Common use of Allocation of Payments Clause in Contracts

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) to the contrary, all payments under the Notes will be pari passu among the Notes with all repayments in respect of outstanding Obligations applied in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, reasonable and documented or invoiced expenses and other amounts (including fees, charges and disbursements of counsel to the Collateral Agent) payable to the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Third clause payable to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment pursuant to Section 5.2(a) or Section 5.2(c) of the Notes held by the Fourth Restatement Holders and (b) Section 5.3 of any applicable Note, in which case any repayment, redemption or prepayment to the Holders that elect such repayment, redemption or prepayment in accordance with Section 5.3 of any applicable Note shall be allocated among such electing Holders in accordance with this Section 7.23.

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) All monies to be applied to the contrarySecured Obligations, all whether such monies represent voluntary payments under by the Notes will be pari passu among the Notes with all repayments in respect of outstanding Obligations applied in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, reasonable and documented Obligors or invoiced expenses and other amounts (including fees, charges and disbursements of counsel to the Collateral Agent) payable to the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Third clause payable to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment are received pursuant to Section 5.2(a) demand for payment or Section 5.2(c) realized from any disposition of the Notes held by the Fourth Restatement Holders and (b) Section 5.3 of any applicable NoteCollateral, in which case any repayment, redemption or prepayment to the Holders that elect such repayment, redemption or prepayment in accordance with Section 5.3 of any applicable Note shall be allocated among the Agent and such electing Holders of the Lenders and other holders of the Secured Obligations as are entitled thereto (and, with respect to monies allocated to the Lenders, on a Ratable basis unless otherwise provided in accordance this SECTION 4.8(D)): (i) first, to Bank of America to pay principal and accrued interest on any portion of any Non-Ratable Loan which Bank of America may have advanced on behalf of any Lender (other than itself) and for which Bank of America has not been reimbursed by such Lender or the Obligors; (ii) second, to the Agent to pay the amount of expenses that have not been reimbursed to the Agent by the Obligors or the Lenders, together with interest accrued thereon; (iii) third, to the Agent to pay any indemnified amount that has not been paid to the Agent by the Obligors or the Lenders, together with interest accrued thereon; (iv) fourth, to the Agent to pay any fees due and payable to the Agent under this Section 7.23Agreement; (v) fifth, to the Lenders for any indemnified amount that they have paid to the Agent and for any expenses that they have reimbursed to the Agent; (vi) sixth, to the Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any other Secured Obligations then outstanding and held by any Lender to be shared among the Lenders on a Ratable basis, or on such other basis as may be agreed upon in writing by all of the Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of the Obligors), and (vii) seventh, to the holders of the other Secured Obligations who are not Lenders on a pro rata basis. The allocations set forth in this SECTION 4.8(D) are solely to determine the rights and priorities of the Agent and the Lenders as among themselves and may be changed by the Agent and the Lenders without notice to, or the consent or approval of, the Obligors or any other Person. Whenever allocation is made pursuant to this SECTION 4.8(D) to the holder of Secured Obligations in which another Lender acquires a participation, the monies received by such holder shall be shared as between such holder and such participants on a Ratable basis.

Allocation of Payments. Notwithstanding anything herein All monies to be applied to the Obligations, whether such monies represent voluntary payments by one or in more Obligors or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among Agent and such of the Notes Lenders as are entitled thereto (other than as set forth in the proviso and, with respect to monies allocated to Lenders, with each Lender to receive its Pro Rata share thereof, unless otherwise provided herein): (i) first, to Agent to pay any Indemnified Amount that has not been paid to Agent by Borrowers or Lenders, together with interest accrued thereon at the end rate applicable to Revolver Loans that are Base Rate Loans; (ii) second, to Agent to pay the amount of this Extraordinary Expenses and amounts owing to Agent pursuant to Section 7.2315.10 hereof that have not been reimbursed to Agent by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (iii) third, to Agent to pay any fees due and payable to Agent, including fees payable to Agent pursuant to the contrary, all payments under the Notes will be pari passu among the Notes with all repayments in respect of outstanding Obligations applied in the following order: FirstSyndication Fee Letter; (iv) fourth, to payment of that Agent to pay principal and accrued interest on any portion of the Obligations constituting fees, indemnities, reasonable Revolver Loans which Agent may have advanced on behalf of any Lender and documented for which Agent has not been reimbursed by such Lender or invoiced expenses and other amounts Borrowers; (including fees, charges and disbursements of counsel to the Collateral Agentv) payable to the Collateral Agent in its capacity as such; Secondfifth, to payment of that Wachovia to pay the principal and accrued interest on any portion of the Obligations constituting feesSettlement Loans outstanding, indemnities to be shared with Lenders that have acquired and other amounts paid for a participating interest in such Settlement Loans; (other than vi) sixth, to the extent Wachovia has not received from any Lender payment as required by Section 2.3.2(ii) hereof, to Wachovia to pay all such required payments from each such Lender; (vii) seventh, to each Lender for any Indemnified Amount that such Lender has paid to Agent and any Extraordinary Expenses that such Lender has reimbursed to Agent, to the extent that such Lender has not been reimbursed from Obligors therefor; (viii) eighth, to Lenders for any Indemnified Amount and any Extraordinary Expenses that have not been paid to them by Obligors; (ix) ninth, to LC Issuer to pay principal and interest) payable interest with respect to the Holders LC Obligations (including fees, charges and disbursements of counsel or to the respective Holders) arising under extent any of the Operative DocumentsLC Obligations are contingent and an Event of Default then exists, ratably among them deposited in proportion the Cash Collateral Account to provide security for the respective amounts described in this Second clause payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on LC Obligations), which payment shall be shared with the Obligations arising under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Third clause payable to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment pursuant to Section 5.2(a) or Section 5.2(c) of the Notes held by the Fourth Restatement Holders and (b) Section 5.3 of any applicable Note, in which case any repayment, redemption or prepayment to the Holders that elect such repayment, redemption or prepayment Lenders in accordance with Section 5.3 2.3.2(iii) hereof; (x) tenth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Revolver Loans (other than Settlement Loans), with each Lender to receive therefrom its Pro Rata share or a share on such other basis as may be agreed upon in writing by Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of Borrowers); and (xi) eleventh, to Lenders in payment of the unpaid principal and accrued interest in respect of any applicable Note shall other Obligations then outstanding, including Hedging Agreements with Lenders or their Affiliates, with each Lender to receive therefrom its ratable share or a share on such other basis as may be allocated among such electing Holders agreed upon in accordance with writing by Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of Borrowers). The allocations set forth in this Section 7.235.7 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of Borrowers or any other Person.

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) All monies to be applied to the contraryObligations, all whether such monies represent voluntary payments under by one or more Obligors or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among Agent and such of the Notes will be pari passu among the Notes Lenders as are entitled thereto (and, with all repayments in respect of outstanding Obligations applied in the following order: Firstto monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to payment of that Agent to pay principal and accrued interest on any portion of the Obligations constituting fees, indemnities, reasonable Revolver Loans which Agent may have advanced on behalf of any Lender and documented for which Agent has not been reimbursed by such Lender or invoiced expenses and other amounts Borrower; (including fees, charges and disbursements of counsel to the Collateral Agentii) payable to the Collateral Agent in its capacity as such; Secondsecond, to payment of that Bank to pay the principal and accrued interest on any portion of the Obligations constituting feesSettlement Loans outstanding, indemnities and other amounts to be shared with Lenders that have acquired a participating interest in such Settlement Loans; (other than principal and interestiii) payable third, to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising extent that Agent has not received from any Participating Lender a payment in connection with an unreimbursed payment made by Agent under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; ThirdCredit Support, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion Agent to the respective pay all amounts described in this Third clause payable owing to themAgent pursuant to payments made by Agent pursuant to Credit Support; and Fourth(iv) fourth, to payment Agent to pay the amount of that portion of the Obligations constituting unpaid principal of the Obligations then Extraordinary Expenses and amounts owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment Agent pursuant to Section 5.2(a14.10 hereof that have not been reimbursed to Agent by Borrower or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agent to pay any Indemnified Amount that has not been paid to Agent by Obligors or Section 5.2(cLenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (vi) sixth, to Agent to pay any fees due and payable to Agent; (vii) seventh, to Lenders for any Indemnified Amount that they have paid to Agent and any Extraordinary Expenses that they have reimbursed to Agent or themselves incurred, to the extent that Lenders have not been reimbursed by Obligors therefor; (viii) eighth, to Agent to pay principal and interest with respect to LC Outstandings (or to the extent any of the Notes held by LC Outstandings are contingent and an Event of Default then exists, deposited in the Fourth Restatement Holders and (b) Section 5.3 Cash Collateral Account to provide security for the payment of any applicable Notethe LC Outstandings), in which case any repayment, redemption or prepayment to payment shall be shared with the Holders that elect such repayment, redemption or prepayment Participating Lenders in accordance with Section 5.3 1.2.8(b) hereof; and (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any applicable Note shall other Obligations (including any amounts relating to Bank Products) then outstanding to be allocated among shared ratably in proportion to their respective shares of such electing Holders Loans and other obligations, or on such other basis as may be agreed upon in accordance with writing by Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of Borrowers). The allocations set forth in this Section 7.234.6 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of Borrower or any other Person.

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) All monies to be applied to the contraryObligations, all whether such monies represent voluntary payments under by one or more Obligors or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among Agent and such of the Notes will be pari passu among the Notes Lenders as are entitled thereto (and, with all repayments in respect of outstanding Obligations applied in the following order: Firstto monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to payment of that Agent to pay principal and accrued interest on any portion of the Obligations constituting fees, indemnities, reasonable Revolver Loans which Agent may have advanced on behalf of any Lender and documented for which Agent has not been reimbursed by such Lender or invoiced expenses and other amounts Borrower; (including fees, charges and disbursements of counsel to the Collateral Agentii) payable to the Collateral Agent in its capacity as such; Secondsecond, to payment of that Bank to pay the principal and accrued interest on any portion of the Obligations constituting feesSettlement Loans outstanding, indemnities and other amounts to be shared with Lenders that have acquired a participating interest in such Settlement Loans; (other than principal and interestiii) payable third, to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising extent that Agent has not received from any Participating Lender a payment in connection with an unreimbursed payment made by Agent under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; ThirdCredit Support, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion Agent to the respective pay all amounts described in this Third clause payable owing to themAgent pursuant to payments made by Agent pursuant to Credit Support; and Fourth(iv) fourth, to payment Agent to pay the amount of that portion of the Obligations constituting unpaid principal of the Obligations then Extraordinary Expenses and amounts owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment Agent pursuant to Section 5.2(a14.10 hereof that have not been reimbursed to Agent by Borrower or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agent to pay any Indemnified Amount that has not been paid to Agent by Obligors or Section 5.2(cLenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (vi) sixth, to Agent to pay any fees due and payable to Agent; (vii) seventh, to Lenders for any Indemnified Amount that they have paid to Agent and any Extraordinary Expenses that they have reimbursed to Agent or themselves incurred, to the extent that Lenders have not been reimbursed by Obligors therefor; (viii) eighth, to Agent to pay principal and interest with respect to LC Outstandings (or to the extent any of the Notes held by LC Outstandings are contingent and an Event of Default then exists, deposited in the Fourth Restatement Holders and (b) Section 5.3 Cash Collateral Account to provide security for the payment of any applicable Notethe LC Outstandings), in which case any repayment, redemption or prepayment to payment shall be shared with the Holders that elect such repayment, redemption or prepayment Participating Lenders in accordance with Section 5.3 1.2.8(b) hereof; (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any other Obligations (other than amounts relating to Bank Products) then outstanding to be shared ratably in proportion to their respective shares of such Loans and other obligations, or on such other basis as may be agreed upon in writing by Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of Borrowers); and tenth, in payment of any applicable Note shall be allocated among amount relating to Bank Products provided by Bank or its Affiliates or by Xxxxx Fargo Capital Finance, LLC or its Affiliates, provided that, with respect to Bank Products provided by Xxxxx Fargo Capital Finance, LLC or its Affiliates, only to the extent that Xxxxx Fargo Capital Finance, LLC provided Agent with prior written notice of its intent to provide such electing Holders Bank Products to a Borrower before providing the same. The allocations set forth in accordance with this Section 7.234.6 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of Borrower or any other Person.”

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) All monies to be applied to the contraryObligations, all whether such monies represent voluntary payments under the Notes will be pari passu among the Notes with all repayments in respect of outstanding Obligations applied in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, reasonable and documented by one or invoiced expenses and other amounts (including fees, charges and disbursements of counsel to the Collateral Agent) payable to the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Third clause payable to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption more Obligors or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment are received pursuant to Section 5.2(a) demand for payment or Section 5.2(c) realized from any disposition of the Notes held by the Fourth Restatement Holders and (b) Section 5.3 of any applicable NoteCollateral, in which case any repayment, redemption or prepayment to the Holders that elect such repayment, redemption or prepayment in accordance with Section 5.3 of any applicable Note shall be allocated among Agent and such electing Holders of the Lenders as are entitled thereto (and, with respect to monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to Agent to pay principal and accrued interest on any portion of the Revolving Loans which Agent may have advanced on behalf of any Lender and for which Agent has not been reimbursed by such Lender or Borrower; (ii) second, to Agent to pay the principal and accrued interest on any portion of the Settlement Loans outstanding, to be shared with Lenders that have acquired a participating interest in such Settlement Loans; (iii) third, to the extent that Agent has not received from any Participating Lender a Participation Payment as required by SECTION 3.3.2 hereof, to Agent to pay all amounts owing to Agent pursuant to SECTION 3.3.2(II) hereof; (iv) fourth, to Agent to pay the amount of Extraordinary Expenses and amounts owing to Agent pursuant to SECTION 14.10 hereof that have not been reimbursed to Agent by Borrower or Lenders, together with interest accrued thereon at the rate applicable to Revolving Loans that are Chase Bank Rate Loans; (v) fifth, to Agent to pay any Indemnified Amount that has not been paid to Agent by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolving Loans that are Chase Bank Rate Loans; (vi) sixth, to Agent to pay any fees due and payable to Agent; (vii) seventh, to Lenders for any Indemnified Amount that they have paid to Agent and any Extraordinary Expenses that they have reimbursed to Agent or themselves incurred, to the extent that Lenders have not been reimbursed by Obligors therefor; (viii) eighth, to Agent to pay principal and interest with respect to LC Outstandings (or to the extent any of the LC Outstandings are contingent and an Event of Default then exists, deposited in the Cash Collateral Account to provide security for the payment of the LC Outstandings), which payment shall be shared with the Participating Lenders in accordance with SECTION 3.3.2(III) hereof; and (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any other Obligations then outstanding to be shared among Lenders on a Pro Rata basis, or on such other basis as may be agreed upon in writing by Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of Borrower). The allocations set forth in this Section 7.23SECTION 5.8 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of Borrower or any other Person.

Allocation of Payments. Notwithstanding anything herein All moneys collected by the Collateral Agent upon any sale or in other disposition of the Notes (Collateral, together with all other than moneys received by the Collateral Agent or Administrative Agent as set forth in the proviso at the end a result of any exercise of rights and remedies under this Section 7.23) Agreement or any Security Document, shall be applied as follows: ​ FIRST, to the contrary, payment of all payments reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agents in connection with enforcing their rights and the rights of the Lenders under this Agreement and the Notes will be pari passu among the Notes with all repayments in respect of outstanding Obligations applied in the following order: Firstother Loan Documents; ​ SECOND, to payment of that portion of the Obligations constituting fees, indemnities, reasonable and documented or invoiced expenses and other amounts (including fees, charges and disbursements of counsel fees owed to the Collateral Agent) payable to the Collateral Agent Agents in its their capacity as such; Second​ THIRD, to the payment of that portion all out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable Lenders to the Holders (including fees, charges and disbursements of counsel extent owing to such Lender pursuant to the respective Holders) arising under the Operative Documents, terms of this Agreement ratably among them in proportion to the respective amounts described in this Second clause THIRD payable to them; Third​ FOURTH, to the payment of that portion all of the Obligations constituting consisting of accrued and unpaid interest on fees owed to the Lenders pursuant to the terms of this Agreement (excluding any fees owing with respect to Bank Product Obligations arising under the Operative Documents, or Hedge Agreement Obligations) ratably among the Holders them in proportion to the respective amounts described in this Third clause FOURTH payable to them; and Fourth​ FIFTH, to the payment of that portion all of the Obligations constituting unpaid consisting of accrued interest (excluding any interest owing with respect to Bank Product Obligations or Hedge Agreement Obligations); ​ SIXTH, to the payment of the outstanding principal amount of the Obligations then (including the payment or cash collateralization of any outstanding Letters of Credit, but excluding any amounts owing in respect of Bank Product Obligations or Hedge Agreement Obligations); ​ SEVENTH, to all other Obligations which shall have become due and payable under this Agreement or the Operative Documentsother Loan Documents or otherwise and not repaid pursuant to clauses “FIRST” through “SIXTH” above, ratably among the Holders in proportion including, without limitation, all Bank Product Obligations and Hedge Agreement Obligations; and ​ EIGHTH, to the respective payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts described 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 an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied pursuant to clauses “FIFTH”, “SIXTH” and “SEVENTH” above; (iii) notwithstanding anything to the contrary in this Fourth clause held by them; Section 9.2, no Swap Obligations of any Loan Party that is not a Qualified ECP Loan Party shall be paid with amounts received from such Loan Party under its guaranty of the Obligations (including sums received as a result of the exercise of remedies with respect to such guaranty) or from the proceeds of such Loan Party’s Collateral if such Swap Obligations would constitute Excluded Swap Obligaitons, 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 Qualified ECP Loan Parties with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with 9.2; and (aiv) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment extent that any amounts available for distribution pursuant to Section 5.2(a) or Section 5.2(c) clause “SIXTH” above are attributable to the issued but undrawn amount of the Notes outstanding Letters of Credit, such amounts shall be held by the Fourth Restatement Holders Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (bB) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SIXTH” and “SEVENTH” above in the manner provided in this Section 5.3 of any applicable Note9.2. Notwithstanding the foregoing, in which case any repayment, redemption or prepayment to the Holders that elect extent any Mortgage only secures the Obligations related to the Term B Loans, all moneys collected by the Collateral Agent with respect to such repaymentMortgages will be applied in the order set forth above, redemption or prepayment in accordance with Section 5.3 of any applicable Note shall be allocated among such electing Holders in accordance with this Section 7.23.but only to the Obligations related to the Term B Loans. ​

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) All monies to be applied to the contraryObligations, all whether such monies represent voluntary payments under by one or more Obligors or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among Agent and such of the Notes will be pari passu among the Notes Lenders as are entitled thereto (and, with all repayments in respect of outstanding Obligations applied in the following order: Firstto monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to payment of that Agent to pay principal and accrued interest on any portion of the Obligations constituting fees, indemnities, reasonable Revolver Loans which Agent may have advanced on behalf of any Lender and documented for which Agent has not been reimbursed by such Lender or invoiced expenses and other amounts Borrower; (including fees, charges and disbursements of counsel to the Collateral Agentii) payable to the Collateral Agent in its capacity as such; Secondsecond, to payment of that Bank to pay the principal and accrued interest on any portion of the Obligations constituting feesSettlement Loans outstanding, indemnities and other amounts to be shared with Lenders that have acquired a participating interest in such Settlement Loans; (other than principal and interestiii) payable third, to the Holders (including feesextent that the Letter of Credit Issuer has not received from any Participating Lender a payment as required by Section 1.3.7 hereof, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion Letter of Credit Issuer to pay all amounts owing to the respective amounts described in this Second clause payable to them; Third, to payment Letter of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Third clause payable to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment Credit Issuer pursuant to Section 5.2(a1.3.7 hereof; (iv) fourth, to Agent to pay the amount of Extraordinary Expenses and amounts owing to Agent pursuant to Section 14.10 hereof that have not been reimbursed to Agent by Borrower or Section 5.2(cLenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agent to pay any Indemnified Amount that has not been paid to Agent by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (vi) sixth, to Agent to pay any fees due and payable to Agent; (vii) seventh, to Lenders for any Indemnified Amount that they have paid to Agent and any Extraordinary Expenses that they have reimbursed to Agent or themselves incurred, to the extent that Lenders have not been reimbursed by Obligors therefor; (viii) eighth, to the Letter of Credit Issuer to pay principal and interest with respect to Letter of Credit Outstandings (or to the extent any of the Notes held by Letter of Credit Outstandings are contingent and an Event of Default then exists, deposited in the Fourth Restatement Holders and (b) Section 5.3 Cash Collateral Account to provide security for the payment of any applicable Notethe Letter of Credit Outstandings), in which case any repayment, redemption or prepayment to payment shall be shared with the Holders that elect such repayment, redemption or prepayment Participating Lenders in accordance with Section 5.3 1.3.7(iii) hereof; (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any applicable Note other Obligations (other than Bank Product Obligations) then outstanding to be shared among Lenders on a Pro Rata basis or on such other basis as may be agreed upon in writing by Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of Borrowers); and (x) tenth, to Lenders in payment of Bank Product Obligations to be shared among Lenders on a pro rata basis based upon each Lender’s outstanding amount of Bank Product Obligations. Amounts distributed with respect to any Bank Product Obligations shall be allocated among such electing Holders equal to the applicable Bank Product Amount calculated in good faith by the Bank Product Provider in accordance with the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Obligation, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Bank Product Provider. In the absence of such notice, Agent may assume the amount to be distributed is the Bank Product Amount last reported to it. The allocations set forth in this Section 7.234.6 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of Borrower or any other Person.

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) to the contrary, during an Event of Default, all monies to be applied to the Obligations, whether arising from payments under by Obligors, realization on Collateral, setoff or otherwise, shall be allocated among Agents and such of the Notes will be pari passu among the Notes Lenders as are entitled thereto (and, with all repayments in respect of outstanding Obligations applied in the following order: Firstto monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to payment of that Administrative Agent to pay principal and accrued interest on any portion of the Obligations constituting feesRevolver Loans which Administrative Agent may have advanced on behalf of any Lender and for which Administrative Agent has not been reimbursed by such Lender or Borrowers; (ii) second, indemnitiesto Bank to pay the principal and accrued interest on any portion of the Settlement Loans outstanding, reasonable to be shared with Lenders that have acquired and documented or invoiced expenses and other amounts paid for a participating interest in such Settlement Loans; (including feesiii) third, charges and disbursements of counsel to the Collateral Agentextent that Issuing Bank has not received from any Participating Lender a payment as required by Section 2.3.2 hereof, to Issuing Bank to pay all such required payments from each Participating Lender; (iv) fourth, to Administrative Agent to pay the amount of Extraordinary Expenses and amounts owing to Administrative Agent pursuant to Section 15.10 hereof that have not been reimbursed to Administrative Agent by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agents to pay any Indemnified Amount that has not been paid to Agents in their capacity as such by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (vi) sixth, to Agents to pay any fees due and payable to the Collateral Agent Agents in its their capacity as such; Second(vii) seventh, to each Lender for any Indemnified Amount that such Lender has paid to Agents and any Extraordinary Expenses that such Lender has reimbursed to such Agent or such Lender has incurred, to the extent that such Lender has not been reimbursed by Borrowers therefor; (viii) eighth, to Issuing Bank to pay principal and interest with respect to LC Obligations (or to the extent any of the LC Obligations are contingent and an Event of Default then exists, deposited in the Cash Collateral Account to provide security for the payment of that portion of the Obligations constituting feesLC Obligations), indemnities and other amounts (other than principal and interest) payable to which payment shall be shared with the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Third clause payable to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment pursuant to Section 5.2(a) or Section 5.2(c) of the Notes held by the Fourth Restatement Holders and (b) Section 5.3 of any applicable Note, in which case any repayment, redemption or prepayment to the Holders that elect such repayment, redemption or prepayment Participating Lenders in accordance with Section 5.3 2.3.2(iii) hereof; (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans (other than Settlement Loans); (x) tenth, to the payment of the Hedging Obligations; (xi) eleventh, to the payment of any applicable Note other Obligations then outstanding (excluding any Banking Relationship Debt other than Hedging Obligations); and (xii) twelfth, to the payment of any Banking Relationship Debt other than Hedging Obligations. Amounts shall be allocated applied to each category of Obligations set forth above until full payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among such electing Holders the Obligations in accordance with the category. The allocations set forth in this Section 7.235.6 are solely to determine the rights and priorities of Agents and Lenders as among themselves and may be changed by Agents and Lenders without notice to or the consent or approval of any Borrower or any other Person. Erroneous Allocation. Administrative Agent shall not be liable for any allocation or distribution of payments made by it in good faith and, if any such allocation or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to which payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which such other Lenders are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them).

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) All monies to be applied to the contraryObligations, all whether such monies represent voluntary payments under by one or more Obligors or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among Agent and such of the Notes will be pari passu among the Notes Lenders as are entitled thereto (and, with all repayments in respect of outstanding Obligations applied in the following order: Firstto monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to payment of that Agent to pay principal and accrued interest on any portion of the Obligations constituting fees, indemnities, reasonable Revolver Loans which Agent may have advanced on behalf of any Lender and documented for which Agent has not been reimbursed by such Lender or invoiced expenses and other amounts Borrower; (including fees, charges and disbursements of counsel to the Collateral Agentii) payable to the Collateral Agent in its capacity as such; Secondsecond, to payment of that Fleet to pay the principal and accrued interest on any portion of the Obligations constituting feesSettlement Loans outstanding, indemnities and other amounts to be shared with Lenders that have acquired a participating interest in such Settlement Loans; (other than principal and interestiii) payable third, to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Thirdextent that Fleet has not received from any Participating Lender a payment as required by Section 1.2.2 hereof, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion Fleet to the respective pay all amounts described in this Third clause payable owing to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment Fleet pursuant to Section 5.2(a1.2.2(ii) hereof; (iv) fourth, to Agent to pay the amount of Extraordinary Expenses and amounts owing to Agent pursuant to Section 14.10 hereof that have not been reimbursed to Agent by Borrower or Section 5.2(cLenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agent to pay any Indemnified Amount that has not been paid to Agent by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (vi) sixth, to Agent to pay any fees due and payable to Agent; (vii) seventh, to Lenders for any Indemnified Amount that they have paid to Agent and any Extraordinary Expenses that they have reimbursed to Agent or themselves incurred, to the extent that Lenders have not been reimbursed by Obligors therefor; (viii) eighth, to Fleet to pay principal and interest with respect to LC Outstandings (or to the extent any of the Notes held by LC Outstandings are contingent and an Event of Default then exists, deposited in the Fourth Restatement Holders and (b) Section 5.3 Cash Collateral Account to provide security for the payment of any applicable Notethe LC Outstandings), in which case any repayment, redemption or prepayment to payment shall be shared with the Holders that elect such repayment, redemption or prepayment Participating Lenders in accordance with Section 5.3 1.2.2(iii) hereof; and (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Revolver Loans and any applicable Note shall other Obligations then outstanding to be allocated shared among Lenders on a Pro Rata basis, or on such electing Holders other basis as may be agreed upon in accordance with writing by Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of Borrower). The allocations set forth in this Section 7.234.5 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of Borrower or any other Person.

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) All monies to be applied to the contraryObligations, all whether such monies represent voluntary payments under by one or more Obligors or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among Agent and such of the Notes will be pari passu among the Notes Lenders as are entitled thereto (and, with all repayments in respect of outstanding Obligations applied in the following order: Firstto monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to payment of that Agent to pay principal and accrued interest on any portion of the Obligations constituting fees, indemnities, reasonable Revolver Loans which Agent may have advanced on behalf of any Lender and documented for which Agent has not been reimbursed by such Lender or invoiced expenses and other amounts Borrower; (including fees, charges and disbursements of counsel to the Collateral Agentii) payable to the Collateral Agent in its capacity as such; Secondsecond, to payment of that Fleet to pay the principal and accrued interest on any portion of the Obligations constituting fees, indemnities Settlement Loans and other amounts 1995 Bonds (other than principal and interest) payable to the Holders extent due) outstanding, to be shared with Lenders that have acquired a participating interest in such Settlement Loans and 1995 Bonds; (including feesiii) third, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Thirdextent that Fleet has not received from any Participating Lender a payment as required by Section 1.3.2 hereof, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion Fleet to the respective pay all amounts described in this Third clause payable owing to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment Fleet pursuant to Section 5.2(a1.3.2(ii) hereof; (iv) fourth, to Agent to pay the amount of Extraordinary Expenses and amounts owing to Agent pursuant to Section 14.10 hereof that have not been reimbursed to Agent by Borrower or Section 5.2(cLenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agent to pay any Indemnified Amount that has not been paid to Agent by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (vi) sixth, to Agent to pay any fees due and payable solely to Agent; (vii) seventh, to Lenders for any Indemnified Amount that they have paid to Agent and any Extraordinary Expenses that they have reimbursed to Agent or themselves incurred, to the extent that Lenders have not been reimbursed by Obligors therefor; (viii) eighth, to Fleet to pay principal and interest with respect to LC Obligations (or to the extent any of the Notes held by LC Obligations are contingent and an Event of Default then exists, deposited in the Fourth Restatement Holders and (b) Section 5.3 Cash Collateral Account to provide security for the payment of any applicable Notethe LC Obligations), in which case any repayment, redemption or prepayment to payment shall be shared with the Holders that elect such repayment, redemption or prepayment Participating Lenders in accordance with Section 5.3 1.3.2(iii) hereof; (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and in payment of any applicable Note shall other Obligations (other than the Obligations described in clause (x) below) then outstanding to be allocated shared among Lenders on a Pro Rata basis or on such other basis as may be agreed upon in writing by Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of Borrower); and (x) tenth, to the Secured Parties in payment of any Banking Relationship Debt, to be shared among such electing Holders Secured Parties ratably. The allocations set forth in accordance with this Section 7.234.6 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of Borrower or any other Person.

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) All monies to be applied to the contraryObligations, all whether such monies represent voluntary payments under the Notes will be pari passu among the Notes with all repayments in respect of outstanding Obligations applied in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, reasonable and documented by one or invoiced expenses and other amounts (including fees, charges and disbursements of counsel to the Collateral Agent) payable to the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Third clause payable to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption more Obligors or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment are received pursuant to Section 5.2(a) demand for payment or Section 5.2(c) realized from any disposition of the Notes held by the Fourth Restatement Holders and (b) Section 5.3 of any applicable NoteCollateral, in which case any repayment, redemption or prepayment to the Holders that elect such repayment, redemption or prepayment in accordance with Section 5.3 of any applicable Note shall be allocated among Agent and such electing Holders of the Lenders as are entitled thereto (and, with respect to monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to Agent to pay principal and accrued interest on any portion of the Revolver Loans which Agent may have advanced on behalf of any Lender and for which Agent has not been reimbursed by such Lender or Borrower; (ii) second, to Fleet to pay the principal and accrued interest on any portion of the Settlement Loans outstanding, to be shared with Lenders that have acquired a participating interest in such Settlement Loans; (iii) third, to the extent that Fleet has not received from any Participating Lender a payment as required by SECTION 1.3.2 hereof, to Fleet to pay all amounts owing to Fleet pursuant to SECTION 1.3.2(ii) hereof; (iv) fourth, to Agent to pay the amount of Extraordinary Expenses and amounts owing to Agent pursuant to SECTION 14.10 hereof that have not been reimbursed to Agent by Borrower or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agent to pay any Indemnified Amount that has not been paid to Agent by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (vi) sixth, to Agent to pay any fees due and payable to Agent; (vii) seventh, to Lenders for any Indemnified Amount that they have paid to Agent and any Extraordinary Expenses that they have reimbursed to Agent or themselves incurred, to the extent that Lenders have not been reimbursed by Obligors therefor; (viii) eighth, to Fleet to pay principal and interest with respect to LC Outstandings (or to the extent any of the LC Outstandings are contingent and an Event of Default then exists, deposited in the Cash Collateral Account to provide security for the payment of the LC Outstandings), which payment shall be shared with the Participating Lenders in accordance with SECTION 1.3.2(iii) hereof; and (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any other Obligations then outstanding to be shared among Lenders on a Pro Rata basis, or on such other basis as may be agreed upon in writing by Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of Borrower). The allocations set forth in this Section 7.23SECTION 4.6 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of Borrower or any other Person.

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) All monies to be applied to the contraryObligations, all whether such monies represent voluntary payments under by one or more Obligors or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among Agent and such of the Notes will be pari passu among the Notes Lenders as are entitled thereto (and, with all repayments in respect of outstanding Obligations applied in the following order: Firstto monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to payment of that Agent to pay principal and accrued interest on any portion of the Obligations constituting fees, indemnities, reasonable Revolver Loans which Agent may have advanced on behalf of any Lender and documented for which Agent has not been reimbursed by such Lender or invoiced expenses and other amounts Borrowers; (including fees, charges and disbursements of counsel to the Collateral Agentii) payable to the Collateral Agent in its capacity as such; Secondsecond, to payment of that Fleet to pay the principal and accrued interest on any portion of the Obligations constituting feesSettlement Loans outstanding, indemnities to be shared with Lenders that have acquired and other amounts paid for a participating interest in such Settlement Loans; (other than principal and interestiii) payable third, to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Thirdextent that Fleet has not received from any Participating Lender a payment as required by Section 1.3.2 hereof, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion Fleet to the respective amounts described in this Third clause payable to thempay all such required payments from each Participating Lender; and Fourth(iv) fourth, to payment Agent to pay the amount of that portion of the Obligations constituting unpaid principal of the Obligations then Extraordinary Expenses and amounts owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment Agent pursuant to Section 5.2(a14.10 hereof that have not been reimbursed to Agent by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agent to pay any Indemnified Amount that has not been paid to Agent by Obligors or Section 5.2(cLenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (vi) sixth, to Agent to pay any fees due and payable to Agent; (vii) seventh, to each Lender for any Indemnified Amount that such Lender has paid to Agent and any Extraordinary Expenses that such Lender has reimbursed to Agent or such Lender has incurred, to the extent that such Lender has not been reimbursed by Obligors therefor; (viii) eighth, to Fleet to pay principal and interest with respect to LC Outstandings (or to the extent any of the Notes held by LC Outstandings are contingent and an Event of Default then exists, deposited in the Fourth Restatement Holders and (b) Section 5.3 Cash Collateral Account to provide security for the payment of any applicable Notethe LC Outstandings), in which case any repayment, redemption or prepayment to payment shall be shared with the Holders that elect such repayment, redemption or prepayment Participating Lenders in accordance with Section 5.3 1.3.2(iii) hereof; (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans (other than Settlement Loans) then outstanding; (x) tenth, to Lenders in payment of any applicable Note shall unpaid principal and accrued interest with respect to any of the remaining Obligations (other than the Obligations described in clause (xi) below) to be allocated shared among Agent and Lenders ratably in proportion to their respective shares of such Loans and other Obligations (other than the Obligations described in clause (xi) below), or on such other basis as may be agreed upon in writing by Agent and Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of Borrower); and (xi) eleventh, to the Secured Parties in payment of any Cash Management Agreements or Hedging Agreements, to be shared among such electing Holders Secured Parties ratably. The allocations set forth in accordance with this Section 7.234.6 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of any Borrower or any other Person.

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) All monies to be applied to the contraryObligations, all whether such monies represent voluntary payments under by one or more Obligors or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among Agent and such of the Notes will be pari passu among the Notes Lenders as are entitled thereto (and, with all repayments in respect of outstanding Obligations applied in the following order: Firstto monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to payment of that Agent to pay principal and accrued interest on any portion of the Obligations constituting fees, indemnities, reasonable Revolver Loans which Agent may have advanced on behalf of any Lender and documented for which Agent has not been reimbursed by such Lender or invoiced expenses and other amounts Borrower; (including fees, charges and disbursements of counsel to the Collateral Agentii) payable to the Collateral Agent in its capacity as such; Secondsecond, to payment of that Bank to pay the principal and accrued interest on any portion of the Obligations constituting feesSettlement Loans outstanding, indemnities and other amounts to be shared with Lenders that have acquired a participating interest in such Settlement Loans; (other than principal and interestiii) payable third, to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising extent that Agent has not received from any Participating Lender a payment in connection with an unreimbursed payment made by Agent under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; ThirdCredit Support, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion Agent to the respective pay all amounts described in this Third clause payable owing to themAgent pursuant to payments made by Agent pursuant to Credit Support; and Fourth(iv) fourth, to payment Agent to pay the amount of that portion of the Obligations constituting unpaid principal of the Obligations then Extraordinary Expenses and amounts owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment Agent pursuant to Section 5.2(a14.10 hereof that have not been reimbursed to Agent by Borrower or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agent to pay any Indemnified Amount that has not been paid to Agent by Obligors or Section 5.2(cLenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (vi) sixth, to Agent to pay any fees due and payable to Agent; (vii) seventh, to Lenders for any Indemnified Amount that they have paid to Agent and any Extraordinary Expenses that they have reimbursed to Agent or themselves incurred, to the extent that Lenders have not been reimbursed by Obligors therefor; (viii) eighth, to Agent to pay principal and interest with respect to LC Outstandings (or to the extent any of the Notes held by LC Outstandings are contingent and an Event of Default then exists, deposited in the Fourth Restatement Holders and (b) Section 5.3 Cash Collateral Account to provide security for the payment of any applicable Notethe LC Outstandings), in which case any repayment, redemption or prepayment to payment shall be shared with the Holders that elect such repayment, redemption or prepayment Participating Lenders in accordance with Section 5.3 1.2.8(b) hereof; (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any other Obligations (other than amounts relating to Bank Products) then outstanding to be shared ratably in proportion to their respective shares of such Loans and other obligations, or on such other basis as may be agreed upon in writing by Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of Borrowers); and tenth, in payment of any applicable Note shall be allocated among such electing Holders amount relating to Bank Products. The allocations set forth in accordance with this Section 7.234.6 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of Borrower or any other Person.

Allocation of Payments. Notwithstanding anything herein All moneys collected by the Collateral Agent upon any sale or in other disposition of the Notes (Collateral, together with all other than moneys received by the Collateral Agent or Administrative Agent as set forth in the proviso at the end a result of any exercise of rights and remedies under this Section 7.23) Agreement or any Security Document, shall be applied as follows: FIRST, to the contrary, payment of all payments reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agents in connection with enforcing their rights and the rights of the Lenders under this Agreement and the Notes will be pari passu among the Notes with all repayments in respect of outstanding Obligations applied in the following order: Firstother Loan Documents; SECOND, to payment of that portion of the Obligations constituting fees, indemnities, reasonable and documented or invoiced expenses and other amounts (including fees, charges and disbursements of counsel fees owed to the Collateral Agent) payable to the Collateral Agent Agents in its their capacity as such; SecondTHIRD, to the payment of that portion all out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable Lenders to the Holders (including fees, charges and disbursements of counsel extent owing to such Lender pursuant to the respective Holders) arising under the Operative Documents, terms of this Agreement ratably among them in proportion to the respective amounts described in this Second clause THIRD payable to them; ThirdFOURTH, to the payment of that portion all of the Obligations constituting consisting of accrued and unpaid interest on fees owed to the Lenders pursuant to the terms of this Agreement (excluding any fees owing with respect to Bank Product Obligations arising under the Operative Documents, or Hedge Agreement Obligations) ratably among the Holders them in proportion to the respective amounts described in this Third clause FOURTH payable to them; and FourthFIFTH, to the payment of that portion all of the Obligations constituting unpaid consisting of accrued interest (excluding any interest owing with respect to Bank Product Obligations or Hedge Agreement Obligations); SIXTH, to the payment of the outstanding principal amount of the Obligations then (including the payment or cash collateralization of any outstanding Letters of Credit, but excluding any amounts owing in respect of Bank Product Obligations or Hedge Agreement Obligations); ​ SEVENTH, to all other Obligations which shall have become due and payable under this Agreement or the Operative Documentsother Loan Documents or otherwise and not repaid pursuant to clauses “FIRST” through “SIXTH” above, ratably among the Holders in proportion including, without limitation, all Bank Product Obligations and Hedge Agreement Obligations; and EIGHTH, to the respective payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts described 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 an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied pursuant to clauses “FIFTH”, “SIXTH” and “SEVENTH” above; (iii) notwithstanding anything to the contrary in this Fourth clause held by them; Section 9.2, no Swap Obligations of any Loan Party that is not a Qualified ECP Loan Party shall be paid with amounts received from such Loan Party under its guaranty of the Obligations (including sums received as a result of the exercise of remedies with respect to such guaranty) or from the proceeds of such Loan Party’s Collateral if such Swap Obligations would constitute Excluded Swap Obligaitons, 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 Qualified ECP Loan Parties with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with 9.2; and (aiv) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment extent that any amounts available for distribution pursuant to Section 5.2(a) or Section 5.2(c) clause “SIXTH” above are attributable to the issued but undrawn amount of the Notes outstanding Letters of Credit, such amounts shall be held by the Fourth Restatement Holders Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (bB) Section 5.3 then, following the expiration of any applicable Noteall Letters of Credit, to all other obligations of the types described in which case any repayment, redemption or prepayment to clauses “SIXTH” and “SEVENTH” above in the Holders that elect such repayment, redemption or prepayment manner provided in accordance with Section 5.3 of any applicable Note shall be allocated among such electing Holders in accordance with this Section 7.239.2.

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) All monies to be applied to the contraryObligations, all whether such monies represent voluntary payments under the Notes will be pari passu among the Notes with all repayments in respect of outstanding Obligations applied in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, reasonable and documented by one or invoiced expenses and other amounts (including fees, charges and disbursements of counsel to the Collateral Agent) payable to the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Third clause payable to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption more Obligors or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment are received pursuant to Section 5.2(a) demand for payment or Section 5.2(c) realized from any disposition of the Notes held by the Fourth Restatement Holders and (b) Section 5.3 of any applicable NoteCollateral, in which case any repayment, redemption or prepayment to the Holders that elect such repayment, redemption or prepayment in accordance with Section 5.3 of any applicable Note shall be allocated among Agent and such electing Holders of the Lenders as are entitled thereto (and, with respect to monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to Agent to pay principal and accrued interest on any portion of the Revolver Loans which Agent may have advanced on behalf of any Lender and for which Agent has not been reimbursed by such Lender or Borrower; (ii) second, to Fleet to pay the principal and accrued interest on any portion of the Settlement Loans outstanding, to be shared with Lenders that have acquired a participating interest in such Settlement Loans; (iii) third, to the extent that Fleet has not received from any Participating Lender a Participation Payment as required by SECTION 1.3.2 hereof; to Fleet to pay all amounts owing to Fleet pursuant to SECTION 1.3.2(II) hereof; (iv) fourth, to Agent to pay the amount of Extraordinary Expenses and any amounts owing to Agent pursuant to SECTION 14.10 hereof that have not been reimbursed to Agent by Borrower or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans; (v) fifth, to Agent to pay any Indemnified Amount that has not been paid to Agent by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans; (vi) sixth, to Agent to pay any fees due and payable to Agent, (vii) seventh, to Lenders for any Indemnified Amount that they have paid to Agent and any Extraordinary Expenses that they have reimbursed to Agent or themselves incurred, to the extent that Lenders have not been reimbursed by Obligors therefor; (viii) eighth, to Fleet to pay principal and interest with respect to LC Outstandings (or to the extent any of the LC Outstandings are contingent and an Event of Default then exists, deposited in the Cash Collateral Account to provide security for the payment of the LC Outstandings), which payment shall be shared with the Participating Lenders in accordance with SECTION 1.3.2(III) hereof; and (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any other Obligations then outstanding to be shared among Lenders on a Pro Rata basis, or on such other basis as may be agreed upon in writing by Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of Borrower). The allocations set forth in this Section 7.23SECTION 4.6 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of Borrower or any other Person.

Allocation of Payments. All monies to be applied to the Obligations, whether such monies represent voluntary payments by one or more Obligors or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among Agent and such of the Lenders as are entitled thereto (and, with respect to monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to Agent to pay principal and accrued interest on any portion of the Revolver Loans which Agent may have advanced on behalf of any Lender and for which Agent has not been reimbursed by such Lender or Borrower; (ii) second, to Agent to pay the amount of Extraordinary Expenses and amounts owing to Agent pursuant to SECTION 14.10 hereof that have not been reimbursed to Agent by Borrower or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans; (iii) third, to Agent to pay any Indemnified Amount that has not been paid to Agent by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans; (iv) fourth, to Agent to pay any fees due and payable to Agent; (v) fifth, to Lenders for any Indemnified Amount that they have paid to Agent and any Extraordinary Expenses that they have reimbursed to Agent or themselves incurred, to the extent that Lenders have not been reimbursed by Obligors therefor; (vi) sixth, to Fleet to pay principal and interest with respect to LC Outstandings, which payment shall be shared Pro Rata among Lenders; and (vii) seventh, to Lenders in payment of any other Obligations then outstanding to be shared among Lenders on a Pro Rata basis, or on such other basis as may be agreed upon in writing by Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of Borrower). The allocations set forth in this SECTION 4.5 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of Borrower or any other Person. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) to the contrary, all payments under the Notes will be pari passu among the Notes with all repayments in respect of outstanding Obligations applied Agent may, as provided in the following order: FirstFinancing Orders, to payment apply any proceeds of that portion of Collateral in existence on the Obligations constituting fees, indemnities, reasonable and documented or invoiced expenses and other amounts (including fees, charges and disbursements of counsel Petition Date to the Collateral Agent) payable Pre-Petition Debt before application of same to the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Third clause payable to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment pursuant to Section 5.2(a) or Section 5.2(c) of the Notes held by the Fourth Restatement Holders and (b) Section 5.3 of any applicable Note, in which case any repayment, redemption or prepayment to the Holders that elect such repayment, redemption or prepayment in accordance with Section 5.3 of any applicable Note shall be allocated among such electing Holders in accordance with this Section 7.23Obligations.

Allocation of Payments. Notwithstanding anything herein or Subject to the proviso contained in the Notes (other than as set forth in the proviso at the end last sentence of this Section 7.23) 4.2.1(ii), all monies to be applied to the contraryObligations, all whether such monies represent voluntary or mandatory payments under or prepayments by one or more Obligors or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among Agent and such of the Notes will be pari passu among the Notes Lenders as are entitled thereto (and, with all repayments in respect of outstanding Obligations applied in the following order: Firstto monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to payment of that Agent to pay principal and accrued interest on any portion of the Obligations constituting fees, indemnities, reasonable Revolver Loans which Agent may have advanced on behalf of any Lender and documented for which Agent has not been reimbursed by such Lender or invoiced expenses and other amounts Borrowers; (including fees, charges and disbursements of counsel to the Collateral Agentii) payable to the Collateral Agent in its capacity as such; Secondsecond, to payment of that Fleet to pay the principal and accrued interest on any portion of the Obligations constituting feesSettlement Loans outstanding, indemnities to be shared with Lenders that have acquired and other amounts paid for a participating interest in such Settlement Loans; (other than principal and interestiii) payable third, to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Thirdextent that Fleet has not received from any Participating Lender a payment as required by Section 1.3.2, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion Fleet to the respective amounts described in this Third clause payable to thempay all such required payments from each Participating Lender; and Fourth(iv) fourth, to payment Agent to pay the amount of that portion of the Obligations constituting unpaid principal of the Obligations then Extraordinary Expenses and amounts owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment Agent pursuant to Section 5.2(a14.10 that have not been reimbursed to Agent by Borrowers, the other Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agent to pay any Indemnified Amount that has not been paid to Agent by Obligors or Section 5.2(cLenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (vi) sixth, to Agent to pay any fees due and payable to Agent; (vii) seventh, to each Lender for any Indemnified Amount that such Lender has paid to Agent and any Extraordinary Expenses that such Lender has reimbursed to Agent or such Lender has incurred, to the extent that such Lender has not been reimbursed by Obligors therefor; (viii) eighth, to Fleet to pay principal and interest with respect to LC Outstandings (or to the extent any of the Notes held by LC Outstandings are contingent and an Event of Default then exists, deposited in the Fourth Restatement Holders and (b) Section 5.3 Cash Collateral Account to provide security for the payment of any applicable Notethe LC Outstandings), in which case any repayment, redemption or prepayment to payment shall be shared with the Holders that elect such repayment, redemption or prepayment Participating Lenders in accordance with Section 5.3 1.3.2(iii); (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans (other than Settlement Loans) and other Obligations (excluding Banking Relationship Debt) then outstanding; and (x) tenth, to the payment of any applicable Note shall be allocated among such electing Holders unpaid Banking Relationship Debt. The allocations set forth in accordance with this Section 7.234.6 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of either Borrower or any other Person.

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) All monies to be applied to the contraryObligations, all whether such monies represent voluntary payments under by one or more Obligors or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among Agent and such of the Notes will be pari passu among the Notes Lenders as are entitled thereto (and, with all repayments in respect of outstanding Obligations applied in the following order: Firstto monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to payment of that Agent to pay principal and accrued interest on any portion of the Obligations constituting fees, indemnities, reasonable Revolver Loans which Agent may have advanced on behalf of any Lender and documented for which Agent has not been reimbursed by such Lender or invoiced expenses and other amounts Borrower; (including fees, charges and disbursements of counsel to the Collateral Agentii) payable to the Collateral Agent in its capacity as such; Secondsecond, to payment of that BofA to pay the principal and accrued interest on any portion of the Obligations constituting fees, indemnities Settlement Loans and other amounts 1995 Bonds (other than principal and interest) payable to the Holders extent due) outstanding, to be shared with Lenders that have acquired a participating interest in such Settlement Loans and 1995 Bonds; (including feesiii) third, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Thirdextent that Issuing Bank has not received from any Participating Lender a payment as required by Section 1.3.2 hereof, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion Issuing Bank to the respective pay all amounts described in this Third clause payable owing to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment Issuing Bank pursuant to Section 5.2(a1.3.2(ii) hereof; (iv) fourth, to Agent to pay the amount of Extraordinary Expenses and amounts owing to Agent pursuant to Section 14.10 hereof that have not been reimbursed to Agent by Borrower or Section 5.2(cLenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agent to pay any Indemnified Amount that has not been paid to Agent by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (vi) sixth, to Agent to pay any fees due and payable solely to Agent; (vii) seventh, to Lenders for any Indemnified Amount that they have paid to Agent and any Extraordinary Expenses that they have reimbursed to Agent or themselves incurred, to the extent that Lenders have not been reimbursed by Obligors therefor; (viii) eighth, to Issuing Bank to pay principal and interest with respect to LC Obligations (or to the extent any of the Notes held by LC Obligations are contingent and an Event of Default then exists, deposited in the Fourth Restatement Holders and (b) Section 5.3 Cash Collateral Account to provide security for the payment of any applicable Notethe LC Obligations), in which case any repayment, redemption or prepayment to payment shall be shared with the Holders that elect such repayment, redemption or prepayment Participating Lenders in accordance with Section 5.3 1.3.2(iii) hereof; (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and in payment of any applicable Note shall other Obligations (other than the Obligations described in clause (x) below) then outstanding to be allocated shared among Lenders on a Pro Rata basis or on such other basis as may be agreed upon in writing by Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of Borrower); and (x) tenth, to the Secured Parties in payment of any Bank Product Debt, to be shared among such electing Holders Secured Parties ratably. The allocations set forth in accordance with this Section 7.234.6.1 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of Borrower or any other Person.

Allocation of Payments. Notwithstanding anything herein any other provisions of the Loan Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Security Trustee or any Lender on account of the Obligations 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 and expenses actually incurred) of the Security Trustee in connection with enforcing the rights of the Security Trustee under the Operative Documents; SECOND, to payment of any fees owed to any Transaction Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees and expenses actually incurred) of each of the Lenders in connection with enforcing its rights under the Operative Documents or otherwise with respect to the Obligations owing to such Lender (it being understood, however, that (i) the Original Series A Lender, the Original Series B Lender and their respective Affiliates shall use joint counsel, and (ii) all other Lenders shall use reasonable endeavors to select joint counsel, but may retain separate counsel if in the Notes reasonable judgment of such other Lenders joint counsel would not be able to provide effective representation, whether due to conflicts of interest among such Lenders, a conflict of interest between the proposed joint counsel's representation of any Lender and its representation of any other client, or for any other reason); FOURTH, to all other Obligations (other than as set forth in covered by Clause "FIFTH", "SIXTH" and "SEVENTH" below) which shall have become due and payable under the proviso at the end of this Section 7.23) Operative Documents or otherwise and not repaid pursuant to clauses "FIRST" through "THIRD" above; and FIFTH, to the contrarypayment of all accrued interest on the Obligations; SIXTH, all payments to the payment of LIBOR Breakage Costs, if any, due under the Notes will be pari passu among the Notes with all repayments Loan Agreement in respect of the Loan; SEVENTH, to the payment of the outstanding Obligations principal amount of the Loan; EIGHTH, so long as the Lien of the Subordinated Mortgage has not been discharged, to the Subordinated Trustee to be held as security under the Subordinated Mortgage; 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 following order: First, numerical order provided until exhausted prior to payment of that portion of the Obligations constituting fees, indemnities, reasonable and documented or invoiced expenses and other amounts (including fees, charges and disbursements of counsel application to the Collateral Agentnext succeeding category and (ii) payable if amounts available are insufficient to pay all amounts due within any category, such available amounts shall be paid pro rata to the Collateral Agent in its capacity as such; Second, parties entitled thereto based upon the amount due under such category to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Third clause payable to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of each such repayment, redemption or prepayment pursuant to Section 5.2(a) or Section 5.2(c) of the Notes held by the Fourth Restatement Holders and (b) Section 5.3 of any applicable Note, in which case any repayment, redemption or prepayment to the Holders that elect such repayment, redemption or prepayment in accordance with Section 5.3 of any applicable Note shall be allocated among such electing Holders in accordance with this Section 7.23party.

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) All monies to be applied to the contraryObligations, all whether such monies represent voluntary or mandatory payments under or prepayments by one or more Obligors or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among Agents and such of the Notes will be pari passu among the Notes Lenders as are entitled thereto (and, with all repayments in respect of outstanding Obligations applied in the following order: Firstto monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to payment of that Administrative Agent to pay principal and accrued interest on any portion of the Obligations constituting fees, indemnities, reasonable Revolver Loans which Administrative Agent may have advanced on behalf of any Lender and documented for which Administrative Agent has not been reimbursed by such Lender or invoiced expenses and other amounts Borrowers; (including fees, charges and disbursements of counsel to the Collateral Agentii) payable to the Collateral Agent in its capacity as such; Secondsecond, to payment of that Fleet to pay the principal and accrued interest on any portion of the Obligations constituting feesSettlement Loans outstanding, indemnities to be shared with Lenders that have acquired and other amounts paid for a participating interest in such Settlement Loans; (other than principal and interestiii) payable third, to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Thirdextent that Fleet has not received from any Participating Lender a payment as required by Section 1.3.2 hereof, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion Fleet to the respective amounts described in this Third clause payable to thempay all such required payments from each Participating Lender; and Fourth(iv) fourth, to payment Administrative Agent to pay the amount of that portion of the Obligations constituting unpaid principal of the Obligations then Extraordinary Expenses and amounts owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment Administrative Agent pursuant to Section 5.2(a14.10 hereof that have not been reimbursed to Administrative Agent by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agents to pay any Indemnified Amount that has not been paid to Agents by Obligors or Section 5.2(cLenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (vi) sixth, to Agents to pay any fees due and payable to Agents; (vii) seventh, to each Lender for any Indemnified Amount that such Lender has paid to Administrative Agent and any Extraordinary Expenses that such Lender has reimbursed to Administrative or such Lender has incurred, to the extent that such Lender has not been reimbursed by Obligors therefor; (viii) eighth, to Fleet to pay principal and interest with respect to LC Outstandings (or to the extent any of the Notes held by LC Outstandings are contingent and an Event of Default then exists, deposited in the Fourth Restatement Holders and (b) Section 5.3 Cash Collateral Account to provide security for the payment of any applicable Notethe LC Outstandings), in which case any repayment, redemption or prepayment to payment shall be shared with the Holders that elect such repayment, redemption or prepayment Participating Lenders in accordance with Section 5.3 1.3.2(iii) hereof; (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans (other than Settlement Loans) and other Obligations (excluding Banking Relationship Debt) then outstanding; and (x) tenth, to the payment of any applicable Note shall be allocated among such electing Holders Banking Relationship Debt. The allocations set forth in accordance with this Section 7.234.5 are solely to determine the rights and priorities of Agents and Lenders as among themselves and may be changed by Agents and Lenders without notice to or the consent or approval of any Borrower or any other Person.

Allocation of Payments. Notwithstanding anything herein Any amount received by the Administrative Agent or in the Notes Collateral Agent from any Credit Party (other than as set forth in or from the proviso at the end proceeds of this Section 7.23any Collateral) to the contrary, all payments under the Notes will be pari passu among the Notes with all repayments in respect of outstanding Obligations applied in the following order: First, to payment of that portion any acceleration of the Obligations constituting feesunder this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied (subject to the First Lien Intercreditor Agreement, indemnitiesif any): (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or invoiced Collateral Agent in connection with a collection or a sale of Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and other amounts (including feeslegal counsel, charges and disbursements the repayment of counsel to all advances made by the Collateral Agent) payable to Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in its capacity as suchconnection with the exercise of any right or remedy hereunder or under any other Credit Document; Second(ii) second, to payment the Secured Parties, an amount (x) equal to all Obligations (and, for this purpose, “Obligations” includes, solely with respect to any Secured Hedge Agreement entered into by a Restricted Non-Domestic Subsidiary, Secured Obligations (as defined in any Security Agreement and the Pledge Agreement) with respect to such Restricted Non-Domestic Subsidiary) owing to them on the date of that portion any distribution and (y) sufficient to Cash Collateralize all Letter of Credit Outstandings on the Obligations constituting feesdate of any distribution, indemnities and, if such moneys shall be insufficient to pay such amounts in full and other amounts Cash Collateralize all Letter of Credit Outstandings, then ratably (other than principal and interestwithout priority of any one over any other) payable to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them such Secured Parties in proportion to the respective unpaid amounts described in this Second clause payable thereof and to themCash Collateralize the Letter of Credit Outstandings; Thirdand (iii) third, any surplus then remaining shall be paid to payment the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that portion any amount applied to Cash Collateralize any Letter of Credit Outstandings that has not been applied to reimburse the Obligations constituting accrued and unpaid interest on the Obligations arising Letter of Credit Issuer for Unpaid Drawings under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Third clause payable to them; and Fourth, to payment applicable Letters of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted Credit at the time of expiration of all such repayment, redemption or prepayment pursuant to Section 5.2(a) or Section 5.2(c) Letters of the Notes held Credit shall be applied by the Fourth Restatement Holders and Administrative Agent in the order specified in clauses (bi) Section 5.3 of through (iii) above. Notwithstanding the foregoing, no amount received from any applicable Note, in which case any repayment, redemption or prepayment to the Holders that elect such repayment, redemption or prepayment in accordance with Section 5.3 of any applicable Note Guarantor shall be allocated among applied to any Excluded Swap Obligation of such electing Holders in accordance with this Section 7.23Guarantor. SECTION 12.

Allocation of Payments. Notwithstanding anything herein any other provisions of the Loan Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Security Trustee or any Lender on account of the Obligations 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 and expenses actually incurred) of the Security Trustee in connection with enforcing the rights of the Security Trustee under the Operative Documents; SECOND, to payment of any fees owed to any Transaction Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees and expenses actually incurred) of each of the Lenders in connection with enforcing its rights under the Operative Documents or otherwise with respect to the Obligations owing to such Lender (it being understood, however, that (i) the Original Series A Lender, the Original Series B Lender and their respective Affiliates shall use joint counsel, and (ii) all other Lenders shall use reasonable endeavors to select joint counsel, but may retain separate counsel if in the Notes reasonable judgment of such other Lenders joint counsel would not be able to provide effective representation, whether due to conflicts of interest among such Lenders, a conflict of interest between the proposed joint counsel's representation of any Lender and its representation of any other client, or for any other reason); FOURTH, to all other Obligations (other than as set forth in covered by Clause "FIFTH", "SIXTH" and "SEVENTH" below) which shall have become due and payable under the proviso at the end of this Section 7.23) Operative Documents or otherwise and not repaid pursuant to clauses "FIRST" through "THIRD" above; and FIFTH, to the contrarypayment of all accrued interest on the Obligations; SIXTH, all payments to the payment of LIBOR Breakage Costs, if any, due under the Notes will be pari passu among the Notes with all repayments Loan Agreement in respect of the Loan; SEVENTH, to the payment of the outstanding Obligations principal amount of the Loan; EIGHTH, so long as the Lien of the Subordinated Mortgage has not been discharged, to the Subordinated Trustee to be held as security under the Subordinated Mortgage; and 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 following order: First, numerical order provided until exhausted prior to payment of that portion of the Obligations constituting fees, indemnities, reasonable and documented or invoiced expenses and other amounts (including fees, charges and disbursements of counsel application to the Collateral Agentnext succeeding category and (ii) payable if amounts available are insufficient to pay all amounts due within any category, such available amounts shall be paid pro rata to the Collateral Agent parties entitled thereto based upon the amount due under such category to each such party or, in its capacity as such; Secondthe case of Clauses FOURTH, to payment of that portion of the Obligations constituting feesFIFTH and SIXTH, indemnities and other amounts (other than principal and interest) payable to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably applied among the Holders in proportion to the respective amounts described in this Third clause payable to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made parties entitled thereto in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment pursuant to Section 5.2(a) or Section 5.2(c) written instructions of the Notes held by Administrative Agent (as defined in the Fourth Restatement Holders and (b) Section 5.3 of any applicable Note, in which case any repayment, redemption or prepayment to the Holders that elect such repayment, redemption or prepayment in accordance with Section 5.3 of any applicable Note shall be allocated among such electing Holders in accordance with this Section 7.23Loan Agreement).

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) All monies to be applied to the contraryObligations, all whether such monies represent voluntary payments under by one or more Obligors or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among Agent and such of the Notes will be pari passu among the Notes Lenders as are entitled thereto (and, with all repayments in respect of outstanding Obligations applied in the following order: Firstto monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to payment of that Agent to pay principal and accrued interest on any portion of the Obligations constituting fees, indemnities, reasonable Revolver Loans which Agent may have advanced on behalf of any Lender and documented for which Agent has not been reimbursed by such Lender or invoiced expenses and other amounts Borrower; (including fees, charges and disbursements of counsel to the Collateral Agentii) payable to the Collateral Agent in its capacity as such; Secondsecond, to payment of that Fleet to pay the principal and accrued interest on any portion of the Obligations constituting feesSettlement Loans outstanding, indemnities and other amounts to be shared with Lenders that have acquired a participating interest in such Settlement Loans; (other than principal and interestiii) payable third, to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Thirdextent that Fleet has not received from any Participating Lender a payment as required by Section 1.3.2 hereof, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion Fleet to the respective pay all amounts described in this Third clause payable owing to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment Fleet pursuant to Section 5.2(a1.3.2(ii) hereof; (iv) fourth, to Agent to pay the amount of Extraordinary Expenses and amounts owing to Agent pursuant to Section 14.10 hereof that have not been reimbursed to Agent by Borrower or Section 5.2(cLenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agent to pay any Indemnified Amount that has not been paid to Agent by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (vi) sixth, to Agent to pay any fees due and payable to Agent; (vii) seventh, to Lenders for any Indemnified Amount that they have paid to Agent and any Extraordinary Expenses that they have reimbursed to Agent or themselves incurred, to the extent that Lenders have not been reimbursed by Obligors therefor; (viii) eighth, to Fleet to pay principal and interest with respect to LC Outstandings (or to the extent any of the Notes held by LC Outstandings are contingent and an Event of Default then exists, deposited in the Fourth Restatement Holders and (b) Section 5.3 Cash Collateral Account to provide security for the payment of any applicable Notethe LC Outstandings), in which case any repayment, redemption or prepayment to payment shall be shared with the Holders that elect such repayment, redemption or prepayment Participating Lenders in accordance with Section 5.3 1.3.2(iii) hereof; (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any other Obligations (other than the Obligations described in clauses (iii) and (v) of such defined term and in clause (x) below) then outstanding to be shared among Lenders ratably in proportion to their respective shares of such Loans and other Obligations(other than the Obligations described in clauses (iii) and (v) of such defined term and in clause (x) below), or on such other basis as may be agreed upon in writing by Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of Borrowers); (x) tenth, to the Secured Parties in payment of any applicable Note shall Banking Relationship Debt, to be allocated shared among such electing Holders Secured Parties ratably; and (xi) eleventh, to the Secured Parties in accordance with payment of any of the Obligations described in clauses (iii) (other than Banking Relationship Debt, which is the subject of subsection (x) above in this Section 7.234.7.1) and (v) of such defined term, to be shared among the Secured Parties ratably. The allocations set forth in this Section 4.7 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of Borrower or any other Person.

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) All monies to be applied to the contrarySecured Obligations, all whether such monies represent voluntary payments under by the Notes will be pari passu among the Notes with all repayments in respect of outstanding Obligations applied in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, reasonable and documented Obligors or invoiced expenses and other amounts (including fees, charges and disbursements of counsel to the Collateral Agent) payable to the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Third clause payable to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment are received pursuant to Section 5.2(a) demand for payment or Section 5.2(c) realized from any disposition of the Notes held by the Fourth Restatement Holders and (b) Section 5.3 of any applicable NoteCollateral, in which case any repayment, redemption or prepayment to the Holders that elect such repayment, redemption or prepayment in accordance with Section 5.3 of any applicable Note shall be allocated among the Agent and such electing Holders of the Lenders and other holders of the Secured Obligations as are entitled thereto (and, with respect to monies allocated to the Lenders, on a Ratable basis unless otherwise provided in accordance with this Section 7.234.8(d)): (i) first, to Bank of America to pay principal and accrued interest on any portion of any Non-Ratable Loan which Bank of America may have advanced on behalf of any Lender (other than itself) and for which Bank of America has not been reimbursed by such Lender or the Obligors; (ii) second, to the Agent to pay the amount of expenses that have not been reimbursed to the Agent by the Obligors or the Lenders, together with interest accrued thereon; (iii) third, to the Agent to pay any indemnified amount that has not been paid to the Agent by the Obligors or the Lenders, together with interest accrued thereon; (iv) fourth, to the Agent to pay any fees due and payable to the Agent under this Agreement; (v) fifth, to the Lenders for any indemnified amount that they have paid to the Agent and for any expenses that they have reimbursed to the Agent; (vi) sixth, to the Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any other Secured Obligations then outstanding and held by any Lender to be shared among the Lenders on a Ratable basis, or on such other basis as may be agreed upon in writing by all of the Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of the Obligors), and (vii) seventh, to the holders of the other Secured Obligations who are not Lenders on a pro rata basis. The allocations set forth in this Section 4.8(d) are solely to determine the rights and priorities of the Agent and the Lenders as among themselves and may be changed by the Agent and the Lenders without notice to, or the consent or approval of, the Obligors or any other Person. Whenever allocation is made pursuant to this Section 4.8(d) to the holder of Secured Obligations in which another Lender acquires a participation, the monies received by such holder shall be shared as between such holder and such participants on a Ratable basis.

Allocation of Payments. Notwithstanding anything herein any other provisions of the Indemnity Agreement to the contrary, after the occurrence and during the continuance of a Subordinated Event of Default, all amounts collected or received by the Security Trustee or any other Secured Party on account of the Obligations 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 and expenses actually incurred) of the Security Trustee in connection with enforcing the Notes rights of the Security Trustee under the Operative Documents; SECOND, to payment of any fees owed to the Security Trustee; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees and expenses actually incurred by joint counsel for the Beneficiaries) of each of the Beneficiaries in connection with enforcing its rights under the Operative Documents or otherwise with respect to the Obligations owing to such Beneficiary; FOURTH, to all other Obligations (other than as set forth in covered by Clause "FIFTH", "SIXTH" and "SEVENTH" below) which shall have become due and payable under the proviso at Operative Documents or otherwise and not repaid pursuant to clauses "FIRST" through "THIRD" above; and FIFTH, to the end payment of all accrued interest on the Obligations; SIXTH, to the payment of the Guaranteed Amount then due and unpaid; SEVENTH, to be held by the Security Trustee as cash collateral pursuant to this Mortgage until the Lien of this Section 7.23) Mortgage shall have been terminated; and EIGHTH, to the contrarypayment of the surplus, all payments under if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the Notes will foregoing, (i) amounts received shall be pari passu among the Notes with all repayments in respect of outstanding Obligations applied in the following order: First, numerical order provided until exhausted prior to payment of that portion of the Obligations constituting fees, indemnities, reasonable and documented or invoiced expenses and other amounts (including fees, charges and disbursements of counsel application to the Collateral Agentnext succeeding category and (ii) payable if amounts available are insufficient to pay all amounts due within any category, such available amounts shall be paid pro rata to the Collateral Agent parties entitled thereto based upon the amount due under such category to each such party or, in its capacity as such; Secondthe case of Clauses FOURTH, to payment of that portion of the Obligations constituting feesFIFTH and SIXTH, indemnities and other amounts (other than principal and interest) payable to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably applied among the Holders in proportion to the respective amounts described in this Third clause payable to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made parties entitled thereto in accordance with (a) Section 5.2(b) written instructions of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment pursuant to Section 5.2(a) or Section 5.2(c) of the Notes held by the Fourth Restatement Holders and (b) Section 5.3 of any applicable Note, in which case any repayment, redemption or prepayment to the Holders that elect such repayment, redemption or prepayment in accordance with Section 5.3 of any applicable Note shall be allocated among such electing Holders in accordance with this Section 7.23GECC.

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) All monies to be applied to the contraryObligations, all whether such monies represent voluntary payments under the Notes will be pari passu among the Notes with all repayments in respect of outstanding Obligations applied in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, reasonable and documented by one or invoiced expenses and other amounts (including fees, charges and disbursements of counsel to the Collateral Agent) payable to the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Third clause payable to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption more Obligors or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment are received pursuant to Section 5.2(a) demand for payment or Section 5.2(c) realized from any disposition of the Notes held by the Fourth Restatement Holders and (b) Section 5.3 of any applicable NoteCollateral, in which case any repayment, redemption or prepayment to the Holders that elect such repayment, redemption or prepayment in accordance with Section 5.3 of any applicable Note shall be allocated among Agent and such electing Holders of the Lenders as are entitled thereto (and, with respect to monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to Agent to pay principal and accrued interest on any portion of the Revolver Loans which Agent may have advanced on behalf of any Lender and for which Agent has not been reimbursed by such Lender or Borrower; (ii) second, to Fleet to pay the principal and accrued interest on any portion of the Settlement Loans and 1995 Bonds (to the extent due) outstanding, to be shared with Lenders that have acquired a participating interest in such Settlement Loans and 1995 Bonds; (iii) third, to the extent that Fleet has not received from any Participating Lender a payment as required by SECTION 1.3.2 hereof, to Fleet to pay all amounts owing to Fleet pursuant to SECTION 1.3.2(ii) hereof; (iv) fourth, to Agent to pay the amount of Extraordinary Expenses and amounts owing to Agent pursuant to SECTION 14.10 hereof that have not been reimbursed to Agent by Borrower or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agent to pay any Indemnified Amount that has not been paid to Agent by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (vi) sixth, to Agent to pay any fees due and payable solely to Agent; (vii) seventh, to Lenders for any Indemnified Amount that they have paid to Agent and any Extraordinary Expenses that they have reimbursed to Agent or themselves incurred, to the extent that Lenders have not been reimbursed by Obligors therefor; (viii) eighth, to Fleet to pay principal and interest with respect to LC Obligations (or to the extent any of the LC Obligations are contingent and an Event of Default then exists, deposited in the Cash Collateral Account to provide security for the payment of the LC Obligations), which payment shall be shared with the Participating Lenders in accordance with SECTION 1.3.2(iii) hereof; (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and in payment of any other Obligations (other than the Obligations described in clause (x) below) then outstanding to be shared among Lenders on a Pro Rata basis or on such other basis as may be agreed upon in writing by Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of Borrower); and (x) tenth, to the Secured Parties in payment of any Banking Relationship Debt, to be shared among such Secured Parties ratably. The allocations set forth in this Section 7.23SECTION 4.6 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of Borrower or any other Person.

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) All monies to be applied to the contrarySecured Obligations, all whether such monies represent voluntary payments under by the Notes will be pari passu among the Notes with all repayments in respect of outstanding Obligations applied in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, reasonable and documented Obligors or invoiced expenses and other amounts (including fees, charges and disbursements of counsel to the Collateral Agent) payable to the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Third clause payable to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment are received pursuant to Section 5.2(a) demand for payment or Section 5.2(c) realized from any disposition of the Notes held by the Fourth Restatement Holders and (b) Section 5.3 of any applicable NoteCollateral, in which case any repayment, redemption or prepayment to the Holders that elect such repayment, redemption or prepayment in accordance with Section 5.3 of any applicable Note shall be allocated among the Agent and such electing Holders of the Lenders and other holders of the Secured Obligations as are entitled thereto (and, with respect to monies allocated to the Lenders, on a Ratable basis unless otherwise provided in accordance this SECTION 4.8(D)): (i) first, to NationsBank to pay principal and accrued interest on any portion of any Non-Ratable Loan which NationsBank may have advanced on behalf of any Lender (other than itself) and for which NationsBank has not been reimbursed by such Lender or the Obligors; (ii) second, to the Agent to pay the amount of expenses that have not been reimbursed to the Agent by the Obligors or the Lenders, together with interest accrued thereon; (iii) third, to the Agent to pay any indemnified amount that has not been paid to the Agent by the Obligors or the Lenders, together with interest accrued thereon; (iv) fourth, to the Agent to pay any fees due and payable to the Agent under this Section 7.23Agreement; (v) fifth, to the Lenders for any indemnified amount that they have paid to the Agent and for any expenses that they have reimbursed to the Agent; (vi) sixth, to the Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any other Secured Obligations then outstanding and held by any Lender to be shared among the Lenders on a Ratable basis, or on such other basis as may be agreed upon in writing by all of the Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of the Obligors), and (vii) seventh, to the holders of the other Secured Obligations who are not Lenders on a pro rata basis. The allocations set forth in this SECTION 4.8(D) are solely to determine the rights and priorities of the Agent and the Lenders as among themselves and may be changed by the Agent and the Lenders without notice to, or the consent or approval of, the Obligors or any other Person. Whenever allocation is made pursuant to this SECTION 4.8(D) to the holder of Secured Obligations in which another Lender acquires a participation, the monies received by such holder shall be shared as between such holder and such participants on a Ratable basis.

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) All monies to be applied to the contraryObligations, all whether such monies represent voluntary payments under by one or more Obligors or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among Agent and such of the Notes will be pari passu among the Notes Lenders as are entitled thereto (and, with all repayments in respect of outstanding Obligations applied in the following order: Firstto monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to payment of that Agent to pay principal and accrued interest on any portion of the Obligations constituting fees, indemnities, reasonable Revolver Loans which Agent may have advanced on behalf of any Lender and documented for which Agent has not been reimbursed by such Lender or invoiced expenses and other amounts Borrower; (including fees, charges and disbursements of counsel to the Collateral Agentii) payable to the Collateral Agent in its capacity as such; Secondsecond, to payment of that Bank to pay the principal and accrued interest on any portion of the Obligations constituting feesSettlement Loans outstanding, indemnities and other amounts to be shared with Lenders that have acquired a participating interest in such Settlement Loans; (other than principal and interestiii) payable third, to the Holders (including feesextent that the Letter of Credit Issuer has not received from any Participating Lender a payment as required by Section 1.3.7 hereof, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion Letter of Credit Issuer to pay all amounts owing to the respective amounts described in this Second clause payable to them; Third, to payment Letter of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Third clause payable to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held by them; provided, that this Section 7.23 shall not apply to any repayment, redemption or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment Credit Issuer pursuant to Section 5.2(a1.3.7 hereof; (iv) fourth, to Agent to pay the amount of Extraordinary Expenses and amounts owing to Agent pursuant to Section 14.10 hereof that have not been reimbursed to Agent by Borrower or Section 5.2(cLenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agent to pay any Indemnified Amount that has not been paid to Agent by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (vi) sixth, to Agent to pay any fees due and payable to Agent; (vii) seventh, to Lenders for any Indemnified Amount that they have paid to Agent and any Extraordinary Expenses that they have reimbursed to Agent or themselves incurred, to the extent that Lenders have not been reimbursed by Obligors therefor; (viii) eighth, to the Letter of Credit Issuer to pay principal and interest with respect to Letter of Credit Outstandings (or to the extent any of the Notes held by Letter of Credit Outstandings are contingent and an Event of Default then exists, deposited in the Fourth Restatement Holders and (b) Section 5.3 Cash Collateral Account to provide security for the payment of any applicable Notethe Letter of Credit Outstandings), in which case any repayment, redemption or prepayment to payment shall be shared with the Holders that elect such repayment, redemption or prepayment Participating Lenders in accordance with Section 5.3 1.3.7(iii) hereof; (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any applicable Note shall other Obligations (other than Bank Product Obligations) then outstanding to be allocated shared among Lenders on a Pro Rata basis or on such electing Holders other basis as may be agreed upon in accordance with writing by Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of Borrowers); and (x) tenth, to Lenders in payment of Bank Product Obligations to be shared among Lenders on a pro rata basis based upon each Lender’s outstanding amount of Bank Product Obligations. The allocations set forth in this Section 7.234.6 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of Borrower or any other Person.

Allocation of Payments. Notwithstanding anything herein or in the Notes (other than as set forth in the proviso at the end of this Section 7.23) All monies to be applied to the contraryObligations, all whether such monies represent voluntary or mandatory payments under the Notes will be pari passu among the Notes with all repayments in respect of outstanding Obligations applied in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, reasonable and documented or invoiced expenses and other amounts (including fees, charges and disbursements of counsel to the Collateral Agent) payable to the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Holders (including fees, charges and disbursements of counsel to the respective Holders) arising under the Operative Documents, ratably among them in proportion to the respective amounts described in this Second clause payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations arising under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Third clause payable to them; and Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations then owing under the Operative Documents, ratably among the Holders in proportion to the respective amounts described in this Fourth clause held prepayments by them; provided, that this Section 7.23 shall not apply to any repayment, redemption one or prepayment made in accordance with (a) Section 5.2(b) of any applicable Note to a Specified Holder if repayment, redemption more Obligors or prepayment to the Fourth Restatement Holders is not permitted at the time of such repayment, redemption or prepayment are received pursuant to Section 5.2(a) demand for payment or Section 5.2(c) realized from any disposition of the Notes held by the Fourth Restatement Holders and (b) Section 5.3 of any applicable NoteCollateral, in which case any repayment, redemption or prepayment to the Holders that elect such repayment, redemption or prepayment in accordance with Section 5.3 of any applicable Note shall be allocated among Agent and such electing Holders of the Lenders as are entitled thereto (and, with respect to monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to Agent to pay principal and accrued interest on any portion of the Revolver Loans which Agent may have advanced on behalf of any Lender and for which Agent has not been reimbursed by such Lender or Borrowers; (ii) second, to Fleet to pay the principal and accrued interest on any portion of the Settlement Loans outstanding, to be shared with Lenders that have acquired and paid for a participating interest in such Settlement Loans; (iii) third, to the extent that Fleet has not received from any Participating Lender a payment as required by SECTION 1.3.2 hereof, to Fleet to pay all such required payments from each Participating Lender; (iv) fourth, to Agent to pay the amount of Extraordinary Expenses and amounts owing to Agent pursuant to SECTION 14.10 hereof that have not been reimbursed to Agent by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agent to pay any Indemnified Amount that has not been paid to Agent by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (vi) sixth, to Agent to pay any fees due and payable to Agent; (vii) seventh, to each Lender for any Indemnified Amount that such Lender has paid to Agent and any Extraordinary Expenses that such Lender has reimbursed to Agent or such Lender has incurred, to the extent that such Lender has not been reimbursed by Obligors therefor; (viii) eighth, to Fleet to pay principal and interest with respect to LC Outstandings (or to the extent any of the LC Outstandings are contingent and an Event of Default then exists, deposited in the Cash Collateral Account to provide security for the payment of the LC Outstandings), which payment shall be shared with the Participating Lenders in accordance with SECTION 1.3.2(iii) hereof; (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans (other than settlement Loans) then outstanding; (x) tenth, to Lenders in payment of any unpaid principal and accrued interest with respect to any of the remaining Obligations (other than the Obligations described in clause (xi) below) to be shared among Agent and Lenders ratably in proportion to their respective shares of such Loans and other Obligations (other than the Obligations described in clause (xi) below), or on such other basis as may be agreed upon in writing by Agent and Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of Borrower); and (xi) eleventh, to Bank, any Lender or any Affiliate thereof in payment of any Banking Relationship Debt, to be shared among Bank, Lenders and any Affiliates thereof ratably. The allocations set forth in this Section 7.23SECTION 4.6 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of any Borrower or any other Person.