Common use of Application of Funds Clause in Contracts

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and a L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), ) any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (excluding principal and interest but including fees, charges and disbursements of counsel to the Administrative Agent to the extent the Loan Parties are obligated to reimburse such amounts in accordance with the Loan Documents) and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under Issuer to the extent the Loan Parties are obligated to reimburse such amounts in accordance with the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (iib) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower applicable Loan Party or as otherwise required by Law. Subject ; provided that (i) subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occuroccur and (ii) all amounts collected or received by the Administrative Agent or any Lender from the Foreign Loan Parties shall be applied exclusively to the Obligations owing by the Foreign Loan Parties until the payment in full thereof. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. (a) After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received by the Administrative Agent on account of the Obligations shall shall, subject to the provisions of Sections 2.17 and 2.18, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and interest, Letter of Credit Fees, facility fees and utilization fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising under the Loan Documents Attorney Costs and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees Fees, facility fees, and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderBorrowings, ratably among the Lenders, Lenders and the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.03 and 2.17; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections 2.03(c) 2.03 and 2.142.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.17 and 2.18, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a each L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuers and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and a each L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakage, termination or other payments due Obligations then owing under any Swap Contract between Guaranteed Hedge Agreements and Loan Party and any Lender or Affiliate of a LenderGuaranteed Cash Management Agreements, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them, and to the payment of the maximum amount of all Bankers’ Acceptances then outstanding, such payment to be for the account of the applicable L/C Issuer (or to the extent Lenders have theretofore funded their participations in any such Bankers’ Acceptance, ratably among such Lenders in accordance with such funded participations); Fifth, to the Administrative Agent for the account of each L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Company pursuant to Sections 2.03 and 2.17; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Notwithstanding the foregoing, no amounts received from the Company shall be applied to Excluded Swap Obligations from the Company. Subject to Sections Section 2.03(c) and 2.142.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Notwithstanding the foregoing, Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements shall be made excluded from the application described above if the Administrative Agent has not received written notice thereof, together with respect such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to payments from other Loan Parties this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to preserve have acknowledged and accepted the allocation appointment of the Administrative Agent pursuant to Obligations otherwise set forth above in this Sectionthe terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. (a) After the exercise of remedies any remedy provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting all fees, indemnities, expenses and other amounts (including all reasonable fees, charges and disbursements of counsel to the Administrative Agent payable pursuant to Section 10.04 and amounts payable under Article III) payable due to the Administrative Agent in its capacity as such, until paid in full; Second, to payment of all amounts owing to the Swing Line Lender for outstanding Swing Line Loans until paid in full; Third, to that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest interest, fees and Letter of Credit Feesother Obligations expressly described in clauses Fourth through Sixth below) payable to the Lenders and a the L/C Issuer (including reasonable fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second Third payable to themthem until paid in full; ThirdFourth, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by thempayable to them until paid in full; Fifth, to (i) that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings and to Cash Collateralize that portion of L/C Obligations comprised of comprising the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by Borrowers and (ii) the payment of Credit Product Obligations (provided that funds from, and proceeds of Collateral owned by, any Person directly or indirectly liable for a Swap Obligation and that was not an “eligible contract participant” as defined in the Commodity Exchange Act at the time such Swap Obligation was incurred may not be used to satisfy such Swap Obligation), ratably among the Lenders, L/C Issuer and the Credit Product Providers in proportion to the respective amounts described in this clause Fifth payable to them until paid in full; Sixth, to all other Obligations of Borrowers owing under or in respect of the Loan Documents, in each case, that are due and payable to Administrative Agent and the other Lender Parties, or any of them, on such date (provided that funds from, and proceeds of Collateral owned by, any Person directly or indirectly liable for a Swap Obligation and that was not an “eligible contract participant” as defined in the Commodity Exchange Act at the time such Swap Obligation was incurred may not be used to satisfy such Swap Obligation), ratably based on the respective aggregate amounts of all such Obligations owing to Administrative Agent and the other Lender Parties on such date until paid in full; and Last, the balance, if any, after all Payment in Full of the Obligations have been indefeasibly paid in fullObligations, to the Borrower Borrowers or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14Notwithstanding the foregoing, amounts used to Cash Collateralize received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above Commodity Exchange Act) shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall not be applied to the other Obligations, if any, in the order set forth above. obligations that are Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this SectionObligations.

Application of Funds. After the exercise of remedies provided for in accordance with the provisions of Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be provide Cash Collateralized Collateral as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising under the Loan Documents Attorney Costs and amounts payable under Article III), ratably among them the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and a L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (iib) breakagethe Administrative Agent for the account of the L/C Issuer, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate to provide Cash Collateral for that portion of a Lenderthe L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer such parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize payment of that portion of L/C the Obligations comprised constituting obligations under Swap Contracts between any Borrower and any Lender or Affiliate of any Lender (including, without limitation, payment of breakage, termination or other amounts owing in respect of any Swap Contract between any Borrower and any Lender, or any Affiliate of a Lender, to the aggregate undrawn amount of Letters of Creditextent such Swap Contract is permitted hereunder); and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to provide Cash Collateralize Collateral for the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a the L/C Issuer Issuers (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or L/C Issuer) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate Obligations to Cash Collateralize L/C Obligations comprised of a Lenderthe aggregate undrawn amount of Letters of Credit, ratably among the LendersAdministrative Agent, Lenders and the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuers in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in cash in full, to the Borrower Borrowers or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: order (subject to any applicable intercreditor agreement): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer Issuers (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuers and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, to the extent due and payable, ratably among the Lenders and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakageamounts owing under Secured Hedge Agreements and Secured Cash Management Agreements, termination or other payments and which have become due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lenderowing, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with Notwithstanding the foregoing, no amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments any Guarantor shall be made with respect applied to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Sectionany Excluded Swap Obligation of such Guarantor.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and interest, Letter of Credit FeesFees and amounts owing under Guaranteed Swap Contracts and Guaranteed Cash Management Agreements) payable to the Lenders and a the L/C Issuer Issuers (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any L/C Issuer) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of (i) that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due that portion of the Obligations constituting amounts owing under any Guaranteed Swap Contract between Contracts and Loan Party and any Lender or Affiliate of a Lender, Guaranteed Cash Management Agreements ratably among the Lenders, the applicable Lenders (and Affiliates (with respect to clause (ii)thereof) and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.03 and 2.16 in proportion to the respective amounts described in this clause Fifth held by the L/C Issuers; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections 2.03(c) and 2.142.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Notwithstanding the foregoing, Obligations arising under Guaranteed Cash Management Agreements and Guaranteed Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments Contracts shall be made excluded from the application described above if the Administrative Agent has not received written notice thereof, together with respect such supporting documentation as the Administrative Agent may request, from the applicable Lender (or Affiliate of a Lender or a Person that was a Lender or an Affiliate of a Lender at the time such Swap Contract or Cash Management Agreement was entered into). Each Affiliate of a Lender not a party to payments from other Loan Parties this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to preserve have acknowledged and accepted the allocation appointment of the Administrative Agent pursuant to Obligations otherwise set forth above in this Sectionthe terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a L/C Issuer the Fronting Bank (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising under the Loan Documents Fronting Bank and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a L/C Issuer the Fronting Bank in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderBorrowings, ratably among the Lenders, Lenders and the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Fronting Bank in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the Fronting Bank and the Lenders, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.04 and 2.14; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans Obligations have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received from any Loan Party, from the liquidation of any Collateral, or on account of the Obligations shall shall, subject to the provisions of Section 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations (excluding the Other Liabilities) constituting fees, indemnitiesindemnities (including indemnities due under Section 10.03 hereof), expenses Credit Party Expenses and other amounts (including reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as suchAgent; Second, to payment of that portion of the Obligations (excluding the Other Liabilities) constituting feesindemnities (including indemnities due under Section 10.03 hereof), indemnities Credit Party Expenses, and other amounts (other than principal, interest and Letter of Credit Feesfees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel Credit Party Expenses to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to the extent not previously reimbursed by the Lenders, to payment to the Agent of that portion of the Obligations constituting principal and accrued and unpaid interest on any Permitted Overadvances; Fourth, to the extent that Swing Line Loans have not been refinanced by a Revolving Loan, payment to the Swing Line Lender of that portion of the Obligations constituting principal and accrued and unpaid interest on the Swing Line Loans; Fifth, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Revolving Loans and L/C Borrowings, and fees (including Letter of Credit Fees and Commitment Fees), ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by Fifth payable to them; FourthSixth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Revolving Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderBorrowings, ratably among the Lenders, Lenders and the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth Sixth held by them; FifthSeventh, to the Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Eighth, to payment of all other Obligations (including without limitation the cash collateralization of unliquidated indemnification obligations as provided in Section 10.11, but excluding any Other Liabilities), ratably among the Credit Parties in proportion to the respective amounts described in this clause Eighth held by them; Ninth, to payment of that portion of the Obligations arising from Cash Management Services, ratably among the Credit Parties in proportion to the respective amounts described in this clause Ninth held by them; Tenth, to payment of all other Obligations arising from Bank Products, ratably among the Credit Parties in proportion to the respective amounts described in this clause Tenth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Loan Parties or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Seventh above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this SectionSection 8.03.

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C BorrowingsBorrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Secured Swap Agreement, ratably among the Lenders Lenders, the Swap Banks and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and Borrowings, (iib) payment of breakage, termination or other payments payments, and any interest accrued thereon, due under any Secured Swap Contract between Agreement, (c) payments of amounts due under any Secured Treasury Management Agreement and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)d) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders, Swap Banks, Treasury Management Banks and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Obligations arising under Secured Treasury Management Agreements and Secured Swap Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Treasury Management Bank or Swap Bank, as the case may be. Each Treasury Management Bank or Swap Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 11.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.0211.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract (that relates solely to the Obligations) between and any Loan Party and Administrative Agent, any Lender or any Affiliate of Administrative Agent or a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Administrative Agent for the account of L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by Borrower pursuant to Sections 2.03 and 2.15; and Last, the balance, if any, after all of the Obligations (other than contingent indemnification obligations for which no claim in writing has been made) have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c2.03(f) and 2.142.15(d), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02)8.02) or if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Obligations then due hereunder, any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer Issuers (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any L/C Issuer)) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this Second clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and a the L/C Issuer Issuers in proportion to the respective amounts described in this Third clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate Obligations then owing to the Administrative Agent for the account of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; FifthIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, in each case ratably among the Administrative Agent, the Lenders and the L/C Issuers in proportion to the respective amounts described in this Fourth clause held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to the Fourth clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C BorrowingsBorrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Secured Swap Agreement, ratably among the Lenders Lenders, the Swap Banks and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and Borrowings, (iib) payment of breakage, termination or other payments payments, and any interest accrued thereon, due under any Secured Swap Contract between Agreement, (c) payments of amounts due under any Secured Treasury Management Agreement and Loan Party and any Lender or Affiliate (d) Cash Collateralize that portion of a LenderL/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders, Swap Banks, Treasury Management Banks and the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations (other than any contingent claims for indemnification or expense reimbursement not yet asserted) have been indefeasibly paid in full, to the Borrower Company (on behalf of the Borrowers) or as otherwise required by Law. Subject to Sections 2.03(c) and 2.142.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Obligations arising under Secured Treasury Management Agreements and Secured Swap Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Treasury Management Bank or Swap Bank, as the case may be. Each Treasury Management Bank or Swap Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer Issuers (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising under the Loan Documents Issuers and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, to the extent due and payable, ratably among the Lenders and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakageamounts owing under Secured Hedge Agreements and Secured Cash Management Agreements, termination or other payments and which have become due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lenderowing, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with Notwithstanding the foregoing, no amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments any Guarantor shall be made with respect applied to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Sectionany Excluded Swap Obligation of such Guarantor.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer Issuers (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuers and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C BorrowingsBorrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Guaranteed Swap Contract, ratably among the Lenders Lenders, Swap Banks and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and Borrowings, (iib) payment of breakage, termination or other payments payments, and any interest accrued thereon, due under any Guaranteed Swap Contract between Contract, (c) payments of amounts due under any Guaranteed Treasury Management Agreement and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)d) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders, Swap Banks, Treasury Management Banks and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party Guarantor shall not be paid with amounts received from such Loan Party Guarantor or such Loan Party’s Guarantor's assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Obligations arising under Guaranteed Treasury Management Agreements and Guaranteed Swap Agreements shall be excluded from the application described above if the Administrative Agent has not received a Guaranteed Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Treasury Management Bank or Swap Bank, as the case may be. Each Treasury Management Bank or Swap Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a "Lender" party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans and other Obligations have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs and amounts payable under Article ARTICLE III) payable to the Administrative Agent and the L/C Issuer in its capacity their respective capacities as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising under the Loan Documents Attorney Costs and amounts payable under Article ARTICLE III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and a L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakageBorrowings, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lender, in each case ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received by the Administrative Agent on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderBorrowings, ratably among the Lenders, Lenders and the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderBorrowings, ratably among the Lenders, Lenders and the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by any Borrower pursuant to Sections 2.03 and 2.15; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.142.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), or if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Obligations then due hereunder, any amounts received on account of the Obligations shall (including any amounts received in respect of a foreclosure or other exercise of remedies in respect of an Assigned Mortgage) shall, subject to the provisions of Sections 2.20 and 2.21, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; 153 Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakage, termination or other payments due Obligations then owing under any Swap Contract between Secured Hedge Agreements and Loan Party and any Lender or Affiliate of a LenderSecured Cash Management Agreements, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.05 and 2.20; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Subject to Sections 2.03(c2.05(c) and 2.142.20, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this SectionSection 8.03. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations Obligations, subject to the provisions of Sections 2.14 and 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principalprincipal and interest, interest and Letter of Credit but including L/C Maintenance Fees) payable to the Lenders and a the L/C Issuer Arranger (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C IssuerArranger) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowingsother Obligations arising under the Loan Documents, ratably among the Lenders and a the L/C Issuer Arranger in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings Loans, (b) payment of Obligations then owing under any Secured Hedge Agreements, and (iic) breakage, termination or other payments due payment of Obligations then owing under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderSecured Cash Management Agreements, ratably 100 among the Lenders, the applicable Affiliates (with respect to clause (ii)) Hedge Banks and a L/C Issuer the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party Guarantor shall not be paid with amounts received from such Loan Party Guarantor or such Loan Party’s its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to of Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. (a) After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received from any Domestic Loan Party, from the liquidation of any Collateral of any Domestic Loan Party, or on account of the Obligations (excluding the Canadian Liabilities), shall be applied by the Administrative Agent against the Obligations in the following order: First, to payment of that portion of the Obligations (excluding the Other Liabilities and the Canadian Liabilities) constituting fees, indemnities, expenses Credit Party Expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Co-Collateral Agents and amounts payable under Article III) payable to the Administrative Agent and the Co-Collateral Agents, each in its capacity as such; Second, to payment of that portion of the Obligations (excluding the Other Liabilities) constituting feesindemnities, indemnities Credit Party Expenses, and other amounts (other than principal, interest and Letter of Credit Feesfees) payable to the Domestic Lenders and a the L/C Issuer (on account of Domestic Letters of Credit) (including fees, charges and disbursements of counsel to the respective Domestic Lenders and a the L/C IssuerIssuer (on account of Domestic Letters of Credit) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to the extent not previously reimbursed by the Domestic Lenders, to payment to the Domestic Lenders of that portion of the Obligations constituting principal and accrued and unpaid interest on any Permitted Domestic Overadvances, ratably among the Domestic Lenders in proportion to the amounts described in this clause Third payable to them; Fourth, to the extent that Swing Line Loans made to the Domestic Borrowers have not been refinanced by a Committed Domestic Loan, payment to the Swing Line Lender of that portion of the Obligations constituting accrued and unpaid interest on the Swing Line Loans made to the Domestic Borrowers; Fifth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Domestic Loans, Domestic L/C Borrowings and other Obligations (other than the Canadian Liabilities), and fees (including Letter of Credit Fees and interest Fees, other than any fees due on the Loans and L/C Borrowingsaccount of any Canadian Letter of Credit), ratably among the Domestic Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by Fifth payable to them; FourthSixth, to the extent that Swing Line Loans made to the Domestic Borrowers have not been refinanced by a Committed Domestic Loan, to payment to the Swing Line Lender of that portion of the Obligations constituting unpaid principal of the Swing Line Loans made to the Domestic Borrowers; Seventh, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Domestic Loans and Domestic L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderBorrowings, ratably among the Lenders, Domestic Lenders and the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth Seventh held by them; FifthEighth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of Domestic L/C Obligations comprised of the aggregate undrawn amount of Domestic Letters of Credit; Ninth, subject to Section 8.03(c), to the Canadian Agent to be held by the Canadian Agent, for the ratable benefit of the Canadian Lenders as cash collateral to payment of that portion of the Canadian Liabilities (excluding the Other Canadian Liabilities) constituting fees, indemnities, Credit Party Expenses and other amounts (including fees, charges and disbursements of counsel to the Canadian Agent and amounts payable under Article III) payable to the Canadian Agent, in its capacity as such; Tenth, subject to Section 8.03(c), to the Canadian Agent to be held by the Canadian Agent, for the ratable benefit of the Canadian Lenders and the L/C Issuer as cash collateral to payment of that portion of the Canadian Liabilities (excluding the Other Canadian Liabilities) constituting indemnities, Credit Party Expenses, and other amounts (other than principal, interest and fees) payable to the Canadian Lenders and the L/C Issuer (on account of Canadian Letters of Credit) (including fees, charges and disbursements of counsel to the respective Domestic Lenders and the L/C Issuer (on account of Canadian Letters of Credit) and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Tenth payable to them; Eleventh, to the extent not previously reimbursed by the Canadian Lenders and subject to Section 8.03(c), to the Canadian Agent to be held by the Canadian Agent, for the ratable benefit of the Canadian Lenders as cash collateral to payment to the Canadian Lenders of that portion of the Canadian Liabilities constituting principal and accrued and unpaid interest on any Permitted Canadian Overadvances, ratably among the Canadian Lenders in proportion to the amounts described in this clause Eleventh payable to them; Twelfth, to the extent that Swing Line Loans made to the Canadian Borrower have not been refinanced by a Committed Canadian Loan and subject to Section 8.03(c), to the Canadian Agent to be held by the Canadian Agent, for the ratable benefit of the Canadian Lenders and the Swing Line Lender as cash collateral to payment to the Swing Line Lender of that portion of the Canadian Liabilities constituting accrued and unpaid interest on the Swing Line Loans made to the Canadian Borrower; Thirteenth, subject to Section 8.03(c), to the Canadian Agent to be held by the Canadian Agent, for the ratable benefit of the Canadian Lenders and the L/C Issuer as cash collateral to payment of that portion of the Canadian Liabilities constituting accrued and unpaid interest on the Canadian Loans, Canadian L/C Borrowings and other Canadian Liabilities, and fees (including Letter of Credit Fees not paid pursuant to clause Fifth above), ratably among the Canadian Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Thirteenth payable to them; Fourteenth, to the extent that Swing Line Loans made to the Canadian Borrower have not been refinanced by a Committed Canadian Loan and subject to Section 8.03(c), to the Canadian Agent to be held by the Canadian Agent, for the ratable benefit of the Canadian Lenders and the Swing Line Lender as cash collateral to payment to the Swing Line Lender of that portion of the Canadian Liabilities constituting unpaid principal of the Swing Line Loans made to the Canadian Borrower; Fifteenth, subject to Section 8.03(c), to the Canadian Agent to be held by the Canadian Agent, for the ratable benefit of the Canadian Lenders and the L/C Issuer as cash collateral to payment of that portion of the Canadian Liabilities constituting unpaid principal of the Canadian Loans and Canadian L/C Borrowings, ratably among the Canadian Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fifteenth held by them; Sixteenth, subject to Section 8.03(c), to the Canadian Agent to be held by the Canadian Agent, for the ratable benefit of the Canadian Lenders and the L/C Issuer, to Cash Collateralize that portion of Canadian L/C Obligations comprised of the aggregate undrawn amount of Canadian Letters of Credit; Seventeenth, to payment of all other Obligations (including without limitation the cash collateralization of unliquidated indemnification obligations for which a claim has been made as provided in Section 10.04, but excluding any Other Domestic Liabilities and Other Canadian Liabilities), ratably among the Credit Parties in proportion to the respective amounts described in this clause Seventeenth held by them; Eighteenth, to payment of that portion of the Obligations arising from Cash Management Services to the extent secured under the Security Documents, ratably among the Credit Parties in proportion to the respective amounts described in this clause Eighteenth held by them; Nineteenth, to payment of all other Obligations arising from Bank Products to the extent secured under the Security Documents, ratably among the Credit Parties in proportion to the respective amounts described in this clause Nineteenth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Domestic Loan Parties or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Domestic Letters of Credit pursuant to clause Fourth Eighth above shall be applied to satisfy drawings under such Domestic Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Domestic Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs and amounts payable under Article III) payable to the Administrative each Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising under the Loan Documents Attorney Costs and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and a L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and Borrowings, (iib) payment of breakage, termination or other payments payments, and any interest accrued thereon, due under any Swap Contract Secured Hedge Agreement and (c) payments of amounts due under any Treasury Management Agreement between and any Loan Party and any Lender an Agent, an Arranger, a Joint Bookrunner or a Lender, in each case at the time such applicable Treasury Management Agreement is entered into, or an Affiliate of a Lenderany of the foregoing, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuer, the Hedge Banks and any Affiliate of a Lender in proportion to the respective amounts described in this clause Fourth payable to or held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize 105% of that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C BorrowingsBorrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Secured Hedge Agreements, ratably among the Lenders (and, in the case of such Secured Hedge Agreements, Hedge Banks) and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and Borrowings, (iib) payment of breakage, termination or other payments payments, and any interest accrued thereon, due under any Swap Contract between Secured Hedge Agreement, (c) payments of amounts due under any Secured Cash Management Agreement and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)d) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and Hedge Banks and Cash Management Banks) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party Guarantor shall not be paid with the amounts received from such Loan Party Guarantor or such Loan Party’s assets, its assets but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings Borrowings, and (iib) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies (a) Except as provided for in Section 9.02 clause (or b) below, after the Loans any Advances have automatically become immediately due and payable and (or if proceeds have been received by the L/C Obligations have automatically been required Administrative Agent pursuant to be Cash Collateralized as set forth in the proviso to Section 9.02clause (b) below), any amounts received by the Administrative Agent on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent Agents and amounts payable under Article IIISections 2.07 and 2.08) payable to the Administrative each Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising under the Margin Loan Documents Documentation and amounts payable under Article IIISections 2.07 and 2.08, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans Advances and L/C Borrowingsother Obligations arising under the Margin Loan Documentation, ratably among the Lenders and a L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lender, Advances ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject ; provided that, if any Lender referred to Sections 2.03(cin clauses Second, Third or Fourth above is (whether at the time of such payment or at the time of the acceleration of the relevant Applicable Lender’s Advances), or has been at any time in the three months immediately preceding any such time, an “affiliate” (as defined in Rule 144 under the Securities Act) of any Issuer, then such Lender (i) shall notify the Administrative Agent thereof and 2.14(ii) notwithstanding anything to the contrary herein or in any other Margin Loan Documentation, amounts used will not be entitled to Cash Collateralize any payment of the aggregate undrawn amount proceeds from the sale by an Applicable Lender of Letters Collateral Shares issued by such Issuer (other than, for the avoidance of Credit doubt, proceeds from a sale by such Lender pursuant to Section 7.03(b) below). Each Lender acknowledges to and agrees with each other Lender and Agent that it will comply with its obligations under clause Fourth above shall be applied to satisfy drawings under such Letters (i) of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Sectionimmediately preceding proviso.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.17 and 2.18, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities indemnities, expenses and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C BorrowingsBorrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between the Borrower and any Lender, or any Affiliate of a Lender, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) Borrowings, payment of breakage, termination or other payments payments, and any interest accrued thereon, due under any Swap Contract between and Loan Party the Borrower and any Lender Lender, or any Affiliate of a LenderLender and amounts owing under Treasury Management Agreements, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders), the applicable Affiliates (with respect to clause (ii)) Treasury Management Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03, 2.06(d) and/or 2.17; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.142.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After If the circumstances described in Section 2.12(g) have occurred, or after the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), including in any bankruptcy or insolvency proceeding, any amounts received on account of the Obligations shall be applied by the Administrative Agent Agent, subject to any applicable intercreditor agreement entered into by the Agents pursuant to this Agreement that is then in effect, in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, Cash Management Obligations, and obligations under Secured Hedge Agreements, but including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative each Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principalprincipal and interest, interest Cash Management Obligations and Letter of Credit Feesobligations under Secured Hedge Agreements) payable to the Lenders and a L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising Attorney Costs payable under the Loan Documents Section 10.04 and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings(including, but not limited to, post-petition interest), ratably among the Lenders and a L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion the Administrative Agent for the account of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; FifthIssuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Unreimbursed Amounts, face amounts of the L/C Borrowings, Obligations under Secured Hedge Agreements and Cash Management Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fifth held by them; Sixth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap above and, if no Obligations with respect remain outstanding, returned to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this SectionBorrower.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall will, subject to Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderBorrowings, ratably among the Lenders, Lenders and the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.04 and 2.16; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c2.04(c) and 2.142.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall will be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall will be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and Letter of Credit Fees, but including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer Issuers (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any L/C Issuer)) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakage, termination or other payments due Obligations then owing under any Swap Contract between Secured Hedge Agreements and Loan Party and any Lender or Affiliate of a LenderSecured Cash Management Agreements, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Notwithstanding the foregoing, Obligations arising under Secured Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount Management Agreements and Secured Hedge Agreements shall be applied excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the other Obligations, terms of Article X hereof for itself and its Affiliates as if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Sectiona “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakage, termination or other payments due Obligations then owing under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderGuaranteed Hedging Obligations, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer and the Hedge Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.03 and 2.16; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14Section 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party Guarantor shall not be paid with amounts received from such Loan Party Guarantor or such Loan Party’s its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this SectionSection 8.03. Notwithstanding the foregoing, Obligations arising under Guaranteed Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Hedge Bank, as the case may be. Each Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer Issuers (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuers and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C BorrowingsBorrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Guaranteed Swap Agreement, ratably among the Lenders Lenders, Swap Banks and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and Borrowings, (iib) payment of breakage, termination or other payments payments, and any interest accrued thereon, due under any Guaranteed Swap Contract between Agreement, (c) payments of amounts due under any Guaranteed Treasury Management Agreement and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)d) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders, Swap Banks, Treasury Management Banks and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party Guarantor shall not be paid with amounts received from such Loan Party Guarantor or such Loan Party’s Guarantor's assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Obligations arising under Guaranteed Treasury Management Agreements and Guaranteed Swap Agreements shall be excluded from the application described above if the Administrative Agent has not received a Guaranteed Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Treasury Management Bank or Swap Bank, as the case may be. Each Treasury Management Bank or Swap Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a "Lender" party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.15 and Section 2.16 be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (iib) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders and the L/C Issuer, in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all the occurrence of the Obligations have been indefeasibly paid in fullTermination Date, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.142.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer Issuers (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuers and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, to the extent due and payable, ratably among the Lenders and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakageamounts owing under Secured Hedge Agreements and Secured Cash Management Agreements, termination or other payments and which have become due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lenderowing, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. 126 MSGN – A&R Credit Agreement (2019) Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with Notwithstanding the foregoing, no amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments any Guarantor shall be made with respect applied to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Sectionany Excluded Swap Obligation of such Guarantor.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderBorrowings, ratably among the Lenders, Lenders and the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the Lenders on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the Lenders on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderBorrowings, ratably among the Lenders, Lenders and the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.15; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.142.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued Bank Product Obligations (other than obligations under and in respect of lease financing or related services) and (ii) unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderBorrowings, ratably among the Lenders, the applicable Affiliates Hedge Banks (with and the other providers of Bank Product Obligations) in respect to clause (ii)) of Bank Product Obligations and a the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to all other Obligations; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14Section 2.03(g), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowingsother Obligations arising under the Loan Documents, and to Cash Collateralize any outstanding Letters of Credit, ratably among the Lenders and a and, in the case of Letters of Credit, the L/C Issuer Issuer, in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings Obligations then owing under Secured Hedge Agreements and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderSecured Cash Management Agreements, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) Hedge Banks and a L/C Issuer the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull (other than contingent obligations for which no claim has been made), to the Borrower or as otherwise required by Law. Subject Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to Sections 2.03(c) this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and 2.14, amounts used to Cash Collateralize accepted the aggregate undrawn amount appointment of Letters of Credit the Administrative Agent pursuant to clause Fourth above the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto. Further notwithstanding the foregoing, in no event shall be applied to satisfy drawings under such Letters the Administrative Agent apply any payments in respect of Credit as they occur. If the Obligations, or any amount remains on deposit as Cash Collateral after all Letters proceeds of Credit have either been fully drawn or expiredCollateral, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded payment of Swap Obligations if and to the extent that, with respect to any the Loan Party shall not be paid with amounts received from making such Loan Party payment, or owning such Loan Party’s assetsCollateral, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to such Swap Obligations otherwise set forth above in this Sectionconstitute Excluded Swap Obligations.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.14, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable fees, charges expenses and disbursements of any law firm or other external counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent under the Loan Documents in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a the L/C Issuer Issuers (including reasonable fees, charges expenses and disbursements of any law firm or other external counsel to the respective Lenders and a L/C Issuer) arising under the Loan Documents and amounts payable under Article III) under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit L/C Fees and interest on the Loans and Loans, L/C Borrowings, Reimbursement Loans and other Obligations arising under the Loan Documents ratably among the Lenders and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of ratably among the Obligations constituting (i) accrued and unpaid principal of the Loans Lenders and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuers in proportion to the respective amounts described in this clause Fourth held by them; Fifththem (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Reimbursement Loans, and (B) to Cash Collateralize that portion of the L/C Obligations comprised to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 2.14 or 2.15; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable L/C Issuer to Cash Collateralize L/C Obligations, (y) subject to Sections 2.14 and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of CreditCredit pursuant to this clause Fourth shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of Cash Collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 8.03; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this SectionARTICLE IX ADMINISTRATIVE AGENT Section 9.01.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), or after the commencement of any Liquidation, subject to the terms of the Intercreditor Agreement, any amounts received on account of the Obligations shall be applied (by the Administrative Agent as hereby instructed so to apply) in the following order: First, to payment in full of that portion of the Obligations (excluding the Other Liabilities) constituting fees, indemnities, expenses Credit Party Expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent, each in its capacity as such; Second, to payment in full of that portion of the Obligations (excluding the Other Liabilities) constituting feesindemnities, indemnities Credit Party Expenses, and other amounts (other than principal, interest and Letter of Credit Feesfees) payable to the Lenders and a the L/C Issuer Issuers (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuers and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to themthem in their capacities as such; Third, to payment in full to the Swing Line Lender of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and a L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.Swing Line Loans;

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, to the extent due and payable, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakageamounts owing under Secured Hedge Agreements and Secured Cash Management Agreements, termination or other payments and which have become due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lenderowing, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise acceleration of remedies the Obligations as provided for in Section 9.02 9.02(b) (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakage, termination or other payments due under Swap Contracts between any Swap Contract between and Loan Party and any Lender or Affiliate of a Lenderany Lender and to Cash Collateralize the undrawn amounts of Letters of Credit, ratably among the Lenders, Lenders and the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued Bank Product Obligations (other than obligations under and in respect of lease financing or related services) and (ii) unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderBorrowings, ratably among the Lenders, Lenders and the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to all other Obligations; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14Section 2.04(g), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, except Obligations relating to Swap Contracts, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings Borrowings, Obligations in respect of Secured Hedge Agreements, and (ii) breakage, termination or other payments due Obligations then owing under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderSecured Cash Management Agreements, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to payment of remaining portion of the Obligations, ratably among the Lenders and the Cash Management Banks in proportion to the respective amounts described in this clause Sixth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull in cash, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14Section 2.03(b), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as L/C Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Notwithstanding anything in the Loan Documents to the contrary and so long as the Intercreditor Agreement has not been terminated, (i) all mandatory prepayments made pursuant to Section 2.04(b) and payments and proceeds received from collateral securing the Obligations with respect and the Senior Secured Notes, or pursuant to any Loan Party Collateral Document shall not first be paid distributed in accordance with amounts received from such Loan Party or such Loan Party’s assetsthe terms of the Intercreditor Agreement to the extent applicable and (ii) Obligations arising under Secured Cash Management Agreements, but appropriate adjustments Secured Hedge Agreements and Fee Letters shall be made excluded from the application described above if the Administrative Agent has not received written notice thereof at least five Business Days prior to any such distribution of proceeds, together with respect such supporting documentation as the Administrative Agent may request, from the applicable Lender, Arranger, Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank, Hedge Bank or Arranger not a party to payments from other Loan Parties the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to preserve have (i) acknowledged and accepted the allocation appointment of the Administrative Agent pursuant to Obligations otherwise set forth above in this Sectionthe terms of Article IX hereof for itself and its Affiliates as if a Lender party hereto and (ii) accepted the terms of the Intercreditor Agreement and the appointment of Bank of America as the initial collateral agent under the Intercreditor Agreement.

Application of Funds. (a) After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Feesamounts owing pursuant to the Designated Swap Contracts) payable to the Lenders and a L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders (including fees and a L/C Issuer) time charges for attorneys who may be employees of any Lender arising under the Loan Documents Documents) and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowingsother Obligations arising under the Loan Documents and all Designated Swap Contracts including regularly scheduled payments on Designated Swap Contracts (but excluding Swap Termination Values), ratably among the Lenders and a L/C Issuer hedge counterparties in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderLoans, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) Lenders and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditSwap Termination Values on Designated Swap Contracts; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest but including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakage, termination or other payments due amounts owing under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderSecured Hedge Agreements, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer and the Hedge Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations (other than any Unmatured Surviving Obligations) have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above and thereafter applied as provided in this Sectionclause “Last” above.

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) Issuer arising under the Loan Credit Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C BorrowingsBorrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Credit Party or any Subsidiary and any Swap Contract Provider, to the extent such Swap Contract is permitted by Section 8.01(e), ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and Borrowings, (iib) payment of breakage, termination or other payments payments, and any interest accrued thereon, due under any Swap Contract between and Loan any Credit Party and any Lender or Affiliate of a LenderSwap Contract Provider, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective extent such Swap Contract is permitted by Section 8.01(e), (c) payments of amounts described in this clause Fourth held by them; Fifth, to due under any Treasury Management Agreement between any Credit Party and any Treasury Management Bank and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, in proportion to the respective amounts described in this clause Fourth, ratably among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Swap Contract Providers or Treasury Management Banks, as applicable) and the L/C Issuer; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Notwithstanding the foregoing, Obligations arising under Swap Obligations Contracts and Treasury Management Agreements may be excluded from the application described above without any liability to the Administrative Agent, if the Administrative Agent has not received written notice, together with respect such supporting documentation as the Administrative Agent may request, from the applicable Swap Contract Provider or Treasury Management Bank. Each Swap Contract Provider and Treasury Management Bank not a party to any Loan Party shall not this Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect deemed to payments from other Loan Parties have acknowledged and accepted the appointment of the Administrative Agent pursuant to preserve the allocation to Obligations otherwise set forth above in this Sectionterms of Article X for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakage, termination or other payments due Obligations then owing under any Swap Contract between Secured Hedge Agreements and Loan Party and any Lender or Affiliate of a LenderSecured Cash Management Agreements, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuer, the Hedge Banks, and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof two Business Days (or such shorter time as may be acceptable to the Administrative Agent) prior to the date that the Administrative Agent sets (by written notice to the Lenders) for such application, together with respect such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall be entitled to rely on, and shall not incur any Loan Party liability for relying upon, any notice received from a Cash Management Bank or a Hedge Bank regarding Secured Cash Management Agreements and Secured Hedge Agreements and shall not be paid with amounts received from such Loan Party responsible for or such Loan Party’s assetshave any duty to ascertain or inquire into the validity, but appropriate adjustments shall be made authenticity, or accuracy of any statement or representation contained therein or otherwise with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Sectionthereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02 ), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: FirstFirst , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIIIII ) payable to the Administrative Agent in its capacity as such; SecondSecond , to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer Issuers (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuers and amounts payable under Article IIIIII ), ratably among them in proportion to the respective amounts described in this clause Second payable to them; ThirdThird , to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, to the extent due and payable, ratably among the Lenders and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Third held by payable to them; FourthFourth , to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakageamounts owing under Secured Hedge Agreements and Secured Cash Management Agreements, termination or other payments and which have become due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lenderowing, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; FifthFifth , to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and LastLast , the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with Notwithstanding the foregoing, no amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments any Guarantor shall be made with respect applied to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Sectionany Excluded Swap Obligation of such Guarantor.

Application of Funds. After the exercise of remedies provided for in Section 9.02 SECTION 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02SECTION 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: FirstFIRST, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article ARTICLE III) payable to the Administrative Agent in its capacity as such; SecondSECOND, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, principal and interest and Letter of Credit FeesSwap Termination Values) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article ARTICLE III), ratably among them in proportion to the respective amounts described in this clause Second SECOND payable to them; ThirdTHIRD, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by THIRD payable to them; FourthFOURTH, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderBorrowings, ratably among the Lenders, Lenders and the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth FOURTH held by them; FifthFIFTH, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; SIXTH, to payment of Swap Termination Values owing to any Lender or any Affiliate of any Lender arising under Related Swap Contracts that shall have been terminated and Lastas to which the Administrative Agent shall have received notice of such termination and the Swap Termination Value thereof from the applicable Lender or Affiliate of a Lender; SEVENTH, to the payment of all other Obligations of the Borrowers owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the Lenders, or any of them, on such date, ratably based on the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the Lenders on such date; and LAST, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14SECTION 2.03(C), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth FIFTH above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) Issuer arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakage, termination or other payments due Obligations then owing under any Swap Contract between Contracts and Loan Party and any Lender or Affiliate of a LenderBank Product Agreements, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer Issuers (including fees, charges and disbursements of counsel to the respective Lenders and a any L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderBorrowings, ratably among the Lenders, Lenders and the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuers in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the applicable L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.03 and 2.16; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections 2.03(c) and 2.142.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans Notes have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), subject to the terms of the Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement and the BP Subordination 91 US-DOCS\136735424.9153072643.5 Agreement, any amounts received by any Purchaser or the Agent on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to counsel, and costs and expenses incurred in connection with any enforcement or realization of the Administrative Agent and amounts payable under Article IIICollateral) payable to the Administrative Agent in its capacity as suchAgent under the Note Documents; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, principal and interest and Letter of Credit Feesany applicable Make-Whole Premium) payable to the Lenders and a L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) Purchasers arising under the Loan Note Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C BorrowingsNotes, ratably among the Lenders and a L/C Issuer Purchasers in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and Notes (ii) breakage, termination or other payments due under including any Swap Contract between and Loan Party and any Lender or Affiliate of a Lendercapitalized PIK interest), ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Purchasers in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize payment of that portion of L/C the Obligations comprised of constituting the aggregate undrawn amount of Letters of CreditMake-Whole Premium, if any, ratably among the Purchasers in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Issuer or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent and Lead Collateral Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest and interest, Letter of Credit Fees, Cash Management Obligations and Swap Obligations) payable to the Lenders Lenders, each Co-Collateral Agent and a each L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders Lenders, each Co-Collateral Agent and a each L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender, Co-Collateral Agent or L/C Issuer) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations, (other than Obligations with respect to Swap Contracts and Cash Management Obligations), constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C Borrowings, Borrowings and other Obligations ratably among the Lenders and a each L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Secured Obligations constituting (i) accrued and Swap Obligations in the amount of the Swap Termination Value with respect thereto not to exceed the applicable Bank Product Reserve relating to such Swap Obligations or unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderBorrowings, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of each L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to payment of remaining portion of the Secured Obligations (including Cash Management Obligations and Swap Obligations not described above), ratably among the Secured Parties in proportion to the respective amounts described in this clause Sixth held by them; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities indemnities, expenses and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C BorrowingsBorrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between the Borrower and any Lender, or any Affiliate of a Lender, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) Borrowings, payment of breakage, termination or other payments payments, and any interest accrued thereon, due under any Swap Contract between and Loan Party the Borrower and any Lender Lender, or any Affiliate of a LenderLender and amounts owing under Treasury Management Agreements, ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders), the applicable Affiliates (with respect to clause (ii)) Treasury Management Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: 125 First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, to the extent due and payable, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakageamounts owing under Secured Hedge Agreements and Secured Cash Management Agreements, termination or other payments and which have become due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lenderowing, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with Notwithstanding the foregoing, no amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments any Guarantor shall be made with respect applied to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Sectionany Excluded Swap Obligation of such Guarantor.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest but including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakage, termination or other payments due amounts owing under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderSecured Hedge Agreements, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer and the Hedge Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of each L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of outstanding Letters of CreditCredit issued by such L/C Issuer; Sixth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of outstanding Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all outstanding Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer Issuers (including fees, charges and disbursements of counsel to the respective Lenders and a the applicable L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakage, termination or other payments due Obligations then owing under any Swap Contract between Secured Hedge Agreements and Loan Party and any Lender or Affiliate of a LenderSecured Cash Management Agreements, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law; provided that the foregoing shall be subject to any obligation under the Collateral Documents to make payments to holders of the Pari Passu Notes (as defined in the Security Agreement). Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Notwithstanding the foregoing, Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be made excluded from the application described above if the Administrative Agent has not received written notice thereof, together with respect such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to payments from other Loan Parties the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to preserve have acknowledged and accepted the allocation appointment of the Administrative Agent pursuant to Obligations otherwise set forth above in this Sectionthe terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including actual and reasonable fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including actual and reasonable fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of (a) that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, (b) accrued and unpaid interest and fees under the Singapore Overdraft Facility and (c) accrued and unpaid interest and fees under the Thai Overdraft Facility, ratably among the Lenders and a Lenders, the L/C Issuer Issuer, Bank of America (Singapore Branch) and Bank of America (Thailand Branch) in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and Borrowings, (iib) breakage, termination or other payments due payment of Obligations then owing under any Swap Contract between and Loan Party and Secured Hedge Agreements, (c) payment of Obligations then owing under any Lender or Affiliate of a LenderSecured Cash Management Agreements, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)d) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit and (e) payment of the unpaid principal of the Singapore Overdraft Facility and (f) payment of the unpaid principal of the Thai Overdraft Facility, ratably among the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, Bank of America (Singapore Branch) and Bank of America (Thailand Branch) in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C BorrowingsBorrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Secured Swap Agreement, ratably among the Lenders Lenders, the Swap Banks and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and Borrowings, (iib) payment of breakage, termination or other payments payments, and any interest accrued thereon, due under any Secured Swap Contract between Agreement, (c) payments of amounts due under any Secured Treasury Management Agreement or any Foreign Currency Agreement and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)d) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders, Swap Banks, Treasury Management Banks and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. In carrying out the foregoing, all amounts collected or received by the Administrative Agent or any Lender from the Dutch Borrower shall be applied exclusively to the Dutch Obligations. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Obligations arising under Secured Treasury Management Agreements and Secured Swap Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Treasury Management Bank or Swap Bank, as the case may be (unless such Treasury Management Bank or Swap Bank is the Administrative Agent or an Affiliate thereof). Each Treasury Management Bank or Swap Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest but including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent Agents in its capacity their capacities as suchsuch ratably among them in proportion to the amounts described in this clause First payable to them; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due obligations under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderSecured Hedge Agreements, ratably among the Lenders, Lenders and the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize 105% of that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are then due and payable to the Agents and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Agents and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull (excluding, for this purpose, any Unaccrued Indemnity Claims), to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14Section 2.03(e), amounts used to Cash Collateralize 105% of the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above and thereafter applied as provided in this Sectionclause “Last” above.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, to the extent due and payable, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakageamounts owing under Secured Hedge 114 Agreements and Secured Cash Management Agreements, termination or other payments and which have become due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lenderowing, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a the L/C Issuer Issuers (including fees, charges and disbursements of counsel to the respective Lenders and a the respective L/C Issuer) arising under the Loan Documents Issuers and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and Guaranteed Obligations in respect of Lender Interest Rate Swap Contracts (ii) breakage, termination or other payments due under any based on the Swap Contract between and Loan Party and any Lender or Affiliate of a LenderTermination Values thereof), ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuers and the counterparties to such Lender Interest Rate Swap Contracts, in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the accounts of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 7.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02payable), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent reimbursable under the Loan Documents and amounts payable under Article IIIII) payable to the Administrative Agent Agent, in its capacity as such; Second, to payment of that portion of the Obligations constituting feesindemnities, indemnities expenses, and other amounts (other than principal, interest and Letter of Credit Feesfees) payable to the Lenders and a L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising under the Loan Documents and amounts payable under Article IIILenders, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans Loans, and L/C Borrowingsfees, ratably among the Lenders and a L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderLoans, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion payment of L/C all other Obligations comprised (including the cash collateralization of unliquidated indemnification obligations) to the Credit Parties, their Affiliates and the Related Parties of the aggregate undrawn amount of Letters of Creditforegoing; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Loan Parties or as otherwise required by LawApplicable Law or the Intercreditor Agreement. Subject Notwithstanding anything to Sections 2.03(cthe contrary in this Agreement, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to the Maturity Date, including without limitation as a result of any Event of Default set forth in Section 7.01(a), (b), (h) and 2.14or (i) (including the acceleration of claims by operation of law), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit Prepayment Premium that would have been payable if the Loans were optionally prepaid pursuant to clause Fourth above Section 2.06(a) on such date of acceleration will also automatically be due and payable and shall be applied to satisfy drawings under such Letters constitute part of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from the Loans, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any such Loan Party or such Loan Party’s assets, but appropriate adjustments Prepayment Premium payable shall be made with respect presumed to payments from other be the liquidated damages sustained by each Lender as the result of the early prepayment and each of the Loan Parties agrees that it is reasonable under the circumstances currently existing. EACH OF THE LOAN PARTIES EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING AMOUNTS IN CONNECTION WITH ANY SUCH ACCELERATION, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY PROCEEDING UNDER THE BANKRUPTCY CODE OR A SIMILAR DEBTOR RELIEF LAWS. Each of the Loan Parties expressly agrees (to preserve the allocation to Obligations otherwise set forth above fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Lenders and the Loan Parties giving specific consideration in this Sectiontransaction for such agreement to pay such Prepayment Premium; and (D) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Each of the Loan Parties expressly acknowledges that its agreement to pay such Prepayment Premium to Lenders as herein described is a material inducement to Lenders to enter into this Agreement.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between to the Secured Hedging Obligations and Loan Party and any Lender or Affiliate of a LenderSecured Cash Management Obligations, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuer, the Lender Counterparties, and the Approved Counterparties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.14, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable fees, charges expenses and disbursements of any law firm or other external counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent under the Loan Documents in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a the L/C Issuer Issuers (including reasonable fees, charges expenses and disbursements of any law firm or other external counsel to the respective Lenders and a L/C Issuer) arising under the Loan Documents and amounts payable under Article III) under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit L/C Fees and interest on the Loans and Loans, L/C Borrowings, Reimbursement Loans and other Obligations arising under the Loan Documents ratably among the Lenders and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of ratably among the Obligations constituting (i) accrued and unpaid principal of the Loans Lenders and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuers in proportion to the respective amounts described in this clause Fourth held by them; Fifththem (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Reimbursement Loans, and (B) to Cash Collateralize that portion of the L/C Obligations comprised to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 2.14 or 2.15; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable L/C Issuer to Cash Collateralize L/C Obligations, (y) subject to Sections 2.14 and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of CreditCredit pursuant to this clause Fourth shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of Cash Collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 8.03; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02(a)), any amounts received on account of the Obligations shall shall, subject to the Intercreditor Agreements, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent in its capacity their capacities as such; SecondNext, to payment in full of Unfunded Advances/Participations (payable to the Administrative Agent and the Issuing Banks pro rata in accordance with the amounts of Unfunded Advances/Participations owed on the date of any such distribution); Next, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and interest, Letter of Credit Feesfees, Obligations under Secured Hedge Agreements and Cash Management Obligations) payable to the Lenders and a L/C Issuer the Issuing Banks (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising Attorney Costs payable under the Loan Documents Section 10.04 and amounts payable under Article III, ) ratably among them in proportion to the respective amounts described in this clause Second payable to them; ThirdNext, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees fees and interest on the Loans and L/C BorrowingsLetter of Credit Usage, ratably among the Lenders and a L/C Issuer the Issuing Banks in proportion to the respective amounts described in this clause Third held by them; FourthNext, (a) to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans Loans, the Letter of Credit Usage and L/C Borrowings the Obligations under Secured Hedge Agreements and Cash Management Obligations and (iib) breakage, termination or other payments due under any Swap Contract between to Cash Collateralize Letters of Credit (to the extent not otherwise Cash Collateralized pursuant to the terms of this Agreement) (in an amount equal to 103% of the maximum face amount of all outstanding Letters of Credit) and Loan Party and any Lender or Affiliate to further permanently reduce the Revolving Commitments by the amount of a Lender, such Cash Collateralization ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, provided that (i) any such amounts applied pursuant to the foregoing subclause (b) shall be paid to the Administrative Agent for the ratable account of the Issuing Banks to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of such Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject (ii) subject to Sections 2.03(c) 2.04 and 2.142.19, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If occur and (c) upon the expiration of any amount remains on deposit as Letter of Credit, the pro rata share of Cash Collateral after all Letters attributable to such expired Letter of Credit have either been fully drawn or expired, such remaining amount shall be applied to by the other Obligations, if any, Administrative Agent in accordance with the order priority of payments set forth above. in this Section 8.03; provided, further, that Excluded Swap Obligations with respect to any Loan Party Guarantor shall not be paid with amounts received from such Loan Party Guarantor or such Loan Party’s its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this SectionSection 8.03; Next, to the payment of all other Obligations that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Law.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due Secured Obligations then owing under any Swap Contract between Secured Cash Management Agreement and Loan Party and any Lender or Affiliate of a LenderSecured Hedge Agreements, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuer, the Cash Management Banks, and the Hedge Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. Excluded Swap Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof two Business Days (or such shorter time AMENDED AND RESTATED CREDIT AGREEMENT — Page 91 as may be acceptable to the Administrative Agent) prior to the date that the Administrative Agent sets (by written notice to the Lenders) for such application, together with respect such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank and Hedge Bank, as the case may be. The Administrative Agent shall be entitled to rely on, and shall not bear any Loan Party liability for relying upon, any notice received from a Cash Management Bank or a Hedge Bank regarding Secured Cash Management Agreements or Secured Hedge Agreements and shall not be paid with amounts received from such Loan Party responsible for or such Loan Party’s assetshave any duty to ascertain or inquire into the validity, but appropriate adjustments shall be made authenticity, or accuracy of any statement or representation contained therein or otherwise with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Sectionthereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have 139 automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs and amounts payable under Article III) payable to the Administrative each Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising under the Loan Documents Attorney Costs and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to (a) payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, and (b) periodic payments due under any Secured Hedge Agreement, ratably among the Lenders and a L/C Issuer the Hedge Banks, respectively, in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and Borrowings, (iib) payment of breakage, termination or other payments payments, and any interest accrued thereon, not otherwise paid pursuant to clause Third, due under any Swap Contract between and Loan Party and Secured Hedge Agreement, (c) payments of amounts due under any Lender or Affiliate of a LenderSecured Treasury Management Agreement, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuers, Hedge Banks and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth payable to or held by them; Fifththem and (d) to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize 103% of that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Fifth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a each L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a each L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a each L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, ratably among the following parties in proportion to their respective amounts described in this clause Fourth payable to them: (A) to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderBorrowings, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) Lenders and a each L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifthand (B) to the Administrative Agent for the account of each L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.and

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), while a Default exists, or if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Secured Obligations then due hereunder, any amounts received on account of the Secured Obligations shall or the proceeds of Collateral shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) Issuer arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Secured Obligations arising under the Loan Documents, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Secured Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakage, termination or other payments due Secured Obligations then owing under any Swap Contract between Secured Hedge Agreements and Loan Party and any Lender or Affiliate of a LenderSecured Cash Management Agreements, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; provided that Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. 100 Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. Excluded Swap Notwithstanding the foregoing, Secured Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be made excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with respect such supporting documentation as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to payments from other Loan Parties this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to preserve have acknowledged and accepted the allocation appointment of the Administrative Agent pursuant to Obligations otherwise set forth above in this Sectionthe terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs payable under Section 10.04 and amounts payable under Article III3, but not including principal of or interest on any Loan) payable to the Administrative Agent in its capacity as such; Second, to the payment in full of the Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, the Swing Line Lender and the L/C Issuer pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any distribution); Third, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising Attorney Costs payable under the Loan Documents Section 10.04 and amounts payable under Article III3), ratably among them in proportion to the respective amounts described in this clause Second Third payable to them; ThirdFourth, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Revolving Credit Loans and L/C Borrowings, ratably among the Revolving Credit Lenders and a L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Revolving Credit Loans and L/C Borrowings up to an amount equal to $180,000,000, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fifth held by them; FifthSixth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of any Letters of Credit; Seventh, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans ratably among the Term Lenders in proportion to the respective amounts described in this clause Seventh payable to them; 116 Eighth, to payment of that portion of the Obligations constituting unpaid principal of the Term Loans and, to the extent not repaid pursuant to clause Fifth above, the Revolving Credit Loans and L/C Borrowings ratably among the Secured Parties in proportion to the respective amounts described in this clause Eighth held by them; Ninth, to payment of the Secured Hedge Obligations and the Cash Management Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Ninth held by them; Tenth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Ninth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap above and, if no Obligations with respect remain outstanding, delivered to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this SectionBorrower.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer Issuers (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuers and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, to the extent due and payable, ratably among the Lenders and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakageamounts owing under Secured Hedge Agreements and Secured Cash Management Agreements, termination or other payments and which have become due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lenderowing, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with Notwithstanding the foregoing, no amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments any Guarantor shall be made with respect applied to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Sectionany Excluded Swap Obligation of such Guarantor.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued Bank Product Obligations (other than obligations under and in respect of lease financing or related services) and (ii) unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderBorrowings, ratably among the Lenders, Lenders and the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to all other Obligations; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02)8.02) or if at any time insufficient funds are received by CHAR1\1907976v8 and available to the Administrative Agent to pay fully all Obligations then due hereunder, any amounts received on account of the Obligations shall shall, subject to Sections 2.15 and 2.16 be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.;

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent (including fees and time charges for attorneys who may be employees of Agent) and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, principal interest and Letter of Credit L/C Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit L/C Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under to that portion of the obligations arising from any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderContract, ratably among Lenders and the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.17 and 2.18, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a each L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuers and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and a each L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakage, termination or other payments due Obligations then owing under any Swap Contract between Guaranteed Hedge Agreements and Loan Party and any Lender or Affiliate of a LenderGuaranteed Cash Management Agreements, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them, and to the payment of the maximum amount of all Bankers’ Acceptances then outstanding, such payment to be for the account of the applicable L/C Issuer (or to the extent Lenders have theretofore funded their participations in any such Bankers’ Acceptance, ratably among such Lenders in accordance with such funded participations); Fifth, to the Administrative Agent for the account of each L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Company pursuant to Sections 2.03 and 2.17; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.142.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Notwithstanding the foregoing, Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements shall be made excluded from the application described above if the Administrative Agent has not received written notice thereof, together with respect such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to payments from other Loan Parties this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to preserve have acknowledged and accepted the allocation appointment of the Administrative Agent pursuant to Obligations otherwise set forth above in this Sectionthe terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), and subject to the terms of any First lien Intercreditor Agreement and/or Second Lien Intercreditor Agreement, as applicable, any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising Attorney Costs payable under the Loan Documents Section 10.04 and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting (a) with respect to the Administrative Agent, the aggregate amount, if any (i) made available to the Borrowers on the assumption that each Lender has made its portion of the applicable Borrowing available to the Administrative Agent as contemplated by Section 2.02(g) and (ii) with respect to which a corresponding amount shall not in fact have been returned to the Administrative Agent by the Borrowers or made available to the Administrative Agent by any such Lender, (b) with respect to the Swing Line Lender, the aggregate amount, if any, of participations in respect of any outstanding Swing Line Loan that shall not have been funded by the Dollar Revolving Credit Lenders in accordance with Section 2.04(c) and (c) with respect to any L/C Issuer, the aggregate amount, if any, of participations in respect of any outstanding L/C Advances that shall not have been funded by the Multi-Currency Revolving Credit Lenders in accordance with Section 2.03(c), in each case payable to the Administrative Agent, the Swing Line Lender or any L/C Issuer, as applicable, ratably among them in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and a L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the Swap Termination Value under Secured Hedge Agreements and Cash Management Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fifth held by them; FifthSixth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Seventh, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Parent Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap above and, if no Obligations with respect remain outstanding, to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this SectionParent Borrower.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and interest, Letter of Credit FeesFees and amounts owing under Guaranteed Swap Contracts and Guaranteed Cash Management Agreements) payable to the Lenders and a the L/C Issuer Issuers (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any L/C Issuer) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of (i) that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due that portion of the Obligations constituting amounts owing under any Guaranteed Swap Contract between Contracts and Loan Party and any Lender or Affiliate of a Lender, Guaranteed Cash Management Agreements ratably among the Lenders, the applicable Lenders (and Affiliates (with respect to clause (ii)thereof) and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.03 and 2.16 in proportion to the respective amounts described in this clause Fifth held by the L/C Issuers; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections 2.03(c) and 2.142.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of 97 Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Notwithstanding the foregoing, Obligations arising under Guaranteed Cash Management Agreements and Guaranteed Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments Contracts shall be made excluded from the application described above if the Administrative Agent has not received written notice thereof, together with respect such supporting documentation as the Administrative Agent may request, from the applicable Lender (or Affiliate of a Lender or a Person that was a Lender or an Affiliate of a Lender at the time such Swap Contract or Cash Management Agreement was entered into). Each Affiliate of a Lender not a party to payments from other Loan Parties this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to preserve have acknowledged and accepted the allocation appointment of the Administrative Agent pursuant to Obligations otherwise set forth above in this Sectionthe terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.1 (or immediately after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth an Event of Default specified in the proviso to either Section 9.028.1(h) or 8.1(i)), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: Firstfirst, if there is any collateral securing the Obligations hereunder at such time, to payment of that portion the reimbursable expenses of the Obligations constituting Administrative Agent incurred in connection with such sale or other realization upon the collateral, until the same shall have been paid in full; second, to the fees, indemnitiesall amounts owed pursuant to Erroneous Payment Subrogation Rights, expenses and other amounts (including fees, charges and disbursements reimbursable expenses of counsel to the Administrative Agent and amounts the Issuing Banks then due and payable under Article III) pursuant to any of the Loan Documents, until the same shall have been paid in full; third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full; fourth, to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities fees due and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising under the Loan Documents and amounts interest then due and payable under Article IIIthe terms of the Loan Documents, ratably among them until the same shall have been paid in proportion full; fifth, to the respective amounts described in this clause Second payable to them; Third, to payment of that portion aggregate outstanding principal amount of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest Term Loans on the Loans and L/C Borrowings, ratably a pro rata basis among each class thereof (allocated pro rata among the Lenders and a L/C Issuer in proportion respect of their Pro Rata Shares), to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion aggregate outstanding principal amount of the Revolving Loans, the LC Exposure, the Hedging Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakageTreasury Management Obligations, termination or other payments due under until the same shall have been paid in full, allocated pro rata among any Swap Contract between and Loan Party Lender and any Lender or Affiliate of a LenderLender holding Hedging Obligations or Treasury Management Obligations, ratably among based on their respective Pro Rata Shares of the Lendersaggregate amount of such Revolving Loans, LC Exposure, the applicable Affiliates Hedging Obligations and Treasury Management Obligations; sixth, to additional Cash Collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all Cash Collateral held by the Administrative Agent pursuant to this Agreement is equal to one hundred five percent (with respect to clause (ii)105%) and a L/C Issuer in proportion of the LC Exposure after giving effect to the respective amounts described in this clause Fourth held by themforegoing Section 8.2(e); Fifthand to the extent any proceeds remain, to Cash Collateralize the Borrower or other parties lawfully entitled thereto. All amounts allocated pursuant to the foregoing Sections 8.2(c) through (f) to the Lenders as a result of amounts owed to the Lenders under the Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, that all amounts allocated to that portion of L/C Obligations the LC Exposure comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of outstanding Letters of Credit pursuant to clause Fourth above Sections 8.2(e) and (f) shall be applied distributed to satisfy drawings under such Letters the Administrative Agent, rather than to the Lenders, and held by the Administrative Agent in an account in the name of Credit as they occur. If any amount remains on deposit the Administrative Agent for the benefit of the Issuing Banks and the Lenders as Cash Collateral after all Letters of Credit have either been fully drawn or expiredfor the LC Exposure, such remaining amount shall account to be applied to the other Obligations, if any, administered in the order set forth aboveaccordance with Section 2.24(g). Excluded Swap Obligations with respect to any Loan Party Guarantor shall not be paid with amounts received from such Loan Party Guarantor or such Loan Party’s its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.Section 8.2. Notwithstanding the foregoing, Hedging Obligations and Treasury Management Obligations may be excluded from the application described above without any liability to the Administrative Agent, if the Administrative Agent has not received written notice, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Lender or Affiliate of a Lender. Each such Lender or Affiliate of a Lender not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto. THE ADMINISTRATIVE AGENT

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02)8.02) or if at any time insufficient funds are received by and available to Administrative Agent to pay fully all Obligations then due hereunder, any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including including, to the extent permitted under this Agreement and/or the other Loan Documents, reasonable fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) ), payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit L/C Fees) payable to the Lenders and a the L/C Issuer (including including, to the extent permitted under this Agreement and/or the other Loan Documents, fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit L/C Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakage, termination or other payments due Obligations then owing under any Swap Contract between Secured Hedge Agreements and Loan Party Secured Cash Management Agreements and any Lender or Affiliate to the to the Administrative Agent for the account of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; FifthIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, in each case, ratably among Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by applicable Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party Guarantor shall not be paid with amounts received from such Loan Party Guarantor or such Loan Party’s its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to the Obligations otherwise set forth above in this Section.. Notwithstanding the foregoing to the contrary, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto. - 88 -

Application of Funds. After the exercise of remedies provided for in Section 9.02 11.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.0211.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract (that relates solely to the Obligations) between and any Loan Party and Administrative Agent, any Lender or any Affiliate of Administrative Agent or a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Administrative Agent for the account of L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by Borrower pursuant to Sections 2.03 and 2.15 ; and Last, the balance, if any, after all of the Obligations (other than contingent indemnification obligations for which no claim in writing has been made) have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c2.03(f) and 2.142.15(d), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) IV payable to the Administrative Agent in its capacity as such); Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a L/C Issuer the Issuing Bank (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising under the Loan Documents Issuing Bank and amounts payable under Article IIIIV), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations under the Loan Documents, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and a L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuing Bank in proportion to the respective amounts described in this clause Fourth held by owed to them; Fifth, to the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to payment of unpaid Obligations then due under Specified Swap Contracts, ratably among the Swap Providers in proportion to the respective amounts described in this clause Sixth owed to them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14Section 3.01(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: ; CareFusion Corporation – Three-Year Revolving Credit Facility First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and Letter of Credit Fees but including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderBorrowings, ratably among the Lenders, Lenders and the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters in excess of Credit have either been fully drawn or expiredthe L/C Obligations, such remaining amount shall be applied pursuant to the other Obligations, if any, in the order set forth clause Last above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. (a) After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received by the Administrative Agent on account of the Obligations shall shall, subject to the provisions of Sections 2.17 and 2.18, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and interest, Letter of Credit Fees, facility fees and utilization fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising under the Loan Documents Attorney Costs and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees Fees, facility fees, and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderBorrowings, ratably among the Lenders, Lenders and the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.03 and 2.17; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections 2.03(c) 2.03 and 2.142.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a Lenders, the Fronting L/C Issuer Issuer, the Several L/C Agent and any Limited Fronting Lender (including fees, charges and disbursements of counsel to the respective Lenders and a Lenders, Fronting L/C Issuer, Several L/C Agent and Limited Fronting Lenders (including fees and time charges for attorneys who may be employees of any Lender, Fronting L/C Issuer, Several L/C Agent or Limited Fronting Lender) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans Loans, Unreimbursed Amounts and L/C Borrowingsother Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderUnreimbursed Amounts, ratably among the Lenders, Lenders and the applicable Affiliates (with respect to clause (ii)) and a Fronting L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender or the Lenders, as applicable, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14; Sixth, to payment of any remaining outstanding unpaid Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Sixth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and interest, Letter of Credit FeesFees and amounts owing under Guaranteed Swap Contracts and Guaranteed Cash Management Agreements) payable to the Lenders and a the L/C Issuer Issuers (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any L/C Issuer) arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of (i) that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due that portion of the Obligations constituting amounts owing under any Guaranteed Swap Contract between Contracts and Loan Party and any Lender or Affiliate of a Lender, Guaranteed Cash Management Agreements ratably among the Lenders, the applicable Lenders (and Affiliates (with respect to clause (ii)thereof) and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.03 and 2.16 in proportion to the respective amounts described in this clause Fifth held by the L/C Issuers; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Company or as otherwise required by Law. Subject to Sections 2.03(c) and 2.142.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Notwithstanding the foregoing, Obligations arising under Guaranteed Cash Management Agreements and Guaranteed Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments Contracts shall be made excluded from the application described above if the Administrative Agent has not received written notice thereof, together with respect to payments such supporting documentation as the Administrative Agent may request, from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.applicable Lender (or Affiliate of a Lender or a Person that was a Lender or an Affiliate of a Lender at the time such Swap Contract or Cash 120 158477613_2174043865_5

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting reasonable fees, indemnities, expenses and other amounts (including actual and reasonable fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting reasonable fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a Lenders, the L/C Issuer Issuers and the Existing L/C Issuers (including actual and reasonable fees, charges and disbursements of counsel to the respective Lenders and a Lenders, the L/C Issuer) arising under Issuers and the Loan Documents Existing L/C Issuers and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and a Lenders, the L/C Issuer Issuers and the Existing L/C Issuers in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakage, termination or other payments due Obligations then owing under any Swap Contract between Guaranteed Hedge Agreements and Loan Party and any Lender or Affiliate of a LenderGuaranteed Cash Management Agreements, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuers, the Existing L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuers or the Existing L/C Issuers, as applicable, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, to the extent not otherwise Cash Collateralized by the Company pursuant to Section 2.03; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull (other than indemnities and other similar contingent obligations surviving the termination of this Agreement for which no claim has been made and which are unknown and not calculable at the time of termination and those obligations under any Swap Contract), to the Borrower Company or as otherwise required by Law. Subject to Sections 2.03(c) and 2.142.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Notwithstanding the foregoing, Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements shall be made excluded from the application described above if the Administrative Agent has not received written notice thereof, together with respect such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to payments from other Loan Parties this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to preserve have acknowledged and accepted the allocation appointment of the Administrative Agent pursuant to Obligations otherwise set forth above in this Sectionthe terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.029.02(a)) or the occurrence of a Specified Revolver Trigger that has not been cured or waived, any all amounts received on account of the Obligations shall (and proceeds of Collateral), all payments or distributions of any kind or nature and all adequate protection payments or plan distributions in any insolvency or similar proceeding (in each case, whether received from any Loan Party, in connection with an exercise of remedies, a credit bid or otherwise) shall, subject to the Intercreditor Agreements, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs payable under Section 11.04 and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent in its capacity their capacities as such; Second, to payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among, as applicable, the Administrative Agent, the Swing Line Lender and the Issuing Banks pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); Third, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and interest, Letter of Credit Feesfees, Obligations under Secured Hedge Agreements and Cash Management Obligations) payable to the Revolving Lenders and a L/C Issuer the Issuing Banks (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising Attorney Costs payable under the Loan Documents Section 11.04 and amounts payable under Article III, ) ratably among them in proportion to the respective amounts described in this clause Second Third payable to them; ThirdFourth, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees fees and interest on the Revolving Loans and L/C BorrowingsLetter of Credit Usage, ratably among the Revolving Lenders and a L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuing Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, (a) to payment of that portion of the Obligations constituting unpaid principal of the Revolving Loans, the Letter of Credit Usage and the Obligations under Secured Hedge Agreements with respect to which the Hedge Bank is a Revolving Lender or an Affiliate thereof and Cash Management Obligations with respect to which the Cash Management Bank is a Revolving Lender or an Affiliate thereof and (b) to Cash Collateralize that portion Letters of L/C Obligations comprised Credit (to the extent not otherwise Cash Collateralized pursuant to the terms of this Agreement) (in an amount equal to 103% of the aggregate undrawn maximum face amount of all outstanding Letters of Credit) and to further permanently reduce the Revolving Commitments by the amount of such Cash Collateralization, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fifth held by them; and Last, provided that (i) any such amounts applied pursuant to the balance, if any, after all foregoing subclause (b) shall be paid to the Administrative Agent for the ratable account of the Obligations have been indefeasibly paid in fullIssuing Banks to Cash Collateralize such Letters of Credit, to the Borrower or as otherwise required by Law. Subject (ii) subject to Sections 2.03(c) 2.04 and 2.142.19, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause Fourth above Fifth shall be applied to satisfy drawings under such Letters of Credit as they occur. If occur and (iii) upon the expiration of any amount remains on deposit as Letter of Credit, the pro rata share of Cash Collateral after all Letters attributable to such expired Letter of Credit have either been fully drawn or expired, such remaining amount shall be applied to by the other Obligations, if any, Administrative Agent in accordance with the order priority of payments set forth above. in this Section 9.03; provided, further, that Excluded Swap Obligations with respect to any Loan Party Guarantor shall not be paid with amounts received from such Loan Party Guarantor or such Loan Party’s its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.; Sixth, to the payment of all other Obligations that are due and payable to the Revolving Lenders on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Revolving Lenders on such date; Seventh, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest, Obligations under Secured Hedge Agreements and Cash Management Obligations) payable to the Term Loan Lenders (including Attorney Costs payable under Section 11.04 and amounts payable under Article III) ratably among them in proportion to the amounts described in this clause Seventh payable to them; Eighth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans, ratably among the Term Loan Lenders in proportion to the respective amounts described in this clause Eighth held by them;

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C BorrowingsBorrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Secured Swap Agreement, ratably among the Lenders Lenders, the Swap Banks and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; cxxvii Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and Borrowings, (iib) payment of breakage, termination or other payments payments, and any interest accrued thereon, due under any Secured Swap Contract between Agreement, (c) payments of amounts due under any Secured Treasury Management Agreement and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)d) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders, Swap Banks, Treasury Management Banks and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Obligations arising under Secured Treasury Management Agreements and Secured Swap Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Treasury Management Bank or Swap Bank, as the case may be. Each Treasury Management Bank or Swap Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of (a) that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, (b) interest on Related Treasury Management Arrangements and (c) fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Related Swap Contract, to the extent such Related Swap Contract is permitted by Section 7.03(d), ratably among the Lenders (and, in the case of such Related Swap Contracts and a Related Treasury Management Arrangements, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and Borrowings, (iib) payment of breakage, termination or other payments payments, and any interest accrued thereon, due under any Related Swap Contract, to the extent such Related Swap 101 Contract between is permitted by Section 7.03(d), (c) payments of other amounts due under any Related Treasury Management Arrangement and Loan Party and any Lender or Affiliate (d) Cash Collateralize that portion of a LenderL/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such Related Swap Contracts and Related Treasury Management Arrangements, Affiliates of Lenders, the applicable Affiliates (with respect to clause (ii)) and a the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations have been paid indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent Attorney Costs and amounts payable under Article III) payable to the Administrative each Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a L/C Issuer) arising under the Loan Documents Attorney Costs and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and a L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and Borrowings, (iib) payment of breakage, termination or other payments payments, and any interest accrued thereon, due under any Swap Contract Secured Hedge Agreement and (c) payments of amounts due under any Treasury Management Agreement between and any Loan Party and any Lender an Agent, an Arranger, the Bookrunner or a Lender, in each case at the time such applicable Treasury Management Agreement is entered into, or an Affiliate of a Lenderany of the foregoing, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuer, the Hedge Banks and any Affiliate of a Lender in proportion to the respective amounts described in this clause Fourth payable to or held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize 105% of that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Sixth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. (a) After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Guaranteed Obligations shall shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer Issuers (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any L/C Issuer)) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this Second clause Second payable to them; Third, to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Guaranteed Obligations arising under the Loan Documents, ratably among the Lenders and a the L/C Issuer Issuers in proportion to the respective amounts described in this Third clause Third held by payable to them; Fourth, to payment of that portion of the Guaranteed Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakage, termination or other payments due Guaranteed Obligations then owing under any Swap Contract between Guaranteed Hedge Agreements and Loan Party Guaranteed Cash Management Agreements and any Lender or Affiliate to the to the Administrative Agent for the account of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; FifthIssuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, in each case ratably among the Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this Fourth clause held by them; and Last, the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.028.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Loans, L/C BorrowingsBorrowings and other Obligations, ratably among the Lenders and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and Loans, L/C Borrowings and (ii) breakage, termination or other payments due Obligations then owing under any Swap Contract between Secured Hedge Agreements and Loan Party and any Lender or Affiliate of a LenderSecured Cash Management Agreements, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; 101 Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of CreditCredit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.15; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull (other than (i) unasserted contingent indemnification obligations, (ii) obligations not yet owing under Secured Cash Management Agreements and Secured Hedge Agreements and (iii) to the extent Cash Collateralized, L/C Obligations), to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.142.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Notwithstanding the foregoing, Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be made excluded from the application described above if the Administrative Agent has not received written notice thereof, together with respect such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to payments from other Loan Parties this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to preserve have acknowledged and accepted the allocation appointment of the Administrative Agent pursuant to Obligations otherwise set forth above in this Sectionthe terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall shall, subject to the provisions of Section 2.15 and 2.16, be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including the reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including the reasonable and documented fees, charges and disbursements of counsel due and owing pursuant to the respective Lenders and a L/C Issuer) arising under the Loan Documents terms of this Agreement and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C BorrowingsBorrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Hedging Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, ratably among the Lenders (and, in the case of such Hedging Agreements, Affiliates of Lenders) and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and Borrowings, (iib) payment of breakage, termination or other payments payments, and any interest accrued thereon, due under any Swap Contract Hedging Agreement between and any Loan Party and any Lender Lender, or any Affiliate of a Lender, (c) payments of amounts due under any Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such Hedging Agreements, Affiliates of Lenders, the applicable Affiliates (with respect to clause (ii)) and a the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations (other than contingent obligations not yet due and payable) have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Subject to Sections 2.03(c) and 2.142.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Obligations arising under any Hedging Agreement or Treasury Management Agreement between any Loan Party and any Hedge Bank or Treasury Management Bank, as applicable, shall be excluded from the application described above if the Administrative Agent has not received a written notice regarding such obligations, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Lender or Affiliate of a Lender, as the case may be. Each Affiliate of a Lender not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans Notes issued by the Issuer have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received by any Purchaser or the Collateral Agent on account of the Obligations shall shall, subject to the provisions of the Intercreditor Agreement entered into by the Collateral Agent in connection with a Permitted Revolving Credit Facility and solely with respect to the exercise of such remedies as a secured creditor in respect of any Revolving Credit Priority Collateral, be applied by the Administrative Collateral Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Collateral Agent and amounts payable under Article IIIIII or any other provision of this Agreement or any other Note Document) payable to the Administrative 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, interest principal and Letter of Credit Feesinterest) payable to the Lenders and a L/C Issuer Purchasers (including fees, charges and disbursements of counsel to the respective Lenders and a L/C IssuerPurchasers) arising under the Loan Note Documents and amounts payable under Article IIIIII or any other provision of this Agreement or any other Note Document, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on and any applicable Make-Whole Amount and/or Prepayment Premium with respect to the Loans and L/C BorrowingsNotes issued by the Issuer, ratably among the Lenders and a L/C Issuer Purchasers in proportion to the respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between and Loan Party and any Lender or Affiliate of a LenderNotes issued by the Issuer, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer Purchasers in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been indefeasibly paid in full, to the Borrower Issuer or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a each L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a each L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans Loans, the Unreimbursed Amounts and L/C Borrowingsother Obligations, ratably among the Lenders and a the L/C Issuer Issuers in proportion to the respective amounts described in this clause Third held by payable to them; Fourth, to payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings Unreimbursed Amounts and (ii) breakage, termination or other payments due payments, any amounts owing under or in respect of any Swap Contract Contracts between and any Loan Party and any Lender or any Affiliate of a Lender, ratably among amounts due under any Treasury Management Agreement between any Loan Party and any Lender or any Affiliate of a Lender, and to the Lenders, Administrative Agent for the account of the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; FifthIssuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull in cash, to the Borrower or as otherwise required by Law. Subject to Sections Section 2.03(c) and 2.14), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C BorrowingsBorrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Secured Swap Agreement, ratably among the Lenders Lenders, the Swap Banks and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; 101 Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and Borrowings, (iib) payment of breakage, termination or other payments payments, and any interest accrued thereon, due under any Secured Swap Contract between Agreement, (c) payments of amounts due under any Secured Treasury Management Agreement or any Mexican Pesos Agreement and Loan Party and any Lender or Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)d) and a L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders, Swap Banks, Treasury Management Banks and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party Guarantor shall not be paid with amounts received from such Loan Party Guarantor or such Loan PartyGuarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. Notwithstanding the foregoing, Obligations arising under Secured Treasury Management Agreements and Secured Swap Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Treasury Management Bank or Swap Bank, as the case may be. Each Treasury Management Bank or Swap Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto.

Application of Funds. After the exercise of remedies provided for in Section 9.02 9.2 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.029.2), any amounts received on account of the Obligations Obligations, subject to the provisions of Sections 2.14 and 2.15, shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as suchsuch pursuant to the Credit Documents; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and a the L/C Issuer pursuant to the Credit Documents (including fees, charges and disbursements of counsel to the respective Lenders and a the L/C Issuer) arising under the Loan Documents Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C BorrowingsBorrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender to the extent such Swap Contract is permitted by Section 8.1(d), ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and a the L/C Issuer in proportion to the respective amounts described in this clause Third held by them; Fourth, to (a) payment of that portion of the Obligations constituting (i) accrued and unpaid principal of the Loans and L/C Borrowings and Borrowings, (iib) payment of breakage, termination or other payments payments, and any interest accrued thereon, due under any Swap Contract between and Loan Party the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender, ratably among the Lenders, the applicable Affiliates (with respect to clause (ii)) and a L/C Issuer in proportion Lender to the respective extent such Swap Contract is permitted by Section 8.1(d), (c) payments of amounts described in this clause Fourth held by them; Fifth, to due under any Treasury Management Agreement between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.3 and 2.14, ratably among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Sections 2.03(c2.3(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Notwithstanding the foregoing, Obligations arising under Treasury Management Agreements and Swap Obligations Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with respect such supporting documentation as the Administrative Agent may request, from the Lender or Affiliate of a Lender party to any Loan Party shall not be paid with amounts received from such Loan Party Treasury Management Agreement or such Loan Party’s assetsSwap Contract, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve as the allocation to Obligations otherwise set forth above in this Sectioncase may be.