Common use of Application of Funds Clause in Contracts

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payable), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, shall be applied by the Agent against the Obligations 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 Agent and amounts payable under Article III) payable to the Agent, in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnities, expenses, and other amounts (other than principal, interest and fees) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the Obligations, to the Loan Parties or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.12, be applied by the Administrative Agent against the Obligations in the following order: FirstFIRST, to payment of that portion of the Obligations constituting fees, indemnities, indemnities and expenses (other than principal and other amounts (interest but including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Agent, Administrative Agent in its capacity as such; SecondSECOND, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article III), 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; FourthFOURTH, to payment of that portion of the Obligations constituting unpaid principal of the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Lastand LAST, the balance, if any, after Payment in Full of all of the ObligationsObligations have been paid in full, to the Loan Parties Borrowers or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Sections 2.15, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Lenders) 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Term Loans, Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations in the following order: order (to the fullest extent permitted by mandatory provisions of applicable Law): 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 Agent Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Agent, Administrative Agent or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders Secured Parties 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 Term Loans, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other ObligationsObligations of the Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably among based upon the Lenders in proportion respective aggregate amounts of all such Obligations owing to the respective amounts described in this clause Fifth held by themAdministrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 7.2 (or after the Term Loans have automatically become immediately due and payablepayable and the LC Exposures have automatically been required to be Cash Collateralized as set forth in the proviso to Section 7.2), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Sections 2.21 and 2.22, be applied by the Administrative Agent against the Obligations 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 Agent and amounts payable under Article IIIAdministrative Agent) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations arising under the Loan Documents constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and feesLetter of Credit participation fees under Section 2.12(b)) payable to the Lenders and the Issuing Bank (including fees, charges and disbursements of counsel to the respective Lenders and the Issuing Bank arising under the Loan Documents and amounts payable under Article IIISections 2.15, 2.16 and 2.17), 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 participation fees under Section 2.12(b) and interest on the Term Loans Loans, LC Borrowings and other Obligations, and fees (including any Early Termination Fee)Obligations arising 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the Obligations, to the Loan Parties or as otherwise required by Requirement of Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 9.02), any amounts received from by any Loan Party, from Lender or the liquidation of any Collateral of any Loan Party, or Administrative Agent on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Lenders) 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 interest on and prepayment premium with respect to the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Term Loans, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations will, shall subject to Section 2.17, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and fees) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent Attorney Costs and amounts payable under Article III) payable to the Agent, Administrative Agent under the Loan Documents in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Attorney Costs and amounts payable under Article III)) under the Loan Documents, ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligationsthat portion of the Obligations in respect of Swap Contracts, ratably among the Lenders counterparties thereto, in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), subject to the Intercreditor Agreements any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principalprincipal and interest, interest and fees) but including Attorney Costs payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders under Section 10.04 and amounts payable under Article III)) payable to the Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders 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 Term Loans, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other ObligationsObligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably among based upon the Lenders in proportion respective aggregate amounts of all such Obligations owing to the respective amounts described in this clause Fifth held by themAdministrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Committed Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.14, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders 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 interest on the Term Committed Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 7.01 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in Section 7.01), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 IIIpursuant to Sections 2.12 and 2.14) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and fees) fees payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article IIIpursuant to Sections 2.12 and 2.14), ratably among them in proportion to the amounts described in this clause Second payable to them); Third, to payment of that portion of the Obligations constituting accrued and unpaid fees and interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to held by them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full (other than contingent indemification and other contingent obligations not then due), to the Loan Parties Borrower or as otherwise required by Requirement of Lawlaw.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be (subject to the provisions of Section 2.16) applied by the Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) 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 interest on the Term Loans and other Obligationsfees, premiums and scheduled periodic payments, and fees (including any Early Termination Fee)interest accrued thereon, due under any Secured Hedge Agreement between the Borrower and any Hedge Bank, ratably among the Lenders (and, in the case of such Secured Hedge Agreements, Hedge Banks) 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the Obligations, to the Loan Parties or as otherwise required by Requirement of Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations in respect of the Loan Documents shall, shall subject to the provisions of Section 2.13, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including reasonable fees, charges and disbursements of counsel to the respective Lenders Administrative Agent and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Company or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Term Loans Notes have automatically become immediately due and payablepayable as set forth in the proviso to Section 9.02), any amounts received from by any Loan Party, from Purchaser or the liquidation of any Collateral of any Loan Party, or Administrative Agent on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest interest, repayment premium and exit fees) payable to the Lenders Purchasers (including fees, charges and disbursements of counsel to the respective Lenders Purchasers) arising under the 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 interest on the Term Loans and other Obligationson, and repayment premium and exit fees (including any Early Termination Fee)with respect to, the Notes, ratably among the Lenders Purchasers in proportion to the respective amounts described in this clause Third payable to held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Term LoansNotes, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Issuer or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payable), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, subject to the provisions of Section 2.16, shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 9.02), any amounts received from by any Loan Party, from Lender or the liquidation of any Collateral of any Loan Party, or Administrative Agent on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Lenders) 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 interest on the Term Loans and other Obligationson, and fees (including any Early Termination Fee)compensation due with respect to, the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Term Loans, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 9.02), any amounts received from by any Loan Party, from Lender or the liquidation of any Collateral of any Loan Party, or Administrative Agent on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest interest, prepayment premium and exit fees) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Lenders) 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 interest on the Term Loans and other Obligationson, and prepayment premium and exit fees (including any Early Termination Fee)with respect to, the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Term Loans, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 8.2 (or after the Term Loans Obligations have automatically become immediately due and payable), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsLoan Parties (including, shall without limitation, any Collateral furnished by any of them) on account of the Obligations shall, subject to the provisions of Section 2.15, be applied by the Agent against the Obligations in the following order, subject in each case to the ABL Intercreditor Agreement and any applicable Customary Intercreditor Agreement: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses Credit Party Expenses and other amounts (including fees, charges and disbursements of counsel to the Agent and amounts payable under Article III) payable to the Agent, in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesindemnities (including indemnities due under Section 10.4 hereof), expensesCredit Party Expenses, and other amounts (other than principal, interest and fees) payable to the Lenders (including fees, charges and disbursements of counsel Credit Party Expenses to the respective Lenders and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the all other Obligations constituting accrued and unpaid interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)fees, ratably among the Lenders Credit Parties 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 9.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 counsels to the Administrative Agent and amounts payable under Article III) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including reasonable fees, charges and disbursements of counsel to the respective Lenders 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations (other than contingent indemnification or reimbursement obligations for which no claim has been asserted) have been paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Secured Obligations shall be applied by the Administrative Agent against the Obligations in the following order: First, to payment of that portion of the Obligations 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 of that portion of the Obligations constituting indemnities, expensesCredit Party Expenses, and other amounts (other than principal, interest and fees) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans and other Obligations, and fees (including any Early Termination Feein each case, as payable to the Lenders), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders Credit Parties in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 9.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations of the Borrower shall be applied by the Administrative Agent against to the then outstanding Obligations of the Borrower 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Lenders) 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.12, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Obligations arising under the Loan Documents, ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 9.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations of any Borrower shall be applied by the Administrative Agent against to the then outstanding Obligations of such Borrower 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Lenders) 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties such Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payable)8.2, any amounts received from any Loan Party, from by the liquidation of any Collateral of any Loan Party, or Administrative Agent on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations in the following order: First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest but including any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article IIISections 2.16, 2.17 and 2.18) payable to the Agent, Administrative Agent in its capacity as suchsuch (including interest thereon); Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and feesLetter of Credit Fees) payable to the Lenders Lenders, the L/C Issuer (including fees (other than Letter of Credit Fees)) payable to the L/C Issuer and the reasonable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article IIISections 2.16, 2.17 and 2.18), 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 in respect of the Term Loans and other ObligationsLetter of Credit Obligations which have not yet been converted into Revolving Loans, and fees (including any Early Termination Fee)in each case, ratably among the Lenders and the L/C Issuer 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the Obligations, to the Loan Parties or as otherwise required by Requirement of Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.18, be applied by the Administrative Agent against the Obligations 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 III3) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) and amounts payable under Article III3), 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 interest on the Term Loans Loans, and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.12 be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders Lenders, in proportion to the respective amounts described in this clause Fourth held by payable to them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all the occurrence of the ObligationsTermination Date, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 7.01 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in Section 7.01), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.21 and Section 2.25, be applied by the Administrative Agent against the Obligations in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable and documented out-of-pocket fees, charges and disbursements of outside counsel to the Administrative Agent and amounts payable under Article IIIII) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities, expenses, expenses and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders Bank (including reasonable and documented out-of-pocket fees, charges and disbursements of outside counsel to the respective Lenders and amounts payable under Article IIIII), 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 interest on the Term Loans Loans, and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting (i) unpaid principal of the Term LoansLoans and (ii) amounts owing under Banking Services Agreements and Guaranteed Hedge Agreements, ratably among the Lenders and their Affiliates in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been paid in full in cash, to the Loan Parties Company or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 or the Documentation Agent, as applicable, and amounts payable under Article III) payable to the Administrative Agent or the Documentation Agent, as applicable, each in its respective capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.14, be applied by the Administrative Agent against the Obligations 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 Agent and amounts payable under Article III) payable to the Agent, Administrative Agent under the Loan Documents in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including reasonable fees, charges expenses and disbursements of any law firm or other external counsel to the respective Lenders and amounts payable under Article III)) under the Loan Documents, ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligationsthat portion of the Obligations in respect of Swap Contracts, ratably among the Lenders counterparties thereto, in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 11.2 (or after the Term Loans Notes have automatically become immediately due and payablepayable as set forth in the proviso to Section 11.2), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Agent against the Obligations 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 Agent (and any of their appointees or delegates) and amounts payable under Article III3) payable to the Agent, in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders Purchasers or any holder of a Note (including premiums and fees, charges and disbursements of counsel to the respective Lenders Purchasers and holders of a Note) arising under the Note Documents and amounts payable under Article III)3, 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 interest on the Term Loans Notes and other Obligations, and fees (including any Early Termination Fee)Obligations arising under the Note Documents, ratably among the Lenders Purchasers and the holders of a Note 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 Term LoansNotes, ratably among the Lenders Purchasers and the holders of a Note in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Company or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.13, be applied by the Administrative Agent against the Obligations in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including out-of-pocket fees, charges and disbursements of counsel to the respective Lenders 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties applicable Borrower or as otherwise required by Requirement of Law.

Application of Funds. After Subject to the Intercreditor Agreement, after the exercise of remedies provided for in Section 8.02 7.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 7.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Disbursing Agent against or the Obligations Collateral Agent, as the case may be, 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 Disbursing Agent and amounts payable under Article IIICollateral Agent) payable to the Agent, Disbursing Agent and the Collateral Agent in its capacity their capacities as such; Secondsecond, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest Prepayment Premium and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable Lenders) arising under Article III)the Loan Documents, 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourthfourth, to payment of that portion of the Obligations constituting unpaid principal of the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held payable by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Lastand last, the balance, if any, after Payment in Full of all of the ObligationsFull, to the Loan Parties Borrower or as otherwise required by Requirement Requirements of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.3 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in Section 9.2), any amounts received from by any Loan Party, from Lender or the liquidation of any Collateral of any Loan Party, or Administrative Agent on account of the Obligations, Obligations shall be applied by the Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Lenders) arising under the Loan Documents and amounts payable under Article III)Section 4.3, 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 interest on the Term Loans and other Obligationsamounts payable under Sections 3.7, 3.8 and fees (including any Early Termination Fee)3.10, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Lawlaw.

Application of Funds. After the exercise of remedies upon the occurrence of an Event of Default provided for in Section 8.02 11.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 11.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.15, be applied by the Administrative Agent against the Obligations 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 IIISection 4) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article IIISection 4), 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Borrower Parties or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payable), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.15 and any applicable Intercreditor Agreement or Other Intercreditor Agreement, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Obligations arising under the Loan Documents, ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payable), payable any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsSecured Obligations shall, shall subject to the provisions of Section 2.12, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and feesprincipal or interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the ObligationsSecured Obligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Revolving Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.18, be applied by the Administrative Agent against the Obligations 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 ARTICLE III) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders 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 interest on the Term Revolving Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Revolving Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After Subject to any Intercreditor Agreement, after the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become 102 immediately due and payable), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Secured Obligations (including proceeds of Collateral) shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term LoansLoans and to payment of the unpaid Secured Hedging Obligations, ratably among the Lenders Hedge Banks to the Secured Hedging Agreements giving rise to such Secured Hedging Obligations in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsSecured Obligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 8.01 (or after the Term Loans have automatically become immediately due and payable), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent Agents and amounts payable under Article IIIpursuant to Section 2.13 and Section 2.14) payable to the Agent, Agents in its their capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and fees) fees payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article IIIpursuant to Section 2.13 and Section 2.14)) payable to the Lenders, 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 fees and interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders Secured Parties 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 Term Loansprincipal, ratably among the Lenders Secured Parties, in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.15, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including reasonable fees, charges and disbursements of one single counsel to the respective Lenders Lenders, taken as a group, 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrowers or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 8.01 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the last paragraph of Section 8.01), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 to the extent payable under Section 11.04 and amounts payable under Article III) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations arising under the Loan Documents constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders to the extent payable under Section 11.04 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Obligations arising under the Loan Documents, ratably among the Lenders 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 Term LoansLoans and Obligations then owing under Related Swap Agreements, ratably among the Lenders and the Swap Providers in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Company or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payable)payable as set forth in the proviso to Section 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 from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.12, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principalprincipal and interest), interest and fees) including the Applicable Premium, payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender)) 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this Third clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the Obligations, to the Loan Parties or as otherwise required by Requirement of Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Term Loans have automatically become immediately due and payablepayable 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 from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent Attorney Costs and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent, in each case in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Attorney Costs and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans and other ObligationsL/C Borrowings, fees, premiums and scheduled periodic payments, and fees (including any Early Termination Feeinterest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the Obligations, to the Loan Parties or as otherwise required by Requirement of Law.;

Application of Funds. After Subject to the Collateral Trust Agreement, after the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Secured Obligations (including proceeds of Collateral) shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and feesLetter of Credit Fees) payable to the Lenders and any L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and any L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or any L/C 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 Term Loans Loans, L/C Borrowings and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders and any L/C Issuer 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the Obligations, to the Loan Parties or as otherwise required by Requirement of Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have Loan has automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) 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 interest on the Term Loans Loan and other Obligations, and fees (including any Early Termination Fee), Obligations ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to held by them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Term Loans, Loan ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 6.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 6.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.15, be applied by the Administrative Agent against the Obligations 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 IIISections 2.09(e), 2.11 and 2.13) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including reasonable fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article IIISections 2.09(e), 2.11 and 2.13), 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 9.02), but subject to the Intercreditor Agreement, any amounts received from by any Loan Party, from Lender or the liquidation of any Collateral of any Loan Party, or Administrative Agent on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Lenders) arising under the Investment 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 interest on and prepayment premium on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payable), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.12, be applied by the Administrative Agent against the Obligations 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) then due and payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) then due and payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) 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 interest on the Term Loans and other Obligations, Obligations then due and fees (including any Early Termination Fee)payable, ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations then due and payable have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and feesLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C 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 Term Loans and other ObligationsL/C Borrowings and fees, premiums and scheduled periodic payments, and fees (including any Early Termination Feeinterest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 7.03(c), ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the Obligations, to the Loan Parties or as otherwise required by Requirement of Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations will, shall subject to Section 2.17, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and fees) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Ultimate Parent or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 6.01 (or after the Term Loans have automatically become immediately due and payablepayable and the Letters of Credit have been required to be cash collateralized as set forth in Section 6.02), any amounts received from any Loan Party, from by the liquidation of any Collateral of any Loan Party, or Agent on account of the Obligations, Obligations shall be applied by the Agent against the Obligations 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 Agent and amounts payable under Article IIIII) payable to the Agent, Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest interest, Letter of Credit fees and commitment fees) payable to the Revolving Lenders and the Issuing Banks (including fees, charges and disbursements of counsel to the respective Revolving Lenders and Issuing Banks payable under the Loan Documents and amounts payable under Article IIIII) (in each case, other than fees, indemnities and other amounts arising under Secured Agreements), 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, commitment fees and interest on the Term Revolving Loans and other Obligations, and fees (including any Early Termination Fee)on unreimbursed amounts under Letters of Credit, ratably among the Revolving Lenders and the Issuing Banks 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the Obligations, to the Loan Parties or as otherwise required by Requirement of Law.;

Application of Funds. After If the circumstances described in Section 2.11(g) have occurred, or after the exercise of remedies provided for in Section 8.02 9.02 (or after the Term Loans have automatically become immediately due and payable), including in any bankruptcy or insolvency proceeding, any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent Attorney Costs payable under Section 12.04 and amounts payable under Article III) payable to the Agent, each Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Attorney Costs payable under Section 12.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans and other Obligations(including, and fees (including any Early Termination Feebut not limited to, post-petition interest), ratably among the Lenders 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 Term Loans, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other ObligationsObligations of the Loan Parties that are due and payable to the Administrative Agent on such date, ratably among based upon the Lenders in proportion respective aggregate amounts of all such Obligations owing to the respective amounts described in this clause Fifth held by themAdministrative Agent on such date; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.18, be applied by the Administrative Agent against the Obligations 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 III3) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) and amounts payable under Article III3), 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 interest on the Term Loans Loans, and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Company or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term A Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.18, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders 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 interest on the Term A Loans and other Obligations, and fees (including any Early Termination Fee)Obligations arising under the Loan Documents, ratably among the Lenders 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 Term Loans, A Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Sections 2.17 and 2.18, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Company or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.12, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Obligations arising under the Loan Documents, ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from by the liquidation of any Collateral of any Loan Party, or Administrative Agent on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations in the following order: 49 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and feesTicking Fees) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders as required by 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 Ticking Fees and interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations (other than contingent indemnification obligations) have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Sections 2.16 and 2.17 and except as otherwise set forth herein, be applied by the Administrative Agent against the Obligations in the following order: 110 68208499_3 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and feesLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers pursuant to Section 10.04 or otherwise 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 Term Loans Loans, L/C Borrowings and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders and the L/C Issuers 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the Obligations, to the Loan Parties or as otherwise required by Requirement of Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payable), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent against the Obligations 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 to the extent required to be reimbursed hereunder and amounts payable under Article III) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders to the extent required to be reimbursed hereunder 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the first proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 payable under Section 10.04(a) and amounts payable under Article III) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders payable under Section 10.04(a) 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations then due and owing have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After Subject to applicable Laws, after the exercise of remedies provided for in Section 8.02 (or after the Term Loans have Loan has automatically become immediately due and payablepayable pursuant to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Lenders) 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 interest interest, and Yield Maintenance Amount on the Term Loans Loan and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to themeach Lender; Fourth, to payment of that portion of the Obligations constituting the unpaid principal of balance on the Term LoansLoan and other Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by payable to them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsFull, to the Loan Parties Borrowers or as otherwise required by Requirement of Law.Laws. Article IX ADMINISTRATIVE AGENT

Application of Funds. After the exercise of remedies provided for in Section 8.02 7.01 (or after the Term Loans have automatically become immediately due and payable), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations (whether as a result of the exercise of the right of set off pursuant to Section 9.09 or otherwise) shall be applied by the Administrative Agent against the Obligations 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 Agent Attorney Costs and amounts payable under Article III) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Attorney Costs and amounts payable under Article III), ratably among them the Lenders in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders 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 Term Loans, ratably among the Lenders such parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full (other than contingent indemnification, expense reimbursement obligations and other contingent obligations for which no claim has been asserted), to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.18, be applied by the Administrative Agent against and the Obligations Lenders 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payable), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Secured Obligations shall be applied by the Administrative Agent against the Obligations in the following order, subject to the Intercreditor Agreements: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including reasonable fees, charges and disbursements of counsel to the Administrative Agent and/or the Collateral Agent and amounts payable under Article III) payable to the Agent, Administrative Agent and/or the Collateral Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders Secured Parties (including reasonable fees, charges and disbursements of counsel to the respective Lenders 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 interest on the Term Loans and other Secured Obligations, and fees (including any Early Termination Fee), ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting (i) unpaid principal of the Term Loans, (ii) Banking Services Obligations and (iii) Secured Swaps Obligations, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Fourth held by payable to them; and Fifth, to payment of all any other Obligations, ratably among the Lenders in proportion Secured Obligation due to the respective amounts described in this clause Fifth held by themAdministrative Agent or any other Secured Party; Last, the balance, if any, after Payment in Full of all of the ObligationsSecured Obligations have been paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Obligations arising under the Loan Documents, ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 above (or after the Term Loans Advances have automatically become immediately due and payablepayable and the Letter of Credit Obligations have automatically been required to be Cash Collateralized as set forth in Section 7.3), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Sections 2.15 and 2.16, be applied by the Agent against the Obligations 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 Agent and amounts payable under Article IIIAgent) payable to the Agent, Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest interest, Letter of Credit Fees, and feesObligations with respect to Specified Swap Contracts and Specified Cash Management Agreements) payable to the Lenders Banks and the Issuing Bank (including fees, charges and disbursements of counsel to the respective Lenders Banks and the Issuing Bank and amounts payable under Article IIISections 2.11, 2.12, and 2.13), 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 Term Loans Advances and other Obligations, Obligations (other than Obligations with respect to Specified Swap Contracts and fees (including any Early Termination FeeSpecified Cash Management Agreements), ratably among the Lenders Banks 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the Obligations, to the Loan Parties or as otherwise required by Requirement of Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.15, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term LoansLoans and Swap Obligations, ratably among the Lenders, Affiliate Counterparties and other Affiliates of Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Company or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 9.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.12, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; D-2216575_11.doc 57 Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 9.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations of the Borrower shall be applied by the Administrative Agent against to the then outstanding Obligations of the Borrower 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Lenders) 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payable), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Obligations arising under the Loan Documents, ratably among the Lenders 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 Term Loans, Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Sections 2.17 and 2.18, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 9.02), any amounts received from by any Loan Party, from Lender or the liquidation of any Collateral of any Loan Party, or Administrative Agent on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Lenders) 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 interest on and prepayment premium with respect to the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Term Loans, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.. ARTICLE X. ADMINISTRATIVE AGENT 10.01

Application of Funds. (a) After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.12, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in proportion to accordance with the respective amounts described in this clause Fifth held by themthereof then due and payable; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Company or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that the remaining portion of the Obligations Obligations, whether constituting unpaid principal of the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by themLoans or other amounts; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Agent against the Obligations 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 Agent (including fees and time charges for attorneys who may be employees of Agent) and amounts payable under Article III) payable to the Agent, Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and feesprincipal interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term LoansLoans and to the Lender Swap Obligations, ratably among Lenders and the Lenders Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the Obligations, to the Loan Parties or as otherwise required by Requirement of Law.and

Application of Funds. After the exercise of remedies provided for in Section 8.02 8.2 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.2), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Sections 2.15, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Lenders) 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Obligations arising under the Loan Documents, ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 9.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations of any Borrower shall be applied by the Administrative Agent against to the then outstanding Obligations of such Borrower 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Lenders) 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties such Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payabledue), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Sections 2.12 and 2.13, be applied by the Administrative Agent against the Obligations 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 the Administrative Agent) and amounts payable under Article III) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 9.02), any amounts received from by any Loan Party, from Lender or the liquidation of any Collateral of any Loan Party, or Administrative Agent on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and feesprepayment premium) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Lenders) 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 interest on the Term Loans and other Obligationson, and fees (including any Early Termination Fee)prepayment premium with respect to, the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Term Loans, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have Loan has automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans Loan and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term LoansLoan, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Company or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Sections 4.09 and 4.10, and subject to the further provisions below be applied by the Agent against the Obligations 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 Agent and amounts payable under Article III4) payable to the Agent, Agents in its their capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and feesLetter of Credit Fees) payable to the Lenders and the Issuing Banks (including fees, charges and disbursements of counsel to the respective Lenders and the respective Issuing Banks arising under the Loan Documents and amounts payable under Article III)4, 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 Term Loans Loans, L/C Borrowings and other Obligations, and fees (including any Early Termination Fee)Obligations arising under the Loan Documents, ratably among the Lenders and the Issuing Banks 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the Obligations, to the Loan Parties or as otherwise required by Requirement of Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and feesLetter of Credit Fees and amounts payable in respect of Secured Hedging Agreements and Secured Bank Product Agreements) payable to the Lenders and the L/C Issuers (including fees, charges and disbursements of counsel to the respective Lenders and the respective L/C Issuers (including fees and time charges for attorneys who may be employees of any Lender or any L/C 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 Term Loans Loans, L/C Borrowings and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders and the L/C Issuers 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the Obligations, to the Loan Parties or as otherwise required by Requirement of Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 8.01 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the last paragraph of Section 8.01), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 to the extent payable under Section 10.04 and amounts payable under Article III) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations arising under the Loan Documents constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders to the extent payable under 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Obligations arising under the Loan Documents, ratably among the Lenders 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 Term LoansLoans and Obligations then owing under Related Swap Agreements, ratably among the Lenders and the Swap Providers in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.. ADMINISTRATIVE AGENT

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payable)) 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 from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Sections 2.12, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and fees) payable to the Lenders (including fees, charges and disbursements of counsel to arising under the respective Lenders 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 interest on the Term Loans Loans, and other Obligations, and fees (including any Early Termination Fee)Obligations arising under the Loan Documents, ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Revolving Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.18, be applied by the Administrative Agent against the Obligations 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 Lead Arranger and amounts payable under Article ARTICLE III) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders 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 interest on the Term Revolving Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Revolving Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Sections 4.09 and 4.10, and subject to the further provisions below be applied by the Agent against the Obligations in the following order: 114 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 Agent and amounts payable under Article III4) payable to the Agent, Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and feesLetter of Credit Fees) payable to the Lenders and the Issuing Banks (including fees, charges and disbursements of counsel to the respective Lenders and the respective Issuing Banks arising under the Loan Documents and amounts payable under Article III4), 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 Term Loans Loans, L/C Borrowings and other Obligations, and fees (including any Early Termination Fee)Obligations arising under the Loan Documents, ratably among the Lenders and the Issuing Banks 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the Obligations, to the Loan Parties or as otherwise required by Requirement of Law.;

Application of Funds. After the any exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), subject to the Intercreditor Agreement, any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations in the following order: ; First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable under Section 10.04 (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 of that portion of the Obligations constituting indemnities, expenses, expenses and other amounts (other than principal, interest and fees) payable to the Lenders (including fees, charges and disbursements of counsel amounts payable under Section 10.04 to the respective Lenders and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)fees, ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other ObligationsObligations (including without limitation the cash collateralization of unliquidated indemnification obligations as provided in Section 10.04(b)), ratably among the Lenders Credit Parties in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the Obligationshave been indefeasibly paid in full, to the Loan Parties or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from by the liquidation of any Collateral of any Loan Party, or Administrative Agent on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.14, be applied by the Administrative Agent against the Obligations 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 ARTICLE III) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and fees) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders 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 fees and interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been paid in full, to the Loan Parties Borrower as its interests appear or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable pursuant to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.12, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders and the Hedge Providers (including fees, charges and disbursements of counsel to the respective Lenders and Hedge Providers 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term LoansLoans and unpaid net obligations under any Reference Hedge (to the extent not covered under clauses First through Third above), ratably among the Lenders and the Hedge Providers in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 9.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the in respect of such Obligations 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 Agent Attorney Costs and amounts payable under Article III) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligationsamounts due under any of the Loan Documents, ratably among if any, to be applied for the Lenders in proportion to ratable benefit of the respective amounts described in this clause Fifth held by themrecipients; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.. ARTICLE X ADMINISTRATIVE AGENT 10.01

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 9.02(b)), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Section 2.14, be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After Subject to the Intercreditor Agreements, after the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payable), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations in the following order: order (to the fullest extent permitted by mandatory provisions of applicable Law): 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 Agent Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Agent, each Agent in its capacity as suchsuch hereunder; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders hereunder (including fees, charges and disbursements of counsel to the respective Lenders Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders Secured Parties 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 Term Loans, ratably among the Lenders Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other ObligationsSecured Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably among based upon the Lenders in proportion respective aggregate amounts of all such Obligations owing to the respective amounts described in this clause Fifth held by themAdministrative Agent and the other Secured Parties on such date; and Last, the balance, if any, after Payment in Full of all of the ObligationsSecured Obligations then earned, due and payable have been paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise acceleration of remedies the Obligations as provided for in Section 8.02 9.02(b) (or after the Term Loans have automatically become immediately due and payablepayable 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 from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provision of Sections 2.14 and 2.15, be applied by the Administrative Agent against the Obligations 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 and the Collateral Agent, each in its capacity as such, 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 indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and feesLetter of Credit Fees) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and the respective 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 Term Loans Loans, L/C Borrowings and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders and the L/C Issuers 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the Obligations, to the Loan Parties or as otherwise required by Requirement of Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any 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 interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee)Obligations arising under the Loan Documents, ratably among the Lenders 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Altera Credit Agreement Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders 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 Term Loans, Loans ratably among the Lenders and in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payablepayable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the ObligationsObligations shall, shall subject to the provisions of Sections 2.17 and 2.18, the Intercreditor Agreement and any Other Intercreditor Agreement, be applied by the Administrative Agent against the Obligations in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, disbursements and other charges and disbursements of counsel to the Agent payable under Section 10.04 and amounts payable under Article III) payable to the Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and feesLetter of Credit Fees) payable to the Lenders and the L/C Issuers (including fees, disbursements and other charges and disbursements of counsel to payable under Section 10.05) arising under the respective Lenders 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 Term Loans and other Obligations, and fees (including any Early Termination Fee)L/C Borrowings, ratably among the Lenders and the L/C Issuers 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the Obligations, to the Loan Parties or as otherwise required by Requirement of Law.;

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.02 (or after the Term Loans have automatically become immediately due and payablepayable as set forth in the proviso to Section 9.02), any amounts received from by any Loan Party, from Lender or the liquidation of any Collateral of any Loan Party, or Administrative Agent on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest principal and feesinterest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders Lenders) arising under the Investment 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 interest on and prepayment premium and exit fees with respect to the Term Loans and other Obligations, and fees (including any Early Termination Fee)Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to held by them; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; and Last, the balance, if any, after Payment in Full of all of the ObligationsObligations have been indefeasibly paid in full, to the Loan Parties Borrower or as otherwise required by Requirement of Law.

Application of Funds. After the exercise of remedies provided for in Section 8.02 9.2 (or after the Term Loans have automatically become immediately due and payablepayable and the Maximum Drawing Amount has automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.2), any amounts received from any Loan Party, from the liquidation of any Collateral of any Loan Party, or on account of the Obligations, Obligations shall be applied by the Administrative Agent against the Obligations 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 Agent, Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting indemnitiesfees, expenses, indemnities and other amounts (other than principal, interest and feesLetter of Credit Fees) payable to the Lenders and the LC Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the LC Issuer, including fees and time charges for attorneys who may be employees of any Lender or the LC Issuer) and amounts payable under Article III)Sections 2.10, 2.12, 2.13, 2.14 and 2.15, 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 Term Loans Loans, LC Disbursements and other Obligations, and fees (including any Early Termination Fee), ratably among the Lenders and the LC Issuer 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 Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to payment of all other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Last, the balance, if any, after Payment in Full of all of the Obligations, to the Loan Parties or as otherwise required by Requirement of Law.;