principal amount of the Notes held by such Purchaser bears to the aggregate then outstanding principal amount of the Notes) of amounts available to be appliedapplied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Credit Other Documents shall or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Credit Other Documents against such Borrower and any protective advances made by the Administrative Agent with respect to the Collateral under or any pursuant to the terms of the Lenders, pro rata as set forth belowthis Agreement; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all accrued interest payable reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the Lenders by extent owing to such Borrower hereunder, pro rata as set forth belowLender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest; FIFTH, to the payment of the outstanding principal amount of the Loans Obligations (including the payment or cash collateralization of any outstanding Letters of Credit outstanding of such Borrower, pro rata as set forth belowCredit); FIFTH77 SIXTH, to all other Obligations and other obligations which shall have become due and payable of such Borrower under the Credit Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and category; (bii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be appliedapplied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” 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, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel' fees) of the Administrative Agent or any of the Lenders or LC Issuers in connection with enforcing the rights of the Lenders or LC Issuers under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowDocuments; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowor LC Issuer; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth hereunder and all other obligations (other than those obligations to be paid pursuant to clause "FOURTH" or clause "FIFTH" below) which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses "FIRST" and "SECOND" above; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrowerand Reimbursement Obligations, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable the Administrative Agent for deposit in the Facility LC Collateral Account to the extent of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” aboveany Collateral Shortfall Amount; and SIXTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. 77 In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit AgreementAgreement to the contrary, after the occurrence and during the continuance of an Event of Default with respect to any BorrowerDefault, all amounts collected from such Borrower or received by on or in respect of the Administrative Agent Obligations (or any Lender on account of other amounts outstanding owing under any of the Credit Documents in connection therewith) shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counselfees) of the Administrative Agent or any of the Lenders in connection with enforcing the rights and remedies of the Lenders Banks under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth belowwith respect thereto; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth belowAgent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Bank; FOURTH, to the payment of all accrued interest payable to and fees on or in respect of the Lenders by such Borrower hereunder, pro rata as set forth belowObligations; FOURTHFIFTH, to the payment of the outstanding principal amount of the Loans Obligations hereunder (including the payment or Letters cash collateralization of Credit the outstanding of such Borrower, pro rata as set forth belowLOC Obligations); FIFTHSIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable of such Borrower under the Credit Documents otherwise and not repaid pursuant to clauses “FIRST” through “FOURTHFIFTH” above; and SIXTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplusthe Borrowers. In carrying out the foregoing, (ai) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category category; and (bii) each of except as otherwise provided, the Lenders Banks shall receive an amount equal to its amounts ratably in accordance with their respective pro rata share (based on each Lender’s Commitment Percentagesthe proportion that the then outstanding Obligations held by such Banks bears to the aggregate amount of the Obligations then outstanding) of amounts available to be appliedapplied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” 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, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Bank for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FOURTH”, “FIFTH” and “SIXTH” above in the manner provided in this Section 3.15(b).