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 Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Document; SECOND, to payment of any fees owed to the Agent; 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 on account of the Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTH” above; TENTH, to all Obligations owing to any Defaulting Lender; 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, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement Credit Agreement, but subject to the contrarySection 3.05(f), after the occurrence and during the continuance of an Event of DefaultDefault and the exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 9.02 (or after the Commitments shall automatically terminate and the 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 such Section), all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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, reasonable attorneys’ fees) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and under the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Agent with respect ratably among them in proportion to the Collateral under or pursuant amounts described in this clause “FIRST” payable to the terms of this Documentthem; SECOND, to payment of any fees owed to the AgentAdministrative Agent or any of the Lenders ratably among them in proportion to the amounts described in this clause “SECOND” payable to them; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of accrued interest payable to the Lenders hereunder ratably among them in proportion to the extent owing amounts described in this clause “THIRD” payable to such Lender pursuant to the terms of this Agreementthem; FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing LoansLoans ratably among them in proportion to the amounts described in this clause “FOURTH” payable to them; SIXTHFIFTH, to all other obligations which shall have become due and payable under the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, Documents and not repaid pursuant to clauses “FIRST” through “SIXTHFOURTH” above. EIGHTH, to payment or cash collateralization above ratably among the holders of Cash Management Liabilities and Hedge Liabilities, the Borrower Obligations in proportion to the extent not provided for above. NINTH, amounts described in this clause “FIFTH” payable to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTH” above; TENTH, to all Obligations owing to any Defaulting Lenderthem; and ELEVENTHSIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions After the exercise of this Agreement to the contrary, remedies provided for in Section 9.2 (or after the occurrence Loans have automatically become immediately due and during payable and the continuance of an Event of DefaultLOC Obligations have automatically been required to be cash collateralized as set forth in Section 9.2), all any amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of shall be applied by the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Document; SECONDfollowing order: First, to payment of any fees owed that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the AgentAdministrative Agent and amounts payable under Section 3) payable to the Administrative Agent in its capacity as such; THIRDSecond, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders and the Issuing Lender (including fees, charges and disbursements of counsel to the respective Lenders and the Issuing Lender and amounts payable under Section 3), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and unreimbursed drawings under Letters of Credit and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.1, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the Issuing Lender in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each that portion of the Lenders Obligations constituting unpaid principal of the Loans and unreimbursed drawings under Letters of Credit, (b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent owing to such Swap Contract is permitted by Section 8.1, (c) payments of amounts due under any Treasury Management Agreement between any Credit Party and any Lender, or any Affiliate of a Lender pursuant and (d) cash collateralize that portion of LOC Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) and the Issuing Lender in proportion to the terms of respective amounts described in this Agreementclause Fourth held by them; FOURTHand Last, to the payment of balance, if any, after all of the Obligations consisting of accrued interest on account of the Swing Loans; FIFTH:have been indefeasibly paid in full, to the payment of Borrower or as otherwise required by Law. Amounts used to cash collateralize the outstanding principal aggregate undrawn amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTH” above; TENTH, to all Obligations owing to any Defaulting Lender; 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, (i) amounts received clause Fourth above shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) 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 the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (A) first, to reimburse the Issuer from time to time for any satisfy drawings under such Letters of Credit and (B) then, following the expiration of as they occur. If any amount remains on deposit as cash collateral after all Letters of CreditCredit have either been fully drawn or expired, such remaining amount shall be applied to all the other obligations of the types described in clauses “SEVENTH” and “EIGHTH” above Obligations, if any, in the manner provided in this Section 11.5order set forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ feesfees of one outside counsel) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ feesfees 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 extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest on account in respect of the Swing 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 Credit Party Obligations consisting in respect of Swing Swingline Loans; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the outstanding principal amount of the other Credit Party Obligations consisting of principal(including, and to without limitation, the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any theCash Collateralization of the outstanding Letters of Credit in accordance with Section 3.2(b) hereofLOC Obligations, and not repaid pursuant including with respect to clauses “FIRST” through “SIXTH” above. any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon); EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHSEVENTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHNINTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; , (ii) each of the Lenders and/or Hedging Agreement Providers shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans and LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding AdvancesLoans, LOC Obligations and obligations payable under all Hedging Agreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses “SIXTHTHIRD”, “SEVENTHFIFTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” above in 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 manner provided allocation to Credit Party Obligations otherwise set forth above in this Section 11.5Section.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunderdiscretion, be paid over or delivered as follows: FIRST, to the payment of all 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) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentAgreement; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all 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 each Lender) 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 on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit as provided for in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “)); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations (other than unasserted contingent indemnification obligations for which no claim has been asserted) and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTHFOURTH”, “SEVENTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a as cash collateral account as provided for in Section 3.2(b) hereof 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” above in the manner provided in this Section 11.511.6, and (iv) notwithstanding anything to the contrary in this Section 11.6, no CEA 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 CEA 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 CEA Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.6.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement Credit Agreement, to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees owed payable to the AgentAgent then due and owing; 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest on account of the Swing Loansthen due and owing; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(bLOC Obligations) hereof, then due and not repaid pursuant to clauses “FIRST” through “owing; SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or (including without limitation any other amounts outstanding under on account of any of the Other Documents Cash Management Liabilities or Hedge Liabilities), or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunderdiscretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents Documents, and any protective advances made Out-of-Formula Loans and Protective Advances funded by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentAgreement; SECOND, to payment of any fees owed to the Agent; 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 on account of the Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all of Obligations arising under this Agreement and the remaining Obligations Other Documents consisting of accrued fees and interestinterest (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 consisting (other than principal in respect of principal, and Swing Loans paid pursuant to the payment of Hedge Liabilities and clause FIFTH above) arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities) (in each case, only to including the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof). EIGHTH, to all other Obligations arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities) which shall have become due and payable (hereunder, under the Other Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “SIXTHSEVENTH” above. EIGHTH; NINTH, to payment or cash collateralization of any Cash Management Liabilities and Hedge Liabilities, Liabilities owing to the extent not provided for above. NINTH, to all other Obligations and other obligations Agent which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to Clauses “FIRST” through “EIGHTH” above; and TENTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “EIGHTH” above; TENTH, to all Obligations owing to any Defaulting LenderNINTH”; 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, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be 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 the Agent in a as cash collateral account for the Letters of Credit pursuant to Section 3.2(b) hereof 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 “EIGHTHTENTH” above in the manner provided in this Section 11.5. Notwithstanding the foregoing, the assets of Sand Tiger shall only be applied to pay down Sand Tiger’s Obligations.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration upon written notice to the Borrower by the Administrative Agent (in its discretion or at the direction of the Obligations hereunderRequired Lenders) that the application thereof shall be made in accordance with this Section 2.12(b), be paid over or delivered applied as follows: 48 FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys’ ' fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Security Documents; SECOND, to payment of any fees owed to the Administrative Agent in its capacity as Administrative 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 or otherwise with respect to the extent Secured Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of (1) all of the Credit Party Obligations consisting of accrued fees and interest on account of the Swing Loansand (2) with respect to any Secured Hedging Agreement, all fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon; FIFTH:, to the payment of (1) the outstanding principal amount of the Credit Party Obligations consisting and the payment or cash collateralization of Swing Loansthe outstanding LOC Obligations and (2) with respect to any Secured Hedging Agreement, all breakage, termination or other payments due under such Secured Hedging Agreement and any interest accrued thereon; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b1) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and (2) with respect to any Secured Hedging Agreement, all other obligations under such Secured Hedging Agreement, in each case to the extent not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders and Hedging Agreement Providers shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans and LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding AdvancesLoans, LOC Obligations and obligations payable under all Secured Hedging Agreements) of amounts available to be applied pursuant to clauses “"THIRD", "FOURTH", "FIFTH" and "SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” " above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” 49 "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 Issuer 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 “SEVENTH” "FIFTH" and “EIGHTH” "SIXTH" above in the manner provided in this Section 11.52.12(b). Notwithstanding the foregoing terms of this Section 2.12(b), only Collateral proceeds and payments under the Guaranty with respect to Secured Hedging Agreements shall be applied to obligations under any Secured Hedging Agreement.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunderdiscretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentAgreement; SECOND, to payment of any fees owed to the Agent; 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 on account of the Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interestinterest (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 consisting (other than principal in respect of principal, and Swing Loans paid pursuant to the payment of Hedge Liabilities and clause FIFTH above) including Cash Management Liabilities and Hedge Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or such Cash Management Liabilities against and Hedge Liabilities have been established by Agent) and the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. Credit); EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHSEVENTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHNINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Advances, Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding 162 Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “SIXTH”, ,” “SEVENTH”, ,” “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” EIGHTH above in the manner provided in this Section 11.5; and (iv) 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 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.

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, all amounts collected or received by the Agent or any Lender on account of the Borrower's Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the 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 or otherwise with respect to the extent Borrower's Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Borrower's Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing LoansBorrower's Obligations; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Borrower's Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans and Participation Interests held by such Lender bears to the aggregate then outstanding AdvancesLoans and LOC Participation Interests) of amounts available to be applied pursuant to clauses “"THIRD", "FOURTH", "FIFTH" and "SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” " above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” "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 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 “SEVENTH” "FIFTH" and “EIGHTH” "SIXTH" above in the manner provided in this Section 11.53.15(c).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunderPermitted Discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Document; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders Agent in connection with enforcing its rights under this Agreement and the Other Documents or otherwise with respect to the extent Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “Credit); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTHFOURTH”, “SEVENTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunderdiscretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentAgreement; SECOND, to payment of any fees owed to the Agent; 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 on account of the Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interestinterest (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 consisting (other than principal in respect of principal, and Swing Loans paid pursuant to the payment of Hedge Liabilities and clause FIFTH above) including Cash Management Liabilities and Hedge Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or such Cash Management Liabilities against and Hedge Liabilities have been established by Agent) and the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. Credit); EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHSEVENTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHNINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances 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 pursuant to clauses “SIXTH”, ,” “SEVENTH”, ,” “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” EIGHTH above in the manner provided in this Section 11.5; and (iv) 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 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. 148 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contraryCredit Agreement, after the occurrence and during the continuance continuation of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ feesAttorney Costs) 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 Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent, the Issuing Lender or any Lender, pro rata as set forth below; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of accrued interest payable to the Lenders to the extent owing to such Lender pursuant to the terms of this Agreementhereunder, pro rata as set forth below; FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting Loans and unreimbursed drawings under Letters of Swing Loans; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principalCredit, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereofLOC Obligations, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTHpro rata as set forth below; FIFTH, to all other Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FOURTH" above; TENTHSIXTH, to all Obligations owing to any Defaulting 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 ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ia) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (iib) 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 the proportion that the then outstanding Advances Loans, and LOC Obligations held by such Lender bears to the aggregate then outstanding AdvancesLoans 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 pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” aboveapplied; and (iiic) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” "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 (Ai) 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” and “EIGHTH” above in the manner provided in this Section 11.5.Issuing

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations (including without limitation any amounts on account of any Hedge Liabilities or Cash Management Liabilities), or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunderdiscretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentAgreement; SECOND, to payment of any fees owed to the Agent; 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 on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH(including Hedge Liabilities, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to and the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “Credit); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances 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 pursuant to clauses “SIXTHFOURTH”, “SEVENTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) notwithstanding anything 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 (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” and “EIGHTH” above in the manner provided 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 Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this

Allocation of Payments After Event of Default. Notwithstanding any --------------------------------------------- other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder'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 attorneys’ ' fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Document; SECOND, to payment of any fees owed to the Agent; 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 on account of the Swing Loansfees and interest; FIFTH:FOURTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTHCredit); FIFTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FOURTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”"THIRD", “SEVENTH”, “EIGHTH” "FOURTH" and “NINTH” "FIFTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” "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 “SEVENTH” "FOURTH" and “EIGHTH” "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 Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the Administrative 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “LOC Obligations); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, 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, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding AdvancesLoans and LOC Obligations) of amounts available to be applied pursuant to clauses “SIXTHTHIRD”, “SEVENTHFOURTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” 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 Issuer 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” above in the manner provided in this Section 11.52.11(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, contrary after the occurrence and during the continuance continuation of an Event of Default, proceeds from any payments (including prepayments under Section 2.3) or proceeds arising after the exercise of remedies hereunder (or after the Loan shall automatically become due and payable in accordance with the terms of Section 8.2), all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations obligations of Borrower or any other amounts outstanding under any of the Other Loan Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, shall be paid over or delivered as follows: follows (irrespective of whether the following costs, expenses, fees, interest, premiums, scheduled periodic payments or of the obligations of Borrower under any of the Loan Documents are allowed, permitted or recognized as a claim in any proceeding resulting from the occurrence of a bankruptcy event): FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of Administrative Agent owed pursuant to the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Loan Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or owed pursuant to the terms of this DocumentLoan Documents; SECOND, to the payment of any fees owed to Administrative Agent pursuant to the AgentLoan Documents; THIRD, to the payment of all reasonable out-of-pocket fees, costs and expenses (including without limitation reasonable attorneys’ fees) of each of the Lenders to the extent owing to such Lender owed pursuant to the terms of this AgreementLoan Documents, including without limitation in connection with enforcing its rights under the Loan Documents; FOURTH, to the applicable Prepayment Premium, if any (which shall not be applicable regarding payments made pursuant to Section 2.3.2); FIFTH, to the applicable Breakage Costs; SIXTH, to the payment of all interest on the outstanding principal balance of the Obligations consisting Loan accrued at the Applicable Interest Rate on the amount prepaid through and including the date of accrued interest on account of the Swing Loansprepayment; FIFTH:SEVENTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing LoansLoan; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, with respect to payment any Secured Hedging Agreement, any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon and any breakage, termination or cash collateralization of Cash Management Liabilities other payments due under such Secured Hedging Agreement and Hedge Liabilities, to the extent not provided for above. any interest accrued thereon; NINTH, to all other Obligations and other obligations of Borrower which shall have become due and payable under the Other Loan Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTH” above; and TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTH, to the payment of the surplus, if any, to whoever may be Borrower, unless another Person is lawfully entitled to receive such surplussurplus (or any portion thereof) in which case such surplus (or any portion thereof) shall be paid to such Person. In carrying out the foregoing, (ia) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; , (iib) each of the Lenders Lender shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances portion of the Loan held by such Lender bears to the aggregate then outstanding AdvancesLoan) and (c) with respect to amounts payable under clause “EIGHTH” above, each Hedging Agreement Provider shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate amount of all obligations payable under all Secured Hedging Agreements) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH”, “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” 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 Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ feesfees of one outside counsel) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ feesfees 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 extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the other Credit Party Obligations consisting of accrued fees and interest on account of the Swing Loans(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 Obligations consisting other Credit Party Obligations, including, without limitation, the payment or Cash Collateralization of Swing Loansthe outstanding LOC Obligations, and with respect to any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreement and any interest accrued thereon; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; , (ii) each of the Lenders and/or Hedging Agreement Providers shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans and LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding AdvancesLoans, LOC Obligations and obligations payable under all Hedging Agreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses “SIXTHTHIRD”, “SEVENTHFOURTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; above and (iii) Excluded Swap Obligations with respect to the extent that any Guarantor shall not be paid with amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued received from such Guarantor or its assets, but undrawn amount of outstanding Letters of Credit, such amounts appropriate adjustments shall be held by made with respect to payments from other Credit Parties to preserve the Agent in a cash collateral account and applied (A) first, allocation 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” and “EIGHTH” Party Obligations otherwise set forth above in the manner provided in this Section 11.5Section.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Security Documents; SECOND, to payment of any fees owed to the Administrative 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “LOC Obligations); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Loan Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Loan Party Obligations or any other amounts outstanding under any of the Other Loan Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentLoan Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented 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 Loan Documents with respect to the extent Loan Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Loan Party Obligations consisting of accrued fees and interest on account of the Swing Loans(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 Loan Party Obligations consisting of Swing Loans(including, without limitation, any breakage, termination or other payments due under a Hedging Agreement with a Hedging Agreement Provider); SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Loan Party Obligations and other obligations which shall have become due and payable under the Other Loan Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to the Borrower or whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; category and (ii) each of the Lenders and/or Hedging Agreement Providers shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding AdvancesLoans and obligations payable under all Hedging Agreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses “SIXTHTHIRD”, “SEVENTHFOURTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Loan Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunderdiscretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders Secured Parties under this Agreement and the Other other Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentAgreement; SECOND, to payment of any fees owed to the Agent; 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 on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “Credit); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall that have become due and payable under the Other Loan Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTHFOURTH”, “SEVENTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” above in the manner provided in this Section 11.5.. ARTICLE XXXIV

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 7.2 (or after the Commitments shall automatically terminate and during the continuance Loans (with accrued interest thereon) and all other amounts under the Credit Documents (including without limitation the maximum amount of an Event all contingent liabilities under Letters of DefaultCredit) shall automatically become due and payable in accordance with the terms of such Section), all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable 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 extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest, and including with respect to any Secured Hedging Agreement, any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest on account of the Swing Loansaccrued thereon; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to and the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereofLOC Obligations, and not repaid pursuant including with respect to clauses “FIRST” through “any Secured Hedging Agreement, any breakage, termination or other payments due under such Secured Hedging Agreement and any interest accrued thereon; SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans, LOC Obligations and obligations outstanding under the Hedge Agreements (if any) permitted by Section 6.1(e) held by such Lender (and its Affiliates in the case of Hedge Agreement obligations) bears to the aggregate then outstanding AdvancesLoans, LOC Obligations and obligations outstanding under the Hedge Agreements between any Credit Party and any Lender or any Affiliate of a Lender that are permitted by Section 6.1(e)) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTHFOURTH” and “NINTHFIFTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” 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 Issuer 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” above in the manner provided in this Section 11.52.12(b). Notwithstanding the foregoing terms of this Section 2.12, only Collateral proceeds and payments under the Guaranty (as opposed to ordinary course principal, interest and fee payments hereunder) shall be applied to obligations under any Secured Hedging Agreement.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the Administrative 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing LoansCredit Party Obligations; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) 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 the proportion that the then outstanding Advances Loans held by such Lender bears to the aggregate then outstanding AdvancesLoans) of amounts available to be applied pursuant to clauses “"THIRD", "FOURTH", "FIFTH" and "SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” " above; and (iii) 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 (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” and “EIGHTH” 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, all amounts collected or received by the Agent or any Lender on account of the Revolving Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees' fees actually incurred) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees' fees actually incurred) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the extent Revolving Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of accrued interest on account of the Swing LoansRevolving Obligations; FIFTH:, to the payment of the outstanding principal amount of the Revolving Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “LOC Obligations); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Revolving Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; , (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Revolving Obligations held by such Lender bears to the aggregate then outstanding AdvancesRevolving Obligations) of amounts available to be applied pursuant to clauses “"THIRD", "FOURTH", "FIFTH" and "SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; " above and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” "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 Issuing Lender for any drawings under such Letters of Credit and (B) then, following the expiration or earlier cancellation of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH” "FIFTH" and “EIGHTH” "SIXTH" above in the manner provided in this Section 11.53.14(c).

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, all amounts collected or received by the Agent or any Lender on account of the Borrower's Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees owed to the 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 or otherwise with respect to the extent Borrower's Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Borrower's Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing LoansBorrower's Obligations; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Borrower's Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) 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 the proportion that the then outstanding Advances Loans held by such Lender bears to the aggregate then outstanding AdvancesLoans) of amounts available to be applied pursuant to clauses “"THIRD", "FOURTH", "FIFTH" and "SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” " above; and (iii) 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 (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” and “EIGHTH” 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 acceleration of the occurrence and during the continuance of an Event of DefaultCredit Party Obligations pursuant to Section 9.2, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent, in its capacity as such; THIRD, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest on the Loans; FOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations; FIFTH, 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing LoansLender; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans held by such Lender bears to the aggregate then outstanding AdvancesLoans) of amounts available to be applied pursuant to clauses “SIXTHTHIRD”, “SEVENTHFOURTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentAgreement; SECOND, to payment of any fees owed to the 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 this Agreement and the Other Documents or otherwise with respect to the extent Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest on account of arising under or pursuant to this Agreement or the Swing LoansOther Documents; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to constituting Advances (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Dollar Equivalent amount of Letters of Credit in accordance with Section 3.2(bCredit) hereof, and not repaid pursuant to clauses “FIRST” through “the payment of Priority Lender Hedging Obligations; SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations (including the payment of Second Priority Lender Hedging Obligations) and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTHTHIRD”, “SEVENTHFOURTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” above are attributable to the issued but undrawn Dollar Equivalent 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” 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 Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ fees) of the Agent Agents in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the AgentAgents; THIRD, to the payment of all reasonable and documented 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 extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest on account of the Swing Loans(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 Credit Party Obligations consisting of Swing Loans; SIXTH(including, to without limitation, (i) the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of the outstanding LOC Obligations and (ii) any outstanding Letters of Credit in accordance breakage, termination or other payments due under a Hedging Agreement with Section 3.2(b) hereof, a Hedging Agreement Provider and not repaid pursuant to clauses “FIRST” through “any interest accrued thereon); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to the Borrower or whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; , (ii) each of the Lenders Agents shall receive an amount equal to its pro rata share (so long as it is not a Defaulting Lenderbased upon the proportion of the amounts described therein held by each Agent) of amounts available to be applied pursuant to clauses “FIRST” and “SECOND” above, and (iii) each of the Lenders and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans and LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding AdvancesLoans, LOC Obligations and obligations payable under all Hedging Agreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses “SIXTHTHIRD”, “SEVENTHFOURTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) 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 (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” and “EIGHTH” 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, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees owed to the 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “LOC Obligations); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.the

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contraryCredit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees owed to the AgentAgent or the Issuing Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses expenses, (including including, without limitation, reasonable attorneys’ ' fees) of each of the Lenders to in connection with enforcing its rights under the extent owing to such Lender pursuant to the terms of this AgreementCredit Documents; FOURTH, to the payment of all of accrued fees and interest payable to the Obligations consisting of accrued interest on account of the Swing LoansLenders hereunder; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of the outstanding LOC Obligations, and, in the case of any outstanding Letters proceeds of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge LiabilitiesCollateral, to the extent not provided for above. NINTHoutstanding principal portion of any Hedging Obligations, pro rata, as set forth below; SIXTH, to all other Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ia) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (iib) 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 the proportion that the then outstanding Advances Loans, LOC Obligations and Hedging Obligations held by such Lender bears to the aggregate then outstanding AdvancesLoans, LOC Obligations and Hedging Obligations held by all of the Lenders) of amounts available to be applied pursuant to clauses “"THIRD", "FOURTH," "FIFTH," and "SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” " above; and (iiic) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.distribution

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, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Security Documents; SECOND, to payment of any fees owed to the Administrative 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of the outstanding LOC Obligations) and any outstanding Letters of Credit Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) (pro rata in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “all such amounts due); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding AdvancesLoans and LOC Obligations) of amounts available to be applied pursuant to clauses “"THIRD", "FOURTH", "FIFTH" and "SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” " above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” "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 Issuer 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 “SEVENTH” "FIFTH" and “EIGHTH” "SIXTH" above in the manner provided in this Section 11.52.13(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Loan Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunderdiscretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders Secured Parties under this Agreement and the Other other Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentAgreement; SECOND, to payment of any fees owed to the Agent; 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 on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “Credit); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall that have become due and payable under the Other Loan Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTHFOURTH”, “SEVENTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” 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 Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ feesfees of one outside counsel) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ feesfees 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 extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest on account of the Swing Loans(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 Credit Party Obligations consisting of Swing Loans; SIXTH(including, to without limitation, the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereofLOC Obligations, and not repaid pursuant including with respect to clauses “FIRST” through “any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; category and (ii) each of the Lenders and/or Hedging Agreement Providers shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans and LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding AdvancesLoans, LOC Obligations and obligations payable under all Hedging Agreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses “SIXTHTHIRD”, “SEVENTHFOURTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contraryCredit Agreement, after the occurrence exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 9.2 (or after the Commitments shall automatically terminate and during the continuance Loans (with accrued interest thereon) and all other amounts under the Credit Documents (including without limitation the maximum amount of an Event all contingent liabilities under Letters of DefaultCredit) shall automatically become due and payable in accordance with the terms of such Section), all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 reasonable attorneys’ feesAttorney Costs) of the Administrative Agent or any of the Lenders in connection with enforcing its rights and the rights of the Administrative Agent and the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Administrative Agent or any of the Lenders with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Section 3) owed to the Administrative Agent, the L/C Issuer or any Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each that portion of the Credit Party Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and including with respect to any Secured Swap Contract, any fees, premiums and scheduled periodic payments due under such Secured Swap Contract, ratably among the Lenders (and any Affiliate of a Lender party to the extent owing to such Lender pursuant to the terms of this Agreementa Secured Swap Contract) as set forth below; FOURTH, to the payment of all that portion of the Credit Party Obligations consisting of accrued interest on account constituting unpaid principal of the Swing Loans; FIFTH:, L/C Borrowings and any breakage, termination or other payments pursuant to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principalSecured Swap Contracts, and to Cash Collateralize the payment undrawn amounts of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(bCredit, ratably among the Lenders (and any Affiliate of a Lender party to a Secured Swap Contract) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTH” above; TENTH, to all Obligations owing to any Defaulting Lenderas set forth below; and ELEVENTHFIFTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ia) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (iib) each of the Lenders (and Affiliates of Lenders party to Secured Swap Contracts) shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans, L/C Obligations and net payment obligations under Secured Swap Contracts held by such Lender bears to the aggregate then outstanding AdvancesLoans, L/C Obligations and obligations under Secured Swap Contracts) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” aboveapplied; and (iiic) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” "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 as Cash Collateral and applied (Ai) first, to reimburse the L/C Issuer or, to the extent participated to the Lenders, the Lenders from time to time for any drawings under such Letters of Credit and (Bii) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH” and “EIGHTH” clause "FOURTH" above in the manner provided in this Section 11.59.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or (including without limitation any other amounts outstanding under on account of any of the Other Documents Cash Management Liabilities or Hedge Liabilities), or in respect of the Collateral may, at Agent’s discretion discretion, and shall, after acceleration at the direction of the Obligations hereunderRequired Lenders, be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ feesfees and expenses) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents Documents, and any protective advances made Out-of-Formula Loans and Protective Advances funded by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentAgreement; SECOND, to payment of any fees all fees, indemnities, expenses and other amounts owed to Agent (including reasonable attorneys’ fees and expenses) to the Agentextent 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 on account of the Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all of Obligations arising under this Agreement and the remaining Obligations Other Documents consisting of accrued fees and interestinterest (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 consisting (other than principal in respect of principalSwing Loans paid pursuant to clause FIFTH above) arising under this Agreement, and to the payment of Hedge Liabilities and including Cash Management Liabilities and Hedge Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or such Cash Management Liabilities against and Hedge Liabilities have been established by Agent) and the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof; EIGHTH, to all other Obligations arising under this Agreement, under the Other Documents or otherwise which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHSEVENTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHNINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders 124 shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances 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 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 the Agent in a as cash collateral account for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse the Issuer 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 “EIGHTHNINTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunderdiscretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentAgreement; SECOND, to payment of any fees owed to the Agent; 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 on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “Credit); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTHFOURTH”, “SEVENTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentAgreement; SECOND, to payment of any fees owed to the Agent; 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 on account fees and interest; FIFTH, to the payment of the outstanding principal amount of any Swing Loans; FIFTH:SIXTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge LiabilitiesCredit); SEVENTH, to the extent not provided for above. NINTHpayment of the Hedge Liabilities and Borrower’s liabilities with respect to Other Bank Products; EIGHT, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHSEVENTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHNINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, FOURTH,” “SEVENTH”, “EIGHTHFIFTH,” and SEVENTH above; (iii) PNC alone shall receive an amount equal to all outstanding Swing Loans of amounts to be applied pursuant to clause “NINTHFIFTH” above; and (iiiiv) to the extent that any amounts available for distribution pursuant to clause “SEVENTHSIXTH” 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 “SEVENTHSIXTH” and “EIGHTHSEVENTH” 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, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ fees) of the Administrative Agent or the Collateral Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Administrative Agent or the Collateral Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Security Documents; SECOND, to payment of any fees owed to the Administrative 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “LOC Obligations); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, 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, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding AdvancesLoans and LOC Obligations) of amounts available to be applied pursuant to clauses “SIXTHTHIRD”, “SEVENTHFOURTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” 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 Issuer 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” above in the manner provided in this Section 11.52.11(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contraryCredit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses expenses, (including including, without limitation, reasonable attorneys’ ' fees) of each of the Lenders to in connection with enforcing its rights under the extent owing to such Lender pursuant to the terms of this AgreementCredit Documents; FOURTH, to the payment of all of accrued fees and interest payable to the Obligations consisting of accrued interest on account of the Swing LoansLenders hereunder; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting Loans, and, with respect to unreimbursed drawings under Letters of Swing Loans; SIXTHCredit, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereofLOC Obligations pro rata, and not repaid pursuant to clauses “FIRST” through “as set forth below; SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ia) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (iib) 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 the proportion that the then outstanding Advances Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding AdvancesLoans and LOC Obligations) of amounts available to be applied pursuant to clauses “"THIRD", "FOURTH," "FIFTH," and "SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; " above and (iiic) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” "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 (Ax) first, to reimburse the Issuer Issuing Lender from time to time for any drawings under such Letters of Credit and (By) then, following the expiration of all Letters of Credit, to all other obligations Obligations of the types described in clauses “SEVENTH” "FIFTH" and “EIGHTH” "SIXTH" above in the manner provided in this Section 11.59.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, shall be paid over or delivered as followsfollows to the extent such order is permitted by applicable law: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including including, without limitation, reasonable attorneys’ ' fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including 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 extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest on account of the Swing Loans(including, without limitation, accrued fees and interest arising under any Secured Hedging Agreement); FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing LoansCredit Party Obligations, and including with respect to any Secured Hedging Agreement, any breakage, termination or other payments due under such Secured Hedging Agreement and any interest accrued thereon; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” 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, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ fees' fees actually incurred) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees' fees actually incurred) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “LOC Obligations); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Security Documents; SECOND, to payment of any fees owed to the Administrative 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “LOC Obligations); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunderdiscretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Document; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all 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 extent Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit); Amended & Restated Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “Agreement SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTHFOURTH”, “SEVENTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” 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 Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the Administrative 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest on account of the Swing Loans(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 Credit Party Obligations consisting of Swing Loans; SIXTH(including, to without limitation, the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereofLOC Obligations, and not repaid pursuant including with respect to clauses “FIRST” through “any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” 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, all amounts collected or received by the Administrative Agent, the Collateral Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Administrative Agent and the Collateral Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Administrative Agent or the Collateral Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent or the Collateral 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “LOC Obligations); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” 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, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees owed to the 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “LOC Obligations); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding AdvancesLoans and LOC Obligations) of amounts available to be applied pursuant to clauses “SIXTHTHIRD”, “SEVENTHFOURTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” 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 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” above in the manner provided in this Section 11.53.15(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after acceleration of the occurrence and during the continuance of an Event of DefaultCredit Party Obligations pursuant to Section 9.2, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 reasonable attorneys’ fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made CHAR1\1351553v8 63 by the Administrative Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees owed to the Administrative Agent, in its capacity as such; 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 Credit Party Obligations consisting of accrued fees and interest on account of the Swing Loans, LOC Obligations and obligations arising under Secured Hedging Agreements and Cash Management Agreements; FIFTH:FOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations consisting (including the payment or Cash Collateralization of Swing Loansthe outstanding LOC Obligations and obligations arising under Secured Hedging Agreements and Cash Management Agreements); SIXTHFIFTH, to the payment of all reasonable out‑of‑pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the remaining Obligations consisting of accrued fees and interest; SEVENTH, Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the payment of the Credit Party Obligations consisting of principal, and owing to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “such Lender; SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding AdvancesLoans and LOC Obligations) of amounts available to be applied pursuant to clauses “SIXTHTHIRD”, “SEVENTHFOURTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFOURTH” 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 Issuer Issuing Lender(s) 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 “SEVENTHFOURTH”, “FIFTH” and “EIGHTHSIXTH” above in the manner provided in this Section 11.5.3.15(b). Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b) Credit Party Obligations arising under Cash Management Agreements and Hedging Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may reasonably request, from the Cash Management Bank or the Secured Hedge Provider, as the case may be. Each Cash Management Bank or Secured Hedge Provider 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 Administrative Agent pursuant to the terms of Section 10 hereof for itself and its Affiliates as if a “Lender” party hereto. CHAR1\1351553v8 64

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to or the contraryNew Credit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees owed to the Agent in its capacity as an Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses expenses, (including including, without limitation, reasonable attorneys’ ' fees) of each of the Lenders to in connection with enforcing its rights under the extent owing to such Lender pursuant to the terms of this AgreementCredit Documents; FOURTH, to the payment of all of accrued fees and interest payable to the Obligations consisting of accrued interest on account of Lenders hereunder and under the Swing LoansNew Credit Agreement; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans, and to any principal amounts outstanding under Hedging Agreements, pro rata, as set forth below; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ia) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; category and (iib) 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 the proportion that the then outstanding Advances Loans, and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding AdvancesLoans, and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses “"THIRD", "FOURTH," "FIFTH," and "SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” " above; and (iii) 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 (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” and “EIGHTH” 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, all amounts collected or received by the Agent Administrative Agents or any Lender on account of the Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Agent Agents in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the Administrative Agent's Fees then due and payable; 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 or otherwise with respect to the extent Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all accrued interest and Fees on or in respect of the Obligations consisting of accrued interest on account of the Swing LoansObligations; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting (including the payment of Swing Loansall LOC Obligations then reimbursable by the Borrower pursuant to Section 2.6(c), but excluding any LOC Obligations attributable to issued but undrawn Letters of Credit, and the payment of all matured and unpaid BA Obligations) and to the payment of any principal amounts outstanding under Hedging Agreements relating to the Obligations to the extent permitted hereunder; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding all LOC Obligations and BA Obligations attributable to issued but undrawn Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTHBankers' Acceptances; SEVENTH, to all other Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "SIXTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHEIGHTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) 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 the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.Lenders

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the Administrative 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest on account (including, without limitation, accrued fees and interest arising under any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of the Swing Loansa Lender); FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting (including, without limitation, the outstanding principal amount arising under any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of Swing Loansa Lender, to the extent such Hedging Agreement is permitted by Section 7.1(e)); SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; category and (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.to

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Security Documents; SECOND, to payment of any fees owed to the Administrative 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest on account of the Swing Loansand including with respect to any Secured Hedging Agreement any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTHincluding, to without limitation, the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of the outstanding LOC Obligations and payment of the outstanding principal amount arising under any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge LiabilitiesSecured Hedging Agreement, to the extent not provided for above. NINTHsuch Secured Hedging Agreement is permitted by Section 7.1(e), any breakage, termination or other payments due under such Secured Hedging Agreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; 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, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.and

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the Administrative 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued interest on account of the Swing Loansfees and interest; 26 -111- FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing LoansCredit Party Obligations; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) 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 the proportion that the then outstanding Advances Loans held by such Lender bears to the aggregate then outstanding AdvancesLoans) of amounts available to be applied pursuant to clauses “"THIRD", "FOURTH", "FIFTH" and "SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” " above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this . Section 11.5.2.10

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contraryCredit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the an Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Agent Agents or any of the Lenders in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Agent Agents or any of the Lenders with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees owed to an Agent, the AgentIssuing Lender or any Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of accrued interest payable to the Lenders to hereunder and all other obligations which shall have become due and payable under the extent owing to such Lender Credit Documents and not repaid pursuant to the terms of this Agreementclauses "FIRST" and "SECOND" above; FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting Loans and unreimbursed drawings under Letters of Swing Loans; SIXTHCredit, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereofLOC Obligations, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTHpro rata as set forth below; FIFTH, to payment or cash collateralization of Cash Management Liabilities any principal amounts outstanding under Hedging Agreements between a Credit Party and Hedge Liabilitiesa Lender, to the extent not provided for above. NINTHpro rata, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTH” above; TENTH, to all Obligations owing to any Defaulting Lenderas set forth below; and ELEVENTHSIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ia) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (iib) 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 the proportion that the then outstanding Advances Loans, LOC Obligations and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding AdvancesLoans, LOC Obligations and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” aboveapplied; and (iiic) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” "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 (Ax) first, to reimburse the Issuer Issuing Lender from time to time for any drawings under such Letters of Credit and (By) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH” "FOURTH," and “EIGHTH” "FIFTH" above in the manner provided in this Section 11.5.9.3. -81- 88

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, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of the Agent in connection with enforcing its rights, for the benefit of itself and the benefit of each of the Lenders to Lenders, under the extent owing to such Lender Credit Documents (without duplication of any amounts satisfied pursuant to the terms of this Agreementclause "FIRST" above); FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting (including the payment or cash collateralization of Swing Loansthe outstanding LOC Obligations); SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) of each of the remaining Obligations consisting of accrued fees and interestLenders in connection with enforcing its rights under the Credit Documents; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "SIXTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHEIGHTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contraryCredit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the AgentAgent (including those for the pro rata benefit of the Lenders) or the Issuing Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses expenses, (including including, without limitation, reasonable attorneys’ ' fees) of each of the Lenders to in connection with enforcing its rights under the extent owing to such Lender pursuant to the terms of this AgreementCredit Documents; FOURTH, to the payment of all of other accrued fees and interest payable to the Obligations consisting of accrued interest on account of the Swing LoansLenders hereunder; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, Revolving Loans and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereofLOC Obligations pro rata, and not repaid pursuant to clauses “FIRST” through “as set forth below; SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ia) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (iib) 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 the proportion that the then outstanding Advances Revolving Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding AdvancesRevolving Loans and LOC Obligations) of amounts available to be applied pursuant to clauses “"THIRD", "FOURTH," "FIFTH," and "SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” " above; and (iiic) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” "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 account, invested in cash equivalents and applied applied, together with interest or other returns thereon, (Ax) first, to reimburse the Issuer Issuing Lender from time to time for any drawings under such Letters of Credit and (By) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “"FIFTH" and "SIXTH" above, with any surplus being distributed pursuant to clause "SEVENTH” and “EIGHTH” above " above, in the manner provided in this Section 11.53.8.

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Security Documents; SECOND, to payment of any fees owed to the Administrative 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest on account and including with respect to any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to the Swing Loansextent such Hedging Agreement is permitted by Section 6.1(e), any fees, premiums and scheduled periodic payments due under such Hedging Agreement and any interest accrued thereon; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTHCredit Party Obligations, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of the outstanding LOC Obligations and including with respect to any outstanding Letters Hedging Agreement between any Credit Party and any Lender, or any Affiliate of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilitiesa Lender, to the extent not provided for above. NINTHsuch Hedging Agreement is permitted by Section 6.1(e), any breakage, termination or other payments due under such Hedging Agreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” 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 Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the Administrative 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest on account of the Swing Loans(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 Credit Party Obligations consisting of Swing Loans(including with respect to any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon); SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; category and (ii) each of the Lenders and/or Hedging Agreement Providers shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Term Loans held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding AdvancesTerm Loans and obligations payable under all Hedging Agreements with a Hedging Agreement Provider) of amounts available to be applied pursuant to clauses “SIXTHTHIRD”, “SEVENTHFOURTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or (including without limitation any other amounts outstanding under on account of any of the Commodity Hedge Liabilities, Hedge Liabilities and any Other Documents Lender Provided Financial Service Product Liabilities), or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, shall be paid over or delivered as follows: FIRST, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Agent in its capacity as such, the Issuer in its capacity as such and PNC in its capacity as a lender of Swing Loans, ratably among the Agent, the Issuer and PNC (as the lender of Swing Loans) in proportion to the respective amounts described in this clause First payable to them; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) that portion of the Agent in connection with enforcing its rights Obligations constituting fees, indemnities and the rights of other amounts (other than principal and interest) payable to the Lenders under this Agreement and the Other Documents and any protective advances made by Documents, including attorney fees, ratably among the Agent with respect Lenders in proportion to the Collateral under or pursuant respective amounts described in this clause Second payable to the terms of this Document; SECOND, to payment of any fees owed to the Agentthem; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each that portion of the Obligations constituting accrued and unpaid interest on the Loans (other than the Term Loan) and Reimbursement Obligations, ratably among the Lenders in proportion to the extent owing respective amounts described in this clause Third payable to such Lender pursuant to the terms of this Agreementthem; FOURTH, to the payment of all that portion of the Obligations consisting constituting unpaid principal of accrued interest on the Loans (other than the Term Loan) and Reimbursement Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth payable to them and payment to the Agent for the account of the Swing LoansIssuer, to cash collateralize any undrawn amounts under outstanding Letters of Credit; FIFTH:, to the payment of the outstanding principal amount that portion of the Obligations consisting of Swing Loansconstituting accrued and unpaid interest on the Term Loan, among the applicable Lenders ratably based on each such Lender’s Term Loan Commitment Percentage in proportion to the respective amounts described in this clause Fifth payable to them; SIXTH, to the payment of all that portion of the remaining Obligations consisting constituting unpaid principal of accrued fees and interestthe Term Loan, among the applicable Lenders ratably based on each such Lender’s Term Loan Commitment Percentage in proportion to the respective amounts described in this clause Sixth payable to them; SEVENTH, to the payment of the Obligations consisting of principalobligations then owing under Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, Lender Provided Commodity Xxxxxx, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuer, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, Lender Provided Commodity Xxxxxx, and Other Lender Provided Financial Service Products, in proportion to the payment of Hedge Liabilities and Cash Management Liabilities (respective amounts described in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTH” above; TENTH, to all Obligations owing to any Defaulting Lenderthis clause Fifth held by them; and ELEVENTHLAST, to the payment of the surplusbalance, if any, to whoever may be lawfully entitled to receive such surplusthe Loan Parties or as required by Law. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Advances, Commodity Hedge Liabilities, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities held by such Lender bears to the aggregate then outstanding Advances, Commodity Hedge Liabilities, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” abovethis Section 11.5; 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 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 possible appropriate adjustments shall be held by made with respect to payments and/or the Agent in a cash collateral account and applied (A) first, proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to reimburse such Swap Obligations to preserve the Issuer from time allocation 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” and “EIGHTH” Obligations otherwise set forth above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contraryCredit Agreement, after the occurrence and during the continuance continuation of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 the reasonable attorneys’ feesfees and expenses of legal counsel) of the Agent Administrative Agent, the L/C Issuers or any of the Lenders in connection with enforcing its rights and the rights of the Administrative Agent, the L/C Issuers and the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect Credit Documents, ratably among them in proportion to the Collateral under or pursuant amounts described in this clause "FIRST" payable to the terms of this Documentthem; SECOND, to payment of any fees owed to the Administrative Agent, the L/C Issuers or any Lender, ratably among them in proportion to the amounts described in this clause "SECOND" payable to them; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders accrued interest payable to the extent owing to such Lender pursuant Lenders, and the L/C Issuers hereunder, ratably among them in proportion to the terms of amounts described in this Agreementclause "THIRD" payable to them; FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Revolving Loans and L/C Obligations, ratably 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 consisting comprised of Swing Loansthe aggregate undrawn amount of Letters of Credit; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Borrower Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, ratably among the holders of such Borrower Obligations in proportion to all Obligations owing the amounts described in this clause "SIXTH" payable to any Defaulting Lenderthem; and ELEVENTHSEVENTH, to 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, (i) amounts received aggregate undrawn amount of Letters of Credit pursuant to clause "FIFTH" above shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (A) first, to reimburse the Issuer from time to time for any satisfy drawings under such Letters of Credit and (B) then, following the expiration of as they occur. If any amount remains on deposit as cash collateral after all Letters of CreditCredit have either been fully drawn or expired, such remaining amount shall be applied to all the other obligations of the types described in clauses “SEVENTH” and “EIGHTH” above Borrower Obligations, if any, in the manner provided in this Section 11.5order set forth above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contraryCredit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the an Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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, reasonable attorneys’ ' fees) of the Agent Agents in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Agent Agents with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees owed to an Agent or the AgentIssuing Lender; THIRD, to the payment of all reasonable out-of-pocket costs and expenses expenses, (including including, without limitation, reasonable attorneys’ ' fees) of each of the Lenders to in connection with enforcing its rights under the extent owing to such Lender pursuant to the terms of this AgreementCredit Documents; FOURTH, to the payment of all of accrued fees and interest payable to the Obligations consisting of accrued interest on account of the Swing LoansLenders hereunder; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting Loans and unreimbursed drawings under Letters of Swing Loans; SIXTHCredit, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of the outstanding LOC Obligations and to any principal amounts outstanding Letters of Credit in accordance with Section 3.2(b) hereofunder Hedging Agreements, and not repaid pursuant to clauses “FIRST” through “pro rata, as set forth below; SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ia) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (iib) 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 the proportion that the then outstanding Advances Loans, LOC Obligations and obligations under Hedging Agreements held by such Lender bears to the aggregate then outstanding AdvancesLoans, LOC Obligations and obligations under Hedging Agreements) of amounts available to be applied pursuant to clauses “"THIRD", "FOURTH," "FIFTH," and "SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” " above; and (iiic) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” "FIFTH" 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 (Ax) first, to reimburse the Issuer Issuing Lender from time to time for any drawings under such Letters of Credit and (By) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH” "FIFTH" and “EIGHTH” "SIXTH" above in the manner provided in this Section 11.59.3.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent Agents in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of this DocumentAgreement; SECOND, to payment of any fees owed to the Administrative Agent; 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 on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “Credit); SIXTH” above. EIGHTH, to the payment or cash collateralization of Cash Management Liabilities any Obligations and Hedge Liabilitiesany interest accrued thereon, due under any Lender-Provided Interest Rate Hedge, to the extent not provided for above. NINTHsuch Lender-Provided Interest Rate Hedge; SEVENTH, to the payment of all UPS Affiliate Obligations; EIGHTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHSEVENTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHNINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTHFOURTH”, “SEVENTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” 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 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations (including without limitation any amounts on account of any Hedge Liabilities or Cash Management Liabilities), or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunderdiscretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentAgreement; SECOND, to payment of any fees owed to the Agent; 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 on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH(including Hedge Liabilities, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to and the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “Credit); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances 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 pursuant to clauses “SIXTHFOURTH”, “SEVENTH”, “EIGHTHFIFTH” and “NINTHSIXTH” 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 Loan Parties 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 (iiiiv) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” above in the manner provided in this Section 11.5. Monies and proceeds obtained from a Loan Party shall not be applied to its Excluded Hedge Liabilities, but appropriate adjustments shall be made with respect to amounts obtained from other Loan Parties to preserve the allocations specified above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunderdiscretion, be paid over or delivered as follows: FIRST, to reimburse all unreimbursed drawings on all Letters of Credit; SECOND, to the repayment of all payments made by Lender under any of the Guaranties; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders Lender under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Document; SECONDFOURTH, to the payment of any fees owed to the Agent; THIRDFIFTH, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of Lender in connection with enforcing its rights under this Agreement and the Lenders Other Documents or otherwise with respect to the extent Obligations owing to such Lender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing LoansLender; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting outstanding principal amount of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. Obligations; EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHSEVENTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTH;. NINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) 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 the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (A) first, to reimburse the Issuer Agent 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” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunderPermitted Discretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentAgreement; SECOND, to payment of any fees owed to the Agent; 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 on account fees and interest, including the payment of the Swing Loansall Hedge Liabilities; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “Credit); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by Obligations owed to such Lender bears to the aggregate then outstanding AdvancesObligations) of amounts available to be applied pursuant to clauses “SIXTH”, FOURTH,” “SEVENTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” above in the manner provided in this Section 11.5.. 77

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunderdiscretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Document; SECOND, to payment of any fees owed to the 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 this Agreement and the Other Documents or otherwise with respect to the extent Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “Credit); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTHFOURTH”, “SEVENTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” 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 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” 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, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations; FIFTH, 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing LoansLender; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; category and (ii) 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 the proportion that the then outstanding Advances Loans held by such Lender bears to the aggregate then outstanding AdvancesLoans) of amounts available to be applied pursuant to clauses “SIXTHTHIRD”, “SEVENTHFOURTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence exercise of remedies by the Administrative Agent or the Lenders pursuant to Section 7.2 (or after the Commitments shall automatically terminate and during the continuance Loans (with accrued interest thereon) and all other amounts under the Credit Documents (including without limitation the maximum amount of an Event all contingent liabilities under Letters of DefaultCredit) shall automatically become due and payable in accordance with the terms of such Section), all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable 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 extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest, and including with respect to any Secured Hedging Agreement, any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest on account of the Swing Loansaccrued thereon; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to and the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereofLOC Obligations, and not repaid pursuant including with respect to clauses “FIRST” through “any Secured Hedging Agreement, any breakage, termination or other payments due under such Secured Hedging Agreement and any interest accrued thereon; SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “”FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans, LOC Obligations and obligations outstanding under the Hedge Agreements (if any) permitted by Section 6.1(e) held by such Lender (and its Affiliates in the case of Hedge Agreement obligations) bears to the aggregate then outstanding AdvancesLoans, LOC Obligations and obligations outstanding under the Hedge Agreements between any Credit Party and any Lender or any Affiliate of a Lender that are permitted by Section 6.1(e)) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTHFOURTH” and “NINTHFIFTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” 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 Issuer 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” above in the manner provided in this Section 11.52.12(b). Notwithstanding the foregoing terms of this Section 2.12, only Collateral proceeds and payments under the Guaranty (as opposed to ordinary course principal, interest and fee payments hereunder) shall be applied to obligations under any Secured Hedging Agreement.

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, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); FIFTH, 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing LoansLender; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding AdvancesLoans and LOC Obligations) of amounts available to be applied pursuant to clauses “SIXTHTHIRD”, “SEVENTHFOURTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFOURTH” 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 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 “SEVENTHFOURTH”, “FIFTH” and “EIGHTHSIXTH” above in the manner provided in this Section 11.53.15(b).

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, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations Loan or the Revolving Loans or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, Revolving Credit Documents shall be paid over or delivered on a pro rata basis, between the Lenders hereunder and the Revolving Lenders (such pro rata allocation to be accomplished by commercially reasonable means including, without limitation, the purchase of participations by the Lenders of the Revolving Loans as may be necessary), for distribution as follows: FIRST, to the payment of all reasonable reasonable, documented out-of-pocket costs and expenses (including without limitation reasonable attorneys’ ' fees) of (i) the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement the Credit Documents, and (ii) the Other Documents and any protective advances made by Revolving Administrative Agent in connection with enforcing the Agent with respect to rights of the Collateral Revolving Lenders under or pursuant to the terms of this DocumentRevolving Credit Documents; SECOND, to payment of any fees owed to (i) the AgentAdministrative Agent pursuant to the terms of the Credit Documents and (ii) the Revolving Administrative Agent pursuant to the terms of the Revolving Credit Documents; THIRD, to the payment of all reasonable reasonable, documented, out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ ' fees) of (i) each of the Lenders in connection with enforcing its rights under the Credit Documents with respect to the extent Loan owing to such Lender pursuant and (ii) each of the Revolving Lenders in connection with enforcing its rights under the Revolving Credit Documents with respect to the terms of this AgreementRevolving Loans owing to such Revolving Lender; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting Loan and the Revolving Loans, and including with respect to any Hedging Agreement between the Borrower and any Lender or Revolving Lender, or any Affiliate of a Lender or a Revolving Lender, any fees, premiums, and scheduled periodic payments due under such Hedging Agreement and any interest accrued interest on account of the Swing Loansthereon; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting Borrower's obligations under the Credit Documents and the Revolving Credit Documents, and including with respect to any Hedging Agreement between the Borrower and any Lender or Revolving Lender, or any Affiliate of Swing Loansa Lender or Revolving Lender, any breakage, termination, or other payments due under such Hedging Agreements and any interest accrued thereon; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which that shall have become due and payable under the Other Credit Documents or the Revolving Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loan held by such Lender bears to the aggregate then outstanding AdvancesLoans) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” "FOURTH" and “NINTH” "FIFTH" above; and (iii) each of the Revolving Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Revolving Loans held by such Revolving Lender bears to the extent that any aggregate the outstanding Revolving Loans) of amounts available for distribution to be applied 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 clauses "FOURTH" 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” and “EIGHTH” above in the manner provided in this Section 11.5"FIFTH" above.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contraryAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under with respect to any of the Other Documents Obligations or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, shall be paid over or delivered to make the following payments (as follows: the same become due at maturity, by acceleration or otherwise) (it being understood that amounts collected or received with respect to Obligations and Collateral shall be applied in the following manner but first to satisfy all Obligations (other than obligations under the Guaranty Agreements) in full and then to satisfy the Obligations under the Guaranty Agreements): FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Security Documents; SECOND, to payment of any fees owed to the AgentAdministrative Agent hereunder or under any other Credit Document; THIRD, to the payment of all reasonable out-of-pocket costs and expenses expenses, (including including, without limitation, reasonable attorneys’ fees) of each of the Lenders to in connection with enforcing its rights under the extent owing to such Lender pursuant to the terms of this AgreementCredit Documents; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest on account of payable to the Swing LoansLenders hereunder, and including with respect to any Interest Rate Protection Agreement, to the extent such Interest Rate Protection Agreement is permitted by this Agreement, any fees, premiums and scheduled periodic payments due under such Interest Rate Protection Agreement and any interest accrued thereon; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans, pro rata, as set forth below and including with respect to any Interest Rate Protection Agreement, to the extent such Interest Rate Protection Agreement is permitted by this Agreement, any breakage, termination or other payments due under such Interest Rate Protection Agreement and any interest accrued thereon; SIXTH, to all other Obligations which shall have become due and payable under the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, Documents and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (ia) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (iib) 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 the proportion that the its then outstanding Advances held Term Loans, and obligations outstanding under the Interest Rate Protection Agreements and other Lender Hedging Agreements (if any) permitted by such Lender this Agreement bears to the aggregate then outstanding AdvancesTerm Loans, and obligations outstanding under the Interest Rate Protection Agreements and any other Lender Hedging Agreements permitted by this Agreement) of amounts available to be applied pursuant to clauses “SIXTHTHIRD”, “SEVENTH”, FOURTH,” “EIGHTHFIFTH,” and “NINTHSIXTH” above; and (iii) 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 (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” and “EIGHTH” 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 Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees owed to the Administrative 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest on account of the Swing Loans(including, without limitation, accrued fees and interest arising under any Secured Hedging Agreement); FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing LoansCredit Party Obligations, and including with respect to any Secured Hedging Agreement, any breakage, termination or other payments due under such Secured Hedging Agreement and any interest accrued thereon; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders and Hedging Agreement Providers shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans and LOC Obligations held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding AdvancesLoans, LOC Obligations and obligations payable under all Secured Hedging Agreements) of amounts available to be applied pursuant to clauses “SIXTH”THIRD”, “SEVENTHFOURTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” 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 Issuer 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” above in the manner provided in this Section 11.52.12(b). Notwithstanding the foregoing terms of this Section 2.11, only Collateral proceeds and payments under the Guaranty with respect to Secured Hedging Agreements shall be applied to obligations under any Secured Hedging Agreement.

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 DefaultDefault and upon the exercise of remedies in accordance with Section 9.2, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration Obligations (or other amounts owing under the Credit Documents or other documentation in respect of the Obligations hereunder, 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 attorneys’ fees) of the Administrative Agent in connection with enforcing its the rights and the rights remedies of the Lenders Banks under this Agreement and the Other Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Documentthereto; SECOND, to payment of any fees owed to the AgentAdministrative Agent in its capacity as such under 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 Banks hereunder in connection with enforcing its rights under the Credit Documents or otherwise with respect to the extent Obligations owing to such Lender pursuant to the terms of this AgreementBank; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of accrued interest on account of the Swing LoansObligations; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to hereunder (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of the outstanding LOC Obligations), all Obligations under any outstanding Letters Swap Contract between any Credit Party or any Subsidiary and any Bank or Affiliate of Credit in accordance with a Bank that is permitted to be incurred pursuant to Section 3.2(b) hereof8.1(g), and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTHall Obligations under any Treasury Management Agreement between any Credit Party or any Subsidiary and any Bank or Affiliate of a Bank, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, in each case ratably among the respective parties in proportion to the extent not provided for above. NINTHrespective amounts described in this clause “FIFTH” held by them; SIXTH, to all other Obligations hereunder and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5Borrower Representative.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or (including without limitation any other amounts outstanding under on account of any of the Other Documents Cash Management Liabilities (including JPM European Treasury Management Obligations) or Hedge Liabilities), or in respect of the Collateral mayshall be paid, at Agent’s discretion and shall, after acceleration subject to the terms of the Obligations hereunderIntercreditor Agreement, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents arising from, related to or connected with the US-Canada Advances and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentAgreement (other than with respect to those arising from or connected with any Cash Management Liabilities and/or Hedge Liabilities); SECOND, to payment of any fees owed to the Agent; 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 on account of the US-Canada Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of US-Canada Swing Loans; SIXTH, to the payment of all of Obligations arising under this Agreement and the remaining Obligations Other Documents consisting of accrued fees and interestinterest (other than interest in respect of US-Canada Swing Loans paid pursuant to clause FOURTH above); SEVENTH, to the payment of the outstanding principal amount of the Obligations consisting (other than principal in respect of principal, US-Canada Swing Loans paid pursuant to clause FIFTH above and to the payment of Hedge Liabilities and other than Cash Management Liabilities (in each case, only to and Hedge Liabilities) and including the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding US-Canada Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. ; EIGHTH, to payment or cash collateralization of any Cash Management Liabilities and (including any JPM European Treasury Management Obligations) and/or Hedge Liabilities, to the extent not provided for above. ; NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTH” above”; TENTH, to all Obligations owing to any Defaulting Lender; 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, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding US-Canada Advances held by such Lender bears to the aggregate then outstanding US-Canada Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above and, with respect to clause “EIGHTH” above, an amount equal to its pro rata share (based on the proportion that the then outstanding Cash Management Liabilities and Hedge Liabilities arising from, related to or connection with US-Canada Advances held by such Lender bears to the aggregate then outstanding Cash Management Liabilities and Hedge Liabilities arising from, related to or connection with US-Canada Advances); (iii) notwithstanding anything to the contrary in this Section 11.1, 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 (iiiiv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding US-Canada Letters of Credit, such amounts shall be held by the Agent in a as cash collateral account for the US-Canada Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse the Issuer from time to time for any drawings under such US-Canada Letters of Credit 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 “EIGHTHNINTH” 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, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees owed to the 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 to the extent owing to such Lender payable pursuant to the terms of this Agreementthe Credit Documents in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “LOC Obligations); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” 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, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect Credit Documents, except to the Collateral under extent any such costs arise out of or pursuant relate to disputes solely between or among the terms of this DocumentAdministrative Lender and/or the Lenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented 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 Obligations owing to such Lender, except to the extent owing any such costs arise out of or relate to such disputes solely between or among the Administrative Lender pursuant to and/or the terms of this AgreementLenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of accrued interest on account of the Swing LoansObligations; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing LoansObligations; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) 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 the proportion that the then outstanding Advances Obligations held by such Lender bears to the aggregate then outstanding AdvancesObligations) of amounts available to be applied pursuant to clauses “"THIRD", "FOURTH", "FIFTH" and "SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” " above; and (iii) 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 (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” and “EIGHTH” 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, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees owed to the 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of LOC Obligations but excluding Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, Party Obligations to the extent not provided for above. NINTHthey consist of Obligations under Hedging Agreements); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTHSEVENTH, to all Credit Party Obligations owing to any Defaulting Lenderconsisting of Obligations under Hedging Agreements; and ELEVENTHEIGHTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding AdvancesLoans and LOC Obligations) of amounts available to be applied pursuant to clauses “"THIRD", "FOURTH", "FIFTH" and "SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” " above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” "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 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 “SEVENTH” "FIFTH" and “EIGHTH” "SIXTH" above in the manner provided in this Section 11.53.15(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or (including without limitation any other amounts outstanding under on account of any of the Commodity Hedge Liabilities, Hedge Liabilities and any Other Documents Lender Provided Financial Service Product Liabilities), or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, shall be paid over or delivered as follows: FIRST, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Agent in its capacity as such, the Issuer in its capacity as such and PNC in its capacity as a lender of Swing Loans, ratably among the Agent, the Issuer and PNC (as the lender of Swing Loans) in proportion to the respective amounts described in this clause First payable to them; SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) that portion of the Agent in connection with enforcing its rights Obligations constituting fees, indemnities and the rights of other amounts (other than principal and interest) payable to the Lenders under this Agreement and the Other Documents and any protective advances made by Documents, including attorney fees, ratably among the Agent with respect Lenders in proportion to the Collateral under or pursuant respective amounts described in this clause Second payable to the terms of this Document; SECOND, to payment of any fees owed to the Agentthem; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each that portion of the Obligations constituting accrued and unpaid interest on the Loans (other than the Term Loan or the Delayed Draw Term Loan) and Reimbursement Obligations, ratably among the Lenders in proportion to the extent owing respective amounts described in this clause Third payable to such Lender pursuant to the terms of this Agreementthem; 124 222233776 FOURTH, to the payment of all that portion of the Obligations consisting constituting unpaid principal of accrued interest on the Loans (other than the Term Loan or the Delayed Draw Term Loan) and Reimbursement Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth payable to them and payment to the Agent for the account of the Swing LoansIssuer, to cash collateralize any undrawn amounts under outstanding Letters of Credit; FIFTH:, to the payment of the outstanding principal amount that portion of the Obligations consisting of Swing Loansconstituting accrued and unpaid interest on the Term Loan and the Delayed Draw Term Loan, among the applicable Lenders ratably based on each such Lender's Term Loan Commitment Percentage and Delayed Draw Term Loan Commitment Percentage in proportion to the respective amounts described in this clause Fifth payable to them; SIXTH, to the payment of all that portion of the remaining Obligations consisting constituting unpaid principal of accrued fees the Term Loan and interestthe Delayed Draw Term Loan, among the applicable Lenders ratably based on each such Lender's Term Loan Commitment Percentage and Delayed Draw Term Loan Commitment Percentage in proportion to the respective amounts described in this clause Sixth payable to them; SEVENTH, to the payment of the Obligations consisting of principalobligations then owing under Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, Lender Provided Commodity Xxxxxx, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuer, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, Lender Provided Commodity Xxxxxx, and Other Lender Provided Financial Service Products, in proportion to the payment of Hedge Liabilities and Cash Management Liabilities (respective amounts described in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTH” above; TENTH, to all Obligations owing to any Defaulting Lenderthis clause Seventh held by them; and ELEVENTHLAST, to the payment of the surplusbalance, if any, to whoever may be lawfully entitled to receive such surplusthe Loan Parties or as required by Law. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Advances, Commodity Hedge Liabilities, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities held by such Lender bears to the aggregate then outstanding Advances, Commodity Hedge Liabilities, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” abovethis Section 11.5; 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 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 possible appropriate adjustments shall be held by made with respect to payments and/or the Agent in a cash collateral account and applied (A) first, proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to reimburse such Swap Obligations to preserve the Issuer from time allocation 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” and “EIGHTH” Obligations otherwise set forth above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or (including without limitation any other amounts outstanding under on account of any of the Other Documents Cash Management Liabilities or Hedge Liabilities), or in respect of the Collateral may, at Agent’s discretion discretion, and shall, after acceleration at the direction of the Obligations hereunderRequired Lenders, be paid over or delivered as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents Documents, and any protective advances made Out-of-Formula Loans and Protective Advances funded by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentAgreement; SECOND, to payment of any fees owed to the Agent; 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 on account of the Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all of Obligations arising under this Agreement and the remaining Obligations Other Documents consisting of accrued fees and interestinterest (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 consisting (other than principal in respect of principalSwing Loans paid pursuant to clause FIFTH above) arising under this Agreement, and to the payment of Hedge Liabilities and including Cash Management Liabilities and Hedge Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or such Cash Management Liabilities against and Hedge Liabilities have been established by Agent) and the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof; EIGHTH, to all other Obligations arising under this Agreement, under the Other Documents or otherwise which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHSEVENTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHNINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances 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 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 the Agent in a as cash collateral account for the Letters of Credit pursuant to Section 3.2(b) hereof and applied (A) first, to reimburse the Issuer 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 “EIGHTHNINTH” 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 Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees owed to the Administrative 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest on account of the Swing Loansincluding with respect to any Secured Hedging Agreement any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to and the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of the outstanding LOC Obligations (including, without limitation, any outstanding Letters breakage, termination or other payments due under such Hedging Agreements and any interest accrued thereon, arising under any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilitiesa Lender, to the extent not provided for above. NINTHsuch Hedging Agreement is permitted by Section 6.1(e)); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunderdiscretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentAgreement; SECOND, to payment of any fees owed to the Agent; 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 on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereofCredit), to breakage, termination or other payments, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTHany interest accrued thereon, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilitiesdue under any Lender-Provided Interest Rate Hedge, to the extent not provided for above. NINTHsuch Lender-Provided Interest Rate Hedge is permitted by Section 7.8, and to amounts due under any Cash Management Products; SIXTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTHFOURTH”, “SEVENTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” 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, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Security Documents; SECOND, to payment of any fees owed to the Administrative 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “LOC Obligations); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding AdvancesLoans and LOC Obligations) of amounts available to be applied pursuant to clauses “"THIRD", "FOURTH", "FIFTH" and "SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” " above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” "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 Issuer 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 “SEVENTH” "FIFTH" and “EIGHTH” "SIXTH" above in the manner provided in this Section 11.52.13(b).

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, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Pledged Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “LOC Obligations); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, 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, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Revolving Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding AdvancesRevolving Loans and LOC Obligations) of amounts available to be applied pursuant to clauses “SIXTH‘THIRD”, “SEVENTHFOURTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” 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 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” above in the manner provided in this Section 11.53.15(b).

Allocation of Payments After Event of Default. Notwithstanding any other provisions provision of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected 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 Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the Administrative 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest on account of the Swing Loans(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 Credit Party Obligations consisting of Swing Loans; SIXTH(including, to without limitation, the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereofLOC Obligations, and not repaid pursuant including with respect to clauses “FIRST” through “any Hedging Agreement with a Hedging Agreement Provider, any breakage, termination or other payments due under such Hedging Agreement with a Hedging Agreement Provider and any interest accrued thereon; SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” 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, all amounts collected or received by the Administrative Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ fees' fees or external counsel) of incurred by the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs accrued interest and expenses (including reasonable attorneys’ fees) of each fees on or in respect of the Lenders to the extent owing to such Lender pursuant to the terms of this AgreementObligations; FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTHLOC Obligations); FIFTH, to all other Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FOURTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) 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 the proportion that the then outstanding Advances Obligations held by such Lender bears to the aggregate then outstanding AdvancesObligations) of amounts available to be applied pursuant to clauses “SIXTH”"THIRD", “SEVENTH”, “EIGHTH” "FOURTH" and “NINTH” "FIFTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” "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 (A) first, to reimburse the Issuer from time to time 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 “SEVENTH” "FOURTH" and “EIGHTH” "FIFTH" above in the manner provided in this Section 11.53.14(b).

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, subject to clause (c) of this Section 3.18, all amounts collected or received by the Administrative Agent or any Lender Party on account of the Credit Party Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders Lender Parties under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the 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 Lender Parties in connection with enforcing its rights under the Credit Documents or otherwise with respect to the extent Credit Party Obligations owing to each such Lender pursuant Party; THIRD, to payment of any fees owed solely to the terms of this AgreementAdministrative Agent for its own account; FOURTH, to the extent such collected amount is Included Asset Pool Proceeds or proceeds derived from the assignment of any Hedge Agreement entered into in connection with any Revolving Loan then to the payment of all (1) the outstanding accrued fees and interest due in connection with the Swingline Loans, (2) the outstanding principal due in connection with the Swingline Loans, (3) the outstanding accrued fees and interest due in connection with the Revolving Loans and LOC Obligations until such amounts are paid in full, (4) the outstanding principal due in connection with the Revolving Loans and LOC Obligations (in inverse order of maturity) until such amounts are paid in full (including the payment or cash collateralization of the Obligations consisting of outstanding LOC Obligations), (5) the outstanding accrued interest on account due in connection with the Bridge Loans until such amount is paid in full and (6) the outstanding principal due in connection with the Bridge Loans (in inverse order of the Swing Loansmaturity) until such amounts are paid in full; FIFTH:, to the extent such collected amount is not disbursed pursuant to the above, to the payment of (1) the outstanding accrued fees and interest due in connection with all Credit Party Obligations until such amounts are paid in full and (2) the outstanding principal amount of due in connection with all Credit Party Obligations until such amounts are paid in full (including the Obligations consisting of Swing Loans; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “LOC Obligations); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTHand SEVENTH, to all Obligations owing to any Defaulting Lender; 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, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders Lender Parties, as applicable, shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Revolving Loans, Swingline Loans, Bridge Loans and/or LOC Obligations, as applicable, held by such Lender Party bears to the aggregate then outstanding AdvancesRevolving Loans, Swingline Loans, Bridge Loans and/or LOC Obligations) of amounts available to be applied pursuant to clauses “"THIRD", "FOURTH", "FIFTH" and "SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above" above (such pro rata share to be determined individually for each clause (1) through (6) of clause "FOURTH"); and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” "SIXTH" 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 the 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 “SEVENTH” and “EIGHTH” above in the manner provided in this accordance with Section 11.59.7.

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, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Pledged Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentCredit Documents; SECOND, to payment of any fees owed to the 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “LOC Obligations); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHFIFTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, 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, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding AdvancesLoans and LOC Obligations) of amounts available to be applied pursuant to clauses “SIXTHTHIRD”, “SEVENTHFOURTH”, “EIGHTHFIFTH” and “NINTHSIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “SEVENTHFIFTH” 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 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 “SEVENTHFIFTH” and “EIGHTHSIXTH” above in the manner provided in this Section 11.53.15(b).

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, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees owed to the 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this AgreementLender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued interest on account of the Swing Loansfees and interest; FIFTH:, to the payment of the outstanding principal amount of the Credit Party Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any the outstanding Letters of LOC Obligations but excluding Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, Party Obligations to the extent not provided for above. NINTHthey consist of Obligations under Hedging Agreements); SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTHSEVENTH, to all Credit Party Obligations owing to any Defaulting Lender; consisting of Obligations under Hedging Agreements ;and ELEVENTHEIGHTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.the

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or (including without limitation any other amounts outstanding under on account of any of the Other Documents Cash Management Liabilities or Hedge Liabilities), or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunderdiscretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents Documents, and any protective advances made Out-of-Formula Loans and Protective Advances funded by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentAgreement; SECOND, to payment of any fees owed to the Agent; 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 on account of the Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all of Obligations arising under this Agreement and the remaining Obligations Other Documents consisting of accrued fees and interestinterest (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 consisting (other than principal in respect of principal, and Swing Loans paid pursuant to the payment of Hedge Liabilities and clause FIFTH above) arising under this Agreement (including Cash Management Liabilities and Hedge Liabilities) (in each case, only to including the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof). EIGHTH, to all other Obligations arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities) which shall have become due and payable (hereunder, under the Other Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “SIXTHSEVENTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. ; NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTH” above; TENTH, to all Obligations owing to any Defaulting Lender”; and ELEVENTHTENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances 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 pursuant to clauses “SIXTH”, “SEVENTH”, and “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 the Agent in a as cash collateral account for the Letters of Credit pursuant to Section 3.2(b) hereof 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”, and “EIGHTHNINTH” 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, all amounts collected or received by the Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Credit Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Documentthe Collateral Documents; SECOND, to payment of any fees owed to the Agent; THIRD, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest; FOURTH, to the payment of the outstanding principal amount of the Credit Party Obligations (including the payment or cash collateralization of the outstanding LOC Obligations); FIFTH, 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 or otherwise with respect to the extent Credit Party Obligations owing to such Lender pursuant to the terms of this Agreement; FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing LoansLender; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” 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, all amounts collected or received by the Administrative Agent or any Lender on account of the Guaranteed Obligations or any other amounts outstanding under any of the Other Credit Documents or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunder, 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 attorneys’ ' fees) of the Administrative Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect Credit Documents, except to the Collateral under extent any such costs arise out of or pursuant relate to disputes solely between or among the terms of this DocumentAdministrative Lender and/or the Lenders; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable and documented 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 Obligations owing to such Lender, except to the extent owing any such costs arise out of or relate to such disputes solely between or among the Administrative Lender pursuant to and/or the terms of this AgreementLenders; FOURTH, to the payment of all accrued interest and fees on or in respect of the Obligations consisting of accrued interest on account of the Swing LoansObligations; FIFTH:, to the payment of the outstanding principal amount of the Guaranteed Obligations consisting of Swing Loans; SIXTH, to (including the payment of all of the remaining Obligations consisting of accrued fees and interest; SEVENTH, to the payment of the Obligations consisting of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities (in each case, only to the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula Loan), and payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “LOC Obligations); SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and Hedge Liabilities, to the extent not provided for above. NINTH, to all other Obligations and other obligations which shall have become due and payable under the Other Credit Documents or otherwise and not repaid pursuant to clauses “"FIRST” " through “EIGHTH” "FIFTH" above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHSEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTH” above; and (iii) 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 (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” and “EIGHTH” above in the manner provided in this Section 11.5.

Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or (including without limitation any other amounts outstanding under any of the Other Documents ), or in respect of the Collateral may, at Agent’s discretion and shall, after acceleration of the Obligations hereunderdiscretion, be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this DocumentAgreement; SECOND, to payment of any fees owed to the Agent; 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 on account of the Swing Loans; FIFTH:, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans; SIXTH, to the payment of all of the remaining Obligations consisting of accrued fees and interestinterest with respect to the Advances (other than interest on the Swing Loans) or otherwise provided for in this Agreement or the Other Documents; SEVENTH, to the payment of the Obligations consisting outstanding principal amount of principal, and to the payment of Hedge Liabilities and Cash Management Liabilities Advances (in each case, only to other than the extent of reserves established for the Hedge Liabilities or Cash Management Liabilities against the Formula Amount, which reserves, when implemented, shall not have the effect of causing an Out-of-Formula LoanSwing Loans), and including the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof, and not repaid pursuant to clauses “FIRST” through “SIXTH” above. EIGHTH, to payment or cash collateralization of Cash Management Liabilities and all Hedge Liabilities, to the extent not provided for above. NINTH; EIGHTH, to all other Obligations and other obligations provided for in this Agreement or the Other Documents or otherwise which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “EIGHTHSEVENTH” above; TENTH, to all Obligations owing to any Defaulting Lender; and ELEVENTHNINTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) Ratable Share of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “NINTHEIGHTH” above; and (iii) 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 as cash collateral account as provided for in Section 3.2(b) hereof 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” and “EIGHTH” above in the manner provided in this Section 11.5.